California Limited Liability Partnership for Professional Services

$140.95

For one low fee of $140.95, your California Limited Liability Partnership for Professional Services is COMPLETE and

INCLUDES California's State Filing Fee.
INCLUDES Limited Liability Partnership Seal and Book.
INCLUDES Limited Liability Partnership Minutes.
INCLUDES Certificate of Limited Liability Partnership.
INCLUDES Preliminary Name Search.

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

PRICE INCLUDES

CALIFORNIA'S

State Filing Fee

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FORM A CALIFORNIA LIMITED LIABILITY PARTNERSHIP?

A California Limited Liability Partnership is a partnership that provides its partners a limitation on personal liability similar to Limited Partnerships.

However, a Limited Partnership cannot become a Limited Liability Partnership. Limited Liability Partnerships are entities that engage in the practice of public accountancy, the practice of law or the practice of architecture. A Limited Liability Partnership must have two or more licensed partners.

A California Limited Liability Partnership has flow-through tax treatment under Subchapter K of the Internal Revenue Code and therefore a Limited Liability Partnership is not subject to direct taxation. Instead, the partners must report and assume liability for their share of the Limited Liability Partnership's gain or loss. Avoiding the entity level tax ensures that income flowing into a Limited Liability Partnership is taxed only once.

In order to process your Limited Liability Partnership, you will need a Limited Liability Partnership Agreement prepared by our Firm or, if you already have a Limited Liability Partnership Agreement, you will need to furnish our Firm an opinion letter from qualified independent legal counsel representing the proposed Limited Liability Partnership stating counsel has reviewed the Limited Liability Partnership Agreement and such Agreement is fully compliant with California law and represents the business entity contemplated by the parties.

We will form your Limited Liability Partnership under the personal direction of a qualified attorney who makes certain that all requirements are met.

View our California LLP list of services, speed of service options, and shipping options below.

How to Build Your Business

Start-Up Essentials

How to Save Money on Taxes

Home Office Lease

Agreement detailing the leasing of office space by a homeowner or tenant with a Registered Limited Liability Partnership for use as the Registered Limited Liability Partnership'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 Registered Limited Liability Partnership, and as an added bonus to our clients, we draft the Lease in such a manner that it is automatically renewable from year to year at no additional charge.

Motor Vehicle Lease

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 Registered Limited Liability Limited Partnership. The typical tax savings under this type of arrangement ranges between $1,500 and $3,000 per tax year. As an added bonus to our clients, we draft the lease in such a manner that its automatically renewable from year to year at no additional charge. We can prepare the lease for only $150 when ordered with formation of your Registered Limited Liability Limited Partnership.

Office Equipment Lease

A lease which details the leasing of office equipment by a business. Once again, by leasing equipment to the Registered Limited Liability Partnership, you create a legitimate business expense for the Registered Limited Liability Partnership and a Tax Deduction. Typically, the tax savings under this type of arrangement can exceed $1,000 per tax year. As an added bonus to our clients, we draft the lease in such a manner that it's automatically renewable from year to year without additional charge. The cost for an Office Equipment Lease is only $150, when ordered with the formation of your Registered Limited Liability Partnership.

Purchaser's Blanket 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 State Sales Tax Exemption. We can prepare a set of Exemption Certificates for you to give to vendors from whom you intend to buy goods for either resale or export to be exempt from paying State or local sales taxes. The fee for a set of 6 Re-Usable Certificates is only $35 when ordered in conjunction with the formation of your Limited Liability Partnership.

Effectively Controlling Your Business

Stock Options

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 sellerÆs 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 holderÆs 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 holderÆs basis for the stock purchased. The purchaserÆs 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.

Voting Trust

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. California 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.

Asset Protection / How to Protect Your Business

Limited Liability Partnership Options

Limited Liability Partnership Agreement

We strongly recommend you enter into an Limited Liability Partnership Agreement for your Limited Liability Partnership.
A well-drafted Limited Partnership Agreement will:

Describe the amount of capital contributions that the partners have to make, how much and when distributions of profits will take place and allocate losses among the partners to minimize tax liability;
Ensure compliance with filing requirements with the Secretary of State by mandating an annual report;
Provide a framework for the settlement of disputes between partners by allowing mediation and arbitration as a quicker, cheaper method;
Prevent a partner from selling his stock to a third party without first offering it to existing partners as a right of first refusal;
Provide a framework for the purchase of a Limited Liability Partnership interest by the remaining partner in the event a partner dies with a right of first refusal;
Prevent a partner from competing against the Limited Liability Partnership by selling the same products or offering the same services;
Require partners to maintain the confidentiality of all customer names and other business records so that partners don’t run off with valuable Limited Liability Partnership secrets or intellectual property;
Prevent a partner from impairing the goodwill of the Limited Liability Partnership by bad-mouthing the management or financial standing of the business; and
Prevent a partner from soliciting customers of the Limited Liability Partnership for new Limited Liability Partnership 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 Limited Partnership with multiple owners. Remember the old adage, "An ounce of prevention is worth a pound of cure." A Limited Partnership Agreement is $449.95 for up to four partners. Additional partners and complex Limited Partnerships require additional charges which are available upon request.

Start-Up Money for Your Business

Non-Voting Partnership Interest

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 Partnership. For example, as a founding partner of the Partnership, you may want to have all of the voting Partnership interest so as to control its operations, while transferring all of the non-voting Partnership interests to others so that they may share in the appreciation value and earnings of the Partnership. Seasoned business-owners will instinctually recognize the value of such an agreement. WeÆll draft a special provision for your Articles of Partnership. This item costs only an additional $74.95 if ordered at the time of formation. In addition, you may want to protect yourself with a Partner Restrictive Agreement.

Security Agreement for Limited Liability Partnership for Professional Services

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 Limited Liability Partnership in favor of you, the lender, with a Security Agreement. A Security Agreement is a contract between a lender and borrower. The Security Agreement gives the lender a security interest and the right to repossess personal property that a borrower has offered as collateral if a note is not paid per its agreed terms. This right is superior to all subsequent creditors provided the lien given by the Security Agreement is perfected. The Security Agreement available from Spiegel & Utrera, P.A. is complete and includes provisions relating to type of collateral being secured, address where collateral will be kept, executing further documents, events that shall constitute a default, assignment of secured collateral by holder, a listing of events that would constitute default by the borrower and the rights of the lender should the borrower default. Provided you have ordered the Spiegel & Utrera, P.A., Lenders Agreement and Promissory Note, the fee for the Security Agreement, if ordered at the time of forming your Limited Liability Partnership, is an additional $75.

Perfecting the Lien Created by the Security Agreement - Uniform Commercial Code

Liens against personal property are perfected differently than liens on real property. The use of the phrase “personal property” does not mean property owned personally by the owner of a business. Instead, the term refers to all property used inside or outside of a business (with the exception of real property) including equipment, furniture, inventory, etc. To perfect a lien against personal property used in a business, strict adherence must be followed pursuant to the Uniform Commercial Code, documentation must be created, executed and filed with the appropriate government agencies. Once recorded, the Uniform Commercial Code makes a lien valid and serves as notice that the lien exists. Usually, the first recorded lien takes priority. Provided you have ordered the Spiegel & Utrera, P.A. Lenders Agreement and Promissory Note and the Spiegel & Utrera, P.A. Security Agreement, the documentation required to perfect the lien under the Uniform Commercial Code is $75, if ordered at the time of forming your Limited Liabilility Partnership.

Lender’s Agreement & Promissory Note

Initially a Limited Liability Partnership needs a cash infusion. Additionally, the Limited Liability Partnership may require a continuing advance of funds for some time. Its important to minimize the amount of money a Partner is required to pay for the Limited liability partnership in the Limited Liability Partnership because the Partners could be held personally liable by the Limited Liability Partnership and/or the creditors of the Limited Liability Partnership for not contributing all the funds the Partners had initially agreed to contribute to the Limited Liability Partnership. How does the Limited Liability Partnership get the money? After the initial purchase of its Limited liability partnership interests, generally, the Limited Liability Partnership has two choices for obtaining additional money: (1) Partners can contribute additional funds for their Limited liability partnership interest (not the preferred method as previously stated) or (2) loan money to the Limited Liability Partnership. Lending money to the Limited Liability Partnership is the preferred method to advance money to the Limited Liability Partnership because the lender is seen as a creditor of the Limited Liability Partnership. The lending of money to the Limited Liability Partnership 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 Limited Liability Partnership and also provide for future advances of money the lender might make to the Limited Liability Partnership. In the event of failure of the business, the loan will be fully tax deductible by the lender as a bad debt. The fee for the Lender's Agreement and Promissory Note, if ordered at the time of the formation of your Limited Liability Partnership, is only $75.

What You Need if You are Hiring Workers

How to Build Credit for Your Business

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 GovernmentÆs contractor identification code for all procurement-related activities. The D & B number is also known as the D-U-N-S« number and remains with the company location to which is has been assigned even if it closes or goes out of business. With that in mind, it is important to have a physical location for your business when obtaining the D & B number. D & B also states that the D-U-N-S« number also ôunlocksö a wealth of valued-added data associated with that entity, including the business name, physical and mailing addresses, trade styles (fictitious name, assumed name, alternate name or DBA), principal names, financial, payment experiences, industry classifications (SICs [Standard Industry Classification] and NAICS [North American Industry Classification System]), socio-economic status, government data and more. The D-U-N-S« number also links members of corporate family trees worldwide. If ordered at the time of forming your company, Spiegel & Utrera, P.A. will obtain your D & B number, also known as your D-U-N-S« number, for $50. If ordered later, the charge to obtain the D & B number, also known as your D-U-N-S« number, is $167.95.

Business Checking, Investment Account and Delayed Debit Gold MasterCard

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 Partnership, 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 Partnership, the fee is $449.95.

Your Success Starts with Knowledge

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. By ticking the box you will get Charlie’s Entrepreneurial Journey for $19.50 which includes shipping, handling and processing, when ordered with the formation of your Registered Limited Liability Partnership. PLUS Lawrence J. Spiegel will personally autograph your copy of Charlie’s Entrepreneurial Journey.

Detours & Contradictions

If you want to start or grow your own business, Lawrence J. Spiegel's, 223 page Detours and Contradictions is the nuts and bolts resource you need to become a successful entrepreneur. Use this book, and all your available resources, to begin the challenging yet fulfilling journey of entrepreneurship. A note of caution-this book doesn't feature obscure theories from the world of academia; Spiegel provides 223 pages of sound advice based on decades of attending the school of hard knocks, bootstrapping his way to the top. By ticking the box you will get your Detours and Contradictions for $13.50 which includes shipping, handling and processing, when ordered with the formation of your Registered Limited Liability Partnership. PLUS Lawrence J. Spiegel will personally autograph your copy of Detours and Contradictions.

Shipping information

Shipment of your Entity Records Book and Seal

Regular Service - $32.95
Next Day Service - $62.95
Office Pickup – No Shipping Charge, only pay processing and handling fee - $19.95
Regular Service outside California - $32.95
Next Day Service outside California - $62.95

Worldwide electronic transfer of documents - delivered to you the same day entity documents are ready.

Electronic transfer of entity records in PDF format, depending on your order, includes approximately 20 to 30 plus pages. (Excludes Entity Binder and Seal) - $25.95
Electronic transfer of entity records in PDF format, depending on your order, includes approximately 20 to 30 plus pages with 16 Facsimile Seals (Excludes Entity Binder) - $32.95

Shipping to Canada or North America

Regular Service to Canada or North America (approximately 3-5 business days for delivery) - $126.95
Expedited Shipping to Canada or North America (Next Day Service) - $205.95

Shipping to Mexico or South America

Regular Service to Mexico or South America (approximately 7 business days for delivery) - $105.95
Expedited Shipping to Mexico or South America (approximately 2 business days for delivery) - $213.95

Shipping to countries in Europe

Regular Service to Europe (approximately 4 business days for delivery) - $282.95
Expedited Shipping to Europe (approximately 2 business days for delivery) - $304.95

Shipping to Asia

Regular Service to Asia (approximately 4 business days for delivery) - $254.95
Expedited Shipping to Asia (approximately 3 business days for delivery) - $283.95

Shipping to Africa

Regular Service to Africa (approximately 4 business days for delivery) - $392.95
Expedited Shipping to Africa (approximately 3 business days for delivery) - $487.95

Shipping to Australia

Regular Service to Australia (approximately 7 business days for delivery) - $278.95
Expedited Shipping to Africa (approximately 3 business days for delivery) - $314.95

Speed of services

If you need a corporation immediately, we have many California corporations, both current year and aged, which are ready for delivery. This is the best option for clients who need a corporation within 2 business days. For more information and a complete list of all our Reddi or Shelf corporations CLICK HERE or call our office at (888) 520-7800 for details.

If you need your Limited Liability Partnership formed urgently, for an additional $699.95, we can expedite the preparation of the Limited Liability Partnership records and file your Limited Liability Partnership within 24 hours. The State of California under this process guarantees the Limited Liability Partnership will be filed and completed by their office within 24 hours. Once our office receives your filed documents we prepare the rest of your Limited Liability Partnership Records including your Limited Liability Partnership Seal, and ship to you in 2 business days. If you request under this class of service, we will also fax your Certificate of Limited Liability Partnership to you on the 2nd business day of your order.

If you need your Limited Liability Partnership formed quickly, for an additional $599.95, we can expedite the preparation of the Limited Liability Partnership records and file your Limited Liability Partnership. Our office receives your filed documents within 5 days of their filing, then we prepare the rest of your Limited Liability Partnership Records including your Limited Liability Partnership Seal, and ship to you in 5 business days. If you request under this class of service, we will also fax your filed certificate of limited liability partnership to you on the 5th business day after your order.

If you need your Limited Liability Partnership formed quickly and economically, for an additional $75 we will expedite the preparation of the Limited Liability Partnership records and file your Limited Liability Partnership within 24 hours. Once our office receives your filed documents back from the Secretary of State, we prepare the remainder of your Limited Liability Partnership documents, including your Limited Liability Partnership seal, and ship to you right away. Please bear in mind that the 15-25 business day Limited Liability Partnership is always subject to the processing schedule of the State of California. If you request this class of service, we will also, upon your request, fax or email your filed Limited Liability Partnership Registration to you.

The Limited Liability Partnership Package is complete and includes Certificate of Organization, Limited Liability Partnership Book, Limited Liability Partnership Seal, Preliminary Name Search, State Filing Fees, and Attorneys Fees. Any additional documents or agreements you may order will also be delivered with your Limited Liability Partnership Records book. We complete your documents the same day you place your order and speak with us. Then your documents are immediately sent to the State of California for filing. The State of California files the documents received from us according to their own work flow schedule. This process varies depending on the time of year but generally takes 6 weeks. So if you need your Limited Liability Partnership sooner select our 2, 5 or 15-25 business day expedited services.

An Important Note about our RUSH SERVICES
We offer three levels of rush service. When you opt for one of our rush services, we guarantee to promptly deliver your Partnership 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.

We offer three 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.

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Amendments Changes Modifications Additions Deletions other services for your Corporation, LLC or Partnership.

Beyond the initial corporation or LLC setup there are additional legal services that you should expect, without additional charge, from whomever you choose to form your Corporation or LLC. Each order placed with Spiegel & Utrera, P.A. includes one on one personalized service from one of our associates. We believe our clients should expect superior customer service, from our law firm. That means explaining the different issues relevant to incorporating or organizing a LLC in a manner that is easy for the client to understand. That way you as a business person can make informed choices when you set up your corporation or LLC.

There are many relevant issues you need to take into consideration but which you may not be aware of when starting a new business: different tax advantages available to you; indemnification and covenant not to sue; federal, state and local filing requirements; name protection; choices of entity structure set up; available agreements and the importance of maintaining corporate and LLC company formalities and complete records; lease reviews; and contracts.

When you use our firm to incorporate or organize your LLC, we will continue to provide you with a toll free number for a 30-day period after incorporating or organizing your LLC so that you may contact our firm whenever you need legal assistance. You can even become a member of our General Counsel Club at a discount, when you incorporate or organize your LLC, and get unlimited legal advice by phone for the entire year.

Seven Powerful Reasons to Incorporate or Organize an LLC

Protect yourself from personal liability
Business Tax Deductions
Minimize IRS Audits
Privacy
Use of a Marketing framework
Raising capital
Easy transfer of ownership

Overall discussion of the tax advantages of incorporating or organizing a LLC

Spiegel & Utrera, P.A. has achieved success because we offer Information, Guidance and Counsel with every corporation or limited liability company formed!

We are the low cost providers of incorporation and LLC formation services. This year we will form over 10,000 corporations and LLC's.

Most of our clients are repeat customers or referred to us by users of our services.

Need help Incorporating or Forming your Limited Liability Company? Give us a Call Today! | Frequently Asked Questions

SPIEGEL & UTRERA, P.A. is your one source for business legal services.
Would you rather speak to a lawyer? A Spiegel & Utrera, P.A. associate is ready to take your call.

Our Office

Miami

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Miami, FL 33145
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Fax: (305) 857-3700
Natalia Utrera, Esq.,
Managing Attorney

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Fax: (212) 964-5600
Nicolas Spigner, Esq.
Managing Attorney

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Fax: (973) 778-2900
Sandy A. Adelstein
Managing Attorney

Los Angeles

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

Delaware

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Dover, DE 19901
Toll Free: (888) 641-3800
(302) 744-9800
Fax: (302) 674-2100
Erik C. Grandell, Esq.
Managing Attorney

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Toll Free: (888) 530 4500
(702) 364 2200
Fax: (702) 458 2100
M. Sami Bakdash, Esq.
Managing Attorney

Chicago

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

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Unlimited Legal & Business Advice
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webclerk@AmeriLawyer.com
Natalia Utrera, Esq.,
Managing Attorney

Material presented on AmeriLawyer.com is intended for information purposes only. It is not intended as professional advice and should not be construed as such. The U.S. Treasury Department requires us to inform you than any information obtained from this website is not intended or written by our law firm to be used, and cannot be used by any taxpayer, for the purpose of avoiding any penalties that may be imposed under the Internal Revenue Code. Advice from our firm relating to Federal tax matters may not be used in promoting, marketing or recommending any entity, investment plan or arrangement to any taxpayer.