Georgia Sub Chapter S Corporation
Price Includes State Filing Fee!
We also offer Georgia Limited Liability Company and Georgia Non Profit Formations.
(INCLUDES GEORGIA STATE FILING FEES, ATTORNEY’S FEES, CORPORATE RESOLUTIONS AUTHORIZING INCORPORATION, CORPORATE SEAL AND BOOK, CORPORATE MINUTES, CORPORATE BY LAWS, CORPORATE RESOLUTIONS AUTHORIZING IRS S CORPORATION STATUS, IRS S CORPORATION STATUS DOCUMENTATION, SPECIAL S CORPORATION STOCK CERTIFICATE AND PRELIMINARY NAME SEARCH)
For one low fee of $204.95, your Georgia Sub Chapter S Corporation is COMPLETE and
INCLUDES State Filing Fee, "YES! Includes State Filing Fee", and
INCLUDES Corporate Seal and Book.
INCLUDES Corporate Minutes.
INCLUDES Corporate By Laws.
INCLUDES Preliminary Name Search.
INCLUDES Special S Corporation Stock Certificate.
INCLUDES IRS S Corporation Status Documentation.
INCLUDES Corporate Resolutions Authorizing IRS S Corporation Status.
Yes, even Includes Attorney's Fee (No Hidden Attorney Fees).
What's the secret to such great prices?
More great prices? Visit our Special Offers Page.
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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.
|OUR GOAL—YOUR Complete Satisfaction and UnderstandingOur goal is to provide each of our clients with as much information as possible about starting a Corporation. 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 Corporation at your convenience either over the telephone or in person at the Spiegel and Utrera, P.A., office nearest you. |
FORM YOUR SUB CHAPTER S ONLINE NOW!
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 incorporate 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.
Sub-Chapter S Corporation (Tax Savings) Return to Menu
If you are a Citizen or Permanent Resident of the United States, this is the most tax advantageous type of Corporation you can have!
What's a Subchapter S Corporation? ▲
At the state level, it's filed as a "plain vanilla" corporation, but if it meets certain requirements and elects to be treated as a "small business corporation," at the federal level it can enjoy distinct tax benefits.
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 Georgia 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 Georgia corporate Income Tax, so that the earnings of the Corporation flow directly to the owners.
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; andDoes 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 documents, including Corporate Resolutions and Special Stock Certificates.
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! ▲
You are LOSING MONEY if you do not have a Service Agreement. Without a service agreement you are watching dollars walk away every day. Obtaining a first time customer is very expensive. Yet so many entrepreneurs let that customer walk away after the initial sale. This is a sure fire way to make your business fail. Successful entrepreneurs know that the key to starting a thriving enterprise is repeat business. It is far too costly and time consuming to build your business on first time customers alone. You MUST turn these first time customers into repeat customers. A service agreement is a solid investment in the future of your business and is a fast, easy, and cost effective way to make your business succeed. A service agreement works as a tool not only to secure repeat customers but also to market your business. The Service Agreement is a customized written agreement entered into with its customers and is the bedrock foundation of many service businesses. Many franchises sold for tens of thousands of dollars are business formats revolving around a successful 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 corporation. 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.
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 corporation 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 corporation’s Annual Meeting of Shareholders and Directors;Our firm will act as your corporation’s General Counsel;Our firm will comply with all statutes and applicable laws relating to your corporation’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 corporation 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.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.
Start-Up Essentials Return to Menu
Many new business owners don’t realize what is required to legally conduct business in Georgia. 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 Georgia and other services that you may find advantageous for your business.
Choosing a Name for Your Corporation
Choosing a name for your Corporation should be a well thought our process. Generally, a Corporation name may be adopted if there is not the same as or too similar to an existing name on the state Corporation records.
When determining name availability, Spiegel & Utrera, P.A. checks names only against names of corporations registered in the state you are attempting to form your Corporation (e.g., a proposed corporation name is checked for availability only against other like corporation names) and only with the state agency responsible for corporate 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 corporate 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 corporate 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 corporate name can be a very expensive business lesson that can be avoided.
Avoid the problem of having you and your Corporation 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 a Corporation. You will need it to operate your business and open a bank account for the Corporation. We can obtain this number for you and the advantage of allowing us to get it for your Corporation is that we will deliver it with your Corporation for only $35, enabling you to 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.
Meeting the Publication Requirement – (Mandatory Under Georgia Law)▲
Georgia requires Corporations to publish a notice of their intention to incorporate in the State. Complying with the State's Publication requirements can be very confusing. Spiegel & Utrera, P.A. can prepare all the documents you need in order to satisfy the State's requirements. For only $89.95, if ordered at the time of the formation of your Corporation, Spiegel & Utrera, P.A. will provide you with the document you need to send to the publisher relating to the publishing requirement selections and the legal verbiage for your notice. If ordered with the formation of your Corporation, the telephone support at Spiegel & Utrera, P.A.'s General Counsel Club is included with this service and available to you to answer any questions as you proceed to complete the Georgia Corporation Publication requirements. Note that the selection of the newspaper in which the publication requirement advertisement is placed, is determined by a government official.
Publication Saver ▲ Consider purchasing from Spiegel & Utrera, P.A., a pre-formed Georgia Corporation that includes the Georgia Corporation County publication requirements. Click here to view a list of Georgia Corp.'s that include the Georgia Corporation County publication.
Initial “Annual” Registration - Required to file within 90 days of incorporation ▲
Each business entity registered or filed with the Office of Secretary of State is required to file an Initial Annual Registration within 90 days of incorporation or be subject to a $25 penalty. We can file the documentation for the Initial Annual Registration for you and deliver it with the corporation. The cost to file your Initial Annual Registration at the time of incorporating is only $99.95 and includes all state of Georgia fees.
Georgia Sales and Use Tax Number - Avoid State of Georgia Sales Tax▲
This account number allows you to buy goods for resale or export and not pay any State of Georgia sales tax. We can initiate the paperwork for you to obtain this number. The fee to prepare the documents is $35 when included as part of your incorporation package.
Georgia Trade / Fictitious Name - Required if Conducting Business in a Name other than the Full and Complete Corporate 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 Trade or Fictitious 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, a publication kit and affidavit along with the filing of all documents and payment of all filing fees to the Clerk of Superior Court for the County in which the Corporation has its principal office address. If ordered at the time of forming your company, we offer this service for an additional $259.95 for two week service, $334.95 for 4 day service and 409.95 for 2 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 Corporation 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 Corporation’s initial bank account. Due to heighten security, identify theft and fraud, many Banks require substantiation from the Corporation’s attorney as to the identities of the Corporation’s Shareholders, Directors and Officers. Spiegel & Utrera, P.A. will prepare and execute an Attorney Opinion Letter identifying your Corporation’s Shareholders, Directors and Officers. This Bank Letter will then be presented by you at any Bank you chose to open your Corporation’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 Corporate 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 Corporation, 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 Corporation but order it after the delivery of your Corporate 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 Corporate 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.
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. The charge for this service is $125.
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 Corporation, 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 Corporation 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 Corporation 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 Corporation, the fee for a Certificate of Good Standing is $67.95 for regular service of approximately 3 to 5 business days or $142.95 for expedited service of 1 to 2 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 Corporation 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.
- 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.
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:
Georgia Purchaser's Resale and Exemption Certificates▲
State and local tax laws require that vendors have in their files properly executed Exemption Certificates given to them in good faith by all of their customers who claim Georgia Sales and Use Tax Exemption. We can prepare a set of Exemption Certificates for you to give to vendors from whom you intend to buy goods either for resale. The fee for a set of 6 reusable Resale Certificates is only $35 when ordered in conjunction with the corporation.
IRS Section 1244 Corporate Stock - Tax Savings for Nearly Every Corporation ▲
This is another powerful tax provision which can be used by almost all corporations. 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 stock in your corporation. The amount you can deduct as ordinary loss is up to $50,000 per year or $100,000 per year, if filing a joint return with your spouse. Generally, without 1244 stock, your loss would be limited to $3,000 per year or $6,000 per year, if filing a joint return with your spouse. A corporation that issues 1244 stock and elects to be an S corporation gives its shareholders the best of both possible worlds from a tax stand point. The issuance of 1244 stock costs only an additional $50 when ordered with the formation of your corporation and comes with all the necessary documents, including corporate resolutions, 1244 plan and special stock certificates.
Tax Saving Lease Agreements Return to Menu
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 corporation for use as the Corporation'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 Corporation, and as an added bonus to our clients, we draft the Lease in such a manner that it is automatically renewable. 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 Corporation The typical tax savings under this type of arrangement ranges between $1,500. and $3,000. per tax year. We can prepare the lease for only $150. when ordered with your Corporation. 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 Corporation, you create a legitimate business expense for the Corporation and a Tax Deduction. Typically, the tax savings under this type of arrangement can exceed $1,000 per tax year. The cost for an Office Equipment Lease is only $150. when ordered with your Corporation. 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.
Qualified Sub Chapter S Subsidiary - Incredible Tax Savings ▲
This is a very powerful tax strategy and tax advantage. If your Sub Chapter S Corporation is to be owned 100 percent by another Sub Chapter S Corporation, your Corporation can become a Qualified Sub Chapter S Subsidiary. The charge to create the Qualified Sub Chapter S Subsidiary is an additional $150 provided it is ordered along with the formation of the Corporation.
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 corporation 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 corporation’s Annual Meeting of Shareholders and Directors;Our firm will act as your corporation’s General Counsel;Our firm will comply with all statutes and applicable laws relating to your corporation’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 corporation 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 Corporation when there are Multiple Shareholders ▲
A voting trust is a device for combining the voting power of shareholders. It is not unlawful for shareholders to combine their voting stock for the election of directors so as to obtain or continue the control or management of a corporation. Georgia Statutes limit the duration of voting trusts to a period of ten years. 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 shareholders wish to vote their respective stock as a unit. It also may be used for the special purpose of protecting corporate creditors. The general plan of a voting trust is controlled by the voting trust agreement; then the shareholders endorse their stock certificates to the voting trustee. The voting trustee surrenders these certificates to the corporation and the voting trustee receives in return new certificates issued in the name of the voting trustee, and the voting trustee votes the shares as principal, rather than as agent as in the case of proxies. For tax purposes, the voting trust certificate takes the place of the stock it represents. Tax transactions with respect to voting trust certificates are treated as transaction affecting the stock. A voting trust is not an association taxable as a corporation, 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 corporation. The charge for Spiegel and Utrera, P.A. to form a Voting Trust for your company is only $767.95 if ordered at the time of incorporation.
Stock Options – Control Your Corporation while Raising Money ▲
An option to buy stock gives the holder the exclusive right for a specified period of time to purchase stock 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 stock. Since stock is 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 stock 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 stock purchased. The purchaser’s holding period does not include the period curing which the option is outstanding.
Stock options can be utilized very effectively by an entrepreneur, for example:Stock is given to an employee, but if he leaves the employ, the corporation has the option to repurchase the employees stock at fixed or variable price. Stock in the corporation is sold to raise needed capital, but the corporation has the right to repurchase the stock in the future.
For whatever reason a person would like to be a shareholder in the corporation but not now, an option to purchase stock is purchased from the corporation.
The stock option can be an on-target management incentive or control device. Stock 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 Stock Option service for your business for only $367.95 if ordered at the time of incorporation.
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 – Don’t Take Chances: Protect Yourself from Personal Liability ▲
We strongly recommend that you include special provisions in your Articles of Incorporation and additional Corporate agreements which trigger this important protection requiring the Corporation to indemnify and hold harmless it's Directors and Officers from any actions they take on behalf of the Corporation. If a Director or Officer is ever sued for actions taken on behalf of the Corporation, these provisions require that the Corporation be held responsible, as agreed upon by the Directors and Officers and the Corporation. These important provisions and agreements cost only an additional $75 if ordered at the time of Incorporation.
Shareholders Restrictive Agreement – Protection if there will be More than One Shareholder ▲
If your Corporation has more than one shareholder, we strongly recommend you enter into a Shareholders Restrictive Agreement. This agreement is entered into by the shareholders to define their duties and responsibilities to each other and to the Corporation. It is like a partnership agreement between the Shareholders. 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 $150 for up to 4 shareholders, additional shareholders are $50 each, if prepared in conjunction with the formation of your corporation.
Just look at its many provisions:
- Provides a frame work for the settlement of disputes between shareholders.
- Prevents a shareholder from selling his stock to a third party without first offering it to existing shareholders.
- Provides a framework for the purchase of stock by the remaining shareholders in the event a shareholder dies, or becomes disabled.
- Prevents a shareholder from competing against the Corporation both now and as an ex-shareholder for a stated period of time.
Requires shareholders to maintain the confidentiality of all customer names and other Corporate records. Prevents a shareholder from impairing the goodwill of the Corporation. Prevents a shareholder from soliciting customers of the corporation except for the Corporation’s business.
Obviously, this is a very thorough Contract. It is drafted by our attorneys and used by business owners such as yourself. This agreement is very versatile and an absolute necessity for a company with multiple shareholders. Remember the old adage, "An ounce of prevention is worth a pound of cure."
Shareholder Divorce Protection Provisions – Avoid the Unintended Spouse Shareholder ▲
Unfortunately, many eager entrepreneurs anticipate a successful business venture but never contemplate the “down side.” What happens if a shareholder gets divorced? Will the stock remain with the shareholder or get awarded to the spouse as part of the divorce settlement? What happens if shareholder tries to convey or assign their stock to a spouse or former spouse to meet their obligations? A carefully drafted provision in the shareholders restrictive agreement should afford a right of first refusal when a Shareholder wants to transfer their shares of stock by requiring a buyout of the stock by the other Shareholders. Such a provision will protect the current shareholders from potential ownership by divorced spouses or other possible sources of ownership conflict. For example, assume a corporation set up by husband John Smith, wife Pocahontas Smith, and son Al Smith. All are Shareholders, and son Al is married to Patti Smith. What happens if Al and Patti Smith file for a divorce? There should be provisions in the Shareholders Restrictive Agreement requiring that in the event of the filing of a divorce involving a Shareholder of the corporation, a notice is sent to the other Shareholders offering them a right of first refusal, which allows them to purchase Al Smith’s shares of stock to avoid having Patti Smith as a shareholder, especially after a nasty divorce. Furthermore, even if none of the Shareholders want to buy the stock at issue, any transfer of stock would require unanimous consent of the other Shareholders. Let us draft these special provisions to protect your corporation from divorce for an extra $75 when ordered with the Shareholders Restrictive Agreement at the time of incorporation or $150 thereafter.
Avoid Probate – Maintain Control, Provide for Anonymity, Privacy and the Disposition of the Ownership of your Corporation Upon Your Death ▲
Let Spiegel & Utrera, P.A. create an Ownership Trust while your Corporation is in the process of being formed. The Ownership Trust will own your Corporation, you will own the Ownership Trust. The benefits are many: (1) the ownership of your Corporation 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 Corporation; (4) PROBATE IS AVOIDED and the ownership of the Corporation 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 Corporation. 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 Corporation, 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 Nevada Trademark or Servicemark will prevent copycats from confusing customers and damaging your reputation. The State of Nevada 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 Nevada Trademark or Servicemark registration, if done at the time of incorporating, is $132.95. This charge includes all government filing fees.
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 Georgia laws. Below are the most common items that you will require when hiring workers for your company.
Georgia Unemployment Tax Account Number – Required By Law if you are Hiring Employees ▲
This number is used to withhold Georgia Unemployment Taxes from your Corporation's payroll. If you have any employees on the payroll, including yourself, you will need this account number. We can initiate the paperwork for this account number for you and deliver it with the corporation. 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 Corporation 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 Corporation for a specific period of time after leaving its employment.
- It prohibits the employee from disclosing any of the Corporation's business records, computer data, trade secrets, methods of operation, et cetera.
- It prevents the employee from soliciting customers or clients of the Corporation.
- It prevents an employee, after leaving the Corporation's employment, from soliciting the Corporation'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 Corporation is given substantial clout in preventing an employee from joining a competitor, or competing against the Corporation and disclosing business secrets to anyone. The Agreement may be re-used by the Corporation 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 corporation 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:
- Absences, including vacation, sick time, time off for injury, death in family, jury duty, excused absence, military leave and emergency situations
- Equal Employment Opportunity
- Drug and Alcohol Abuse Policy
- Payday and Pay Period
- 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
- Pornography at Work
- Medical Insurance
- Departure from Employment with Notice or Without Notice
- Dress at Work
- Business Cards
- 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:
- 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 corporation, is just $49.95.Georgia New Hire Reporting Form – Required by Law ▲
All Georgia employers are required to report basic information about employees, who are newly hired, rehired, or who return to work after a separation of employment. You must submit a report for each newly hired employee within 10 days of their first day on the payroll. We can provide you with a package of 6 New Hire Registration Forms for $35. The forms are customized with your Corporation’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 after 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.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 Corporation’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 Corporation, 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 Corporation, 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 Corporation, 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.
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.
Variations of Ownership. ▲
Capital Stock – Common Stock ▲
Every Georgia corporation formed by Spiegel & Utrera, P.A. has, at no additional charge, 10,000 shares at $0.01 par value. In most cases, this is satisfactory and the clients need no additional common stock changes. Generally, all the 10,000 shares of common stock will be issued at the time of incorporating. The capital stock of a corporation serves only corporate purposes. It functions as security for the creditors of the corporation who have relied on its existence, since it cannot be diverted or withdrawn to the detriment of corporate creditors. This is why in the standard corporation the amount of the par value of the capital stock is a small sum. Additionally, a corporation generally has only common stock but it may also have preferred stock. You may change our standard allotted common stock by increasing or decreasing the number of shares or par value. For example, you may want to order 10,000,000 shares at 1/1000 of a cent par value. The charge for the change of common stock, whether number of shares, par value or both, is $49.95 if ordered at the time of incorporating.
Capital Stock - Non-Voting Stock ▲
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 corporation. For example, as a founding shareholder, you may want to have all of the common voting stock so as to participate in the management of the corporation and control its operations, while transferring all of the common non-voting stock to your children so that they may share in the appreciation value and earnings of the corporation. If so, it’s likely you’ll want to protect yourself with a Shareholders Restrictive Agreement. Seasoned business-owners will instinctually recognize the value of such an agreement. We’ll draft a special provision for your Articles of Incorporation and issue special certificates for common non-voting shares of stock. This item costs only an additional $74.95 if ordered at the time of Incorporation.
Lender's Agreement & Promissory Note - Properly Document Money Lent to the Business ▲
Initially a corporation needs a cash infusion. Additionally, the corporation may require a continuing advance of funds for some time. How does it get the money? After the initial purchase of shares of the corporation for at least their par value, generally, the corporation has two choices on obtaining additional money; (1) shareholders pay for their initial shares in excess of their par value thereby creating excess Paid-in Capital or (2) loan money to the corporation. Lending money to the corporation is the preferred method to advance money to the corporation because the lender is seen as a creditor of the corporation. The lending of money to the corporation 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 corporation and also provide for future advances of money the lender might make to the corporation. 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 at the time of incorporating is only $75.
Security Agreement for Corporation - 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 incorporation, 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 incorporation.
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? Even more importantly, how can you build credit for your business if your personal credit is not spotless? 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 Corporation, 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 corporation 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 corporation, 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 for Owners Experiencing Difficulty in Obtaining a Bank Account – Let us help You Establish a Business Banking Account ▲
If you have had trouble opening a new business banking account, you are not alone. When denied by a bank for a checking account, it is easy to feel isolated, but the truth is many new entrepreneurs experience the same feeling everyday. It does not take much for your business banking account application to be denied. It may be bad personal credit or unresolved personal accounts. It could be something as little as one bad check five years ago! Unfortunately, whatever is causing you to be declined will not go away. Yet, now more than ever, you need a business checking account. We can help. Spiegel and Utrera, P.A. can set up a business checking account for you, even if you have previously been denied. You will need to have a business checking account for your new enterprise, but this is not all you need if you want to build the most credit for your business. We recommend an Investment Account and a Delayed Debit Gold MasterCard in addition to your Business Checking Account in order to maximize your start-up enterprises credit. 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 Corporation, 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 Corporation, 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 corporation 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 corporation’s Annual Meeting of Shareholders and Directors;
- Our firm will act as your corporation’s General Counsel;
- Our firm will comply with all statutes and applicable laws relating to your corporation’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 corporation 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 corporation? 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 corporation. PLUS there is no extra charge for shipping, handling and processing as your book will be shipped with your corporation. 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 a qualified lawyer BEFORE you sign it. Spiegel and Utrera, P.A. offers 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 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 Renewal Terms Zoning Issues Landlord build out costs Change of Control of Tenant Signage Protection
Business Purchase Review: ▲
One thing is very clear - the acquisition of a business can provide the gateway to substantial wealth. At Spiegel & Utrera, P.A. , we have represented buyers in many business acquisitions and are ready to help you. For small to medium businesses, purchases are usually structured in one of two ways: Asset Purchase or Corporate Stock Purchase.
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 more 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.
Corporate Stock Purchase – When the longevity and corporate status of the entity are Valuable ▲
You can acquire control of another company through the acquisition of the shares of stock owned by the seller's shareholders. In this type of acquisition control of the acquired entity is obtained through stock ownership rather than a direct acquisition of the assets. With a corporate stock purchase corporate liabilities are assumed by the buyer. The legal and corporate status of the acquired entity remains the same following the acquisition. If possible, an Asset Purchase is usually preferable for a buyer due to the assumed liability. However some purchases may benefit from the acquisition of corporate stock. For example, where beneficial carryover tax attributes are available, a stock transaction may be desirable for you. When favorable insurance and employment ratings can be retained, they may also be a consideration for a stock transaction. Although one of the main nontax considerations for you in desiring an asset purchase is the risk of being saddled with unknown and contingent liabilities, the impact of this problem can sometimes be ameliorated by the establishment of holdback arrangements. Such arrangements typically involve escrowing of funds, rights to offset payments on seller financed promissory notes, execution of nonnegotiable promissory notes to evidence seller financing, and provisions in the sale agreement in delaying the payment of the full purchase price until certain contingencies have been satisfied.
In a typical stock acquisition the purchaser acquires the stock from the corporate shareholders in exchange for cash, notes, stock, other property, or a combination of these items. In most cases you will want to purchase the entire outstanding stock of the seller; however, there may be situations where it would be advantageous to have a minority shareholder retain an interest in the corporation being sold. For example, if a key management figure has an ownership interest in the corporation, it may be beneficial for the corporation for him to retain that interest in order to maintain continuity of management and the value of a key employee. The psychological and economic advantages of having an important employee continue to own a stake of the business, even after new ownership of the majority of stock, should be carefully weighed.
Simplicity is perhaps the key nontax feature of a stock acquisition. Since nothing other than corporate stock of the corporation is transferred, the often cumbersome preparation and execution of documents of transfer are not necessary. Although the selling shareholders must agree to sell their corporate stock, no shareholder votes are necessary, nor are there any shareholders' dissenters' or appraisal rights. The sale of corporate stock will normally avoid sales taxes, although Georgia does impose a tax on the transfer of stock.
It must be emphasized that the mechanical ease of accomplishing the actual corporate stock transfer should not lull you into believing that an investigation into the corporation is not necessary. To the contrary, the investigation should be at least as, if not more, comprehensive than one undertaken in the course of an asset transaction. It is perhaps most crucial in regard to liabilities, since you face the risk imposed by disclosed, undisclosed, fixed, contingent, and unknown liabilities. Although you do not assume such liabilities personally, they nonetheless run with the corporation and will affect the assets of the business. The degree and extent of the risk associated with the transaction, and the likelihood of liabilities which have not surfaced, should have a direct bearing on the negotiated purchase price. We strongly recommend that you fax your purchase agreement, at no obligation to you, to (800) 520-7800 BEFORE you sign it and one of Spiegel And Utrera, P.A.’s experienced attorneys will be able to 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:EngagementFranchise FeeRoyalty & Percentage FeesProprietary MarksTraining And AssistanceAdvertisingConfidential Operating ManualsConfidential InformationMaintenanceAccounting and RecordsStandards of QualityModification of SystemWarranties and Representations of FranchisorWarranties and Representations of FranchiseeRights of First RefusalIndemnification
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
Corporate Packages generally weigh approximately 4 pounds and 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 Georgia will vary.
SPEED OF SERVICE OPTIONS
If you need a corporation immediately, we have corporations, which are ready for immediate delivery. For more information and a complete list of all our Reddi or Shelf corporations CLICK HERE or call our office at (800) 603-3900 for details.
2 BUSINESS DAY CORP ▲
If you need your corporation formed urgently, for an additional $250 . We will expedite the registration of the Corporation and preparation of the Corporate Records and the Corporate Package will be ready in 2 business days, after receipt of payment.
4 BUSINESS DAY CORP ▲
If you need to incorporate fast, we offer a 4 Business Day Incorporation Service for an additional $175 . We will expedite the registration of the Corporation and preparation of the Corporate Records and the Corporate Package will be ready in 4 business days, after receipt of payment.
REGULAR SERVICE ▲
The regular processing time for a Corporation is approximately two weeks. The Corporate Package is complete and includes Articles of Incorporation, By-Laws, Corporate Book, Corporate Seal, Preliminary Name Search, State Filing Fees, and Attorneys Fees. Any Additional documents or agreements you may order will also be delivered in your Corporate Records Book.
Orders received after 3:30 pm will be processed the following business day.
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 Corporation 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 Corps which are ready for immediate delivery.
INCORPORATE ONLINE NOW!