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TRANSFER ON DEATH DESIGNATION FOR YOUR BUSINESS

TRANSFER ON DEATH DESIGNATION FOR YOUR BUSINESS published on

A Transfer on Death (TOD) designation for a business is a must if you have more than one member or shareholder. The Transfer on Death is a mechanism that allows the seamless transfer of ownership or control of a business interest to a designated individual upon the death of the current owner. This is a way to plan for the succession of a business without the need for probate.



For example, if a spouse untimely passes away, the Transfer on Death can designate the surviving spouse to receive all of the decease ownership in the business.

The specifics of a Transfer on Death for a business can vary depending on the jurisdiction and the type of business entity. Here are a few common scenarios:

Transfer on Death for Business Interests:

For sole proprietorships or partnerships, the business owner can designate a specific individual or individuals as beneficiaries who will receive the business interest upon the owner’s death.

Transfer on Death for Corporate Stock:

In the case of a corporation, an individual can specify beneficiaries for their shares of stock through a Transfer on Death designation. This allows the designated individuals to inherit the stock outside of probate.

For an LLC, the owner can often designate beneficiaries for their membership interests using a similar TOD designation. It’s crucial to work with legal and financial professionals when setting up a Transfer on Death for a business, as the structure and requirements can vary based on the business type and local laws. Additionally, businesses often have complex ownership structures and contractual agreements that need careful consideration in the estate planning process.

In some cases, a comprehensive business succession plan may involve a combination of tools, such as a Buy-Sell Agreement, a will, or even the establishment of a business trust. These decisions depend on the unique characteristics of the business and the goals of the business owner.

Please submit your contact details below to discuss the Transfer on Death designation for your Corporation or LLC.

 

CONVERTING A SOLE PROPRIETORSHIP TO AN LLC OR CORPORATION

CONVERTING A SOLE PROPRIETORSHIP TO AN LLC OR CORPORATION published on

Some entrepreneurs opt for an easier business model like a sole proprietorship due to its simplicity. However, as a business finds itself growing, they may find it beneficial to go from a sole proprietorship to an LLC or Corporation.

Deciding which business structure to choose plays a significant role when using the entity for anonymity, asset protection, and tax savings.

LIMITED LIABILITY PROTECTION

One reason a business would choose to convert to an LLC or Corporation would be due to the liability protection they offer. Both LLC and Corporations offer a cloak of protection that separate one’s personal assets with the businesses. In essence, if the business under goes financial or legal troubles, personal assets can’t be targeted. Serving as a sort of veil of protection for the business owners’ personal assets. This sort of protection is critical for a business owners own security.

FINANCIAL STRUCTURE

Now, both LLCs and Corporations offer a better financial structure for your business because of the flexibility they offer over a Sole Proprietorship. Corporations have the option to choose between C-Type or S-Type Corporations depending on the circumstances. While LLCs have a pass-through option for the business, allowing the taxes to flow through to the owners’ personal taxes, simplifying the tax process.

PERPETUAL EXISCTENCE

LLC’s and Corporations also have legal requirements and formalities that need to be upheld on an annual basis, like meetings and maintaining proper reports. Even though this might come off as cumbersome to some, this proves to give clarity on the path to success. Unlike sole proprietorships or partnerships which are bound to the life of the owner, Corporations and LLC’s can be passed on to the next generation of owners perpetually. Allowing for clearer business structures, and the ability to draft legal documents. This allows businesses to plan for a solid and financially successful future.

Converting to either an LLC or Corporation should be considered a strategic move for sole proprietorships. This could bring many benefits to your business by bringing tax benefits, liability protection and an opportunity for growth. However, the decision to convert should be made with careful consideration to the specifics of each other’s situation.

Spiegel & Utrera, P.A. offers free legal advice to help you start the process of converting your sole proprietorship into an LLC or Corporation. Submit a request today for immediate legal assistance.

Please submit your contact details below for a FREE consultation on CONVERTING your sole proprietorship to a Corporation or LLC.

 

MBE Certification and Special Funding for Minority-owned Businesses in 2024

MBE Certification and Special Funding for Minority-owned Businesses in 2024 published on

Minority-owned Businesses with MBE Certifications get Special Funding and Benefits in 2024

Government programs are available for minority-owned businesses with an MBE certification. Obtain an MBE certification and benefit from business loans, investment capital, disaster assistance, surety bonds, special grants, commercial and federal contracts, business networks, and client databases by obtaining one of the following:

  • MBE (Minority-owned Business Enterprise)
  • MWBE (Minority/Women-owned Business Enterprise)
  • DBE (Disadvantaged Business Enterprise)
  • NMSDC (National Minority Supplier Development Council)

Over 4.7 million small businesses are owned and operated by women, minorities, and veterans—and are to thank for creating 4.7 million jobs within the last 10 years. Unfortunately, such small businesses face a layer of vulnerability obscure to their majority counterparts. Minority-owned businesses are much less likely to get contracts, loans, and on average, get half of what they otherwise would from lenders and investors. To stimulate the economy and help disadvantaged small businesses compete, the government is offering special programs to those that get certified. The programs are not designed to be charity, nor do they give minority-owned businesses special treatment; it is an attempt to level out the playing field by increasing visibility and the number of potential opportunities.

mbe-certification-minority-owned-business

How to get Minority-owned Business Certification?

To get a minority-owned business certification, you and your company or corporation must meet specific criteria and qualifications. First, your business must be at least 51% owned, managed, and operated by minority group members of U.S. citizenry and have good moral character. The company, corporation, partnership, sole proprietorship, or franchise must be for-profit and located in the U.S. or its trust territories.

How to register as a minority-owned business?

To register as a minority-owned business and obtain an MBE certification, you can start the process today by filling our online form or by calling (800) 603-3900. Applying for an MBE certification is a legal process; our in-house lawyers can help you meet the certification criteria and qualify for the special funding and benefits it provides. Please note that a minority-owned business MBE certification includes legal documents such as the articles of incorporation or certificate of organization, stock certificates, company minutes, operating agreements, and corporate bylaws, among other records. Our law firm helps minority-owned businesses incorporate, litigate, and satisfy government guidelines, giving you a fair chance to grow into a profitable and sustainable entity. Utilize our arsenal of legal and business abilities to your full advantage. Call us for a free consultation now!

Company records book and seal are important in obtaining your MBE certification. If you’ve lost your corporate kit, we can help you replace it when processing your application.

MBE Certification Benefits

The MBE certification benefits minority-owned entities by enabling access to many business opportunities and connections, such as:

  • Prospective Buyers
  • Government Agencies
  • Procurement Professionals
  • Capital Funders
  • Supplier Databases
  • Commercial Contracts
  • Federal Contracts
  • Technical Assistance
  • Leadership Tools
  • Technology Programs
  • Educational Programs
  • Affordable Consulting
  • Networking Opportunities
  • Exposure to other MBE’s
  • Partnership Opportunities
  • Business Opportunity Exchange
  • Annual Golf Tournament
  • Business Alliance Forum
  • MBE Annual Business Meeting

MBE Tax Benefits

As an MBE-certified minority-owned business, you don’t receive any special federal tax breaks or incentives. However, you can receive tax benefits for working with other MBE’s and those that operate in low-income areas. You can also get tax relief from establishing your business in specific zones or locations. Also, entities of certain types may be eligible for tax credits and programs to promote economic development in disadvantaged markets and industries.

Minority-owned Business MBE Certification Checklist

The MBE certification checklist below will give you a general guideline on the process of this effort:

  • ☑ Review Criteria for Certification.
  • ☑ Gather Personal and Business Documentation.
  • ☑ Complete the Online Form.
  • ☑ Application Review for Accuracy.
  • ☑ Legal Advice from Our Lawyers.
  • ☑ Application Review by Authorities.
  • ☑ Final approval.
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* Please give our attorneys up to 4 business hours to call your phone. Thank you.

Minority Loan Programs

You can find several potential loan options for minority-owned businesses that obtain the MBE certification, including:

  • SBA (7) Loans – Up to $5M
  • SBA Community Advantage Loans – Up to $250,000
  • SBA Microloan Program – Up to $50,000
  • Union Bank Business Diversity Lending Program – Up to $2.5M
  • Business Center for New Americans – $500 to $50,000
  • Business Consortium Fund Loan – $500 to $50,000

How to apply for a minority business grant?

There are grant opportunities for minority-owned small businesses that you can find online after obtaining your MBE certification, among those are:

  • Grants.gov
  • Small Business Innovation Research (SBIR)
  • USDA Rural Business & Waste Disposal Grants
  • Minority Business Development Agency (MBDA)
  • The National Association for the Self-Employed (NASE)
  • Asian Women Giving Circle Grants

MBE Certification Requirements

The requirements for an MBE certification include:

Meeting the Certification Criteria

  • United States Citizen.
  • Minority-owned businesses must be at least 51% owned and operated by minorities.
  • Must be a for-profit entity.
  • Must be located in the United States or its Trust Territories.

Requirements for All Businesses

  • Driver’s License
  • Proof of U.S. Citizenship
  • Two Years of Federal Tax Returns
  • Current Financial Statements
  • Applicable Business Licenses
  • Business Lease Agreements
  • Proof of EIN

Requirements for Corporations

Requirements for LLC’s

The development of your minority-owned business or agency

At Spiegel & Utrera, P.A., we have been committed for decades to providing minority-owned businesses affordable business formation with complete records book and seal, experienced legal and business counsel, and written agreements. We’re open Monday to Friday from 8:30 am to 5:30 pm. Feel free to give us a call at (800) 603-3900 with any business or legal questions; we’re happy to help your MBE-certified business get to the next level.

Order VOSB Certifications in the following States:

Alabama
Alaska
Arizona
Arkansas
California
Colorado
Connecticut
Delaware
Florida
Georgia
Hawaii
Idaho
Illinois
Indiana
Iowa
Kansas
Kentucky
Louisiana
Maine
Maryland
Massachusetts
Michigan
Minnesota
Mississippi
Missouri
Montana
Nebraska
Nevada
New Hampshire
New Jersey
New Mexico
New York
North Carolina
North Dakota
Ohio
Oklahoma
Oregon
Pennsylvania
Rhode Island
South Carolina
South Dakota
Tennessee
Texas
Utah
Vermont
Virginia
Washington
West Virginia
Wisconsin
Wyoming

Order WBE Certifications in the following States:

Alabama
Alaska
Arizona
Arkansas
California
Colorado
Connecticut
Delaware
Florida
Georgia
Hawaii
Idaho
Illinois
Indiana
Iowa
Kansas
Kentucky
Louisiana
Maine
Maryland
Massachusetts
Michigan
Minnesota
Mississippi
Missouri
Montana
Nebraska
Nevada
New Hampshire
New Jersey
New Mexico
New York
North Carolina
North Dakota
Ohio
Oklahoma
Oregon
Pennsylvania
Rhode Island
South Carolina
South Dakota
Tennessee
Texas
Utah
Vermont
Virginia
Washington
West Virginia
Wisconsin
Wyoming

Order MBE Certifications in the following States:

Alabama
Alaska
Arizona
Arkansas
California
Colorado
Connecticut
Delaware
Florida
Georgia
Hawaii
Idaho
Illinois
Indiana
Iowa
Kansas
Kentucky
Louisiana
Maine
Maryland
Massachusetts
Michigan
Minnesota
Mississippi
Missouri
Montana
Nebraska
Nevada
New Hampshire
New Jersey
New Mexico
New York
North Carolina
North Dakota
Ohio
Oklahoma
Oregon
Pennsylvania
Rhode Island
South Carolina
South Dakota
Tennessee
Texas
Utah
Vermont
Virginia
Washington
West Virginia
Wisconsin
Wyoming

GIG ECONOMY LLC

GIG ECONOMY LLC published on

The gig economy is also known as the sharing, on-demand, or access economy. It usually includes businesses that operate a digital platform to connect people to provide services to customers.

While there are many types of gig economy businesses, ride-sharing and home rentals are two of the most popular. Users of the digital platform (e.g., Uber, Lyft, Door Dash, VRBO) earn income providing on-demand work, services or goods.

Workers operating as drivers or other on demand work in the gig economy are classified as independent contractors rather than employees. It is recommended that Uber, Lyft, or other on demand workers form a Gig Economy LLC and use this tool to lower your tax bill and to protect your assets.

Benefits of Spiegel & Utrera, P.A.’s Gig Economy LLC

Lower your Tax Bill with a Gig Economy LLC

By reporting Uber, Lyft, Door Dash, VRBO, etc. earnings under the umbrella of a business structure you may be able to lower your tax bill. An accountant or tax preparer will be able to assist you with deductions related to paying for health insurance, setting up a retirement account, claiming the qualified business income deduction, car expenses, depreciation expenses, home office deductions, financing costs for your business.

Avoid Personal liability with a Gig Economy LLC

Working in the gig economy can mean freedom and a better income, but it also means personal liability if there’s an accident or misunderstanding between you, the client, or the digital platform.

You will want to protect yourself and family assets by forming a Gig Economy LLC. LLCs generally don’t require a ton of maintenance, the LLC protects your assets, and offer potential tax savings.

Operating your business as a sole proprietorship (yourself) or as a DBA is not recommend because your personal assets — like your house, car, personal bank accounts, etc. — would be at risk if you are sued.

What are the benefits of forming a Gig Economy LLC

Limited Liability Protection

Starting with the most crucial benefit of a GIG ECONOMY LLC, limited liability can separate the financial and legal obligations of the company from its members. In case of a lawsuit, you can be protected due to a legal shield the entity provides, which defends personal assets. Keep in mind that this liability protection is limited and will not shield a member from wrongful or illicit acts.

Pass-Through Taxes

Another vital benefit of a GIG ECONOMY LLC is its ability to avoid federal income taxes. Taxation will bypass the LLC and go directly for the members’ profits. In this scenario, all of the money earned by the LLC can go straight to the member, and taxation will only occur on their income. Other entities such as a C-Corporation don’t have this advantage, and its leaders are essentially taxed twice.

Simplicity and Flexibility

Other GIG ECONOMY LLC benefits include its ease in formation and simplicity to sustain when compared to other entities. You don’t need to maintain certain company formalities or file taxes for the single-member LLC. You also have the flexibility of functioning as a single-member LLC, a multi-member LLC, or a multi-member LLC led by an operating manager.

Increased Perception of Credibility and Reliability

As a formal business entity, a limited liability company receives the perception of a more trustworthy business structure when compared to an individual or a sole proprietorship. Starting a GIG ECONOMY LLC adds an extra layer of reliability for employees, customers, and other businesses. Your LLC is required to adopt ‘LLC’, ‘L.L.C.’ or ‘limited liability company’ into its name, which immediately lets people know that you are a formal business and not just a fly-by-night company.

Who participates in the Gig economy?

Gig economy workers accounted for 14.1 percent to 20.5 percent of all workers in the United States. Gig economy workers on average are older than the entire workforce and the average age of gig workers has increased more rapidly. In addition, gig economy workers are more likely to be married than all workers, but the spouses of gig economy workers are less likely to have full-time jobs.

ARTICLES OF INCORPORATION 2.0 UPGRADE

ARTICLES OF INCORPORATION 2.0 UPGRADE published on

Over the years, just like updates, improvements, and filings for your business are required, an upgrade of your Articles of Incorporation or Certificate of Organization may be required as well. If you used our firm to form your company, you may already have comprehensive incorporation or articles of organization documents. However, as time goes on and changes occur in your business, a second revision or upgrade to the articles or certificate of organization may be required. Go here to request your Articles of Incorporation 2.0 Upgrade.

Articles of incorporation or certificate of organization serve as the foundational documents for your entity. They outline the name of the corporation, structure of your entity, effective date of formation, purpose, registered agent, principal office, duration, authorized shares, board of directors information, incorporator information and other clauses to protect you and your business.

SHOULD YOU UPGRADE YOUR ARTICLES OF INCORPORATION OR CERTIFICATE OF ORGANIZATION?

Upon review of your Articles of Incorporation or Certificate of Organization, it may be that your document is missing restrictions on the transfer of shares, missing indemnification clauses, and missing special voting rights provisions. Amending your documents to include the ladder mentioned, is a significant upgrade to protect your business, members and directors.

Additionally, the entity will want to have it’s company documents upgraded prior to there being a need for another party or investor to review these documents. It’s important to note that while (in some states) articles of incorporation are a publicly accessible document, certain details and information about the corporation can also be found in other documents, such as annual reports, bylaws, and filings with regulatory agencies. When sharing your articles of incorporation, it’s a good practice to provide complete and accurate company documents to ensure accurate representation of your corporation’s structure and purpose. It’s good practice to keep all your company documents in one place and keep them handy and organized in your company book and binder.

Here are just a few items that may trigger an upgrade to your Articles of Incorporation:

  1. Change in Company Name: If your business decides to change its legal name, you will typically need to upgrade the Articles of Incorporation to reflect this change.
  2. Change in Business Purpose: If there is a significant change in the primary purpose or activities of your business, you may need to upgrade the Articles of Incorporation to reflect the new business purpose.
  3. Change in Share Structure: Any changes to the authorized shares, classes of shares, or the rights and privileges associated with those shares may require an upgrade with an amendment to the Articles of Incorporation.
  4. Change in Directors or Officers: If there is a change in the board of directors or officers of your business, you may need to upgrade the Articles of Incorporation to reflect the new individuals in these positions.
  5. Amendments to Governing Documents: If you wish to make other amendments to the governing documents of your corporation, such as changing the bylaws, you may need to upgrade the Articles of Incorporation to reflect these changes.
  6. Conversion or Merger: If your business undergoes a merger, consolidation, or conversion into a different type of entity, you may need to upgrade the Articles of Incorporation to reflect these structural changes.

GO HERE TO REQUEST YOUR ARTICLES OF INCORPORATION 2.0 UPGRADE

WHO MAY NEED TO REVIEW YOUR ARTICLES OR CERTIFICATE OF ORGANIZATION

  1. Government Authorities: State and local government agencies, such as the Secretary of State’s office or the relevant state’s corporate regulatory body, will have access to your Articles of Incorporation. These agencies use this document to officially recognize and register your corporation.
  2. Internal Use: Members of the corporation, such as shareholders, directors, and officers, often need to access the Articles of Incorporation to understand the organization’s legal structure, purpose, and governance provisions.
  3. Lenders and Financial Institutions: When seeking loans or financing, banks and lenders may request a copy of your Articles of Incorporation to verify your business’s legal existence and structure.
  4. Investors: Potential investors and venture capitalists may request or review the Articles of Incorporation to understand the company’s structure, share classes, and any special rights associated with shares.
  5. Business Partners: When entering into contracts or agreements with other businesses, your partners or vendors may request a copy of the Articles of Incorporation to ensure that they are dealing with a legitimate legal entity.
  6. Legal Counsel: Your corporate attorney or legal advisors may need access to the Articles of Incorporation when providing legal advice or making amendments to the document.
  7. Regulatory Agencies: Depending on your industry, specific regulatory agencies or bodies overseeing your business may require access to your Articles of Incorporation to ensure compliance with industry-specific regulations.
  8. Shareholders or Members: Shareholders and members may request copies of the Articles of Incorporation when participating in corporate governance decisions or to understand the company’s governing rules and structure.
  9. Courts and Litigation: In the event of legal disputes or litigation, courts may require access to the Articles of Incorporation to understand the corporation’s legal structure and relevant details.
  10. Prospective Buyers: If you are considering selling your business, potential buyers may request or review your Articles of Incorporation to understand the company’s legal and financial standing.

GO HERE TO REQUEST YOUR ARTICLES OF INCORPORATION 2.0 UPGRADE

LLC Membership Changes: Add, Remove, or Transfer Members

LLC Membership Changes: Add, Remove, or Transfer Members published on

LLC MEMBERSHIP CHANGES: Adding, Removing, and Transferring Members

Adding a member to an LLC

The process of adding a member to an LLC may involve amending the company’s articles of organization to include the new member. Depending on the terms in the agreement, current LLC members may need to vote on it for the amendment to pass. If you are a single-member LLC and add a new member, it will become a multi-member LLC, changing its tax status from pass-through to taxed as a corporation or partnership. You may also run multiple businesses under one LLC by registering DBAs (“doing business as”) or operating under one LLC name. One LLC could be a member of another LLC and be the owner of a single-member LLC. An LLC can have as many members as it needs to.

Transferring Ownership in an LLC

The rules for transferring LLC ownership get outlined in the company’s operating agreement at the time of formation; company ownership transfer can be either a sale of the business or a change in owner or ownership percentages. When the ownership transfer is a sale of the LLC, a buy-sell agreement may be necessary. An operating agreement should specify the process for ownership transfer, but if it doesn’t, you must follow state guidelines. Under some circumstances, the state may require you to form a new LLC.

Removing a member from an LLC

LLC ownership is personal property to its members. Therefore the operating agreement and state laws declare the necessary steps of membership removal. To remove a member from your LLC, a withdrawal notice, a unanimous vote, or a procedure depicted in the articles of organization may entail. The member in question of removal may need to get compensated for his share of membership interests. If a member is unwilling to leave the LLC or accept a buyout offer, you may have to take it to court.

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How to add and remove or transfer members in an LLC

When forming an LLC, it is crucial to forecast the possibility of adding members, evolving from a single member to a multi-member LLC, and downright changing your tax structure. It’s also essential to have special provisions in place for membership transfer and removal. Forming an LLC is more than just filing the articles of organization, which is why the secretary of state recommends that you seek attorney counsel to aid in the creation of your entity—eschewing numerous legal, business, and membership hurdles. Call our headquarters at (800) 603-3900 to speak to an attorney immediately for a free consultation on the best possible legal recourse and business options available to you.

We can help with your membership concerns

At Spiegel & Utrera, P.A., our skillful attorneys have formed Limited Liability Companies successfully for decades. We craft operating agreements with the special provisions required for your LLC to operate in the way you want it to, and when and if something happens, you and yours get protected to the fullest extent of the law. An LLC is a highly adaptable and formidable entity for asset and liability protection, favorable taxes, and flexible membership options—with the correct guidance.

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Texas LLC Certificate of Formation | Form 205 | Start a Texas LLC

Texas LLC Certificate of Formation | Form 205 | Start a Texas LLC published on

Texas LLC Certificate of Formation

A Texas LLC certificate of formation is a legal document that formalizes the creation of a limited liability company in the state. You can file the document by mail, online, or phone at (800) 603-3900. In this article, let’s go over everything you need to know about the LLC certificate of formation in Texas.

Why a Texas LLC Certificate of Formation is needed

You will need to file Form 205 and obtain an LLC certificate of formation in Texas to operate an official limited liability company in Texas. Only legally organized LLCs can benefit from the liability protection, pass-through taxation, tax credits, programs, funding, branding potential, and flexibility a formal Texas LLC provides. After we file your document, the state typically takes 3-5 business days from the day of receipt to approve your creation.

texas-llc-certificate-of-formation
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Examples of businesses that can’t get a Texas LLC Certificate of Formation

An LLC certificate of formation in Texas may get created for any lawful purpose. But there are some prohibited purposes, businesses, and practices that an entity in the state cannot engage in, such as:

  • Operating as a bank
  • Trust company
  • Savings association
  • Insurance company
  • Cemetery organization
  • Title company
  • Labor unions
  • Animal agriculture
  • Oil pipeline business
  • Petroleum oil production
  • Businesses that require a business license

Also, keep in mind that the LLC certificate of formation (Form 205) cannot be used to practice a licensed activity in Texas. You need to form a professional LLC to operate in this capacity.

Cost for getting a copy of the Certificate of Formation in Texas

The cost for obtaining a copy of an LLC certificate of formation (form 205) in Texas is $30. If you formed an LLC with us, give us a call at (800) 603-3900 to obtain a copy of your certificate of formation. You can also submit your details at our assistance form above and someone will contact you within 4 business hours.

Filing a Texas LLC Certificate of Formation Online

To file a Texas LLC certificate of formation, whether by phone, mail, or online—you will need to be a U.S. citizen or resident and present the following articles of personal and business information:

  • Entity Name and Type. In this article, you will provide your company name and organizational designation. Note that the LLC certificate of formation in Texas cannot get filed if the chosen name is taken or is too similar to an established LLC name.
  • Registered Agent. A registered agent is a point of contact and correspondence for your Texas LLC. It could be a domestic or foreign entity or a resident of Texas. The LLC cannot act as its registered agent.
  • Governing Authority. You need to inform the state if the LLC has appointed managers and provide the name and address of each one. If there are no managers and only members, provide their names and addresses.
  • Purpose. Tell the state what the purpose of your business is. It may be any lawful purpose.

Along with the required information above, you will also need to specify the following provisions or business information:

  • Duration (perpetual unless otherwise stated)
  • Organizer (may be an individual or legal entity)
  • Effectiveness of filing (when filed by the state, or any date within 90 days of signature)
  • Execution (you must sign the document but you don’t need it notarized)
  • Payment and delivery instructions (mail, phone, online; personal checks, money orders, debit and credit cards)

File Texas LLC Online

How to get a Certificate of Formation restated for your Texas LLC

To get your LLC certificate of formation restated in Texas, you must file Form 415. If you want your Texas LLC certificate of formation reinstatement to include new amendments, you must file form 414.

Getting an amendment to a Certificate of Formation in Texas

To get an amendment to the certificate of formation in Texas, you must file Form 424 (Certificate of Amendment). If you need to reinstate your Texas LLC while also including amendments, you must file Form 414. The amendments must get approved by the votes and signatures of all the company’s members and managers.

Agreements, Provisions, and Indemnification with a Certificate of Formation

If you’re forming an LLC, consider hiring an attorney to prepare and file your company documents to include provisions, agreements, and indemnification to your Texas LLC certificate of formation. Non-lawyer company formation services cannot lawfully give you legal advice and counsel you on protecting your business from any unfavorable outcomes and implications. The cost of starting a Texas LLC with our attorneys is relatively inexpensive (supported by a 110% lowest price guarantee) and rewards you with so much more, including peace of mind:

Form a LLC with Spiegel & Utrera, P.A.

  • $529.95
  • Includes State Filing Fee
  • Speak to an Attorney! Business AND Legal Advice
  • Certificate of Organization
  • Company Minutes
  • LLC Regulations
  • LLC Ownership Register
  • Banking Resolution
  • Membership Certificate
  • Preliminary Name Search
  • 110% Lowest Price Guarantee
Form a Texas LLC Online Now

Form a Texas LLC by Phone: call our law firm at (800) 603-3900

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Benefits of LLC in Pennsylvania | Tax Credits, Pros and Cons

Benefits of LLC in Pennsylvania | Tax Credits, Pros and Cons published on

Benefits of an LLC in Pennsylvania

Table of Contents

Speak to a lawyer now: (800) 603-3900

There are many options available for starting an LLC, but few outweigh the benefits of an LLC in PA. Pennsylvania is one of the most prosperous North American states as one of the original 13 U.S. colonies—offering multitudes of tax incentives, credits, and programs for entrepreneurs to use. Before we get into the state-specific benefits of a Pennsylvania LLC, let’s go over the top advantages of forming a limited liability company in general.

Limited Liability Protection

Starting with the most crucial benefit of a PA LLC, limited liability can separate the financial and legal obligations of the company from its members. In case of a lawsuit, members can be protected due to a legal shield the entity provides, which defends personal assets. Keep in mind that this liability protection is limited and will not shield a member from wrongful or illicit acts.

Pass-Through Taxes

Another vital benefit of a PA LLC is its ability to avoid federal income taxes. Taxation will bypass the LLC and go directly for the members’ profits. In this scenario, all of the money earned by the LLC can go straight to the member, and taxation will only occur on their income. Other entities such as a C-Corporation don’t have this advantage, and its leaders are essentially taxed twice.

Simplicity and Flexibility

Other PA LLC benefits include its ease in formation and simplicity to sustain when compared to other entities. You don’t need to maintain certain company formalities or file taxes for the single-member LLC. You also have the flexibility of functioning as a single-member LLC, a multi-member LLC, or a multi-member LLC led by an operating manager.

Increased Perception of Credibility and Reliability

As a formal business entity, a limited liability company receives the perception of a more trustworthy business structure when compared to an individual or a sole proprietorship. Starting a PA LLC adds an extra layer of reliability for employees, customers, and other businesses. Your LLC is required to adopt ‘LLC’, ‘L.L.C.’ or ‘limited liability company’ into its name, which immediately lets people know that you are a formal business and not just a fly-by-night company.

SUBMIT DETAILS AND GET OUR ATTORNEYS TO CALL YOU
* Please give our attorneys up to 4 business hours to call your phone. Thank you.

Pennsylvania LLC Advantages: Tax Credit Programs

The benefits of an LLC in PA don’t end with the general advantages; Pennsylvania is currently hosting several different tax credits and programs to aid economic development in the State. Depending on the nature and location of your business, you may be able to qualify for these incentives.

Research and Development Tax Credit Program

LLCs in Pennsylvania get incentivized to conduct certain types of research that qualify for tax credit compensation.

Mixed-use Development Tax Credit Program

This program grants PA LLCs tax credits for eligible construction or rehabilitation projects.

Malt Beverage Tax Credit Program

Are you in the business of manufacturing malt or brewed beverages? Well, you may be able to qualify by forming an LLC and applying for this program.

Educational Tax Credits

This tax credit applies to a PA LLC contributing to scholarship organizations that provide scholarships for students in underachieving schools.

Keystone Innovation Zone Tax Credit

This incentive nurtures entrepreneurship in Pennsylvania by offering tax credits to certain types of companies within the Keystone Innovation Zones.

Keystone Special Development Zone

This tax credit incentivizes the redevelopment of abandoned or deteriorated commercial and industrial sites.

Historic Preservation Tax Credit

This tax credit compensates a PA LLC for rehabilitating eligible historic structures.

Neighborhood Assistance Program

The NAP motivates the engagement in activities that improve community economic development in poor neighborhoods.

Resource Enhancement and Protection Tax Credit

Farmers and agriculture businesses can benefit from this tax credit under the tone that they implement proper management practices in agricultural operations.

Entertainment Production Tax Credit

Film or video game production companies can benefit from this tax credit.

Entertainment Economic Enhancement Program

This program rewards tax credits to tour operators representing musicians for live musical performances within the state.

Pennsylvania Resource Manufacturing Tax Credit

You’ll be awarded a tax credit of five cents per gallon of ethane bought and utilized in producing ethylene, with the condition that the company invests at least $1 billion in capital and creates a minimum of 2,500 full-time jobs while constructing the manufacturing facility.

Coal Refuse Energy and Reclamation Tax Credit

Certain facilities that generate electricity by using coal refuse to generate power, control acid gases for emission control, and use ash produced by the facilities to reclaim mining-affected sites, may be compensated with this tax credit.

PA LLC: Disadvantages

While an LLC in Pennsylvania may be a fantastic option for many entrepreneurs, it doesn’t come without its downsides—and in the context of certain types of businesses, it isn’t feasible or even possible. Let’s list the disadvantages:

  • More expensive than a Sole Proprietorship or Partnership in both formation and maintenance.
  • Annual report fee
  • An LLCs’ income is subject to self-employment tax due to profits passing through directly to its member(s). A corporations’ shareholder only pays such taxes on their salary and not on the corporate profits. For this reason, depending on your business, an LLC may not be the most tax-friendly entity for you.
  • Employee benefits such as medical insurance may get treated as taxable income in an LLC. For employees of a corporation, it may not be the case.
  • Raising capital may be limited by the inability of an LLC to issue stocks and bonds like corporations, discouraging investors.

Businesses that can’t start an LLC in Pennsylvania

Certain types of businesses are ineligible for PA LLC formations, some of these include:

benefits-of-an-llc-in-pennsylvania
  • Real Estate Investment Firms
  • Rare Coin or Stamp Dealers
  • Banks, Finance, Leasing, and Insurance Firms
  • Pyramid Sales
  • Charities
  • Churches
  • Loan Packaging
  • Multi-channel Distribution

Should the legal formation of an LLC get handled by Attorneys or an LLC formation service?

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Form a PA LLC by Phone: call our law firm at (800) 603-3900

Starting an LLC in PA: Business Attorneys VS LLC Formation Services

In all fairness, LLC formation services have their place, but the concern lies in their inability, by law, to give you legal advice based on your business and personal needs. There are many cases of entrepreneurs unwittingly piercing the corporate veil and losing their limited liability protection for not having a map and compass of their judicial landscape. When forming and operating an LLC in Pennsylvania, those misinformed and misguided often overlook the legal implications and pitfalls concerning their business endeavors, such as transferring assets to other entities, failing to maintain proper separation of business and personal assets or identities, and failure to follow corporate formalities.

At no extra cost, Spiegel & Utrera, P.A. includes legal and business advice along with your PA LLC formation. You’ll speak to attorneys with a combined 175+ years of legal experience and cover all your bases.

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Wisconsin LLC Lookup Search for a Name

Wisconsin LLC Lookup Search for a Name published on

WI LLC LOOKUP – WISCONSIN LLC PRELIMINARY NAME SEARCH

Starting an LLC in Wisconsin begins with a WI LLC lookup; we will perform a preliminary Wisconsin LLC name search during the initial steps of LLC formation and ensure that your desired business name is available to you. Avoid choosing the wrong company name, and instead, learn how to create an advantageous one with the tips below.

WI LLC Lookup
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STEPS TO CREATE A NAME TO USE IN YOUR WI LLC LOOKUP

Before searching for the availability of a business name in the WI LLC lookup database, let’s go over how to craft great names for your Wisconsin LLC. We know how hard it can be to create an available limited liability company name that follows legal requirements, gives your business a competitive advantage, and represents your business values. Here are some steps to keep in mind:

Step 1: Make your LLC name memorable, catchy, and easy to pronounce

  • Consider a business name that insinuates what you’re offering, what you do, or what sets you apart.
  • You may use acronyms such as CVS or BMW, which help to shorten long names and make them catchy, memorable, and easier to pronounce.
  • Use word mash-ups for your WI LLC, such as Nabisco (former name of Nabisco Biscuit Company), Garmin (based on founders Gary Burrell and Dr. Min Kao).
  • Gain inspiration from mythology or classic literature to create a name, such as Nike (goddess of victory in ancient Greek religion).
  • Use foreign words or even your name, alias, or nickname.
  • Use map locations to identify potential LLC name variations based on your target market.

Step 2: Ensure it’s brandable

Brandable LLC names are typically undescriptive, such as Google or Amazon. Company names like these owe their branding potential to uniqueness and memorability. One of the main downsides to words like these is their non-descriptive nature, requiring additional investment in creating brand awareness.

Step 3: Confirm website domain name and social media availability

Apart from confirming your Wisconsin LLC name is legally attainable with the state in the WI LLC lookup database, some may also suggest verifying social media and website domain name availability, ensuring uniformity across all platforms.

Step 4: Make it timeless

An evergreen name that will always be relevant and stand the test of time.

Step 5: Consider the future

You want a name that won’t limit your growth, expansion, mergers, locations, and changes to your product line or services in the future.

WISCONSIN LLC SEARCH FOR A NAME

In performing a Wisconsin LLC search in the WI LLC lookup database, you will find out whether or not your name is legally available. Below we will outline standards, restrictions, and suggestions based on Wisconsin state business name guidelines.

  • The name of your Wisconsin limited liability company must be distinguishable from all others; none may be the same or deceptively similar.
  • Company names that use words that describe or convey the impression that the business is engaged in practices that it isn’t, such as using ‘insurance’ in the name while it isn’t an insurance company—unless the name makes it clear that it isn’t.
  • Avoid unimportant words (the, and, of), including numbers and letters (unless using acronyms). Also, discard generic verbiage (corporation, incorporated, company, etc.) or their abbreviations.

wisconsin-llc-name-search

Legal considerations when naming your Wisconsin LLC

Using a name that is too similar to the one used by your competitors, that company may accuse you of a trademark violation; you might get forced to adopt a different name and may even have to pay monetary damages. Part of our complete company formation package includes, at no additional cost, our attorneys helping you find and choose a name that avoids any potential legal penalties. Unlike many Wisconsin LLC formation services, we provide you with legal counsel and advice from our in-house business attorneys.

WISCONSIN FICTITIOUS NAME REGISTRATION – DBA IN WISCONSIN

A Wisconsin fictitious name registration or DBA in Wisconsin (doing business as) may highlight the services or products you offer and include the locations you service. Registering a fictitious name in Wisconsin is valuable for companies. The company may permanently use its name. However, if it wishes to use any other, it must file a Wisconsin fictitious name registration. Once you have your Wisconsin fictitious name registered, you can use your localized DBA in Wisconsin name in your advertising copy.

What you need to know about a Wisconsin Fictitious Name Registration

You can use your localized Wisconsin DBA on print and online ads, billboards, bus stops, etc. If a business does not comply with the Wisconsin laws on fictitious or DBA name registrations, the results may be unfavorable in a court of law.

Expiration of a Wisconsin Fictitious Name Registration

If you have a Wisconsin fictitious name registration now, consider that it will be effective for a lifespan of five years—expiring on December 31st of the fifth year.

Call (800) 603-3900 to register your fictitious name over the phone or online at: AmeriLawyer.com

Form your LLC and get a FREE Wisconsin LLC lookup to ensure name availability

When you form an LLC with Spiegel & Utrera, P.A., you get so much more for your money and time:

  • A completed corporate kit that includes all legally required documents, seal, and book
  • Legal and business counsel from experienced in-house attorneys
  • Free WI LLC lookup or preliminary name search
  • 110% lowest price guarantee

Building In Financial Forecasts For Your Business Plan

Building In Financial Forecasts For Your Business Plan published on

To attract investors and build a line of credit you need to project business finances

Essentially, you must make educated guesses about how much money will be spent and how much will be taken in. Then you can use these estimates to calculate whether your business will be sufficiently profitable to sustain a bottom line. Usually a business will start off operating lean until you start building a customer base. If your projections show your business losing money initially, then you must consider raising prices or cutting costs while still in the planning stage. This can help you avoid sinking money into a business that cannot be profitable. On the other hand, if your business model shows profitability, then you can start to invest more and build your enterprise.

Business Plan

Understanding projected financial situation through estimates and calculations

Start off with a break-even analysis by estimating income and expenses over the first year. In theory you should be able to turn a profit by the end of the first year. If not, then you must reconsider the business model. After determining the business can turn a profit, then turn to a month-by-month projection of your business’s net profits for the first year. Keep in mind that some businesses will be more or less profitable during certain months due to seasonal turnover. Finally, determine a start-up cost estimate. There are few generic costs that are common to all business types, they include, research expenses, insurance, business license, incorporation costs, permit fees, equipment and supplies, advertising and promotion, borrowing costs, employee costs and technological expenses.  These costs should be included in your business plan to give a true picture of how much money you will need to get off the ground.

 

 

If you are a member of Spiegel & Utrera, P.A.’s General Counsel Club and have business related questions, call (800) 734-9900 or clubassist@amerilawyer.com for assistance. Remember, as a member of the  General Counsel Club, you receive unlimited legal, business, credit and tax advice all year long.

Spiegel & Utrera, P.A. is a corporate law firm with its main offices located in Miami, Florida with offices throughout the United States. As a law firm, we do more than just help you form your business entity. We stand ready to help with the maintenance of your legal business entity! We will assist you with Incorporation Service,Trademarks, Copyrights, Estate Planning, Legal Counsel, Wills,Trusts, Agreements & Leases, Corporate & Company

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