Form a Corporation Form a 501a Corporation Form a 501c3 Corporation Form a Non Profit Corporation Form a Sub Chapter S Corporation Form a Professional Service Corp Form an IC-DISC Form an LLC Form a Dual Class LLC Form an Investment Club LLC Form a Professional Service LLC Form a Special Purpose LLC 401k Form a Special Purpose LLC IRA Form a General Partnership Form a Family Limited Partnership Form a Limited Liability Partnership Form a Ltd Liability Ltd Partnership
Spiegel & Utrera, P.A. is a fully licensed law firm that delivers professional legal services at extremely affordable prices. 
"Start, Expand, Buy, Sell Your Business Today" ON THE AIR with Larry Spiegel and host Joe Castello. Listen to our show at www.AmeriLawyer.com/radioshow
WHAT'S IMPORTANT TO YOU? Starting a Business? Anonymity? New Credit Profile? Tax Avoidance? Avoiding Probate? Tax Shelter?
Asset Protection? Building a Brand? Attracting Investors? At AmeriLawyer.com we can help!
WHAT'S IMPORTANT TO YOU? Starting a Business? Anonymity? New Credit Profile? Tax Avoidance? Avoiding Probate? Tax Shelter?
Asset Protection? Building a Brand? Attracting Investors? At AmeriLawyer.com we can help!
Our offices WILL BE CLOSED on Thursday, November 26th and Friday, November 27th and we wish everyone a very happy Thanksgiving Day. Spiegel & Utrera, P.A.'s General Counsel Club members can email clubassist@amerilawyer.com or call 1 (800) 603-3900 during normal business hours for immediate business or personal legal assistance. Use our online order form to Incorporate, Trademark, Copyright, Asset Protection or to make changes to your Corporation, LLC or Trust. -- Gobble Gobble!
Delaware Limited Liability Company
$118.95
Price Includes State Filing Fee!
(INCLUDES DELAWARE'S $90 STATE FILING FEES, ATTORNEY'S FEES, LLC SEAL AND BOOK, ARTICLES OF ORGANIZATION, LLC MINUTES, LLC REGULATIONS, MEMBERSHIP CERTIFICATE AND PRLIMINARY NAME SEARCH)
For one low fee of $118.95, your Delaware LLC is COMPLETE and
Yes, even Includes Attorney's Fee (No Hidden Attorney Fees).
If you prefer, we can take your billing details over the phone. Simply submit your order without billing information. Thank you! |   |  Get Started Today! INCORPORATE IN DELAWARE |
Getting Started:
Information and Services for the success of your business from Spiegel and Utrera, P.A.:
Starting a business is hard work. Creating a successful business is even harder. Don’t let your business fail before it even gets off the ground. Let Spiegel & Utrera, P.A. help jump start your new enterprise and put you on the road to success. Scroll down to see valuable business information and all of the start-up services that Spiegel & Utrera, P.A. provide. Click on any of the links below to jump to that section.
Don’t become Another Business Statistic!
SUCCESS STARTS WITH PLANNING! LET SPIEGEL & UTRERA, P.A. HELP YOU GROW YOUR BUSINESS.
Many businesses fail to complete their initial year. Usually this is because the owners of the business simply lacked the knowledge necessary to run a successful enterprise. When you form a Limited Liability Company with Spiegel & Utrera, P.A. you become part of our family. As part of our family we are dedicated to see you and your business grow into a thriving enterprise. Below you will find valuable information and services to help you start your business. Many pitfalls that cause start-up businesses to fail are discussed and ways to avoid these pitfalls are recommended. Please take a minute to look over the information below. It just may save your business.
Return to MenuThe Limited Liability Company (“LLC”) is a hybrid entity that is very flexible and, depending on how many owners (known as “Members”) and what such Members elect to do, may be taxed as a partnership or corporation, if it has multiple Members, or as a sole proprietorship, if it has only one member, while providing limited liability protection for all of its Members. For federal tax purposes, an LLC, like a partnership or sole proprietorship, is a pass-through entity; thus, its income and losses are taxed only at the member level. However, all members of an LLC, like the shareholders of an S corporation, have limited liability for the debts and claims against the LLC. No member will be burdened with the personal liability.
The main advantage of the LLC is that it is not burdened with the ownership restrictions imposed on a small business corporation (also known as a Subchapter S Corporation). An LLC may have more than 100 Members or as few as one. Its interests may be held by corporations, partnerships, Non Resident Aliens, trusts, pension plans and charitable organizations; the LLC may make special allocations, thereby avoiding the single class of stock requirement applicable to an S corporation; and it may own more than 80% of the stock of a corporation and, therefore, may be a member of an affiliated group.
The Members of the LLC become owners of the Company by putting capital (making a “Capital Contribution”) into the Company in exchange for a Membership Interest, which is expressed as a percentage. Typically, the allocation of profits and losses are proportionate to the Membership Interest. The Capital Contribution can be money, real estate, equipment, future service (“sweat equity”) etc., and if it is something other than money, it should be assigned a value agreed upon by the Members. For example, Bill and Mike want to set up a company to operate a retail athletic goods store. Bill puts in $51,000 and Mike will work 60 hours next year managing the store and his sweat equity will have an agreed upon value of $49,000.
The LLC is operated by Managers that handle the day-to-day activities of the LLC. The Managers may be all of the Members, some of the Members, or it may even be managed by a person or entity that has no ownership interest in the company. Since such a non-Member Manager will not share in the profits and losses, perhaps they will be paid a salary or commission as agreed upon in a Management Agreement.
For tax purposes, an LLC taxed as a partnership or a disregarded entity (similar to a sole proprietorship) may have advantages over a Subchapter S Corporation with respect to the amount of deductible losses. The amount of a Subchapter S Corporation shareholder's deductible losses is limited to the sum of the shareholder's basis in his stock and any loans from the shareholder to the corporation. In contrast, a partner can deduct losses in an amount up to the sum of the basis in the partnership interest, the allocable share of partnership income, and his allocable share of qualifying partnership debt.
How the taxes work is simple. For example, each of 10 individuals contribute $100,000 to a newly formed entity to acquire an office building. The entity borrows from a bank an additional $5,000,000 as the balance of the building's $6,000,000 purchase price. If the entity is taxed as a Subchapter S Corporation, each shareholder's loss deductions are limited to $100,000. However, if the entity is an LLC taxed as a partnership, each member can deduct losses up to $600,000 ($100,000 basis plus $500,000 share of the entity's debt). These losses may then be used by the individuals to offset other income they may have from other sources.
 Do you need a Registered Agent Service that includes attorney client privilege for your company or corporation? You can select our Registered Agent Service and General Counsel Club at the time of ordering your LLC at a cost of $89.95 for 13 months. So, for a total cost of $208.90 (that's just $118.95 + $89.95), we can provide you with our Complete LLC Company Package, INCLUDING FREE STATE FILING FEES, with our Registered Agent Service which also includes attorney client privilege. IN ADDITION, you will also receive unlimited confidential telephone consultations all year long on all your legal matters, both business and personal; our firm will prepare the minutes for your LLC’s Annual Meeting of Members and Managers; our firm will comply with all statutes and applicable laws relating to your LLC’s Registered Agent & Registered Office; our firm will review all mandatory State LLC filing documents as required by the Secretary of State; our firm will act as your LLC’s General Counsel; you will receive our firm’s newsletter, "Entrepreneur’s Alert®", which is published six times a year and provides valuable insight into running your business from a legal and business point of view. |
How To Build Your Business Return to Menu
Believe it or not, starting a business is more than just complying with regulations, at some point you have to go find customers! Building your business often gets lost when you are confronted with all of the other matters which must be taken care of. This should not be the case. Without customers you will not have a business for long! Two powerful business builders worthy of your consideration are below.
Service Agreement 
- The Foundation for a Successful Service Business – You are LOSING $$$ without it! ▲
The bedrock foundation of many service businesses is a customized written agreement entered into with its customers. Many franchises sold for tens of thousands of dollars are business formats revolving around a Service Agreement. The key with a Service Agreement is to make it work as a marketing tool offering the business services in the widest variety of formats to your customers. For example, a one-time use customer needs to be converted to a monthly, quarterly or annual type repeat customer. At Spiegel & Utrera we want to help you get, and keep, your customers while looking professional and at the same time maximizing each sale with a friendly service agreement. A Service Agreement starts at $367.95 up to $897.95 depending upon its complexity if ordered at the time of forming your LLC. We will prepare a draft of your Service Agreement and deliver the draft by fax or email to you for your review. Once you have had an opportunity to review the Service Agreement we will meet over the telephone to discuss the various aspects of the draft Service Agreement. Thereafter, Spiegel & Utrera will make changes to the Service Agreement to finalize it. Once the Service agreement has been finalized and delivered to you, you should take it to your printer to be printed and padded so it will always look professional and non-negotiable.
Delaware LLC Operating Agreement (Mandatory Under Delaware Law) 
- Avoid Member Disputes with a Comprehensive Agreement ▲
The way the LLC will be run is described in an Operating Agreement. The Operating Agreement defines the duties and responsibilities of the Members to each other and to the LLC.
A well-drafted LLC Operating Agreement will:
- Designate the Members that invest in the business;
- Designate the Managers that handle the day-to-day operations of the business and describe Managers’ management powers and control;
- Describe the amount of capital contributions that the Members have to make, how much and when distributions of profits will take place and allocate losses among the Members to minimize tax liability;
- Ensure compliance with filing requirements with the Secretary of State by mandating an annual report;
- Provide a framework for the settlement of disputes between Members by allowing mediation and arbitration as a quicker, cheaper method;
- Prevent a Member from competing against the LLC by selling the same products or offering the same services;
- Require Members to maintain the confidentiality of all customer names and other business records so that Members don’t run off with valuable LLC secrets or intellectual property;
- Prevent a Member from impairing the goodwill of the LLC by bad-mouthing the management or financial standing of the business; and
- Prevent a Member from soliciting customers of the LLC for new LLC business.
The agreement should be very thorough and anticipate common company problems so that the proper course of action is defined ahead of time rather than leaving Members “flying by the seat of their pants,” so to speak. A draft of this Agreement will be prepared as part of our service, so you may review the Agreement and make changes and discuss it with one of our Attorneys. Normally, the fee to prepare such a comprehensive agreement of this nature would be $1,500 or more. However, your cost is only $99.95 for a single member LLC and $249.95 for up to 4 members of a multi member LLC, additional members are $50 each, if prepared in conjunction with the LLC formation.
Dual Class LLC Operating Agreement ▲
The Dual Class LLC is a special type of LLC that follows proposed IRS regulations which allow an LLC to be deemed analogous to a limited partnership for Federal Income Tax purposes. The Dual Class LLC is structured to admit both active, management-providing members (“General Members”) in addition to more passive, capital-contributing members (“Limited Members”). In doing so, the members/owners acting solely as limited partners are not subject to the Self Employment (“SE”) tax. THE SELF-EMPLOYMENT TAX RATE IF CURRENTLY 15.3%. THE RATE CONSISTS OF TWO PARTS: 12.4% FOR SOCIAL SECURITY AND 2.9% FOR MEDICARE.
Here’s how it works. The Spiegel & Utrera, P.A. Dual Class LLC is divided as follows:
Class A General Member Units: The smaller manager class receives a priority preferred return of income (for example, a management or sales fee arrangement) that is contingent on the profitability of the LLC. As such, it may not be a fixed compensation amount or it will constitute a guaranteed amount, which is prohibited.
Class B Limited Member Units: This portion of the LLC membership interests is the cash-contributing members’ interest and is structured as a non-manager class qualifying for limited partner status. This class receives a cumulative preferred-priority return of profits based on their unreturned capital contributions, whereas the smaller active manager class would not.
EXAMPLE FOR A ONE MEMBER DUAL CLASS LLC
For example, assume in a single member Dual Class LLC with just one member, the member may be assigned as much as 66 2/3% of its ownership to the non-manager class qualifying for limited partnership status. This class then receives a cumulative preferred-priority return of profits based on their unreturned capital contributions thereby avoiding the SE tax on 66 2/3% of this members’ interest in the Dual Class LLC. The remaining 33 1/3% percent is subject to SE Tax as it would be assigned to the smaller manager class which would be assigned to the smaller manager class which would receive a preferred-priority return of income (for example, a consultant, management or sales fee arrangement that is contingent on the profitability of the LLC.) As such, it may not be a fixed compensation amount or it will constitute a guaranteed amount, which is prohibited.
EXAMPLE FOR A MULTI MEMBER LLC
For example, assume a Dual Class LLC with more than one Member. The SE Tax savings are at least equal to the One Member Dual Class LLC. However, the SE Tax savings may be as much as 100% for a Member depending upon the degree of active participation by that Member in the Dual Class LLC.
To make your LLC a Dual Class LLC requires a customized Dual Class Operating Agreement which is just $300 of ordered at the time of forming your LLC.
Special Purpose LLC Operating Agreement - Avoid Member Disputes with a Comprehensive Agreement ▲
The way the LLC will be run is described in an Operating Agreement. The Operating Agreement defines the duties and responsibilities of the Members to each other and to the LLC.
A well-drafted LLC Operating Agreement will:
- Designate the Members that invest in the business;
- Designate the Managers that handle the day-to-day operations of the business and describe Managers’ management powers and control;
- Describe the amount of capital contributions that the Members have to make, how much and when distributions of profits will take place and allocate losses among the Members to minimize tax liability;
- Ensure compliance with filing requirements with the Secretary of State by mandating an annual report;
- Provide a framework for the settlement of disputes between Members by allowing mediation and arbitration as a quicker, cheaper method;
- Prevent a Member from competing against the LLC by selling the same products or offering the same services;
- Require Members to maintain the confidentiality of all customer names and other business records so that Members don’t run off with valuable LLC secrets or intellectual property;
- Prevent a Member from impairing the goodwill of the LLC by bad-mouthing the management or financial standing of the business; and
- Prevent a Member from soliciting customers of the LLC for new LLC business.
The agreement should be very thorough and anticipate common company problems so that the proper course of action is defined ahead of time rather than leaving Members “flying by the seat of their pants,” so to speak.
Memorandum of Operating Agreement ▲
A Memorandum of Operating Agreement is designed to obtain maximum anonymity when disclosing the existence of an Operating Agreement to a third party. The Memorandum of Operating Agreement will include the name of the LLC, its principal location, its mailing address, its principal purpose, the Operating Manager along with specimen signature, any Vice Operating Manager(s) with specimen signature, the powers of the Operating Manager, election and tenure of Managers and Officers, if any, the names of the Members and Officers along with specimen signature and bank disbursement authorizations. The Memorandum of Operating Agreement is very thorough and anticipates common situations that may require the Memorandum of an Operating Agreement. However, your specific situation may call for a customization of the Memorandum of Operating Agreement, regardless, the price is the same. A draft of the Memorandum of Operating Agreement will be prepared as part of our service so you may review the Memorandum of Operating Agreement and make any changes and discuss same with one of our attorneys. Normally, the fee to prepare such a comprehensive Memorandum of Operating Agreement of this nature would exceed $800. However, your cost is only $99.95 for a Single Member LLC and $167.95 for up to 4 members of a Multi-Member LLC, additional members are $10 each, provided the Memorandum of Operating Agreement is prepared in conjunction with the formation of the LLC and the drafting of the Operating Agreement for the LLC.
LLC Management Agreement - Providing Maximum Protection for Your LLC ▲
Every LLC should enter into a written Management Agreement between the LLC and its Manager(s). The Management Agreement should be drafted in such a way so that it conforms with the provisions of the LLC Operating Agreement and, in addition thereto, it will:
- Describe the terms of the Manager’s employment, such as the duties, responsibilities and compensation of the LLC Manager(s).
- It states that the Manager(s) will not compete against the LLC for a specific period of time after leaving the LLC;
- Prohibit the Manager(s) from disclosing any of the LLC’s business records, computer data, trade secrets, methods of operation, et cetera;
- Prevent the Manager(s) from soliciting customers or clients of the LLC; and
- Prevent the Manager(s), after leaving the LLC’s, from soliciting the LLC’s employees to work elsewhere.
The cost of the Management Agreement is just $150, if ordered at the time of forming your LLC.
Spiegel & Utrera, P.A. General Counsel Club & Registered Agent Service with Attorney Client Privilege ▲
Experienced Legal Advice to Help You Save Money with Added Confidentiality Protection.
Let Spiegel & Utrera, P.A. help you grow your business.
Our firm has what we call the “General Counsel Club”. Select this valuable service at the time of ordering your LLC and receive an additional one month Bonus – so that your first year of service will cover 13 months PLUS take a $50 discount, so you pay only $89.95 for the first 13 months of service. You get:
- Unlimited telephone consultations all year long on matters relating to legal and strategic business advice;
- Our firm will prepare the Notice and Minutes of your LLC’s Annual Meeting of Members and Managers;
- Our firm will act as your LLC’s General Counsel;
- Our firm will comply with all statutes and applicable laws relating to your LLC’s Registered Agent & Registered Office. Be aware that when Spiegel & Utrera, P.A. serves as your General Counsel, Registered Agent and Registered Office, the Attorney-Client Privilege is in effect. What does this mean? For example, let’s say Spiegel & Utrera, P.A. receives a subpoena to produce information about the formation of your Corporation, LLC, Partnership or Trust because of alimony, child support, bankruptcy, debt collection, foreclosure, IRS, tax collection, government enforcement action, criminal matter or anything else, Spiegel & Utrera, P.A. is duty bound not to disclose any information contained in any client communications whether oral or written. That includes any order for a Corporation, LLC, Partnership or Trust and any communications, whether from you or Spiegel & Utrera, P.A. Communications between an attorney and client are privileged from disclosures and such attorney-client privileged information will not be disclosed. See Upjohn Co. v. United States, 449 U.S. 383 (1981). The attorney-client privilege recognizes that sound legal advice or advocacy serves public ends and that such advice or advocacy depends upon the lawyer being fully informed by the client. Trammel v. United States, 445 U.S. 40, 51, 100 S.Ct. 906,913, 63 L.Ed.2d 186 (1980). Further, the attorney-client privilege applies indefinitely and termination of attorney-client relationship does not terminate the attorney-client privilege. Swidler & Berlin v. United States, 524 U.S. 399 (1998). This is powerful legal precedent to have working for you and you can only obtain it from a lawyer. A non-lawyer Registered Agent or Registered Office service does not offer this valuable confidentiality protection;
- Our firm will review all mandatory State LLC filing documents as required by the Secretary of State;
- You will receive our firm’s newsletter, “Entrepreneur’s Alert®”, which is published six times a year and provides valuable insight into running your business from a legal and business point of view.
Minority Owned Businesses (MBE) Certification ▲
A minority-owned business is a for-profit enterprise, regardless of size, physically located in the United States or its trust territories, which is owned, operated and controlled by minority group members. "Minority group members" are United States citizens who are Asian, Black, Hispanic and Native American. Ownership by minority means the business is at least 51% owned by such individuals. Further, the management and daily operations are controlled by those minority group members. The fee for Minority Owned Business Certification if ordered at the time of formation of the company is $750.
You select the Certifying Organization. Choose from any of the individual states in the US, any county in the US, National Minority Supplier Development Council, Disadvantaged Business Enterprise Certification, Small Business Administrations 8a Certification or Federal Small Disadvantaged Business designation. The fee for Minority Owned Business Certification if ordered at the time of formation of the company is $750.
Women Owned Businesses (WBE) Certification ▲
A women-owned business is a for-profit enterprise, regardless of size, physically located in the United States or its trust territories, which is owned, operated and controlled by women members. The women who qualify the business must be U.S. citizens. Ownership by women means the business is at least 51% owned by women. Further, the management and daily operations are controlled by those women members. The fee for Women Owned Business Certification if ordered at the time of formation of the company is $750.
You select the Certifying Organization. Choose from any of the individual states in the US, any county in the US, Women’s Business Enterprise National Council, National Minority Supplier Development Council, Disadvantaged Business Enterprise Certification, Small Business Administrations 8a Certification or Federal Small Disadvantaged Business designation. The fee for Women Owned Business Certification if ordered at the time of formation of the company is $750.
Veteran Owned Small Business (VOSB) Certification ▲
The Veteran Owned Small Business Certification is available for small businesses that are majority owned and managed by a veteran who is directly involved in the day-to-day operations. With this certification, veterans gain a competitive edge for winning government contracts and attracting customers. As a business group that is considered ‘disadvantaged’ in the U.S., certifying your business can help in your present and future operations.
Once your business is certified, you can join ConnXus’ database of diverse suppliers. This searchable platform makes it easy for large companies to find and select your business for their product and service needs. The next time a Fortune 2000 company is looking for a certified-diverse business, you’ll be in the best position to meet their needs.
The fee for the Veteran Owned Small Business Certification if ordered at the time of formation of the company is $750.
Service Disabled Veteran Owned Small Business (SDVOB) Certification ▲
The purpose of the Service Disabled Veteran Owned Small Business Certification is to provide procuring agencies with the authority to set acquisitions aside for exclusive competition among service disabled veteran owned small business concerns, as well as the authority to make sole source awards to service disabled veteran owned small business concerns.
In order to be eligible for the Service Disabled Veteran Owned Small Business Certification, you and your business must meet the following criteria: the Service Disabled Veteran must have a service-connected disability that has been determined by the Department of Veterans Affairs or Department of Defense; the Service Disabled Veteran Owned Small Business must be small under the North American Industry Classification System code assigned to the procurement; the Service Disabled Veteran must unconditionally own 51% of the Service Disabled Veteran Owned Small Business; the Service Disabled Veteran must control the management and daily operations of the Service Disabled Veteran Owned Small Business; and the Service Disabled Veteran must hold the highest officer position in the Service Disabled Veteran Owned Small Business.
Once your business is certified, you can join ConnXus’ database of diverse suppliers. This searchable platform makes it easy for large companies to find and select your business for their product and service needs. The next time a Fortune 2000 company is looking for a certified-diverse business, you’ll be in the best position to meet their needs.
The fee for the Service Disabled Veteran Owned Small Business Certification if ordered at the time of formation of the company is $750.
SBA (8a) Business Certification ▲
SBA (8a) is an ownership/diversity certification sponsored by the Small Business Association (SBA) of the United States government. This certification is intended for organizations that are owned and controlled at least 51% by socially and economically disadvantaged individuals.
You must be an economically disadvantaged person. For the 8(a) program this means all applicant individuals must have a net worth of $250,000 or less, excluding the value of the business and personal residence. You must be in business for at least two years or apply for a waiver of the two-year requirement. SBA may waive the two years in business requirement if each of the following five conditions are met:
- The individual or individuals upon whom eligibility is based have substantial business management experience;
- The applicant has demonstrated technical experience to carry out its business plan with a substantial likelihood for success if admitted to the 8(a) BC program;
- The applicant has adequate capital to sustain its operations and carry out its business plan as a Participant;
- The applicant has a record of successful performance on contracts from governmental or nongovernmental sources in its primary industry category; and
- The applicant has, or can demonstrate its ability to timely obtain, the personnel, facilities, equipment, and any other requirements needed to perform contracts as a Participant.
The fee for the SBA (8a) Certification if ordered at the time of formation of the company is $750.
Start-Up Essentials Return to Menu
Many new business owners don’t realize what is required to legally conduct business in Delaware . The last thing you want is to lose your business because you didn’t know that you needed register a fictitious name. Below are some of the most common items that new businesses need in order to be compliant with the state of Delaware and other services that you may find advantageous for your business.
Choosing a Name for Your Limited Liability Company ▲
Choosing a name for your Limited Liability Company should be a well thought our process. Generally, a Limited Liability Company name may be adopted if there is not the same as or too similar to an existing name on the state Limited Liability Company records.
When determining name availability, Spiegel & Utrera, P.A. checks names only against names of limited liability companies registered in the state you are attempting to form your Limited Liability Company (e.g., a proposed limited liability company name is checked for availability only against other like limited liability company names) and only with the state agency responsible for limited liability company formations.
Names are not checked against state or federal trademark or service mark registrations nor against state or local fictitious, assumed or alternate business name registrations.
Bank accounts, uniforms, menus, vehicle signage and other business signage, a website, business cards, stationery, etc. should not be ordered and no financial commitments should be made until you know the name is available from the State and Federal, State and Common Law Trademark searches you have completed.
Avoid the ramifications of selecting a company name that is already in use by another and possibly prevent:
A lawsuit being filed against you and your business for federal or state trademark infringement;
Loss of business due to a subsequent change of name;
The embarrassment of being served legal papers during business hours in front of employees and customers;
The cost of changing the company name through the process of an amendment;
The cost of changing all marketing materials that are utilized when operating a business such as bank accounts, uniforms, menus, vehicle signage and other business signage, a website, business cards, stationery, etc.
Overwhelming stress upon you and the business denies your business the focus, energy and financial resources that are necessary to see that your business succeeds.
Selecting someone else’s company name can be a very expensive business lesson that can be avoided.
Avoid the problem of having you and your Limited Liability Company accused of Trademark Infringement and the possible litigation stemming from State and/or Trademark Infringement by allowing Spiegel & Utrera, P.A. to do the appropriate state and federal trademark searches as follows:
Federal Trademark or Servicemark Search and Attorney Opinion
A search of the United States Government's records including Marks that have been registered and are currently pending registration and an opinion as to the results of the search. Up to 3 words - $275. More than 3 words would be $50 per additional word.
State Trademark or Servicemark Search and Attorney Opinion
The state search includes a thorough examination of Trademarks registered in a particular state and an opinion as to the results of the search. The price for a Trademark search is $99.95 per State for up to three words. More than 3 words would be $50 per additional word per state.
Common Law Trademark Search and Attorney Opinion
Search includes Marks that are in use but may not be registered with the United States Government or a State and an opinion as to the results of the search. The results of a Common Law Search can be very important because whoever uses a Mark first generally has a superior right to the name - $250.
Combo Search and Attorney Opinion
Combo search includes the U.S. Government, one State and Common Law search and an opinion as to the results of the search. This assures the most comprehensive investigation. The Mark must only consist of up to three words - $524.95. You receive a savings of $100 by ordering these searches now. More than 3 words would be $50 per additional word per state. Additional states are $50 per state.
Federal Tax ID Number - Required for a Business Bank Account ▲
The equivalent of a social security number for an LLC. You will need it to operate your business and open a bank account for the LLC. We can obtain this number for you and the advantage of allowing us to get it for your LLC, is that we will deliver it with your LLC for only $35, so you may open your bank account immediately. If you are a Foreign National without a United States Taxpayer Identification Number or a United States Social Security Number, the charge for the Federal Tax ID Number is $125.
Delaware Fictitious Name - Required if Conducting Business in a Name other Than the Full and Complete Company Name ▲
If your company will hold itself out to the public, operate a website, engage in marketing or operate its business under any name other than its full and complete legal name, it is required by law, to register what is known as a Fictitious or Assumed Name. This name is commonly called a dba or doing business as. Our service is complete and includes a name search of your fictitious name, preparation of all company resolutions and an affidavit along with the filing of all documents and payment of all filing fees to the State of Delaware. If ordered at the time of forming your company, we offer this service for an additional $149.95 for two week service; $224.95 for 3 day service and $299.95 for next day service. Please bear in mind that the service completion time begins with the formation of your new company and relates to the preparation of the documentation by Spiegel & Utrera, P.A.
Business License ▲
The Business License package will give you the license, permit & tax registration information as well as the actual applications for your business.
- The package is complete and will provide you with an overview of the licenses, permits and tax registration required for your business.
- Licensing authority, contact information, including name, address, telephone number, etc.
- Detailed information on how much money to send with each application and where to send it.The actual license, permit and tax registration applications and associated documents.
The charge for this service if ordered at the time of forming your Limited Liability Company is $99.95.
Bank Letter – Facilitate the opening of your Corporation's Initial Bank Account ▲
This is an attorney opinion letter prepared by Spiegel & Utrera, P.A. to assist and facilitate the opening of your LLC’s initial bank account. Due to heighten security, identify theft and fraud, many Banks require substantiation from the LLC’s attorney as to the identities of the LLC’s Members, Managers and Officers. Spiegel & Utrera, P.A. will prepare and execute an Attorney Opinion Letter identifying your LLC’s Members, Managers and Officers. This Bank Letter will then be presented by you at any Bank you chose to open your LLC’s initial Bank Account. You should be aware that this Attorney Opinion Letter is time sensitive and should be presented at a Bank within a reasonable period of time after you receive your Company Book and Records from Spiegel and Utrera, P.A., otherwise a Bank may not accept the letter. The charge for the Bank Letter, if ordered at the time of forming your LLC, is $149.95. It is very important to understand that if you do not order the Attorney Opinion Letter at the time of forming your LLC but order it after the delivery of your Company Records and Book, the charge for the Attorney Opinion Letter will be $499.95. Please understand this increased charge is necessitated because of the additional work which must be undertaken by Spiegel & Utrera, P.A. including public records examination, the return by you of the Company Records and Book to Spiegel & Utrera, P.A. for review and examination and the preparation of statements and/or affidavits which must be prepared by Spiegel & Utrera, P.A. for execution by you so as to enable Spiegel & Utrera, P.A. to prepare the Attorney Opinion Letter.
Mail Forwarding Service - Get Your Business Up and Running, Even without a Physical Location ▲
If you have not set up your company office or you want your attorney to receive your company mail, you may use any Spiegel & Utrera, P.A. office address as your mailing address. Our mail forwarding service is only $15 per month. There is a six month minimum order. However, the mail forwarding service may only be cancelled in writing. There is also an initial postage deposit of $25, additional postage/shipping, if any, will be billed separately. In order to participate in Spiegel & Utrera, P.A.'s Mail Forwarding Service, your company must complete an Application for Spiegel & Utrera, P.A.'s Mail Forwarding Service. The application will be emailed to you after the formation of your entity. For our mail forwarding service terms and conditions, click here
Premium Mail Forwarding Service Add-on – (Username and Password Protected, Uploaded to a Secure Internet Folder) ▲
Once you have ordered our Mail Forwarding Service, you may also select our Premium Mail Forwarding Service add-on. When you have the Spiegel & Utrera, P.A. Premium Mail Forwarding Service add-on, we will open your Certified, Registered and First Class Mail and upload it to a secure Internet folder for you to review or download. You will be assigned a Username and Password to access your secure Internet folder. The charge for the Spiegel & Utrera, P.A. Premium Mail Service is $40 per month with a six month minimum order and you must maintain an active mail forwarding service. The mail forwarding service add-on includes up to 20 mail pieces or up to 100 scans per week. There after additional charges shall apply.
Delaware Business Registration ▲
Whenever a LLC is filed in the State of Delaware, the LLC is required to file a Delaware Business Registration to obtain a Delaware Business License. We can initiate the documentation to register your business for you and deliver it with the LLC. The cost at the time of incorporating is $100.
Taxpayer Identification Number for Foreigners - For Resident and Non-Resident Aliens ▲
An Individual Taxpayer Identification Number is a tax processing number only available for certain nonresident and resident aliens, their spouses and dependants who cannot get a Social Security Number. It is a 9-digit number, beginning with the number “9”, formatted like a Social Security Number (NNN-NN-NNNN). Spiegel & Utrera, P.A. will prepare all the documentation necessary for you in order to obtain your Individual Taxpayer Identification Number. At AmeriLawyer, we have been approved as a Certifying Acceptance Agent by the United States Department of the Treasury, Internal Revenue Service. As such, we are authorized to expedite the processing of your Individual Taxpayer Identification Number. The charge for this service is $299.95.
USDOT Number ▲
Companies that operate commercial vehicles transporting passengers or hauling cargo in interstate commerce must be registered and must have a USDOT Number. A USDOT Number is generally for vehicles involved in interstate commerce that have a gross combination weight of 10,0001 pounds or more or designed or used to transport more than 8 passengers (including the driver) for compensation or designed or used to transport more than 15 passengers (including the driver) and is not used to transport passengers for compensation. Also, commercial intrastate hazardous materials carriers who haul quantities requiring a safety permit must register for a USDOT Number. If ordered at the time of forming your LLC, the fee for a USDOT Number is $367.95 plus applicable government application fee depending upon your particular activities.
Certificate of Good Standing ▲
A Certificate of Good Standing is a document issued by the state that shows that your Company has met its statutory requirements and is authorized to do business in that state. Among other things, a Certificate of Good Standing confirms that your Company is up to date on its state fee payments, has filed its annual report and has paid its franchise taxes. Certificates of Good Standing are frequently requested by state governments if you are applying for a foreign qualification in that state, lenders when you are trying to obtain financing, banks for certain transactions, and evidence in order to obtain or renew licenses or permits. If ordered at the time of forming your company, the fee for a Certificate of Good Standing is $167.95 for regular service of approximately 10 to 15 business days or $242.95 for expedited service of 2 to 3 business days.
For Your Website Return to Menu
Federal Copyright Your Website – This shows everyone that your website is copyrighted and that it is protected under federal law ▲
A Federal Copyright is a form of protection provided by the laws of the United States for certain intellectual works. There are many reasons why you should copyright your website. One is because you wish to have the federal copyright in the public record and because before an infringement suit may be filed in court, registration is necessary for works originating in the United States. Also, your copyrighted and registered material may be eligible for statutory damages and attorney’s fees during litigation. If you register your website, that registration is in and of itself enough evidence to prove your ownership of the website. Once you have registered your website as a federal copyright, you may place the federal copyright symbol © your website. This shows everyone that your website is copyrighted and that it is protected under federal law. The charge for the Federal Copyright registration, if done at the time of incorporating, is $239.95, plus any government filing fee which will be paid at the time of the filing of the copyright registration.
Your Website's Terms and Conditions – Legally binding and helpful to maintain a high level of community trust ▲
Establishing a website can create a myriad of issues regarding potential liabilities for both user and the owner of the website. By using your website, the user must agree to abide by your Terms and Conditions. When prepared properly, your Terms and Conditions are legally binding and helpful to maintain a high level of community trust because of transactions and/or interactions taking place. The goal of providing Terms and Conditions is to disclose to users your policies on a number of different issues. The Terms and Conditions Spiegel & Utrera, P.A. will prepare for your website will include: Basic Terms; Content of the Services; User Obligations; Company Rights; Restrictions on Content and Use of Services; Copyright Policy; Special Provisions required by your business model; Advertisers; Links; Cookies; Limitation of Liability; Disclaimer; Waiver and Severability; Dispute Resolution; Notices and Service of Process; Complaints; Controlling Law and Jurisdiction; Amendments and Notice of Changes and Entire Agreement Provisions.
The preparation of Terms and Conditions for your website costs only an additional $349.95 when ordered with the formation of your LLC and initially comes to you for review so you may have an opportunity to make any revisions thereto before being finalized by Spiegel & Utrera, P.A. and delivered to you electronically so you may easily post it on your website.
Your Website's Privacy Policy – Legally binding and helpful to maintain a high level of community trust ▲
Establishing a website can create a myriad of issues regarding potential liabilities for the owner of the website. During the use of your website, the user must understand the Privacy Policy of your website. When prepared properly, the Privacy Policy is legally binding and helpful to maintain a high level of community trust because of transactions and/or interactions taking place. The goal of providing the Privacy Policy is to disclose all of the ways your website will respect the dignity of the user’s privacy. The Privacy Policy prepared by Spiegel & Utrera, P.A. for your website will include: Statement of Rights and Responsibilities; Sharing your Content and Information; Collection and Use of Information; Public Information; Registration and Account Security; Profile Content; Safety; Amendments; Limitation of Liability; Disclaimer; Waiver and Severability; Dispute Resolutions; Notices and Service of Process; Complaints; Controlling Law and Jurisdiction; Amendments and Notice of Changes and Entire Agreement Provisions.
The preparation of Privacy Policy for your website costs only an additional $349.95 when ordered with the formation of your LLC and initially comes to you for review so you may have an opportunity to make any revisions before being finalized by Spiegel & Utrera, P.A. and delivered to you electronically so you may easily post it on your website.
E.U. Safe Harbor Website Privacy Policy ▲
The European Commission’s Directive on Data Protection went into effect in October of 1998, and would prohibit the transfer of personal data to non-European Union countries that do not meet the European Union (E.U.) “adequacy” standard for privacy protection. While the United States and the E.U. share the goal of enhancing privacy protection for their citizens, the United States takes a different approach to privacy from that taken by the E.U. In order to bridge these differences in approach and provide a streamlined means for U.S. organizations to comply with the Directive, the U.S. Department of Commerce in consultation with the European Commission developed a “safe harbor” framework. If your company will be doing business with customers in the European Union, the privacy policy with the U.S.-E.U. Safe Harbor compliance, a number of important benefits will flow to your company including:
- All 28 Member States of the European Union will be bound by the European Commission’s finding of “adequacy”;
- Participating organizations will be deemed to provide “adequate” privacy protection;
- Members State requirements for prior approval of data transfers either will be waived or approval will be automatically granted;
- Claims brought by E.U. citizens against U.S. organizations will be heard, subject to limited exceptions, in the U.S. and;
- Compliance requirements are streamlined and cost-effective, which should particularly benefit small and medium enterprises.
The preparation of the initial documentation to have your company website’s privacy policy compliant with U.S.-E.U. Safe Harbor provisions cost only an additional $449.95 when ordered with the formation of your company and will be electronically delivered to you so you may easily post it on your company’s website.
How To Save Money on Taxes Return to Menu
One of the most misunderstood and least used benefits to new entrepreneurs are the tax savings offered to them. Although there are many ways that you can save money on taxes, you must be in compliance with all regulations and laws; otherwise you may find yourself losing your business instead of saving money. Below are some of the ways that you can save money on Taxes:
Sub Chapter “S” Tax Status - The Biggest Tax Loophole Available to New Entrepreneurs ▲
Sub Chapter “S” Tax Status - The Biggest Tax Loophole Available to New Entrepreneurs
Since the LLC has more flexibility in the manner it can be taxed, it is strongly recommended that the LLC have at least two or more owners (members) at all times. The LLC may be taxed as a sole proprietor, a partnership, a disregarded entity, a regular corporation, or a Sub-S Corporation. However, when you have a single member LLC, if you do not elect to be specifically taxed as a corporation, the IRS taxes you automatically as a sole proprietor. This option is not in your best interest, as you will have to file Schedule C to your personal IRS Form 1040 tax return which will automatically create a higher chance of being audited by the IRS and you will not have the opportunity to take as many tax deductions as an LLC taxed as a corporation.
What Is A Subchapter S Corporation:
A Subchapter S Corporation meets certain requirements and elects to be treated as a “small business corporation,” by the United States Department of Treasury and the Internal Revenue Service and enjoys distinct tax benefits at both the Internal Revenue Service and the state where the corporation does business.
The Subchapter S Corporation is an attractive form of doing business because it combines the business and legal characteristics of a corporation with many of the income tax characteristics of a partnership. For flow-through of profits and losses to the owners, the Subchapter S Corporation is treated in a manner similar to a partnership. For other purposes, such as limited liability, distributions, redemptions and reorganizations, the Subchapter S Corporation is treated much like a regular corporation.
What are the tax benefits of a Subchapter S Corporation?
A regular Corporation is subject to federal and any applicable state Corporate Income Taxes. Therefore, profits are taxed first on the corporate level and then again at the individual level of the shareholders to whom the profits are distributed.
This double taxation could result in a combined taxation rate of 70% or higher! A SUB-CHAPTER S CORPORATION IS EXEMPT FROM FEDERAL AND ANY APPLICABLE STATE CORPORATE INCOME TAX, SO THAT THE EARNINGS OF THE CORPORATION FLOW TAX FREE DIRECTLY TO THE OWNERS.
Additionally, a Sub-Chapter S Corporation will NOT BE SUBJECT TO THE SELF-EMPLOYMENT TAX on any additional corporate profits that are paid to you as dividends in your capacity as a Shareholder in addition to your reasonable salary. (THE SELF-EMPLOYMENT TAX RATE IS CURRENTLY 15.3%. THE RATE CONSISTS OF TWO PARTS: 12.4% FOR SOCIAL SECURITY AND 2.9% FOR MEDICARE.)
What are the requirements of a “small business corporation?” A small business corporation is a domestic corporation that:
• Is not an ineligible corporation (such as a bank, insurance company, possessions corporation or domestic international sales corporation);
• Does not have more than 100 shareholders (spouses and families are now counted as one shareholder);
• Does not have shareholders other than individuals, estates, certain trusts, or certain tax-exempt organizations;
• Has no nonresident alien shareholders; and
• Does not have more than one class of stock (i.e., has only common stock, not both common and preferred).
The Sub-Chapter S Corporation comes with all the necessary qualifying documents, including Corporate Resolutions and Special Stock Certificates.
US Citizen or Permanent Resident
If you are a single member LLC, and the single member is an individual who is a citizen or permanent resident of the United States of America, or a Sub-S Corporation, Spiegel & Utrera, P.A. can prepare the necessary documentation for your LLC to elect to be taxed as an S Corporation, in order to receive the maximum tax benefits available to you. The fee for our office to prepare all your documentation is $125.
Non US Citizen
If you are a single member LLC and the single member is an individual who is not a citizen of the United States of America, nor a Sub-S Corporation, our office can prepare the necessary documentation for your LLC to elect to be taxed as a Corporation. The fee for our office to prepare all your documentation is $75. If you wish to be taxed as a partnership, then we recommend that you consider adding another member, it could be a parent, a sibling, a child, or another corporation. The other member could have a very small percentage of ownership interest in the LLC and you could limit the second owner's ability to vote, it is therefore also important to prepare and enter into an Operating Agreement between the members and LLC to clearly state all the terms and conditions.
IRS Section 1244 LLC Membership Interests - Tax Savings for Nearly Every LLC Taxed as a Corporation ▲
This is another powerful tax provision which can be used by almost all LLC’s taxed as a corporation, BUT, may only be accomplished with the original issuance of ownership interests in the LLC. This special provision of the Internal Revenue Code allows you to deduct as an ordinary loss, rather than as a capital loss, a loss on the sale, trade or worthlessness of the ownership interests in your LLC taxed as a corporation. The amount you can deduct as ordinary loss is up to $50,000 per year for a single person or $100,000 per year, if filing a joint return with your spouse. Generally, without 1244 Membership Interests, your loss would be limited to $3,000 for a single person per year or $6,000 per year, if filing a joint return with your spouse. An LLC taxed as a corporation that issues 1244 membership interests and elects to be an S corporation gives its members the best of both possible worlds from a tax stand point. The issuance of 1244 membership interests costs only an additional $50 when ordered with the formation of your LLC and comes with all the necessary documents, including LLC resolutions, 1244 plan and special membership certificates.
TAX SAVING LEASE AGREEMENTS
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Home Office Lease - Turn Your Home Office into a Tax Deduction ▲
Agreement detailing the leasing of office space by a homeowner or tenant with a LLC for use as the LLC's principal place of business. The typical tax savings under this agreement can exceed $1,200 per year. The Home Office Lease is only $150 when ordered with your LLC, and as an added bonus to our clients, we draft the Lease in such a manner that it is automatically renewable from year to year at no additional charge. We do not recommend a home office lease for a single owner corporation or single owner limited liability company or a where husband and wife file a joint tax return and are the only owners of the corporation or limited liability company.
Motor Vehicle Lease - Turn Your Personal Car into a Tax Deduction ▲
If you use your vehicle for business purposes, it is usually much more advantageous to keep the vehicle in your name and lease the vehicle to the LLC. The typical tax savings under this type of arrangement ranges between $1,500 and $3,000 per tax year. As an added bonus to our clients, we draft the lease in such a manner that its automatically renewable from year to year at no additional charge. We can prepare the lease for only $150 when ordered with formation of your LLC. We do not recommend a motor vehicle lease for a single owner corporation or single owner limited liability company or where a where husband and wife file a joint tax return and are the only owners of the corporation or limited liability company.
Office Equipment Lease - More Tax Savings ▲
A lease which details the leasing of office equipment by a business. Once again, by leasing equipment to the LLC, you create a legitimate business expense for the LLC and a Tax Deduction. Typically, the tax savings under this type of arrangement can exceed $1,000 per tax year. As an added bonus to our clients, we draft the lease in such a manner that it's automatically renewable from year to year without additional charge. The cost for an Office Equipment Lease is only $150, when ordered with the formation of your LLC. We do not recommend an office equipment lease for a single owner corporation or single owner limited liability company or a where husband and wife file a joint tax return and are the only owners of the corporation or limited liability company.
Spiegel & Utrera, P.A. General Counsel Club & Registered Agent Service with Attorney Client Privilege ▲
Experienced Legal Advice to Help You Save Money with Added Confidentiality Protection.
Let Spiegel & Utrera, P.A. help you grow your business.
Our firm has what we call the “General Counsel Club”. Select this valuable service at the time of ordering your LLC and receive an additional one month Bonus – so that your first year of service will cover 13 months PLUS take a $50 discount, so you pay only $89.95 for the first 13 months of service. You get:
- Unlimited telephone consultations all year long on matters relating to legal and strategic business advice;
- Our firm will prepare the Notice and Minutes of your LLC’s Annual Meeting of Members and Managers;
- Our firm will act as your LLC’s General Counsel;
- Our firm will comply with all statutes and applicable laws relating to your LLC’s Registered Agent & Registered Office. Be aware that when Spiegel & Utrera, P.A. serves as your General Counsel, Registered Agent and Registered Office, the Attorney-Client Privilege is in effect. What does this mean? For example, let’s say Spiegel & Utrera, P.A. receives a subpoena to produce information about the formation of your Corporation, LLC, Partnership or Trust because of alimony, child support, bankruptcy, debt collection, foreclosure, IRS, tax collection, government enforcement action, criminal matter or anything else, Spiegel & Utrera, P.A. is duty bound not to disclose any information contained in any client communications whether oral or written. That includes any order for a Corporation, LLC, Partnership or Trust and any communications, whether from you or Spiegel & Utrera, P.A. Communications between an attorney and client are privileged from disclosures and such attorney-client privileged information will not be disclosed. See Upjohn Co. v. United States, 449 U.S. 383 (1981). The attorney-client privilege recognizes that sound legal advice or advocacy serves public ends and that such advice or advocacy depends upon the lawyer being fully informed by the client. Trammel v. United States, 445 U.S. 40, 51, 100 S.Ct. 906,913, 63 L.Ed.2d 186 (1980). Further, the attorney-client privilege applies indefinitely and termination of attorney-client relationship does not terminate the attorney-client privilege. Swidler & Berlin v. United States, 524 U.S. 399 (1998). This is powerful legal precedent to have working for you and you can only obtain it from a lawyer. A non-lawyer Registered Agent or Registered Office service does not offer this valuable confidentiality protection;
- Our firm will review all mandatory State LLC filing documents as required by the Secretary of State;
- You will receive our firm’s newsletter, “Entrepreneur’s Alert®”, which is published six times a year and provides valuable insight into running your business from a legal and business point of view.
Effectively Controlling Your Business Return to Menu
Voting Trust – Keeping Control of Your LLC when there are Multiple Members ▲
A voting trust is a device for combining the voting power of members. It is not unlawful for members to combine their voting membership interests for the election of managers so as to obtain or continue the control or management of an LLC. In order to avoid the invalidation of a voting trust, the applicable statutes should be strictly complied with. There are various situations in which a voting trust agreement may be used. It may be used when several members wish to vote their respective ownership as a unit. It also may be used for the special purpose of protecting LLC creditors. The general plan of a voting trust is controlled by the voting trust agreement; then the members endorse their membership certificates to the voting trustee. The voting trustee surrenders these certificates to the LLC and the voting trustee receives in return new certificates issued in the name of the voting trustee, and the voting trustee votes the membership interests as principal, rather than as agent as in the case of proxies. For tax purposes, the voting trust certificate takes the place of the membership certificate it represents. Tax transactions with respect to voting trust certificates are treated as transaction affecting the ownership. A voting trust is not a taxable association, because in itself it is not an enterprise for the carrying on of business for profit. Used correctly, the Voting Trust could be a useful tool for your LLC. The charge for Spiegel and Utrera, P.A. to form a Voting Trust for your LLC is only $767.95 if ordered at the time of forming your Company.
Membership Options – Control Your LLC while Raising Money ▲
An option to buy membership interests gives the holder the exclusive right for a specified period of time to purchase the membership interest at the price and under the terms and conditions specified in the agreement. Although the option grantor is bound by the option and generally cannot revoke it, the option holder is not bound unless he exercises the option. Options are regarded as capital assets if the underlying property constitutes, or if acquired would constitute, a capital asset in the hands of the holder. The receipt of consideration for the option is not taxable until the option either is exercised or has lapsed. If the option is exercised, the consideration is treated as part of the selling price and included in computing the gain or loss in the sale of the membership interest. Since membership interest are generally a capital asset, gain or loss on the sale would be entitled to capital treatment, either long-term or short-term. The holding period for qualification for long-term capital treatment is more than one year. The seller’s holding period for the membership interest sold includes the period during which the option is outstanding. Upon the failure of the option holder to exercise the option, if the consideration is forfeited, the option grantor generally realizes short-term capital gain, but income is not realized until the time of forfeiture. An option holder’s gain or loss upon a sale of the option, or loss upon a failure to exercise the option, would be entitled to capital gain treatment. The holding period of the option will determine whether long-term or short-term capital gain or loss is realized. For this purpose, if the loss is attributable to a failure to exercise the option, the option is deemed to have been sold on the day it expired. If the option is exercised, the consideration for the option is treated as part of the purchase price and is included in the option holder’s basis for the membership interest purchased. The purchaser’s holding period does not include the period curing which the option is outstanding.
Membership options can be utilized very effectively by an entrepreneur, for example:
- Ownership is given to an employee, but if he leaves the employ, the LLC has the option to repurchase the employees stock at fixed or variable price.
- Ownership in the LLC is sold to raise needed capital, but the LLC has the right to repurchase the membership interest in the future.
- For whatever reason a person would like to be a member in the LLC but not now, an option to purchase membership interest is purchased from the LLC.
The members option can be an on-target management incentive or control device. Members options can be used in employment agreements, consultants agreements, incentive agreements, as means of raising equity capital or borrowing funds. Spiegel and Utrera, P.A. will provide the Membership Option service for your business for only $367.95 if ordered at the time of forming your LLC.
Asset Protection / How to Protect Your Business Return to Menu
As a new entrepreneur, you are going to invest a lot of time and money into your business. It is imperative that you protect yourself and your business from anything that could go wrong. One of the keys to being a successful entrepreneur is proactively planning for the worst situation, not reacting to the situation after it has happened. Below are items imperative for the protection of you and your business.
Indemnification Agreement and Covenant Not to Sue - Don’t Take Chances: Protect Yourself from Personal Liability ▲
We strongly recommend that you include special provisions in your Articles of Organization and additional agreements which trigger this important protection requiring the LLC to indemnify and hold harmless its Managers and Members from any actions they take on behalf of the LLC. If a Manager or Member is ever sued for actions taken on behalf of the LLC, these provisions require that the LLC be held responsible, as agreed upon by the Managers and Members and the LLC. These important provisions and agreements cost only an additional $75 if ordered at the time of formation of your LLC.
Members Restrictive Agreement for a Limited Liability Company - Avoid Unwanted Transfer of Membership ▲
We strongly recommend you enter into a Member Restrictive Agreement. This agreement is entered into by the Members and the LLC to enumerate and describe the rights and obligations of the Members to each other and to the LLC. More particularly, it affords a right of first refusal where in the event a Member wants to transfer their Membership interest it requires approval and/or a buyout by the other Members.
A draft of this agreement will be prepared as part of our service, so you may review the Agreement, make changes and discuss it with one of our Attorneys. Please bear in mind that this Agreement is customized specifically for your LLC. Normally, the fee to prepare such a comprehensive agreement of this nature would be $1,500 or more. However, your cost is only $150 if prepared in conjunction with the formation of your LLC.
Member Divorce Protection Provisions in the Members Restrictive Agreement for a Limited Liability Company - Avoid the Unintended Spouse Member ▲
Unfortunately, many eager entrepreneurs anticipate a successful business venture but never contemplate the “down side.” What happens if a member gets divorced? Will the membership interest remain with the member or get awarded to the spouse as part of the divorce settlement? What happens if member tries to convey or assign their membership interest to a spouse or former spouse to meet their obligations? A carefully drafted provision in the members restrictive agreement should afford a right of first refusal when a Member wants to transfer their membership interest by requiring a buyout of the membership interest by the other Members. Such a provision will protect the current members from potential ownership by divorced spouses or other possible sources of ownership conflict. For example, assume a company set up by husband John Smith, wife Pocahontas Smith, and son Al Smith. All are Members, and son Al is married to Patti Smith. What happens if Al and Patti Smith file for a divorce? Provisions in the Members Restrictive Agreement require that in the event of the filing of a divorce involving a Member of the company, a notice is sent to the other Members offering them a right of first refusal, which allow them to purchase Al Smith’s membership interest to avoid having Patti Smith as a member, especially after a nasty divorce. Furthermore, even if none of the Members want to buy the membership interest at issue, any transfer of membership interest would require unanimous consent of the other Members. Let us draft these special provisions to protect your company from divorce for an extra $75 when ordered with the Members Restrictive Agreement at the time of formation or $150 thereafter.
Avoid Probate – Maintain Control, Provide for Anonymity, Privacy and the Disposition of the Ownership of your Limited Liability Company Upon Your Death ▲
Let Spiegel & Utrera, P.A. create an Ownership Trust while your Limited Liability Company is in the process of being formed. The Ownership Trust will own your Limited Liability Company, you will own the Ownership Trust. The benefits are many: (1) the ownership of your Limited Liability Company is held anonymously by the Ownership Trust; (2) the Ownership Trust is private and not filed in the public records; (3) your Ownership Trust may be modified, amended to revoked at any time during your lifetime so you may change the beneficiary of the Ownership Trust as many times as you like and, thereby, the ownership of your Limited Liability Company; (4) PROBATE IS AVOIDED and the ownership of the Limited Liability Company will be transferred immediately according to your wishes upon your death. The Ownership Trust is relatively inexpensive to form, $350 if ordered at the time of establishing your Limited Liability Company. The price includes one Trustee, one Successor Trustee and two Beneficiaries. Additional Trustees, Successor Trustees or Beneficiaries are $50 each. If not ordered at the time of establishing your Limited Liability Company, the Ownership Trust is $749.95
State Trademark or Servicemark – Prevent copycats from confusing your customers and damaging your reputation. ▲
A distinctive mark that customers associate with your products, services or website is very valuable. Registering your State of Delaware Trademark or Servicemark will prevent copycats from confusing customers and damaging your reputation. The State of Delaware Trademark or Servicemark registration process generally takes less than 4 weeks to complete. There are many reasons to register a State Trademark or Servicemark:
- A name or logo in many cases overtime becomes a company' s most valuable asset.
- The registering a State Trademark or Servicemark prevents others from adopting your name or design and gives you very favorable enforcement powers throughout the State,
- allows you to put everyone on notice with the Trademark symbol “TM” or Servicemark symbol “SM”,
- allows you to advertise and promote your mark and build name recognition and goodwill for your business with out fear of losing the mark to another, and
- may subject the copycat to injunction, profit disgorgement and attorney's fees if litigation is necessary to prevent such a copycat from using your mark.
The charge for the State of Delaware Trademark or Servicemark registration, if done at the time of incorporating, is $152.95. This charge includes all government filing fees.
Start-Up Money for Your Business Return to Menu
Finding the money necessary to start your business is challenging. Unfortunately many new entrepreneurs don’t know how to find this money. Even worse, when they find money they don’t know how to properly document the transaction. Don’t let this happen to you. Review the options below on How To properly secure and document money for your business.
Lender’s Agreement & Promissory Note - Properly Document Money Lent to the Business ▲
Initially an LLC needs a cash infusion. Additionally, the LLC may require a continuing advance of funds for some time. Its important to minimize the amount of money a member is required to pay for the membership in the LLC because the members could be held personally liable by the LLC and/or the creditors of the LLC for not contributing all the funds the members had initially agreed to contribute to the LLC. How does the LLC get the money? After the initial purchase of its membership interests, generally, the LLC has two choices for obtaining additional money: (1) members can contribute additional funds for their membership interest (not the preferred method as previously stated) or (2) loan money to the LLC. Lending money to the LLC is the preferred method to advance money to the LLC because the lender is seen as a creditor of the LLC. The lending of money to the LLC is accomplished with a Lender's Agreement and a Promissory Note. Both of these instruments together provide for an initial amount of a loan to the LLC and also provide for future advances of money the lender might make to the LLC. In the event of failure of the business, the loan will be fully tax deductible by the lender as a bad debt. The fee for the Lender's Agreement and Promissory Note, if ordered at the time of the formation of your LLC, is only $75.
Non-Voting Membership Interests - Control Your LLC While Raising Money ▲
Allowing differences in voting rights is particularly advantageous to entrepreneurs who need to attract additional capital, but who also want to retain voting control over their LLC. For example, as a founding Member, you may want to have all of the voting membership interests so as to participate in the management of the LLC and control its operations, while transferring all of the non-voting membership interests to others so that they may share in the appreciation value and earnings of the LLC. Also, it’s likely you’ll want to protect yourself with a Members Restrictive Agreement. Seasoned business-owners will instinctually recognize the value of such an agreement. We’ll draft a special provision for your Articles of Organization and issue special certificates for non-voting membership interests. This item costs only an additional $74.95 if ordered at the time of formation.
Security Agreement for LLC - Protect Yourself if You Personally Funded the Loan for the Business ▲
Once you have decided to use the Spiegel & Utrera, P.A. Lenders Agreement and Promissory Note, the next step is to collateralize the personal property assets of the company in favor of you, the lender with a Security Agreement. A Security Agreement is a contract between a lender and borrower. The Security Agreement gives the lender a security interest and the right to repossess personal property that a borrower has offered as collateral if a note is not paid per its agreed terms. This right is superior to all subsequent creditors provided the lien given by the Security Agreement is perfected. The Security Agreement available from Spiegel & Utrera, P.A. is complete and includes provisions relating to type of collateral being secured, address where collateral will be kept, executing further documents, events that shall constitute a default, assignment of secured collateral by holder, a listing of events that would constitute default by the borrower and the rights of the lender should the borrower default. Provided you have ordered the Spiegel & Utrera, P.A. Lenders Agreement and Promissory Note, the fee for the Security Agreement, if ordered at the time of forming your LLC, is an additional $75.
Perfecting the Lien Created by the Security Agreement - Uniform Commercial Code ▲
Liens against personal property are perfected differently than liens on real property. The use of the phrase “personal property” does not mean property owned personally by the owner of a business. Instead, the term refers to all property used inside or outside of a business (with the exception of real property) including equipment, furniture, inventory, etc. To perfect a lien against personal property used in a business, strict adherence must be followed pursuant to the Uniform Commercial Code, documentation must be created, executed and filed with the appropriate government agencies. Once recorded, the Uniform Commercial Code makes a lien valid and serves as notice that the lien exists. Usually, the first recorded lien takes priority. Provided you have ordered the Spiegel & Utrera, P.A. Lenders Agreement and Promissory Note and the Spiegel & Utrera, P.A. Security Agreement, the documentation required to perfect the lien under the Uniform Commercial Code is $75, if ordered at the time of forming your LLC.
Which LLC is Best for Your Business Return to Menu
Selecting the type of LLC that best suits you and your business could be the most important decision you make. Don’t make the decision blindly. Below are different Limited Liability Company types that you can form. Read about which one and choose which one sets you up for the greatest success!
Dual Class LLC - Raise Money for Your LLC without Losing Power ▲
The Dual Class LLC is a special type of LLC that follows proposed IRS regulations which allow an LLC to be deemed analogous to a limited partnership for Federal Income Tax purposes. The Dual Class LLC is structured to admit both active, management-providing members (“General Members”) in addition to more passive, capital-contributing members (“Limited Members”). In doing so, the members/owners acting solely as limited partners are not subject to the Self Employment (“SE”) tax. THE SELF-EMPLOYMENT TAX RATE IF CURRENTLY 15.3%. THE RATE CONSISTS OF TWO PARTS: 12.4% FOR SOCIAL SECURITY AND 2.9% FOR MEDICARE. To make your LLC a Dual Class LLC requires a customized Dual Class Operating Agreement which is just $300 if ordered at the time of forming your LLC.
Here’s how it works. The Spiegel & Utrera, P.A. Dual Class LLC is divided as follows:
Class A General Member Units: The smaller manager class receives a priority preferred return of income (for example, a management or sales fee arrangement) that is contingent on the profitability of the LLC. As such, it may not be a fixed compensation amount or it will constitute a guaranteed amount, which is prohibited.
Class B Limited Member Units: This portion of the LLC membership interests is the cash-contributing members’ interest and is structured as a non-manager class qualifying for limited partner status. This class receives a cumulative preferred-priority return of profits based on their unreturned capital contributions, whereas the smaller active manager class would not.
EXAMPLE FOR A ONE MEMBER DUAL CLASS LLC
For example, assume in a single member Dual Class LLC with just one member, the member may be assigned as much as 66 2/3% of its ownership to the non-manager class qualifying for limited partnership status. This class then receives a cumulative preferred-priority return of profits based on their unreturned capital contributions thereby avoiding the SE tax on 66 2/3% of this members’ interest in the Dual Class LLC. The remaining 33 1/3% percent is subject to SE Tax as it would be assigned to the smaller manager class which would be assigned to the smaller manager class which would receive a preferred-priority return of income (for example, a consultant, management or sales fee arrangement that is contingent on the profitability of the LLC.) As such, it may not be a fixed compensation amount or it will constitute a guaranteed amount, which is prohibited.
EXAMPLE FOR A MULTI MEMBER LLC
For example, assume a Dual Class LLC with more than one Member. The SE Tax savings are at least equal to the One Member Dual Class LLC. However, the SE Tax savings may be as much as 100% for a Member depending upon the degree of active participation by that Member in the Dual Class LLC.
The cost of adding the additional features required of the Spiegel & Utrera Dual Class LLC is just $300 for up to 4 members, additional members are $50 each, if ordered at the time of forming your LLC and, as an added bonus, it includes the required Dual LLC Operating Agreement.
Dual Class Management Agreement - Required for Your Dual Class LLC ▲
Every Dual Class LLC must enter into a written Management Agreement between the LLC and its Manager(s), the Manager(s) are generally Class A member(s) of the Dual Class LLC. The Management Agreement should be drafted in such a way so that it conforms with the provisions of the Dual Class LLC Operating Agreement and, in addition thereto, it will:
- Spell out the terms of employment, such as the duties, responsibilities and compensation of the LLC Manager(s).
- It states that the Manage(s) will not compete against the LLC for a specific period of time after leaving the LLC;
- Prohibit the Manager(s) from disclosing any of the LLC’s business records, computer data, trade secrets, methods of operation, et cetera;
- Prevent the Manager(s) from soliciting customers or clients of the LLC;
- Prevent the Manager(s), after leaving the LLC’s, from soliciting the LLC’s employees to work elsewhere.
The cost of the Management Agreement is just $150, if ordered at the time of forming your Dual Class LLC.
Special Purpose Limited Liability Company for Self-Directed IRA Account - Take Control of Your IRA ▲
The strategy for using a Spiegel & Utrera, P.A. Special Purpose LLC for Self-Directed IRA Account involves forming an LLC with the self-directed IRA as an owner (or "member") of the LLC. Funds are transferred to the LLC which, in turn, purchases and holds title to real estate. The creation of a self-directed IRA or IRA LLC enables you to choose what you would like to invest your money in. When you are the manager of an LLC, you have "checkbook control." That means that every time you are going to invest in a new property you don't have to have the custodian approve the transaction.
However, a special purpose LLC formed for a self-directed IRA owner has to comply with the Internal Revenue Code, Employee Retirement Security Act of 1974 (ERISA) and corresponding regulations. Such self-directed IRA owner is solely responsible for avoiding prohibited transactions and should seek the counsel of licensed attorneys and accounting professionals.
For example, if you, your wife and children have an existing LLC in which you are the only owners (e.g., 100% ownership by disqualified persons) then your IRA cannot invest in that LLC. You could, however, create a new LLC and have both your IRA and the existing LLC invest into it as founding members at the same time.
The cost of adding the additional features required of the Spiegel & Utrera, P.A. Special Purpose LLC for Self-Directed IRA Account is just $518.90 for up to 4 members, additional members are $50 each if ordered at the time of forming your LLC and, as an additional bonus, it includes the required Special Purpose LLC for Self-Directed IRA Account Operating Agreement.
Special Purpose Limited Liability Company for Self-Directed 401(K) - Take Control of Your 401(K) ▲
Why Limit your 401(k) investments when you can have self-direction? A strategy involves forming a single-owner limited liability company ("LLC") with a 401(k) Plan. Plan funds would be used either to purchase real estate or other assets directly or to create a holding company which in turn would purchase such assets. When you are the administrator of the LLC's 401(k) Plan, you have "checkbook control". That means that every time you are going to invest in a new property you don't have to have the plan custodian approve the transaction. You will want to contact a financial advisor to help you select and set up the right 401(k) Plan for you.
The operating agreement for your LLC would allow your self-directed 401(k) Plan to choose what you would like to invest your money in. The operating agreement for the Special Purpose Limited Liability Company for Self-Directed 401(k) Account has to comply with the Internal Revenue Code, Employee Retirement Security Act of 1974 (ERISA) and corresponding regulations.
As a result of such laws, the 401(k) Plan cannot invest in foreign-owned assets or transactions involving a "disqualified person". Disqualified persons include the 401(k) account owner, the spouse of the 401(k) account owner, the 401(k) account owner's descendants, ascendants and spouses of descendants. That means a father, mother, grandfather, grandmother, son, daughter, grandson, and granddaughter of the 401(k) owner are disqualified. However, a brother, sister, uncle, aunt or cousin are not disqualified. Also the court in Rollins V. Comm'r, T.C. Memo 2004-260, ruled that a prohibited transaction was created when an entity that was owned partially by an IRA made a loan to another entity that was owned (33%) by the IRA owner! Of course, you should seek the counsel of licensed attorneys and accounting professionals before proceeding.
The cost of adding the additional features required of the Spiegel & Utrera, P.A. Special Purpose LLC for Self-Directed 401(K) is just $518.90 for up to 4 members, additional members are $50 each if ordered at the time of forming your LLC and, as an additional bonus, it includes the required Special Purpose LLC for Self-Directed 401(k) Operating Agreement.
What You Need if You are Hiring Workers: Return to Menu
If you are planning to have anyone work for your company, whether as an employee or independent contractor, you must make sure that you are in compliance with all Federal and Delaware laws. Below are the most common items that you will require when hiring workers for your company.
Delaware Department of Labor Registration - Required By Law if You are Hiring Employees ▲
This is used to withhold Delaware Unemployment Taxes from your LLC's payroll. Generally, any employer who (a) pays wages of $1,500 or more during any calendar quarter or (b) employ at least one person 20 days during such calendar year, must register and pay unemployment taxes on those wages. If you have any employees on the payroll, including yourself, you will need to register. We can initiate the paperwork for this registration for you and deliver it with the LLC. The cost at the time of incorporating is only $35.
Employment Agreement - Get the Most Out of Your Employees ▲
If you are using employees in your business, it is important to have a written Employment Agreement to document the conditions of Employment. An Employment Agreement can be very advantageous for a business and should be required for all employees, whether new or existing. It creates a clear understanding of the arrangement between the employee and the LLC and provides protection for the business. The Employment Agreement also contains other important provisions:
- It spells out the terms of employment, such as the duties, responsibilities and compensation of the employee.
- It states that the employee will not compete against the LLC for a specific period of time after leaving its employment.
- It prohibits the employee from disclosing any of the LLC's business records, computer data, trade secrets, methods of operation, et cetera.
- It prevents the employee from soliciting customers or clients of the LLC.
- It prevents an employee, after leaving the LLC's employment, from soliciting the LLC's employees to work elsewhere.
The Employment Agreement is prepared in such a way that you can use it over and over again to avoid additional costs in the future. By having this Employment Agreement, the LLC is given substantial clout in preventing an employee from joining a competitor, or competing against the LLC and disclosing business secrets to anyone. The Agreement may be re-used by the LLC as it hires additional employees, the cost of the Employment Agreement is just $150.
Employee Manual
When you hire employees in your business, it is important to have an Employee Manual to comprehensively spell out the policies of your business. Included within the Employee Manual are such topics as “Employment at Will”, Disability, Harassment and Discrimination, Standards of Conduct and the various rules relating thereto, Corrective Action and Termination, Wage and Salary Policies and Employee Communications. For a list of the Table of Contents of the Employee Manual, click here. The Employee Manual is intended to be a source document used at the business and would be updated by the business from time to time based upon its experiences with various situations. The preparation of the Employee Manual for your business costs only an additional $349.95 when ordered with the formation of your limited liability company and initially comes to you for review so you may have an opportunity to make any revisions before the Employee Manual is finalized by Spiegel & Utrera, P.A. and delivered to you electronically so you may print it as needed from time to time.
Employee Benefits and Policies - Protect Yourself from Employee Disputes with a Comprehensive Policy ▲
If you are using employees in your business, it is important to have written Benefits and Policies. Let us prepare your Employee Benefits and Policies. Unlike the Employment Agreement, the Employee Benefits and Policies creates an understanding of the entitlements of the employee relative to the policies of the business and provides protection for the business. The Employee Benefits and Policies will be customized for your business and are designed to cover:
- Vacation
- Absences, including vacation, sick time, time off for injury, death in family, jury duty, excused absence, military leave and emergency situations
- Holidays
- Equal Employment Opportunity
- Drug and Alcohol Abuse Policy
- Payday and Pay Period
- Overtime
- Internet and Email Policy
- Sexual Harassment
- 90-Day Training/Probation Period
- Forfeiture of Commission, Incentive Compensation and Bonuses relating to failure to complete the initial employment period
- Business Hours
- Moonlighting Restrictions
- Honesty
- Pornography at Work
- Medical Insurance
- COBRA
- Timecards
- Departure from Employment with Notice or Without Notice
- Dress at Work
- Business Cards
- Parking
- Keys
- Alterations or Modifications
- Other benefits and/or policies which may be of special interest to your business
By having the customized Employee Benefits and Policies, the business has clearly communicated to its employees the Employee Benefits and Policies in effect at the business and how the Employee Benefits and Policies are to be followed so that there are no surprises. For example, relating to an employee who leaves the business without giving adequate notice who then would only be entitled to be paid at the minimum wage for any time due and owing and forfeiting any vacation days, sick days, commissions, incentive compensation and/or bonuses.
The Employee Benefits and Policies may be re-used by the business as it hires additional employees. The cost of the Employee Benefits and Policies is just $167.95 if ordered now with the formation of your company.
Employee Warning Notice ▲
Using an Employee Warning Notice can be a very effective management tool. Usually it is cumbersome to discipline an employee, situations do not always resolve themselves and frequently result in a verbal warning, however, if the situation repeats itself, this may call for a written Employee Warning Notice. The notice is designed to give a clear explanation of the issues involved which may cover a multitude of situations such as:
- Attendance
- Carelessness
- Fighting
- Language
- Insubordination
- Lateness/leaving early
- Refusal to work overtime
- Failure to follow instructions
- Failure to follow procedures
- Failure to meet quota
- Rudeness to employees/customers
- Willful damage to material/equipment
- Violation of company policies
- Violation of safety rules
- Working on personal matters
- Unsatisfactory work quality or procedures
- Quality of work produced
- Quantity of work produced
The Employee Warning Notice form is customized with the name of your business and, if ordered at the time of formation of your company, is just $49.95.
Delaware New Hire Reporting - Required by Law ▲
Federal law requires all Delaware employers to report basic information about employees, who are newly hired, rehired, or who return to work after a separation from employment. You must submit a report for each newly hired employee. Failure to report new hires within 20 days of their hire date may result in civil penalties. We can provide you with a package of 6 New Hire Registration Forms for $35. The forms are customized with your LLC’s information, and you may re-use them for each person you employ.
Independent Contractor Agreement - What Your Business Must Have if Using Independent Contractors ▲
There are many reasons for using Independent Contractors, however, simply verbally stating that a worker is an Independent Contractor is not enough according to the IRS. Certain criteria must be met. The IRS considers 11 factors in three specified areas: Behavioral Control, Financial Control and Type of Relationship. So, before you engage the services of an Independent Contractor, it is essential that you document that relationship with a written Independent Contractor's Agreement. Otherwise the IRS could hold your Company and you personally liable for the Independent Contractor's Income Tax, Social Security, Medicare Tax and Federal Unemployment Tax- which should have been withheld. As a signatory on the check used to pay the Independent Contractor, you could be held personally liable for these taxes. The Independent Contractor’s Agreement also contains other important provisions:
- It spells out the duties, responsibilities and compensation of the Contractor.
- It states that the Contractor will not compete against the Company for a specific period of time thereafter the project is completed.
- It prohibits the Contractor from disclosing any of the Company's business records, computer data, trade secrets, methods of operation, et cetera.
- It prevents the Contractor from soliciting customers or clients of the Company.
- It prevents the Contractor, after leaving the Company, from stealing the Company's employees.
We can provide an Independent Contractor's Agreement that covers all the legal requirements and many business advantages for your Company for only $150 if ordered with the formation of your LLC.
Sexual Harassment Prevention Policy ▲
If you are using employees in your business or if your business has customers it is important to have written Sexual Harassment Prevention Policy. In order to protect your business from liability for such sexual harassment claims, Spiegel & Utrera, P.A. recommends that your business adopt a written sexual-harassment prevention policy and distribute it to employees. The policy will include:
- A statement prohibiting sexual harassment and providing examples of what constitutes sexual harassment;
- Information about sexual-harassment laws and the remedies that are available to victims;
- A sexual harassment complaint form;
- Procedures for a timely and confidential investigation of complaints;
- An explanation of employees' rights of redress and the methods of bringing complaints by employees and customers;
- A statement that sexual harassment is a form of misconduct and that employees engaging in harassment and who knowingly allow it to continue will be punished; and,
- A statement that it is unlawful to retaliate against employees who report sexual harassment or who testify or assist in related investigations and/or proceedings.
By having a customized Sexual Harassment Prevention Policy, your business has clearly communicated to its employees that your business will not tolerate Sexual Harassment by employees to other employees and your customers. The cost of your customized Sexual Harassment Prevention Policy is just $349.95 if ordered now with the formation of your company.
Daily/Weekly Time Record ▲
It is imperative for every business to maintain accurate payroll records. Accurate payroll record keeping begins with a Daily/Weekly Time Record which is authenticated daily by the employee and signed for certification weekly. This timecard also spells out the company’s policy relating to unauthorized absences and how they can be grounds for immediate termination. Avoid the possibility of any claims under the Fair Labor Standards Act and any applicable state statutes, utilize Daily/Weekly Time Records. If ordered at the time of forming your company, the fee for a pack of 6 the Daily/Weekly Time Records, which may be duplicated for continuous use, is $49.95.
Notice of Acknowledgment of Pay Rate and Payday ▲
Businesses that hire employees but do not utilize employment contracts, should utilize a Notice of Acknowledgment of Pay Rate and Payday because it makes it very clear the amount of pay the employee is to receive and when the employee will be paid. The Notice of Acknowledgment of Pay Rate and Payday is designed to delineate the employees pay rate, regular payday, how pay is calculated, whether weekly, bi-weekly or other and overtime pay rate, if any. If ordered at the time of forming your company, the fee for a pack 6 of the Notice of Acknowledgment of Pay Rate and Payday, which may be duplicated for continuous use, is $49.95.
Authorization for Release of Information for Employment Screening ▲
Every business should do background screenings of potential employees. Background screenings may include, but are not limited to, employment references, information about character, general reputation, personal characteristics, mode of living, previous and current employment, work experience, Workers Compensation claims, criminal history records, sexual offenders lists, civil cases, education verification, license verification, credit history, FBI finger printing, Internet searches, social media information and drug testing. If ordered at the time of forming your company, the fee for a pack 6 of the Authorization for Release of Information for Employment Screening, which may be duplicated for continuous use, is $49.95.
How To Build Credit and Credibility for Your Business Return to Menu
As a new business two items vital to your survival are credit and credibility. Customers feel secure dealing with a credible business. Potential investors and other lenders are more comfortable providing capital to a business with good credit. But how do you build credit and credibility for a business? Two of the easiest ways are discussed below.
System for Award Management (SAM) Number ▲
SAM is web-based, US government-wide application that collects, validates and disseminates business information about the federal government’s private providers in support of the contract awards, grants and electronic payment processes. You must complete your System for Award Management (SAM) Registration in order to work as a federal contractor or to be able to apply for federal grants. At Spiegel & Utrera, P.A. we can help you register to do business with the US government. To complete your SAM Registration, you must first have a D&B Number and a Federal Tax Identification Number. If ordered at the time of forming your Limited Liability Company, the fee for your System for Award Management (SAM) Registration is $249.95.
D & B Number - Start Building Your Business Credit Immediately ▲
According to Dun & Bradstreet, the D & B number is widely used by both commercial and federal entities and was adopted as the standard business identifier for federal electronic commerce as early as October 1994. The D & B number was also incorporated in the Federal Acquisition Regulation (FAR) in April 1998 as the United States Federal Government’s contractor identification code for all procurement-related activities. The D & B number is also known as the D-U-N-S® number and remains with the company location to which is has been assigned even if it closes or goes out of business. With that in mind, it is important to have a physical location for your business when obtaining the D & B number. D & B also states that the D-U-N-S® number also “unlocks” a wealth of valued-added data associated with that entity, including the business name, physical and mailing addresses, trade styles (fictitious name, assumed name, alternate name or DBA), principal names, financial, payment experiences, industry classifications (SICs [Standard Industry Classification] and NAICS [North American Industry Classification System]), socio-economic status, government data and more. The D-U-N-S® number also links members of corporate family trees worldwide. If ordered at the time of forming your company, Spiegel & Utrera, P.A. will obtain your D & B number, also known as your D-U-N-S® number, for $50. If ordered later, the charge to obtain the D & B number, also known as your D-U-N-S® number, is $75.
Business Checking, Investment Account and Delayed Debit Gold MasterCard - Let Us Help You Establish a Business Bank Account ▲
Let Spiegel & Utrera, P.A. help you set up your new business checking account. In addition to a business checking account, the account also comes with an investment account and a delayed debit Gold MasterCard. Depending upon the day in the billing cycle when a charge is made, your account will continue to earn interest for up to 30 days from the date of purchase or until the balance of the debit card for that period is charged to your account. In addition, with this account you have the ability to make deposits and withdraw funds from over 800 bank locations and other financial institutions in the United States. Multiple delayed debit Gold MasterCard's are available for use by your employees. Internet bill payments are free. No minimum balance is required to maintain your business checking account, however, there is an initial deposit of $100,000 which is required to open the Business Checking, Investment Account and Delayed Debit Gold MasterCard. If you order your business checking, investment account and/or delayed debit Gold MasterCard from Spiegel & Utrera, P.A. at the time of forming your Limited Liability Company, the fee is $249.95 to prepare all the necessary documentation and follow up until such time as your business checking, investment account and/or delayed debit Gold MasterCard has been established. If ordered after forming your Limited Liability Company, the fee is $449.95.
Your Success Starts With Knowledge Return to Menu
As a new entrepreneur it is important that you surround yourself with the tools you need to be successful. However, it is also important that you don’t drain your bank account looking for these tools. Three items with vast amounts of business knowledge and guidance can be found below. You will return to these items again and again, not only during the start-up process but over the entire life of your business.
Spiegel & Utrera, P.A. General Counsel Club & Registered Agent Service with Attorney Client Privilege ▲
Experienced Legal Advice to Help You Save Money with Added Confidentiality Protection.
Let Spiegel & Utrera, P.A. help you grow your business.
Our firm has what we call the “General Counsel Club”. Select this valuable service at the time of ordering your LLC and receive an additional one month Bonus – so that your first year of service will cover 13 months PLUS take a $50 discount, so you pay only $89.95 for the first 13 months of service. You get:
- Unlimited telephone consultations all year long on matters relating to legal and strategic business advice;
- Our firm will prepare the Notice and Minutes of your LLC’s Annual Meeting of Members and Managers;
- Our firm will act as your LLC’s General Counsel;
- Our firm will comply with all statutes and applicable laws relating to your LLC’s Registered Agent & Registered Office. Be aware that when Spiegel & Utrera, P.A. serves as your General Counsel, Registered Agent and Registered Office, the Attorney-Client Privilege is in effect. What does this mean? For example, let’s say Spiegel & Utrera, P.A. receives a subpoena to produce information about the formation of your Corporation, LLC, Partnership or Trust because of alimony, child support, bankruptcy, debt collection, foreclosure, IRS, tax collection, government enforcement action, criminal matter or anything else, Spiegel & Utrera, P.A. is duty bound not to disclose any information contained in any client communications whether oral or written. That includes any order for a Corporation, LLC, Partnership or Trust and any communications, whether from you or Spiegel & Utrera, P.A. Communications between an attorney and client are privileged from disclosures and such attorney-client privileged information will not be disclosed. See Upjohn Co. v. United States, 449 U.S. 383 (1981). The attorney-client privilege recognizes that sound legal advice or advocacy serves public ends and that such advice or advocacy depends upon the lawyer being fully informed by the client. Trammel v. United States, 445 U.S. 40, 51, 100 S.Ct. 906,913, 63 L.Ed.2d 186 (1980). Further, the attorney-client privilege applies indefinitely and termination of attorney-client relationship does not terminate the attorney-client privilege. Swidler & Berlin v. United States, 524 U.S. 399 (1998). This is powerful legal precedent to have working for you and you can only obtain it from a lawyer. A non-lawyer Registered Agent or Registered Office service does not offer this valuable confidentiality protection;
- Our firm will review all mandatory State LLC filing documents as required by the Secretary of State;
- You will receive our firm’s newsletter, “Entrepreneur’s Alert®”, which is published six times a year and provides valuable insight into running your business from a legal and business point of view.
Detours and Contradictions ▲
Want more out of your LLC? Then don’t miss Lawrence Spiegel’s, 223 page Detours and Contradictions. Use this book, and all your available resources, to begin the challenging yet fulfilling journey of entrepreneurship. As we’ll see... having a marketable idea is only the first step in a lengthy process. Along the way you’ll encounter numerous detours and contradictions, risks and rewards. The price of Detours and Contradictions is just $13.50 if you order when forming your LLC. PLUS there is no extra charge for shipping, handling and processing as your book will be shipped with your LLC. Also, as an added bonus, your copy of Detours and Contradictions will be personally autographed by Lawrence J. Spiegel.
Charlie's Entrepreneurial Journey ▲
Building your business, or selecting the type of business to start, is easy when using Charlie’s Entrepreneurial Journey as a guide and applying Lawrence J. Spiegel’s thirty eight "Principles of Entrepreneurship" to your business. Spiegel’s latest book provides 416 pages of insight into the world of an aspiring entrepreneur named Charlie. Charlie’s journey leads him through topics never discussed in business books but essential to success. Topics include: costs associated with Acquiring a Customer, Urgency to Purchase, Saturation Advertising, Success Leaves Tracks and Repetitive Business. Spiegel’s "Principles of Entrepreneurship" cannot be found anywhere else. In fact, no one has ever exposed the business secrets Spiegel discloses. If you are seeking to spark your business you will find an EXPLOSION in this book. Order this book at the time of forming your corporation and you will get Charlie’s Entrepreneurial Journey for $19.50 which includes shipping, handling and processing, when ordered with the formation of your company. PLUS Lawrence J. Spiegel will personally autograph your copy of Charlie’s Entrepreneurial Journey.
Lease / Agreement Review Return to Menu
Lease/Agreement Review – Protect Yourself BEFORE You Sign ▲
Avoid costly mistakes, always, always, always have any type of Contract/Lease or otherwise legally binding agreement reviewed by Spiegel & Utrera BEFORE you sign it. We offer Consultations at all of our offices and over the phone. For your convenience, and at no obligation to you, you can fax us the documents that need to be reviewed at (800) 520-7800 and an attorney can advise you over the phone.
Our staff has many years of experience representing Tenants. Having your lease reviewed BEFORE you sign on the dotted line can save you thousands of dollars.
In our review we address issues such as:
- Rentable vs. Usable Space
- Reasonable Rental Rates
- Free Rent
- Best Length of Lease
- Options to Extend the Lease & Purchase of the Premises
- Leasing contiguous space for expansion
- Assignment and Subletting
- Caps on Rent increases and expenses demanded by Landlords
- Repair Responsibilities
- Exclusivity of Tenant's Business
- Early Termination Rights
- Personal Guarantees (should you or should you not sign one?)
- Renewal Terms
- Zoning Issues
- Landlord build out costs
- Change of Control of Tenant
- Signage Protection
Business Purchase Review: Asset Purchase – Generally Liabilities are NOT Assumed ▲
When assets are acquired, the purchaser buys all or specified assets of the selling entity and may assume none, some, or all of the liabilities of the business. An asset purchase may be attractive to you since you may be able to pick and choose the specific items desired and can attempt to avoid assuming debts and liabilities of the selling entity. An asset acquisition is also designed to reduce your exposure to possible unknown or contingent liabilities. When assets are acquired, appropriate documents must be prepared in order to effectuate the transfer of title to each particular asset which is being transferred. This can involve a great deal of paper work and may require approvals and consents from various other parties, depending on the entity which is being purchased. We recommend faxing any agreement BEFORE you sign to (800) 520-7800, at no obligation to you, and an attorney can advise you over the phone.
Franchise Agreement Review – Is That Franchise Too Good to be True? ▲
A franchise is a method of distributing goods and services by licensing a business idea or concept to another. The "franchisor" is the legal owner of the franchised business' concepts and ideas, including names and logos. The "franchisee" is the individual or entity that purchases the right to use these concepts and ideas from the Franchisor. Studies reveal that franchised businesses experience lower default rates than independent businesses and generally have a somewhat easier time securing financing because the Franchisor typically has an established trademark and goodwill, as well as marketplace experience. But is a franchise worth the cost and restrictions? Many new entrepreneurs incorrectly believe that purchasing a franchise will lead to immediate success and profits with little to no risk. This is rarely the case. When considering a franchise there are many aspects that you need to examine. One good indicator of the potential success of a franchise is to compare your start-up cost with the past advertising and promotional expenditures of the franchisor. For example, a fast food franchise that has a start-up cost of $50,000 where the franchisor has invested $500 million in advertising and promotion would probably be a better purchase than another fast food franchise that has a lower start-up cost but the franchisor has only invested $10 million in advertising and promotion. Likewise, remember that higher price does not necessarily mean less risk and lower price does not mean greater potential reward. You must review all materials and disclosures carefully and seek legal advice. Although franchises usually require up-front fees and are heavily regulated by Federal and state agencies because of their inherent risks, a franchisee operating under one trademark can achieve levels of brand awareness, market penetration and purchasing power that business people operating individually could not ordinarily achieve. Generally, a franchise agreement grants to the franchisee a limited license and right to use and operate a recognizable outlet within a defined territory by utilizing a pre-existing business system and proprietary marks. The franchise agreement allows the franchisor to carefully control the obligations and responsibilities of the franchisee. It is imperative to have the agreement reviewed by an attorney BEFORE you sign it. The attorneys of Spiegel and Utrera, P.A. have extensive experience in Franchise Agreements and will review your Franchise Agreement. Just fax your agreement to (800) 520-7800, at no obligation to you, and an attorney can advise you over the phone.
In our review we address issues such as:
- Engagement
- Franchise Fee
- Royalty & Percentage Fees
- Proprietary Marks
- Training And Assistance
- Advertising
- Confidential Operating Manuals
- Confidential Information
- Maintenance
- Accounting and Records
- Standards of Quality
- Modification of System
- Warranties and Representations of Franchisor
- Warranties and Representations of Franchisee
- Rights of First Refusal
- Indemnification
A franchise is an excellent way to get started as a new entrepreneur, but it does not guarantee success. You must have a Franchise Agreement that works to your advantage. Let Spiegel and Utrera, P.A. review your agreement and get your franchise started on the path to success!
Shipping Information Return to Menu
Shipment of your Entity Records Book and Seal
Company Packages generally weigh approximately 4 pounds and are available for Pick up at our office in the state in which the entity is formed or may be shipped to you via Ground (2-3 business day) Service for a charge of $17.95 or via Overnight Delivery for a charge of $30.95. Please note, shipping and handling charges outside
Delaware will vary.
Worldwide electronic transfer of documents - delivered to you the same day your entity documents are due.
Electronic transfer of entity records in PDF format, depending on your order, includes approximately 20 to 30 plus pages (excludes entity binder and seal) for a charge of $25.95.
Electronic transfer of entity records in PDF format, depending on your order, includes approximately 20 to 30 plus pages with 16 facsimile seals (excludes entity binder) for a charge of $32.95.
Shipping to Canada or North America
Regular Service to Canada or North America (approximately 3-5 business days for delivery) - $43.95
Expedited Shipping to Canada or North America (Next Day Service) - $205.95
Shipping to Mexico or South America
Regular Service to Mexico or South America (approximately 7 business days for delivery) - $105.95
Expedited Shipping to Mexico or South America (approximately 2 business days for delivery) - $213.95
Shipping to countries in Europe
Regular Service to Europe (approximately 4 business days for delivery) - $282.95
Expedited Shipping to Europe (approximately 2 business days for delivery) - $304.95
Shipping to Asia
Regular Service to Asia (approximately 4 business days for delivery) - $254.95
Expedited Shipping to Asia (approximately 3 business days for delivery) - $283.95
Shipping to Africa
Regular Service to Africa (approximately 4 business days for delivery) - $392.95
Expedited Shipping to Africa (approximately 3 business days for delivery) - $487.95
Shipping to Australia
Regular Service to Australia (approximately 7 business days for delivery) - $278.95
Expedited Shipping to Africa (approximately 3 business days for delivery) - $314.95
SPEED OF SERVICE OPTIONS
REDDI LLC ▲
If you need a LLC immediately, we have companies, which are ready for immediate delivery. For more information and a complete list of all our Reddi or Shelf LLC's CLICK HERE or call our office at (888) 641-3800 for details.
SAME DAY LLC SERVICE ▲
If you need your LLC formed very urgently, for an additional $700 (due to higher state filing fees) we can expedite the registration of the LLC and the preparation of the LLC records and the LLC package will be ready the same day. Please be aware that your order must be finalized with full confirmed payment and oral communications between yourself and our office prior to 1:00 p.m., Delaware time, the day of the shipment.
NEXT BUSINESS DAY LLC ▲
If you need your Company formed urgently, for an additional $200, we can expedite the registration of the Company, the preparation of the Corporate Records and the Corporate Package will be ready on the next business day.
3 BUSINESS DAY LLC ▲
If you need to incorporate fast, we offer a 3 Day Incorporation Service for an additional $125. We will expedite the registration of the Company, the preparation of the Corporate Records and the Corporate Package will be ready on the 3rd business day.
REGULAR SERVICE ▲
The Company Package is complete and includes Certificate of Organization, By-Laws, Company Book, Company Seal, Preliminary Name Search, State Filing Fees, and Attorneys Fees. Any additional documents or agreements you may order will also be delivered with your Company Records book. We complete your paperwork the same day you place your order and speak with us. Then your documents are immediately sent to the State of Delaware for filing. The State of Delaware files the documents received from us according to their own work flow schedule. This process varies depending on the time of year but generally takes 4 to 6 weeks. But during January, beginning of the year, you can expect state delays of up to 12 weeks. So if you need your company sooner select one of our expedited services. If you need your company sooner, you have two choices, either a REDDI CORP or an EXPEDITED CORPORATION.
An Important Note about our RUSH SERVICES ▲
We offer two levels of rush service. When you opt for one of our rush services, we guarantee to promptly deliver your Limited Liability Company to the State for processing, however, if the State is backlogged, you may experience a delay in receiving your documents. We strive to have all rush orders ready as soon as humanly possible, however if time is of the essence you may opt for one of our Reddi LLC's which are ready for immediate delivery.
| SPIEGEL & UTRERA, P.A. is your one source for business legal services. Would you rather speak to a lawyer? A Spiegel & Utrera, P.A. associate is ready to take your call.
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4 business hours.