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FORM A FLORIDA DUAL CLASS LLC


The Florida Dual Class LLC is a special type of LLC that follows proposed IRS regulations which allow an LLC to be deemed analogous to a limited partnership for Federal Income Tax purposes.


The Florida Dual Class LLC is structured to admit both active, management-providing members (“General Members”) in addition to more passive, capital-contributing members (“Limited Members”). In doing so, the members/owners acting solely as limited partners are not subject to the Self Employment (“SE”) tax. THE SELF-EMPLOYMENT TAX RATE IF CURRENTLY 15.3%. THE RATE CONSISTS OF TWO PARTS: 12.4% FOR SOCIAL SECURITY AND 2.9% FOR MEDICARE. To make your LLC a Dual Class LLC requires a customized Dual Class Operating Agreement which is just $300 if ordered at the time of forming your LLC.

Here’s how it works. The Spiegel & Utrera, P.A. Dual Class LLC is divided as follows:

Class A General Member Units: The smaller manager class receives a priority preferred return of income (for example, a management or sales fee arrangement) that is contingent on the profitability of the LLC. As such, it may not be a fixed compensation amount or it will constitute a guaranteed amount, which is prohibited.

Class B Limited Member Units: This portion of the LLC membership interests is the cash-contributing members’ interest and is structured as a non-manager class qualifying for limited partner status. This class receives a cumulative preferred-priority return of profits based on their unreturned capital contributions, whereas the smaller active manager class would not.

EXAMPLE FOR A ONE MEMBER DUAL CLASS LLC
For example, assume in a single member Dual Class LLC with just one member, the member may be assigned as much as 66 2/3% of its ownership to the non-manager class qualifying for limited partnership status. This class then receives a cumulative preferred-priority return of profits based on their unreturned capital contributions thereby avoiding the SE tax on 66 2/3% of this members’ interest in the Dual Class LLC. The remaining 33 1/3% percent is subject to SE Tax as it would be assigned to the smaller manager class which would be assigned to the smaller manager class which would receive a preferred-priority return of income (for example, a consultant, management or sales fee arrangement that is contingent on the profitability of the LLC.) As such, it may not be a fixed compensation amount or it will constitute a guaranteed amount, which is prohibited.

EXAMPLE FOR A MULTI MEMBER LLC
For example, assume a Dual Class LLC with more than one Member. The SE Tax savings are at least equal to the One Member Dual Class LLC. However, the SE Tax savings may be as much as 100% for a Member depending upon the degree of active participation by that Member in the Dual Class LLC. View our list of Florida Dual Class LLC list of services, speed of service options, and shipping options below.

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Start-Up Essentials

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Effectively Controlling Your Business

Asset Protection / How to Protect Your Business

Which LLC is Best for Your Business

Start-Up Money for Your Business

What You Need if You are Hiring Workers

How to Build Credit for Your Business

Your Success Starts with Knowledge

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 Florida - $32.95
  • Next Day Service outside Florida - $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 Florida corporations, both current year and aged, which are ready for delivery. This is the best option for clients who need a corporation within 1 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 LLC formed urgently, for an additional $175 we can expedite the registration of the LLC and preparation of the LLC Records and the LLC Package will be ready the next business day.
  • If you need to form your LLC fast, we offer a 3 Business Day LLC formation service for an additional $100. We will expedite the registration of the LLC and preparation of the LLC Records and the LLC Package will be ready in 3 business days.
  • The regular processing time for a Company is approximately two weeks. The LLC Package includes all the documents and the LLC Seal.
  • 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.

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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

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

New York City

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

Clifton, NJ

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

Los Angeles

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

Delaware

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

Las Vegas

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

Chicago

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

General Counsel Club®

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

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