Florida Dual Class Limited Liability Company

$464.95

For one low fee of $464.95, your Florida Dual Class Limited Liability Company is COMPLETE and

INCLUDES Florida's State Filing Fee.
INCLUDES Dual Class LLC Seal and Book.
INCLUDES Articles of Organization.
INCLUDES Dual Class LLC Minutes.
INCLUDES Dual Class LLC Regulations.
INCLUDES Membership Certificate.
INCLUDES Preliminary Name Search.
INCLUDES Dual Class LLC Operating Agreement.

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

PRICE INCLUDES

FLORIDA'S

State Filing Fee

Instant Price Check

Get More Information

Business Energy Sold Here

No matter whats happening around you, you must staye focused. Above all, don't be complacent, let the lawyers at Spiegel & Utrera, P.A., with a combined 175 years of legal experience, assist you in reaching your goals.

Join our 243,372 clients

"Start, Expand, Buy, Sell Your Business Today" ON THE AIR with Larry Spiegel and host Joe Castello. Listen to our show at www.AmeriLawyer.com/radioshow

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.

How to Build Your Business

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.

Start-Up Essentials

How to Save Money on Taxes

Effectively Controlling Your Business

Voting Trust

A voting trust is a device for combining the voting power of members. It is not unlawful for members to combine their voting membership interests for the election of managers so as to obtain or continue the control or management of an LLC. 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 members wish to vote their respective ownership as a unit. It also may be used for the special purpose of protecting LLC creditors. The general plan of a voting trust is controlled by the voting trust agreement; then the members endorse their membership certificates to the voting trustee. The voting trustee surrenders these certificates to the LLC and the voting trustee receives in return new certificates issued in the name of the voting trustee, and the voting trustee votes the membership interests as principal, rather than as agent as in the case of proxies. For tax purposes, the voting trust certificate takes the place of the membership certificate it represents. Tax transactions with respect to voting trust certificates are treated as transaction affecting the ownership. A voting trust is not a taxable association, 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 LLC. The charge for Spiegel and Utrera, P.A. to form a Voting Trust for your LLC is only $767.95 if ordered at the time of forming your Company.

Membership Options

An option to buy membership interests gives the holder the exclusive right for a specified period of time to purchase the membership interest 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 membership interest. Since membership interest are 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 membership interest 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 membership interest purchased. The purchaserÆs holding period does not include the period curing which the option is outstanding.

Membership options can be utilized very effectively by an entrepreneur, for example:

Ownership is given to an employee, but if he leaves the employ, the LLC has the option to repurchase the employees stock at fixed or variable price.
Ownership in the LLC is sold to raise needed capital, but the LLC has the right to repurchase the membership interest in the future.
For whatever reason a person would like to be a member in the LLC but not now, an option to purchase membership interest is purchased from the LLC.

The members option can be an on-target management incentive or control device. Members 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 Membership Option service for your business for only $367.95 if ordered at the time of forming your LLC.

Asset Protection / How to Protect Your Business

Which LLC is Best for Your Business

Dual class LLC

The Dual Class LLC is a special type of LLC that follows proposed IRS regulations which allow an LLC to be deemed analogous to a limited partnership for Federal Income Tax purposes. The Dual Class LLC is structured to admit both active, management-providing members (“General Members”) in addition to more passive, capital-contributing members (“Limited Members”). In doing so, the members/owners acting solely as limited partners are not subject to the Self Employment (“SE”) tax. 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.

The cost of adding the additional features required of the Spiegel & Utrera Dual Class LLC is just $300 for up to 4 members, additional members are $50 each, if ordered at the time of forming your LLC and, as an added bonus, it includes the required Dual LLC Operating Agreement.

Start-Up Money for Your Business

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 Limited Liability Company, 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 Limited Liability Company, the fee is $449.95.

Your Success Starts with Knowledge

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 corporation. PLUS Lawrence J. Spiegel will personally autograph your copy of Detours and Contradictions.

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 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.

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.

WWW.AMERILAWYER.COM/411

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

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 (305) 854 - 6000
Fax: 1 (800) 520 - 7800
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.