Skip to content

Register your Foreign LLC or Corporation to evade state penalties

Register your Foreign LLC or Corporation to evade state penalties published on

Foreign LLC or Corporation Registration

Did you incorporate or form a company in one State but are doing business in another? Depending on the activities of your LLC or Corporation, a state may require you to file for a foreign entity registration, also known as a certificate of authority or foreign qualification. It enables you to transact business legitimately outside your state of original incorporation or company formation. If you don’t register, authorities may impose fines, penalties, prevent you from filing lawsuits, and discontinue your ability to do business in that state legally.

Call (800) 603-3900 to register your entity by phone.

LLC’s and Corporations that need to apply for a foreign qualification

How do you know if your LLC or corporation needs to apply for a foreign entity qualification? Let’s take a look at some of the most common scenarios:

  • Having employees in the state.
  • Long-term business transactions.
  • Owning or leasing a warehouse, store, or office.
  • Possessing income-producing real estate or personal properties.

Why you should register your foreign company

If you formed your entity in another state, your entity is domestic to that state, and a foreign entity in every other state. An unregistered entity doing business in a state other than the original state of formation may be subject to fines, penalties, and lack of legal recourse. The foreign state might even prevent you from continuing to do business. Registering your foreign entity is similar to forming a new one, and is subject to separate state filings, fees, and taxes.

Why a foreign state wants you to register your entity

There are good reasons why it is important to the foreign state to register your entity:

  • Regulatory requirements.
  • Collection of State Taxes.
  • Annual or biennial filing fees to maintain registration.
  • Allows the public to have basic information on your entity.

Steps for a Foreign Entity Registration

A foreign entity registration includes the following steps:

  1. Collect basic information and fill online form.
  2. Our attorneys will counsel you on all the legal, business, and tax implications.
  3. We’ll put together a Company Kit with all the necessary documents.
  4. Our Firm Prepares and Files the foreign entity registration based on your needs.
  5. Final Approval by State authorities.

Please note that your foreign state might require you to obtain business licenses even if you possess them in your entity’s domestic state. Your LLC or corporation must also be in good standing with your domestic state in order to apply for a Certificate of Authority and register your entity in the foreign state. If you have any questions about the process, call (800) 603-3900 to speak with us immediately.

Maintaining a Foreign LLC or Corporation Registration

The maintenance of a foreign entity registration is similar to a domestic LLC or corporation formation. It includes the maintenance of annual or biennial filings, reports, taxes, business licenses, registered agents, and good standing—in both your domestic and foreign states.

Foreign Entity Registration with Business Formation Lawyers

States require companies to register as a foreign entity to ensure they meet tax and regulatory requirements. If you are unsure whether your corporation’s activities call the need for a foreign registration, call our main office at (800) 603-3900 to speak to someone who can help you immediately. A foreign entity registration and obtaining the Certificate of Authority is a legal and business formation process; avoid the potential pitfalls of doing it with a non-lawyer formation service or agency.

Spiegel & Utrera, P.A. equips you with a combined 175+ years of legal and business formation experience, knowledge, and affordable, honest service. Our attorneys know what they’re doing and will go above and beyond to make sure that your business is protected and brandishing every potential advantage possible.

Get your Foreign LLC or Corporation Registration and Certificate of Authority

Here’s what you get with us:

Each Corporation or Limited Liability Company is COMPLETE and

  • INCLUDES State Filing Fee, “YES! Includes State Filing Fee”,
  • INCLUDES Corporate or Company Seal and Book,
  • INCLUDES Certificate or Articles of Incorporation or Organization,
  • INCLUDES Company or Corporate Minutes,
  • INCLUDES Corporate By-Laws or LLC Regulations,
  • INCLUDES Corporate or LLC Ownership Register,
  • INCLUDES Banking Resolution,
  • INCLUDES Membership or Stock Certificate,
  • INCLUDES Preliminary Name Search,
  • INCLUDES 110% Lowest Price Guarantee,

Yes, even INCLUDES Attorney’s Fee (No Hidden Attorney Fees).

Corporation Resolution Forms and Corporate Minutes

Corporation Resolution Forms and Corporate Minutes published on

Corporation Resolution Form

A corporation resolution form is a legal document that directors of a corporation adopt to document consent and agreement between all relevant parties to a corporate resolution. Items of the corporation resolution form includes the date, time, location of the board of directors’ meeting, details of the decisions and resolutions made, including the names and signatures of those responsible and authorized to act in accordance with the agreement.

Corporation resolution forms are also known as corporate organizational minutes and resolutions. The corporate minutes benefit you in a variety of business and legal matters, such as borrowing money, raising capital, IRS audits, preventing shareholder or director disputes and claims, while ensuring that critical business information gets organized properly and stored with your other company records.

To create your organizational minutes/corporation resolution form, we have two available options:

1. Get our Corporate Kit for $29.95, which includes:

  • Corporate Organizational Minutes and Resolutions
  • Corporate Book and Seal with Slip Case Cover
  • Corporate Bylaws
  • Corporate Ownership Register
  • Banking Resolution
  • Stock Certificates
  • Legal and Business Attorney Advice
  • Preliminary Name Search

For only $29.95, we’ll provide you with a complete corporate kit (company records book and seal); preparing your bylaws (which establish the rules of your corporation), organizational minutes, ownership register, banking resolution, business name search, and stock certificates. Our corporate kit package not only includes the preparation of these complex legal documents, but our attorneys will render free legal, business formation, credit, and tax advice to help you achieve the best outcomes for those aspects of your business. We use a high-quality vinyl binder with a slipcase cover and a custom-made corporate seal to present your corporation as an organized, professional, and reliable entity to do business with to any future lenders, investors, and partners.

corporation-resolution-form-kit

2. Get a General Counsel Club membership for $139.95 per year, which includes:

  • Preparation of the notice and Minutes of your corporation’s annual meeting of shareholders or members and directors.
  • Unlimited Legal, Business, Credit, and Tax advice from our attorneys.
  • Availability of Registered Agent Service with Attorney-Client Privilege.
  • Entitlement to an advertisement for up to one year on our client bulletin board on our website.
  • Review of all mandatory state filings.
  • Access to our newsletter, “Entrepreneur’s Alert.”

View complete details and ordering information at www.AmeriLawyer.com/gcc

If you place your order online, you will be provided with a link to our annual meeting worksheet. We will use the worksheet to prepare the notice and minutes of your annual meeting. The preparation of these documents normally takes two weeks. We will e-mail them to you in a PDF format for you print, sign, and keep with your other company records.

Preview our Annual Meeting Worksheets here:

If you have any questions or need assistance, please call our office at (800) 603-3900 or if you need immediate assistance, fill out the form below.
Submit contact details for immediate assistance:
* Please give our attorneys up to 4 business hours to contact you. Thank you.

Company Resolution Form

The contents in a corporate bylaws document may be of influence to the decisions made in the corporate resolutions form. For this reason, we recommend that entrepreneurs look to an attorney for the preparation of custom bylaws. This way, you can establish the rules of your corporation before any board of director meetings and ensure that all present are on the same page. Corporation resolution forms bind all signatory directors to the responsibility and authority of carrying out the corporate resolution. A chosen secretary of the corporation certifies and signs that the time, date, location, directors, meeting decisions, and resolutions are true and correct.

Please note that corporation resolution forms are important legal documents that may get required in important business matters, such as opening corporate bank accounts or doing business with investment firms. It may also get used when another entity such as a bank requires verification of who the authorized party members are.
If you’re on the fence about any of the legal or business matters discussed here (or any), please call our office for a free attorney consultation at (800) 603-3900.
Client Testimonial: Roger Davis

★★★★★

My attorney for 30 years. They really do more than just set up corporations. I needed somebody to help me out of a serious legal matter they were able to take on the case for less than 1/2 of what the other attorney was charging me. Become a member of their Club it's like a hundred forty bucks a year and you get all the free legal advice you want. What a cheap insurance policy. I am so glad that I have them on my side.

Leveraged Buyouts: Buy a Business With No Money Down

Leveraged Buyouts: Buy a Business With No Money Down published on

Leveraged Buyout: Buy a business with no down-payment

Folks buy houses and even apartment buildings with no money down all the time, so why not buy a business with nothing down? A leveraged buyout allows you to buy a business with no down payment.  Just think of the advantages of the leveraged buyout:

  • You receive an existing customer base.
  • You receive a business with immediate sales and steady cash flow.
  • Your staff is hired and in place.
  • Your new business will already have its company policies and procedures established.
  • Your new business may have trademarks, copyrights and other intellectual property.
  • The existing assets of the business will be used by you to borrow funds and complete the purchase of the business.
  • Interest payments on the funds borrowed by the business to complete the purchase will be tax deductible.
Leveraged Buyout Lawyer
Submit contact details for immediate assistance:
* Please give our attorneys up to 4 business hours to contact you. Thank you.

Call (800) 603-3900 if you have any questions or for a free attorney consultation.

At Spiegel & Utrera, P.A., our attorneys can help you with the initial steps of your leveraged buyout. We have an opportunity called the Leveraged Buyout Collection and this consists of:

  • A long-term loan and debenture purchase agreement to provide working capital;
  • A security agreement to allow greater lender confidence through collateralization of the debtor corporation’s assets;
  • A senior subordinated note indenture for additional financing;
  • An asset purchase agreement for sales of the acquired corporation’s inventory, accounts receivable, intellectual property and other assets;
  • A stock purchase agreement for the purchase of shares of the acquirer.

If you are only beginning to consider the Leveraged Buyout as a business opportunity, your option may very well be to retain an attorney at Spiegel & Utrera, P.A. to help you identify a business which you can purchase using the Leveraged Buyout Collection.  Lawyers at Spiegel & Utrera, P.A. are always willing to assist you. Simply click here and send us an email requesting assistance.

Check out our video on using the leveraged buyout to buy a business or real estate!

Client Testimonial: Roger Davis

★★★★★

My attorney for 30 years. They really do more than just set up corporations. I needed somebody to help me out of a serious legal matter they were able to take on the case for less than 1/2 of what the other attorney was charging me. Become a member of their Club it's like a hundred forty bucks a year and you get all the free legal advice you want. What a cheap insurance policy. I am so glad that I have them on my side.

6 Things To Consider When Opening A Business

6 Things To Consider When Opening A Business published on

What you should know before you start your new business. Here are 6 things to consider when opening a business.

 

6 Things to consider when opening a business:

Business is not easy.  It takes work to not only start them, but make them thrive.  Below are six things every entrepreneur should consider before diving into a small business.

  1. Know what you’re getting into. Have you taken every step you need to take to learn about your business?  It is important to remember that sometimes your business has to be more than just an idea.
  2. Learn about your business. What are you selling?  Consider what is the good and bad about the product? What kind of mistakes have other businesses made?  What did they do to be successful?
  3. I.S.S. Don’t throw all your money overboard on something just to get attention.  You can always add to your business as it becomes more and more successful.
  4. If you are shy, its time to work on your outgoing skills.  Become more vibrant.
  5. Know the legalities of your business. The laws of opening a business are important.  If you don’t do it correctly, you can face major penalties which will in-turn, set your business back.
  6. It is important to set your business up for success, but you also need to set yourself up for those gut punches that life can hand you. How much money does it cost to run your business?  How long can you or your family survive with what you currently have in the account.  It is not uncommon that people start a business part time and grow it to a full-time business.  This is actually the smart thing to do

 

Visit our YOU TUBE Channel for more information

 

ARE YOU READY TO START YOUR BUSINESS?
INCORPORATE TODAY AT WWW.AMERILAWYER.COM
Not Ready? Have More Questions?
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.

Starting A Side Business

Starting A Side Business published on
Start A Side Business

Starting a Side Business

With the way that today’s economy is running, it is not uncommon to see several family members living in one house to be able to pay the mortgage or rent.  Its not uncommon however, to see the car running down the street on only 3 1/2 wheels because you can’t afford the cost of a new car.  Better yet, you cant afford the insurance that goes along with it.

Why not start a side business of your own?

You have thought about it many times, just like the rest of us, “how can I get a little bit more money coming into my house so that I don’t have to live paycheck to paycheck and without working 20 hours per day to do so”.  To start working a second job is pretty tough.  It requires day after day of working job number one to come home, or maybe not coming home, change and report to job number two.  Don’t forget that you also need to fit eating and sleeping in there somewhere.

What about a side business?

We all know that it is less likely that you can just quit your current job and jump head first into a new business with out even knowing how successful you may or may not be.  So maybe it is a good idea to start a side or part time business that can be operated when you have the time.

Now the only question we have to answer is What type of business is a good idea?  The first thing you would have to ask your self is “what do you like to do?”  Well, that just opened a can of worms didn’t it?  Let’s make it more specific.  “What do you like to do that the community can benefit from and pay you for?

What are you into?

There are so many types of jobs that you could do, but here are a few that may spark a fire in your mind.

  1. Blogging/Vlogging –  These days it is so easy to get a good blog out there.  Many people will pay for your advice.  I cannot stress enough how many people use google, yahoo or any other search engine to get advice on what car to buy or what movie to go see.  Writing reviews for up and coming movies can be quite profitable.  Plus who can resist the opportunity to go see a free movie before it even comes out to the public?
  2. Photography/Graphic Design – lets face it, our phones have great cameras these days, and we can take pictures of almost anything. A photographer has more access to the background.  The things you don’t even know are going on until the pictures are revealed.
  3. Online classes or tutorials – Are you a teacher? Would you like to teach people how to make a cake?  This may be a great second job for you.  Not only would you be able to hold a webinar to teach live classes, but you can offer the people you are targeting an opportunity to purchase the video for their own homes.  Maybe you would like to help people get fit.  You can start vlogging your personal training secrets and make tons of money just by expressing your opinion.

Are You Ready To Get Started?

It would not be too hard to create a business for side work and making extra money.  All you need to do is think about your approach, and make a plan.  We can help you with all of it.  If you have an idea of a business that you would like to start,  and we will get you that extra cash that you have been needing.

ARE YOU READY TO START YOUR BUSINESS?
INCORPORATE TODAY AT WWW.AMERILAWYER.COM
Not Ready? Have More Questions?
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.

Hands in the Tip Jar: Rights May Depend on Degree of Management

Hands in the Tip Jar: Rights May Depend on Degree of Management published on

A court recently held in that employee rights to tips may vary depending on specific job duties and the degree to which one has supervisory authority. Generally, management takes no cut of employee tips. Two federal suits were filed to determine to what extent middle-management may claim a share of the tip jar.

Baristas, whose duties are to serve clients were plaintiffs in one suit and sought to have shift supervisors removed from the distribution cut. In the related second suit, assistant store managers, who have limited authority subject to the head managerial decisions, filed as plaintiffs to include themselves in the cut.

On one hand, the court disagreed that “even the slightest degree” of authority waived an employee’s rights to tips; siding with the shift supervisors, the Court said they may still be entitled to tips since their primary duty is serving the client. On the other hand, an employee is not required to distribute tips to assistant store managers; the Court held that “…an employee granted meaningful authority or control over subordinates can no longer be considered similar to waiters or busboys.” Balancing the line between minimal responsibility and “final authority,” the Court concluded that “the line should be drawn at meaningful or significant authority or control over subordinates”

Visit our website for more information and to make sure your interests are protected!

Prevent Business Identity Theft By Monitoring Business Activities

Prevent Business Identity Theft By Monitoring Business Activities published on

Businesses that may not have the resources to regularly monitor identity theft risk face the greatest risk of identity theft, with negligence being the most common threat. Generally, businesses focus on survival, making payments, making payroll, not on keeping their business identities safe. Regardless of size, businesses should regularly monitor their corporate filings, business license filings, bank accounts and credit reports. They should also implement appropriate security protocols and document destruction policies, as well as limit the use of social network and Internet surfing on office computers. If you have not done so already, one of the best investments you can make is in a better quality shredder for your business.

Always be vigilant and on the lookout for the following types of business identity theft: changing entity records with credit bureaus; creating businesses with similar names and locations as legitimate businesses; reinstating dissolved or defunct businesses without proper authority to give historic value, then altering officers, directors, registered agent; foreign entity filings mimicking those in other jurisdictions; creating fictitious websites; obtaining corporate and personal information through malware and other computer viruses; dumpster diving.

Visit our website for more information and to make sure your interests are protected!

Georgia Annual Registration

Georgia Annual Registration published on

We would like to bring to your attention that Corporations and LLC’s registered or filed with the State of Georgia is required to file an annual registration. Annual registrations are due by April 1st of each year and may be filed as early as January 1st. Entities that do not timely file annual registrations, together with all required fees, may be subject to administrative dissolution or revocation of their authorization to transact business in the state of Georgia.    image1

An entity that is administratively dissolved may reinstate by filing an application for reinstatement along with a $100 filing fee and any unpaid annual registration fees. However, if another entity has filed under that corporation’s name during the period of administrative dissolution, a new name must be selected.

Avoid reinstatement fees and possibly losing your company name. Submit your Corporation or LLC HERE so that we can assist you with the required Georgia Annual Registration. Spiegel & Utrera, P.A. normally will contact you within 4 business hours to assist you with your annual registration.

The maintenance of your Corporation or LLC records are important and required by law. Filing your annual registration, preparing the notice and minutes of your annual meeting and maintaining your registered agent status is an easy way to maintain your corporate records, your corporate veil and to protect yourself from personal liability.

If your corporation is no longer doing business, please take the necessary steps to dissolve your Corporation, LLC or Partnership. By dissolving your entity properly, your entity will not be subject to identity theft or some one high jacking the entity, you will also no longer be responsible for state annual fees and state and federal taxes for your entity.

Visit our Website

 

Visit our website for more information and to make sure your interests are protected!

Email: info@Amerilawyer.com

Types of Power of Attorney

Types of Power of Attorney published on

Power of Attorney is a written document in which one person, the principal, appoints another person or people, the agent or attorney-in-fact, to legally act on his or her behalf. Most POA’s are “durable”, which means they remain active after you become incapacitated. All POA’s are revocable at any time, unless stated otherwise. All expire upon your death. Power of Attorney requirements vary by state.

image1

  • Limited Power of Attorney. Someone acts for you in specific situations. You can limit the time frame or scope of that responsibility, say, signing documents while you are out of the country or only trading stocks. This type of POA expires when the stated event occurs, you revoke it, or when you die. You can’t grant power of attorney for certain matters, including to create or make a will, to serve jail time or to vote.
  • General Power of Attorney. This grants broad authority to your agent. If you draft it to be durable, or if your state presumes it to be durable, it continues even after doctors deem you to be mentally incapacitated. It usually relates to financial matters. Your agent can sign transactions for you and make decisions about your affairs, including those related to banking and investing; managing, buying and selling property; filing income taxes; giving monetary gifts; changing your living situation; and hiring people to care for you.

 That POA is intended to be used only if you no longer want to manage your affairs or can no longer do so. You might feel safer drafting your POA to trigger, or spring, your incapacity, but your agent is more likely to get cooperation from banks and brokerages if it’s drafted to be made effective immediately.

  • Health Care Power of Attorney. Some states permit you to grant a power of attorney for medical decisions on your behalf. Others instead allow you to designate an agent or “health care proxy” for that purpose.

Our goal is to provide each of our clients with as much information as possible about types of Power of Attorney. Many legal aspects may be complex and confusing. We want you to know we are available to speak with you. If your affairs are complicated or if you are unsure, a consultation with Spiegel & Utrera, P.A. is recommended. We have taken the time to develop easy to understand kits which enable you to obtain these important legal documents for a fraction of what a visit to a lawyer’s office would cost for the same services.

POWER-OF-ATTORNEY

Click HERE for more information and to make sure your interests are protected.