MANAGER INFORMATION

Complete this section ONLY if you're forming a Limited Liability Company.

Below, please list the names of the operating managers of your LLC. In most states, only one operating manager is needed.

MEMBER INFORMATION

Complete this section ONLY if you're forming a Non Profit Corporation or forming a Limited Liability Company.

If forming a Dual Class LLC, complete the Dual Class Member Information Section.

Complete all the fields except "Capital Contribution" if your forming a Non Profit Corporation.

Total Capital Contribution:     LLC's only
Add Capital Contribution amounts from members above. Capital Contributions can be made up of contributed cash, property (any contribution of property must include a description of the property), promissory note or services rendered. Capital contributions can also consist of other obligations to be contributed by Member(s) in the future, cash, property (any contribution of property must include a description of the property) and services to be performed.

(A Dual Class Limited Liability Company's Members, Operating Manager(s) and Agent(s) information requirements may vary. A member of our staff will call you to verify the information and to make any necessary changes that are applicable to your Dual Class LLC.)

Dual Class LLC Member Instructions:

If you have fewer than four members, simply leave additional fields blank.

Single member Dual Class LLC’s are not permitted. A Spiegel & Utrera, P.A. Lawyers Dual Class LLC requires two or more owners when forming the Dual Class LLC.

If only one member is available, you might want to elect to add a regular corporation or S corporation as an additional member to your Dual Class LLC, otherwise, you may not have a Dual Class LLC and, therefore, you may very well want to select a regular LLC wherein the sole member selects to have the LLC taxed as a regular corporation or an S corporation.

Members of the Dual Class LLC

Class A General Member (You may have any number of Class A General Members and they may be the same as the Class B Limited Members.)

DIRECTOR INFORMATION

This section applies to ALL applicants or entities.

Below, please list the names of the directors of your corporation or limited liability company. In most states, only one director is needed.

DIRECTOR INFORMATION

This section applies to ALL applicants or entities.

Below, please list the names of the directors of your corporation or limited liability company. In most states, only one director is needed.

ADDITIONAL SERVICES

Please select a box to place an order for additional services.

Spiegel & Utrera, P.A. General Counsel Club & Registered Agent Service

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 or LLC 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. Plus our firm will prepare the Notice and Minutes of your corporation’s Annual Meeting of Shareholders or Directors or your LLC’s Annual Meeting of Members or Managers; our firm will comply with all statutes and applicable laws relating to your corporation’s or LLC’s Registered Agent & Registered Office; our firm will review all mandatory State corporation or LLC filing documents as required by the Secretary of State; our firm will act as your corporations’ or LLC’s General Counsel; 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
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 corporation or LLC. PLUS Lawrence J. Spiegel will personally autograph your copy of Detours and Contradictions.

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 company. PLUS Lawrence J. Spiegel will personally autograph your copy of Charlie’s Entrepreneurial Journey.
Service Agreement
If your Corporation or LLC is a service business, you’ll need a Service Agreement.
The bedrock foundation of many service businesses is a customized written agreement entered into with its customers. Many franchises sold for tens of thousands of dollars are business formats revolving around a 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 is only $367.95 if ordered at the time of forming your corporation or LLC. 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.

Sub-Chapter S (Tax Savings) (NOT applicable for Non Profit Corporations)
If you are a Citizen or Permanent Resident of the United States, this is the most tax advantageous type of Corporation you can have. A regular Corporation is subject to Federal 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 corporation with a Sub-Chapter S designation is Exempt from Federal Corporate Income Tax, so that the earnings of the Corporation flow directly to the owners. The Sub-Chapter S Corporation costs only an additional $75 and comes with all the necessary documents, including Corporate Resolutions and Special Stock Certificates.
Qualified Sub Chapter S Subsidiary
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.

Single Member LLC for U.S. Citizens or Permanent Residents. (Applicable for LLC's)
If you are a single member LLC, and the single member is an individual who is a citizen or permanent resident of the United States of America, or a Sub-S Corporation, our office can prepare the necessary documentation for you LLC to elect to be taxed as a Corporation. We will also prepare the necessary documentation for the LLC to be taxed as an S Corporation, in order to receive the maximum tax benefits available to you. The fee for our office to prepare all your documentation is $125.

Single Member LLC for NON U.S. Citizens or Permanent Residents. (Applicable for LLC's)
If you are a single member LLC and the single member is an individual who is not a citizen or permanent resident of the United States of America, nor a Sub-S Corporation, our office can prepare the necessary documentation for your LLC to elect to be taxed as a Corporation. The fee for our office to prepare all your documentation is $50. If you instead wish to be taxed as a partnership, then we would recommend that you consider adding another member, it could be a parent, a sibling, a child, or perhaps by forming another corporation to be the other member. The other member could have a very small percentage of ownership interest in the LLC and you could limit their ability to vote, it is therefore also important to prepare and enter into an Operating Agreement between the members, and LLC to clearly spell out all the terms and conditions between the members and the LLC.

Indemnification Agreement and Covenant Not to Sue
We strongly recommend that you include special provisions in your Articles of Incorporation and 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. This important agreement costs only an additional $75 if ordered at the time of Incorporation.

Shareholders Restrictive Agreement (NOT applicable for Non Profit Corporations or LLC's)
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 if prepared in conjunction with the incorporation process.

Lender’s Agreement & Promissory Note (APPLICABLE for a corporation or LLC, details below)
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. Additionally, the lender may take this concept one step further and secure his or her loan to the corporation by using a Security Agreement. The Security Agreement is much like a mortgage generally securing all the assets of the corporation and the Security Agreement can be recorded to perfect the lien the lender may have against any other subsequent creditors of the corporation.

(Information for Limited Liability Companies)
Generally, members of an LLC must note in their Company Records book, their initial capital contributions to determine their membership interest in the Limited Liability Company. We strongly recommend that our clients minimize contributions made into their LLC since the possibility exists that they could be held personally responsible for failure to make that initial capital contribution. One of the ways to put additional money into the LLC and still have a leg up on creditors is to enter into a lender’s agreement and promissory note. This allows Owners to designate funds advanced to the company as loans instead of capital contributions. By executing a Lender’s Agreement and Promissory Note immediately after organizing, you can allow for initial and future advances of funds to the company and these funds would be considered money owed to the members by the LLC instead of being considered capital contributions. The Security Agreement is much like a mortgage generally securing all the assets of the LLC and the Security Agreement can be recorded to perfect the lien the lender may have against any other subsequent creditors of the LLC.

The fee for a Lender’s Agreement and Promissory Note for your  Corporation or LLC is only $75.

Yes, I would also like to order the Security Agreement to go along with the Lender's Agreement and Promissory Note, the Security Agreement, if ordered now, is an additional $75.

Single Member Operating Agreement (Applicable Only for LLC and only one owner)
Whether your Company has one owner or many members, current Limited Liability Company laws require an operating agreement. The fee for a Single Member Operating Agreement is only $150. A Single Member Operating agreement sets forth the business of the Limited Liability Company, its general operation and conduct of its affairs including its rights, powers, preferences, limitations or responsibilities of its members, managers, employees or agents.

Operating Agreement (Applicable Only for LLC and more than one owner)
If your LLC has more than one owner, entering into a Operating agreement is even more important not only to comply with the law, but to establish the relationship between the partners in the Company. This type of Operating Agreement is entered into by the owners to define their duties and responsibilities to each other and to the Company. It is like a partnership agreement between the Owners. 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 $249.95 if prepared in conjunction with the incorporation process.

Dual Class LLC  
The Spiegel & Utrera, P.A. Lawyers Dual Class LLC is designed after IRS proposed regulations which allow an LLC to be deemed a partnership for Federal Income Tax purposes to have members/owners qualified as limited partners for Self Employment (“SE”) tax purposes. The use by Spiegel & Utrera, P.A. of a Dual Class LLC ownership to distinguish between a manager and a non-manager class of ownership is used to allow the non-manager membership class to be treated as a limited partner class. More importantly, the Spiegel & Utrera, P.A. Dual Class LLC is structured to admit both active management providing members in addition to more passive, capital contributing members. For those LLC members who could qualify as both, they would own a portion of each class of the Spiegel & Utrera, P.A. Dual Class LLC.

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. 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.

The cost of adding the additional features required of the Spiegel & Utrera Dual Class LLC is just $399.95 if ordered at the time of forming your LLC and, as an added bonus, it includes the required Dual LLC Operating Agreement.
Management Agreement
Every Dual Class LLC must enter into a written Management Agreement between the LLC and its Manager(s), the Manager(s) are generally Class A member(s) of the Dual Class LLC. The Management Agreement should be drafted in such a way so that it conforms with the provisions of the Dual Class LLC Operating Agreement and, in addition thereto, it will:

• Spell out the terms of employment, such as the duties, responsibilities and compensation of the LLC Manager(s). It states that the Manager(s) will not compete against the LLC for a specific period of time after leaving the LLC;
• Prohibit the Manager(s) from disclosing any of the LLC’s business records, computer data, trade secrets, methods of operation, et cetera;
• Prevent the Manager(s) from soliciting customers or clients of the LLC;
• Prevent the Manager(s), after leaving the LLC’s, from soliciting the LLC’s employees to work elsewhere.

The cost of the Management Agreement is just $150, if ordered at the time of forming your Dual Class LLC.

TAX RELATED

Federal Tax ID Number
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, so you may open your bank account immediately.
IRS Section 1244 Corporate Stock / 1244 LLC Membership Interests
This is another powerful tax provision which can be used by almost all corporations and LLC’s taxed as a corporation. 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 or LLC taxed as a 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 or LLC taxed as 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 or LLC and comes with all the necessary documents, including corporate resolutions, 1244 plan and special stock certificates.

Nevada Business Registration
Whenever a Corporation is filed in the State of Nevada, the Corporation is required to file a Nevada Business Registration to obtain the Nevada Business License.  We can initiate the documentation to register your business for you and deliver it with the Corporation. The cost at the time of incorporating is $35.

Nevada Unemployment Tax Registration
This is used to withhold Nevada Unemployment Taxes from your Corporation's payroll. Generally, any employer who pays wages of $225 or more during any calendar quarter for services performed in Nevada must register and pay unemployment taxes on those wages.  If you have any employees on the payroll, including yourself, you will need to register. We can initiate the paperwork for this registration for you and deliver it with the Corporation. The cost at the time of incorporating is only $35.

Nevada Sales Tax Number
If you sell goods or taxable services, this is your Sales and Use Tax Permit as a retailer with the State of Nevada. This account number also allows you to buy goods for resale or export and not pay any State sales tax. The fee to initiate the paperwork for you to obtain this number is $35 when included as part of your incorporation package.

Nevada New Hire Reporting
Federal law requires all Nevada employers to report basic information about employees, who are newly hired, rehired, or who return to work after a separation from employment. You must submit a report for each newly hired employee. Failure to report new hires within 20 days of their hire date may result in civil penalties.  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.

Nevada Retailer's Resale & 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 Nevada 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 Company.

501(c) (3) Corporate Records Compliance (For Non Profit Corporations)
If your non-profit corporation is organized and operated exclusively for charitable, religious, educational, or scientific purposes; after you apply to the Internal Revenue Service, it may qualify for exemption under Internal Revenue Code Section 501 (C) 3. This determination from the Internal Revenue Service will allow your non-profit corporation to apply for grants and accept tax deductible donations while permitting the donor to deduct their contributions to your corporation from their personal Federal Income Tax Returns. To obtain a favorable Federal Income Tax exemption determination from the Internal Revenue Service, your corporation must go through a lengthy and often cumbersome Internal Revenue Service approval process, during which time you will have to provide the Internal Revenue Service with copies of your Corporate Records and information regarding your Corporation’s activities. Your Articles of Incorporation, Corporate By-laws and other corporate documents must include the proper information to comply with Internal Revenue Service Regulations. The fee to prepare a Nevada Non Profit Corporation with the required Internal Revenue Service 501 (c) 3 provisions for compliance is an additional $100.

501 (c)(3) Application for Exemption with Internal Revenue Service
Once your corporation is registered with the State of Nevada, the next step in obtaining 501 (c)(3) qualification is to file the IRS’ Application for Recognition of Exemption under Section 501(c)(3) of the Internal Revenue Code. Section 501(c)(3) status would provide your non profit corporation with the following benefits: public recognition of tax exempt status, which is particularly beneficial for obtaining grants; advance assurance to potential donors of the deductibility of contributions; exemption from certain Federal excise taxes; and even non profit mailing privileges. The application process to obtain this tax-exempt status can be a very complex and tedious one. Therefore, we strongly recommend you seek the assistance of Spiegel & Utrera in order to avoid any likely problems or undue delays in obtaining this status. We, at Spiegel & Utrera, P.A., are prepared to assist you in this application process in order to ensure you that all of the necessary documents are completed and submitted in compliance with IRS’ requirements. Should you have any questions regarding this matter, please feel free to call our office today. The fee to apply for formal recognition with the Internal Revenue Service is $1,500 plus the IRS filing fees.

EMPLOYEES / CONTRACTORS

Employment Agreement
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 stealing the Corporation's employees.
• 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.

Independent Contractor Agreement
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. We can provide an Independent Contractor's Agreement that covers all the legal requirements and many business advantages for your Company for only $150.

LEASE AGREEMENTS

Home Office Lease
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.

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 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.

Office Equipment Lease
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.

SPEED OF SERVICE OPTIONS

Regular Service
The regular processing time for a Company is approximately three to four weeks depending on the Nevada Department of State processing schedule. The Company Package includes all the documents ordered and the Corporate Seal.

2 BUSINESS DAY
If you need your corporation formed urgently, for an additional $275 (due to higher State Filing Fees), we can expedite the registration of the Corporation and preparation of the Corporate Records and the Corporate Package will be ready on the 2nd business day. On the second business day, we will fax your filed articles of incorporation and, if ordered, your Federal Tax I.D. number. If ordering a Quick Corp, enter the fax number that you would like your articles and Federal Tax I.D. number sent to:

4 BUSINESS DAY
If you need to incorporate fast, we offer a 4 Business Day Incorporation Service for an additional $200. We will expedite the registration of the Corporation and preparation of the Corporate Records and the Corporate Package will be ready on the 4th business day.

SHIPPING INFORMATION

Corporate Packages are available for pick up at any of our office or 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 within the state of Nevada.

BILLING INFORMATION

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