Amerilawyer logo
Spiegel & Utrera Logo
WHEN YOU FORM YOUR COMPANY
OR TRUST ONLINE AT AMERILAWYER.COM,

PAYMENT IS NOT REQUIRED
FORM A DUAL CLASS LIMITED LIABILITY COMPANY

THANKS FOR INQUIRING!

Just think - you can form a Dual Class Limited Liability Company
right over the Phone, or Online. It's easy. It's quick.
And you'll save a substantial amount of money.

OUR GOAL—YOUR Complete Satisfaction and Understanding
Our goal is to provide each of our clients with as much information as possible about starting a Dual Class Limited Liability Company. As you will see as you review the following material, there is a lot of information to digest and consider. Many legal aspects may be complex and confusing. We want you to know we are available to speak with you about any legal aspects of the formation of your Dual Class Limited Liability Company at your convenience either over the telephone or in person at the Spiegel and Utrera, P.A., office nearest you.

CALIFORNIA   DELAWARE   FLORIDA   ILLINOIS   NEVADA   NEW JERSEY   NEW YORK   GEORGIA

WHAT’S AN LLC?

The 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.

WHAT'S A DUAL CLASS LLC

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.

We understand that the process of Incorporating Online involves some research. We recommend that you Bookmark Our Site, or submit your email address and we will send you a friendly reminder about our site. When you are ready to incorporate or form a limited liability company, you will want some one on your side that can answer all your legal questions plus provide quality service at an amazing price!

Send me a FRIENDLY REMINDER:  

We depend on our clients to SPREAD THE WORD about our professional legal services and our affordable prices. If you know some one that may be interested in our services, CLICK HERE.

For one low fee, your Dual Class LLC is COMPLETE and 

INCLUDES
State Filing Fees.
INCLUDES
LLC Seal and Book.
INCLUDES Articles of Organization.
INCLUDES Company Minutes.
INCLUDES LLC Regulations.
INCLUDES Membership Certificate.
INCLUDES Preliminary Name Search.
INCLUDES Dual Class LLC Operating Agreement.

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

What's the secret to such great prices?


Flexible payment options available for placing your order.



INCORPORATE ONLINE NOW
No Credit Card Required

OR CALL THE OFFICE NEAREST YOU

 

FORM YOUR DUAL CLASS LLC ONLINE NOW!

Our Office

Miami

1840 Coral Way
4th Floor
Miami, FL 33145
Toll Free: (800) 603 - 3900
(305) 854-6000
Fax: (305) 857-3700
Natalia Utrera, Esq.,
Managing Attorney

New York City

1 Maiden Lane
5th Floor
New York, NY 10038
Toll Free: (800) 576-1100
(212) 962-1000
Fax: (212) 964-5600
Nicolas Spigner, Esq.
Managing Attorney

Clifton, NJ

642 Broad St., Suite 1B
Clifton, NJ 07013
Toll Free: (888) 336-8400
(973) 473-2000
Fax: (973) 778-2900
Sandy A. Adelstein
Managing Attorney

Los Angeles

8939 S Sepulveda Blvd.
Suite 400
Los Angeles, CA 90045
Toll Free: (888) 520-7800
(310) 258-9700
Fax: (310) 258-9400
Nicolas Spigner, Esq.
Managing Attorney

Delaware

9 East Loockerman Street
Suite 202
Dover, DE 19901
Toll Free: (888) 641-3800
(302) 744-9800
Fax: (302) 674-2100
Courtney Riordan, Esq.
Managing Attorney

Las Vegas

2545 Chandler Avenue
Suite 4
Las Vegas, NV 89120
Toll Free: (888) 530 4500
(702) 364 2200
Fax: (702) 458 2100
Joel S. Beck, Esq.
Managing Attorney

Chicago

Continental Office Plaza, Suite L12
2340 Des Plaines River Road
Des Plaines, IL 60018
Toll Free: (888) 514-9800
(312) 443-1500
Fax: (312) 443-8900
Michael C. Welchko, Esq.
Managing Attorney

General Counsel Club®

Unlimited Legal & Business Advice
LEARN MORE!
Toll Free: 1 (800) 734 - 9900
Fax: 1 (800) 520 - 7800
ClubAssist@AmeriLawyer.com
Natalia Utrera, Esq.,
Managing Attorney

#

STARTING A BUSINESS

There are many benefits to starting a business and incorporating. Some of the benefits of starting a business include protection of your personal assets, ease of raising capital, gain anonymity, available tax benefits and more!

Form is being submitted.....