Dual Class Limited Liability Company COMPLETE! (Includes Dual Class LLC Operating Agreement)

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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.



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.


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.

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.

For example, assume a Dual Class LLC with three Members: Perry Manson and Samuel Adamson are Limited Members initially investing $50,000 each into the Dual Class LLC and Angela Dickeyson is the General Member and she is putting in “sweat equity” (future services) with an agreed-upon value of $50,000 over the course of two years. To the extent that Angela is providing services to the Dual Class LLC, she will be subject to the SE tax while Perry and Samuel will not be.

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!


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

State Filing Fees.
LLC Seal and Book.
INCLUDES FREE Articles of Organization.
INCLUDES FREE Company Minutes.
INCLUDES FREE Membership Certificate.
INCLUDES FREE Preliminary Name Search.
INCLUDES FREE 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.

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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MiamiOrlandoLos Angeles
1840 Coral Way
4th Floor
Miami, FL 33145
Toll Free: (800) 603 - 3900
(305) 854-6000
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Natalia Utrera, Esq.,
Managing Attorney
707 East Colonial Drive
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Orlando, Florida 32803
Toll Free: (888) 991-9700
(407) 898-5500
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New York CityDelawareLas Vegas
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New York, NY 10038
Toll Free: (800) 576-1100
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Dover, DE 19901
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Fax: (702) 458 2100
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Continental Office Plaza, Suite L12
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Des Plaines, IL 60018
Toll Free: (888) 514-9800
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Managing Attorney
642 Broad St., Suite 2
Clifton, NJ 07013
Toll Free: (888) 336-8400
(973) 473-2000
Fax: (973) 778-2900
Gracielle R. Cabungcal, Esq.
Interim Managing Attorney
130 North Central Avenue, Suite 303
Phoenix, AZ 85004
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(602) 603-1722
Fax: (602) 603-1721
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Managing Attorney
AtlantaGeneral Counsel Club®International Clients & Requests
34 Peachtree Street NW
 Suite 1925
Atlanta, GA 30303
Phone:  (404) 329-4800
Fax: (800) 520-7800
Tamara L. Klopenstein, Esq.
Managing Attorney
Unlimited Legal & Business Advice
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Natalia Utrera, Esq.,
Managing Attorney
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