New York Investment Club Limited Liability Company
$279.95
Price Includes State Filing Fee!

(INCLUDES NEW YORK STATE FILING FEES, ATTORNEY’S FEE, COMPANY RESOLUTIONS, COMPANY SEAL AND BOOK, INVESTMENT CLUB COMPLIANCE INCLUDING COMPANY RESOLUTIONS AND DOCUMENTATION, ARTICLES OF ORGANIZATION, COMPANY MINUTES, COMPANY BY LAWS, MEMBERSHIP CERTIFICATE, PRELIMINARY NAME SEARCH, FOR UP TO 4 MEMBERS, ADDITIONAL MEMBERS ARE $50 EACH)

For one low fee of $279.95, your New York Investment Club LLC is COMPLETE and INCLUDES FREE New York State Filing Fees. INCLUDES FREE Company Seal and Book. INCLUDES FREE Company Resolutions. INCLUDES FREE Articles of Organization. INCLUDES FREE Company Minutes. INCLUDES FREE Company By Laws. INCLUDES FREE Membership Certificate. INCLUDES FREE Preliminary Name Search. INCLUDES FREE Investment Club Compliance Including Company Resolutions and Documentation. Yes, even Includes Attorney's Fee (No Hidden Attorney Fees). What's the secret to such great prices? More great prices? Visit our Special Offers Page.

Get Started Today! INCORPORATE IN NEW YORK Click Here!

FORM YOUR INVESTMENT CLUB LLC ONLINE NOW!

Getting Started:

Information and Services for the success of your business from Spiegel and Utrera, P.A.:
Starting a business is hard work. Creating a successful business is even harder. Don’t let your business fail before it even gets off the ground. Let Spiegel & Utrera, P.A. help jump start your new enterprise and put you on the road to success. Scroll down to see valuable business information and all of the start-up services that Spiegel & Utrera, P.A. provide. Click on any of the links below to jump to that section.

OUR GOAL—YOUR Complete Satisfaction and UnderstandingOur goal is to provide each of our clients with as much information as possible about starting a New York Investment Club Limited Liability Company. As you will see as you review the following material, there is a lot of information to digest and consider. Many legal aspects may be complex and confusing. We want you to know we are available to speak with you about any legal aspects of the formation of your New York Investment Club Limited Liability Company at your convenience either over the telephone or in person at the Spiegel and Utrera, P.A., office nearest you.

Don’t become Another Business Statistic!
SUCCESS STARTS WITH PLANNING! LET SPIEGEL & UTRERA, P.A. HELP YOU GROW YOUR BUSINESS.
Many businesses fail to complete their initial year. Usually this is because the owners of the business simply lacked the knowledge necessary to run a successful enterprise. When you form a Limited Liability Company with Spiegel & Utrera, P.A. you become part of our family. As part of our family we are dedicated to see you and your business grow into a thriving enterprise. Below you will find valuable information and services to help you start your business. Many pitfalls that cause start-up businesses to fail are discussed and ways to avoid these pitfalls are recommended. Please take a minute to look over the information below. It just may save your business.

Have you thought about making money but weren’t sure how to do it? The beauty of an Investment Club is that everyday people can combine their resources to make money in an effective, low cost way. An Investment Club is a group of people who pool their money to make investments. Each member actively participates in investment decisions. After the members study different investments, the group decides to buy or sell based on a majority vote of the members. Club meetings focus on investment education and each member actively participates in investment decisions.

What’s the best business entity for an Investment Club? Probably the Limited Liability Company. The Limited Liability Company (“LLC”) is a hybrid entity that is very flexible and, depending on how many owners (known as “Members”), should be deemed as a partnership (by default) for tax purposes if it has multiple Members, or as a corporation by election if it has only one member, while providing limited liability protection for all of its Members.

For federal tax purposes, an LLC, like a partnership or sole proprietorship, is a pass-through entity; thus, its income and losses are taxed only at the member level. However, all members of an LLC, like the shareholders of an S corporation, have limited liability for the debts and claims against the LLC. No member will be burdened with the personal liability.

An Investment Club LLC can have as few as one Member to start with or as many as 100, but no more than 100 Members. The Members of the LLC become owners of the Company by putting capital (making a “Capital Contribution”) into the Company in exchange for Ownership Units. Ownership Units will entitle a Member to an allocation of profits and losses of the Company related to investments, but the Club itself has no profit and the Members are assessed operating expenses. Initially Ownership Units are $25 per Ownership Unit with a limit of 1 Ownership Unit per Member. For example, one founding Member may be issued an Ownership Unit and thus be the sole owner with a 100% Membership interest. Later, 3 additional Members may join the Investment Club LLC so that each has 1 Ownership Unit and each has a 25% Membership interest in the Investment Club LLC. If the Investment Club LLC expands to 100 Members, each would have a 1% Membership interest. Members may wish to deposit into their investment accounts initially upon formation or at a later date. Such contribution sums may be $0 up to an unlimited amount.

The Investment Club LLC is structured to admit Members, either individuals or business entities, who will act as day-to-day managers (“Managers”) in addition to capital-contributing members (“Members”), but active participation in investment proposals and decisions is required so that the Units are not deemed securities for U.S. Government purposes. Committees of members can research and propose specific investments such as stock, bonds, art, real estate, gold coins, or any other investment vehicle approved by the Members. You are in control of your investment destiny!

Initially an Investment Club LLC may need a cash infusion for operational expenses. Additionally, the Investment Club LLC may require a continuing advance of funds for some time. How can the Investment Club LLC get the money? After the initial purchase of its Units, Members of the Investment Club LLC may loan money to the Investment Club LLC. Lending money to the Investment Club LLC is the preferred method to advance money, because the lender is seen as a creditor of the Investment Club LLC. This is accomplished with a Lender's Agreement and a Promissory Note.

In order to process your Investment Club LLC, you will need an Operating Agreement prepared by our Firm or, if you already have a an Operating Agreement, you will need to furnish our Firm an opinion letter from an attorney at law representing the proposed Investment Club LLC stating the attorney has reviewed the Operating Agreement and such Agreement is fully compliant with all applicable law. If you allow Spiegel & Utrera, P.A., to prepare your Investment Club LLC Operating Agreement, the Agreement is only $499.95 if prepared in conjunction with the formation of your Investment Club LLC.

The cost of the Spiegel & Utrera Investment Club LLC is just $279.95 for up to 4 members, additional members are $50 each, if ordered at the time of forming your LLC. Let us form your Investment Club Limited Liability Company! Includes state filing fees, attorney’s fee, corporate minutes and resolutions, corporate seal and book, corporate by laws, stock certificate, and preliminary name search. The works!

How To Build Your Investment Club Return to Menu

Believe it or not, starting a business is more than just complying with regulations, at some point you have to go find customers! Building your business often gets lost when you are confronted with all of the other matters which must be taken care of. This should not be the case. Without customers you will not have a business for long! Two powerful business builders worthy of your consideration are below.

Investment Club LLC Operating Agreement (Mandatory Under New York Law) - Avoid Member Disputes with a Comprehensive Agreement ▲
The way the Investment Club LLC will be run is described in an Operating Agreement specially-tailored for the Investment Club. In order to process your Investment Club LLC, you will need an Operating Agreement prepared by our Firm or, if you already have a an Operating Agreement, you will need to furnish our Firm an opinion letter from an attorney at law representing the proposed Investment Club LLC stating the attorney has reviewed the Operating Agreement and such Agreement is fully compliant with all applicable law.

The Operating Agreement defines the duties and responsibilities of the Members to each other and to the Investment Club LLC. The Operating Agreement should:

• Designate how often and how much the Members have to invest in the Investment Club LLC;
• Designate the Managers that administer the day-to-day operations of the Investment Club LLC and describe Managers’ management powers and control;
• Describe when distributions of profits will take place and allocate losses among the Members to minimize tax liability;
• Describe how Members can withdraw from the Investment Club Limited Liability Company;
• Describe the procedures for describe how and how often valuations of investments will take place;
• Ensure compliance with filing requirements with the Secretary of State by mandating an annual report;
• Provide a framework for the settlement of disputes between Members by allowing mediation and arbitration as a quicker, cheaper method;
• Prevent a Member from competing against the Investment Club LLC by selling the same products or offering the same services;
• Require Members to maintain the confidentiality of all business records so that Members don’t run off with valuable Investment Club LLC secrets or intellectual property;
• Prevent a Member from impairing the goodwill of the Investment Club LLC by bad-mouthing the management or financial standing of the business;
• Describe the admission process of candidates for Membership in the Investment Club LLC and their obligations with an Application and Membership Subscription Agreement; and
• Tabulate the Managers, Members and the amount of their Capital contribution and Investment Account balances.

The Investment Club LLC Operating Agreement is very thorough and anticipates common Investment Club problems so that the proper course of action is defined ahead of time rather than leaving Members “flying by the seat of their pants,” so to speak. This Agreement is customized specifically for your Investment Club LLC. Normally, the fee to prepare such a comprehensive agreement of this nature would be $2,500 or more. In order to process your Investment Club LLC, you will need an Operating Agreement prepared by our Firm or, if you already have an Operating Agreement, you will need to furnish our Firm an opinion letter from an attorney at law representing the proposed Investment Club LLC stating attorney at law has reviewed the Operating Agreement and such Agreement is fully compliant with applicable law. Your cost is only $499.95 if prepared in conjunction with the formation of your Investment Club LLC.

Application for Membership in Investment Club ▲
The membership process in the Investment Club LLC begins by the prospective member completing an Application for Membership in the Investment Club LLC. The Application for Membership in the Investment Club is a comprehensive document which allows the club to gather information about the potential member. It specifically deals with investment criteria of the Member and account information. It includes the complete requirements of the USA Patriot Act of 2001 which requires all financial institutions to obtain, verify and record information that identifies each person or entity that opens a Membership Account. The Application provides for the physical address, accumulation of dividends, investment intentions over the next 12 months, reinvestment of dividends, payment of dividends, provides for a systematic investment scheme with appropriate bank information and optional ACF payments and the electronic delivery of account statements and other information provided by the Investment Club along with appropriate signatures and certifications by the Member as to the truth and accuracy of any information provided. The Application is designed in such a way that you may use it over and over again with new members. Your cost for the Application for Membership in Investment Club is $150 if prepared in conjunction with the formation of your Investment Club LLC.

Investment Club Membership Subscription Agreement ▲
The Investment Club Membership Subscription Agreement provides a frame work for the entrance of the member into the Investment Club LLC. The new member gives certain warranties and assurances designed to protect the investment club by complying with Federal and State laws governing memberships in investment clubs. It prevents a member from disclosing the investment club’s investments to any individual or entity that may be competing against the investment club and requires the member to maintain the confidentiality of all investment club records, prevents the member from impairing the good will of the investment club and provides for the acquiescence of the member as to the indemnification of the investment committee, officers and directors of the Investment Club. The Investment Club Membership Subscription Agreement will also indicate what investments in the Investment Club are prohibited. The Investment Club Membership Subscription Agreement is an important legal document that is the actual gateway for membership into the Investment Club LLC. No member can join the Investment Club LLC without having first executed an Investment Club Membership Subscription Agreement. More likely than not, you will be able to use the same Membership Subscription Agreement over and over again as additional members join the Investment Club LLC. Your cost is only $150 if prepared in conjunction with the formation of the Investment Club LLC.

Memorandum of Operating Agreement ▲
A Memorandum of Operating Agreement is designed to obtain maximum anonymity when disclosing the existence of an Operating Agreement to a third party. The Memorandum of Operating Agreement will include the name of the LLC, its principal location, its mailing address, its principal purpose, the Operating Manager along with specimen signature, any Vice Operating Manager(s) with specimen signature, the powers of the Operating Manager, election and tenure of Managers and Officers, if any, the names of the Members and Officers along with specimen signature and bank disbursement authorizations. The Memorandum of Operating Agreement is very thorough and anticipates common situations that may require the Memorandum of an Operating Agreement. However, your specific situation may call for a customization of the Memorandum of Operating Agreement, regardless, the price is the same. A draft of the Memorandum of Operating Agreement will be prepared as part of our service so you may review the Memorandum of Operating Agreement and make any changes and discuss same with one of our attorneys. Normally, the fee to prepare such a comprehensive Memorandum of Operating Agreement of this nature would exceed $800. However, your cost is only $99.95 for a Single Member LLC and $167.95 for up to 4 members of a Multi-Member LLC, additional members are $10 each, provided the Memorandum of Operating Agreement is prepared in conjunction with the formation of the LLC and the drafting of the Operating Agreement for the LLC.

Investment Club LLC Management Agreement  - Providing Maximum Protection for Your LLC ▲ 
Every LLC should enter into a written Management Agreement between the LLC and its Manager(s). The Management Agreement should be drafted in such a way so that it conforms with the provisions of the LLC Operating Agreement and, in addition thereto, it will:

• Describe the terms of the Manager’s 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; and
• 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 LLC.
 
Spiegel & Utrera, P.A. General Counsel Club & Registered Agent Service - Experienced Legal Advice to Help You Save Money ▲
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 Investment Club LLC and receive an additional one month Bonus so that your first year of service will cover 13 months. You pay only $139.95 for the first 13 months of service. Your Investment Club LLC, through a Designated member, will 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 Investment Club LLC’s Annual Meeting of Members and Managers; our firm will comply with all statutes and applicable laws relating to your Investment Club LLC’s Registered Agent & Registered Office; our firm will review all mandatory State LLC filing documents as required by the Secretary of State; our firm will act as your LLC’s General Counsel; and 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. The General Counsel Club service includes one membership card for the Investment Club LLC through a Designated Member; additional cards for Investment Club LLC members may be ordered for $50 each. All General Counsel Club memberships associated with an Investment Club LLC will run concurrently.

Veteran Owned Small Business (VOSB) Certification ▲
The Veteran Owned Small Business Certification is available for small businesses that are majority owned and managed by a veteran who is directly involved in the day-to-day operations. With this certification, veterans gain a competitive edge for winning government contracts and attracting customers. As a business group that is considered ‘disadvantaged’ in the U.S., certifying your business can help in your present and future operations.

Once your business is certified, you can join ConnXus’ database of diverse suppliers. This searchable platform makes it easy for large companies to find and select your business for their product and service needs. The next time a Fortune 2000 company is looking for a certified-diverse business, you’ll be in the best position to meet their needs.

The fee for the Veteran Owned Small Business Certification if ordered at the time of formation of the company is $750.

Service Disabled Veteran Owned Small Business (SDVOB) Certification ▲
The purpose of the Service Disabled Veteran Owned Small Business Certification is to provide procuring agencies with the authority to set acquisitions aside for exclusive competition among service disabled veteran owned small business concerns, as well as the authority to make sole source awards to service disabled veteran owned small business concerns.

In order to be eligible for the Service Disabled Veteran Owned Small Business Certification, you and your business must meet the following criteria: the Service Disabled Veteran must have a service-connected disability that has been determined by the Department of Veterans Affairs or Department of Defense; the Service Disabled Veteran Owned Small Business must be small under the North American Industry Classification System code assigned to the procurement; the Service Disabled Veteran must unconditionally own 51% of the Service Disabled Veteran Owned Small Business; the Service Disabled Veteran must control the management and daily operations of the Service Disabled Veteran Owned Small Business; and the Service Disabled Veteran must hold the highest officer position in the Service Disabled Veteran Owned Small Business.

Once your business is certified, you can join ConnXus’ database of diverse suppliers. This searchable platform makes it easy for large companies to find and select your business for their product and service needs. The next time a Fortune 2000 company is looking for a certified-diverse business, you’ll be in the best position to meet their needs.

The fee for the Service Disabled Veteran Owned Small Business Certification if ordered at the time of formation of the company is $750.

Start-Up Essentials Return to Menu

Many new business owners don’t realize what is required to legally conduct business in New York . The last thing you want is to lose your business because you didn’t know that you needed register a fictitious name. Below are some of the most common items that new businesses need in order to be compliant with the state of New York and other services that you may find advantageous for your business.

Choosing a Name for Your Limited Liability Company ▲

Choosing a name for your Limited Liability Company should be a well thought our process. Generally, a Limited Liability Company name may be adopted if there is not the same as or too similar to an existing name on the state Limited Liability Company records.

When determining name availability, Spiegel & Utrera, P.A. checks names only against names of limited liability companies registered in the state you are attempting to form your Limited Liability Company (e.g., a proposed limited liability company name is checked for availability only against other like limited liability company names) and only with the state agency responsible for limited liability company formations.

Names are not checked against state or federal trademark or service mark registrations nor against state or local fictitious, assumed or alternate business name registrations.
Bank accounts, uniforms, menus, vehicle signage and other business signage, a website, business cards, stationery, etc. should not be ordered and no financial commitments should be made until you know the name is available from the State and Federal, State and Common Law Trademark searches you have completed.

Avoid the ramifications of selecting a company name that is already in use by another and possibly prevent:

• A lawsuit being filed against you and your business for federal or state trademark infringement;

• Loss of business due to a subsequent change of name;

• The embarrassment of being served legal papers during business hours in front of employees and customers;

• The cost of changing the company name through the process of an amendment;

• The cost of changing all marketing materials that are utilized when operating a business such as bank accounts, uniforms, menus, vehicle signage and other business signage, a website, business cards, stationery, etc.

• Overwhelming stress upon you and the business denies your business the focus, energy and financial resources that are necessary to see that your business succeeds.

Selecting someone else’s company name can be a very expensive business lesson that can be avoided.
Avoid the problem of having you and your Limited Liability Company accused of Trademark Infringement and the possible litigation stemming from State and/or Trademark Infringement by allowing Spiegel & Utrera, P.A. to do the appropriate state and federal trademark searches as follows:

Federal Trademark or Servicemark Search and Attorney Opinion
A search of the United States Government's records including Marks that have been registered and are currently pending registration and an opinion as to the results of the search. Up to 3 words - $275. More than 3 words would be $50 per additional word.

State Trademark or Servicemark Search and Attorney Opinion
The state search includes a thorough examination of Trademarks registered in a particular state and an opinion as to the results of the search. The price for a Trademark search is $99.95 per State for up to three words. More than 3 words would be $50 per additional word per state.

Common Law Trademark Search and Attorney Opinion
Search includes Marks that are in use but may not be registered with the United States Government or a State and an opinion as to the results of the search. The results of a Common Law Search can be very important because whoever uses a Mark first generally has a superior right to the name - $250.

Combo Search and Attorney Opinion
Combo search includes the U.S. Government, one State and Common Law search and an opinion as to the results of the search. This assures the most comprehensive investigation. The Mark must only consist of up to three words - $524.95. You receive a savings of $100 by ordering these searches now. More than 3 words would be $50 per additional word per state. Additional states are $50 per state.

Federal Tax ID Number - Required for a Business Bank Account ▲
The equivalent of a social security number for an LLC. You will need it to operate your business and open a bank account for the LLC. We can obtain this number for you and the advantage of allowing us to get it for your LLC, is that we will deliver it with your LLC for only $35, so you may open your bank account immediately.

Name Reservation – Why ▲
New York State is required by statute to reject for use any Corporate, Limited Liability Company or Limited Partnership name that is not “distinguishable” from existing names on file. It is Spiegel & Utrera, P.A., P.C.’s opinion that when New York State applies the foregoing principle to name availability, the State of New York will arbitrarily and capriciously decide the availability of the name.

When determining name availability, names are checked against names of other Limited Liability Companies, Corporations and Partnerships registered in New York. For example, a proposed Limited Liability Company name is checked for availability against other Limited Liability Company, Corporation and Limited Partnership names in New York. Names are not checked against trademark or service mark registrations or against fictitious names.

When ordering Spiegel & Utrera, P.A., P.C. regular Limited Liability Company formation service, it can take the State of New York up to 4 weeks to notify Spiegel & Utrera, P.A., P.C. that the name you have selected as your Limited Liability Company’s name is not available. This creates a considerable amount of wasted time. By utilizing the name reservation process at Spiegel & Utrera, P.A., P.C., there is a 98% probability that your Limited Liability Company’s name, if reserved successfully, will be available when the State of New York actually accepts your Limited Liability Company for filing. The charge for reserving each Limited Liability Company name during the formation ordering process at Spiegel & Utrera, P.A., P.C. is $134.95. Additionally, it is also important to note that stationery, signs, etc. should not be ordered and no financial commitments should be made until the appropriate Limited Liability Company formation and registration is accepted as filed by the State of New York. If you need a Limited Liability Company quickly, please consider Spiegel & Utrera, P.A., P.C.’s 2 or 4 Business Day Limited Liability Company Service.

Anonymity - Retain Your Personal Privacy ▲
For privacy reasons, many clients prefer not to disclose their address when filing a company. This can be accomplished with our anonymous company filing. This service is only available at the time of filing your company. The additional fee for this service is a one time charge of $50 .

New York Assumed Name Registration – Required if Conducting Business in a Name Other Than it's True Legal Name ▲
If your business will hold itself out to the public, operate a website, engage in marketing or operate its business under any name other than its full and complete legal name, it is required, by law, to register what is known as a New York Certificate of Assumed Name. This name is commonly called a DBA or doing business as. Our service is complete and includes payment of all filing fees to the State of New York, a name search of your assumed name, preparation of all entity resolutions and documents along with the filing of all documents.

If ordered at the time of forming your company, we offer a county registration within New York City (Bronx, Kings, New York, Queens, and Richmond Counties) for an additional $252.95 for two week service or $352.95 for five day service.

If ordered at the time of forming your company, we offer a county registration outside the Bronx, Kings, New York, Queens, and Richmond Counties for an additional $177.95 for two week service or $277.95 for five day service.

Please bear in mind that the service completion time begins with the formation of your new company.

New York Sales Tax Number and Certificate of Authority - Avoid State of New York Sales Tax ▲
If you sell goods or taxable services, this is your sales tax account number with the State of New York as well as the Certificate of Authority to charge Sales Tax in New York State. This account number also allows you to buy goods for resale or export and not pay any State sales tax. Once you obtain a Sales Tax Account Number, you are registered as a Sales Tax Vendor in New York State. The fee to complete the process and obtain this number is $267.95 when ordered at the time of forming your LLC.

Please note that in New York many banks, New York Department of Revenue - Sales Tax Division and the New York Bureau of Worker's Compensation require the Operating Manager(s) not be anonymous. However, you may still take advantage of this anonymity by insuring that the LLC's other Officer(s) will remain anonymous along with the Member(s)/Owner(s).

Certificate of Good Standing  ▲
A Certificate of Good Standing is a document issued by the state that shows that your Company has met its statutory requirements and is authorized to do business in that state. Among other things, a Certificate of Good Standing confirms that your Company is up to date on its state fee payments, has filed its annual report and has paid its franchise taxes. Certificates of Good Standing are frequently requested by state governments if you are applying for a foreign qualification in that state, lenders when you are trying to obtain financing, banks for certain transactions, and evidence in order to obtain or renew licenses or permits. If ordered at the time of forming your company, the fee for a Certificate of Good Standing is $92.95 for regular service of approximately 5 to 10 business days or $167.95 for expedited service of 2 to 3 business days.

Bank Letter – Facilitate the opening of your Corporation's Initial Bank Account ▲
This is an attorney opinion letter prepared by Spiegel & Utrera, P.A. to assist and facilitate the opening of your LLC’s initial bank account. Due to heighten security, identify theft and fraud, many Banks require substantiation from the LLC’s attorney as to the identities of the LLC’s Members, Managers and Officers. Spiegel & Utrera, P.A. will prepare and execute an Attorney Opinion Letter identifying your LLC’s Members, Managers and Officers. This Bank Letter will then be presented by you at any Bank you chose to open your LLC’s initial Bank Account. You should be aware that this Attorney Opinion Letter is time sensitive and should be presented at a Bank within a reasonable period of time after you receive your Company Book and Records from Spiegel and Utrera, P.A., otherwise a Bank may not accept the letter. The charge for the Bank Letter, if ordered at the time of forming your LLC, is $149.95. It is very important to understand that if you do not order the Attorney Opinion Letter at the time of forming your LLC but order it after the delivery of your Company Records and Book, the charge for the Attorney Opinion Letter will be $499.95. Please understand this increased charge is necessitated because of the additional work which must be undertaken by Spiegel & Utrera, P.A. including public records examination, the return by you of the Company Records and Book to Spiegel & Utrera, P.A. for review and examination and the preparation of statements and/or affidavits which must be prepared by Spiegel & Utrera, P.A. for execution by you so as to enable Spiegel & Utrea, P.A. to prepare the Attorney Opinion Letter.

New York Limited Liability Company Publication Requirement (Mandatory Under New York Law): ▲
Section 206 of the Limited Liability Company Law of the State of New York states:
Upon the effectiveness of the initial Articles of Organization of an LLC, a copy of same or a notice containing the substance thereof shall be published once each week for six successive weeks, in two newspapers of the county in which the office of the LLC is located, one must be a daily newspaper and the other a weekly newspaper designated by the County Clerk. Proof of such publication by the Affidavit of the publisher or printer of each newspaper must be filed with New York State within 120 days after the effective date of the Articles of Organization of the LLC.

Remember, if an LLC fails to file proof of publication with the State of New York within 120 days after the formation of the LLC, the authority of the non-complying LLC to carry on, conduct or transact business in the State of New York shall be suspended, effective as of the expiration of the 120 days.

Meeting the Limited Liability Company Publication Requirement (Mandatory Under New York Law)  ▲
Let Spiegel & Utrera, P.A. P.C. prepare all the documentation, process compliance and complete the NY State Publication requirements including all advertising fees.

If ordered with the formation of your LLC, Spiegel & Utrera, P.A., P.C. will do all the work necessary for only $545.95, which includes the cost to publish each week in 2 newspapers for 6 consecutive weeks, filing change of office address with New York State, filing of publication affidavit with New York State.

Meeting the Limited Liability Company Publication Requirement (Mandatory Under New York Law): ▲
Let Spiegel & Utrera, P.A. P.C. prepare all the documentation and process compliance with the NY State Publication requirements. If ordered with the formation of your LLC, Spiegel & Utrera, P.A., P.C. will do all the work necessary for only $284.95.  When advised by Spiegel & Utrera, P.A., P.C. that the newspaper selection is complete, you will be advised the amount of the publication advertising. Once advised of the cost of the publication advertising, you will pay an additional sum via credit card or cashiers check to complete the publication requirement. Note that the selection of the newspaper in which the publication requirement advertisement is placed, is determined by a government official in the County in which the Limited Liability Company has its principal office address.

Meeting the Limited Liability Company Publication Requirement (Mandatory Under New York Law):
Complying with the State's Publication requirements can be very confusing. Spiegel & Utrera can prepare all the documents you need in order to satisfy the State's requirements. For only $89.95, if ordered at the time of the formation of your LLC, Spiegel & Utrera will provide you with the letter you need to send to the government official relating to the publishing requirement selections, the legal verbiage for your notice and the published legal notice tear sheet request you will need for each newspaper and the letter you will need to send to the State of New York along with step by step instructions to ensure your notice publication process goes smoothly. If ordered with the formation of your LLC, the telephone support at Spiegel & Utrera's General Counsel Club is included with this service and available to you to answer any questions as you proceed to complete the New York LLC Publication requirements.

Mail Forwarding Service - Get Your Business Up and Running, Even without a Physical Location ▲
If you have not set up your company office or you want your attorney to receive your company mail, you may use any Spiegel & Utrera, P.A. office address as your mailing address. Our mail forwarding service is only $15 per month. There is a six month minimum order. There is also an initial postage deposit of $25, additional postage/shipping, if any, will be billed separately. In order to participate in Spiegel & Utrera, P.A.'s Mail Forwarding Service, your company must complete an Application for Spiegel & Utrera, P.A.'s Mail Forwarding Service. The application will be emailed to you after the formation of your entity. For our mail forwarding service terms and conditions, click here.

Premium Mail Service Add-on – (Username and Password Protected, Uploaded to a Secure Internet Folder) ▲
Once you have ordered our Mail Forwarding Service, you may also select our Premium Mail Forwarding Service add-on. When you have the Spiegel & Utrera, P.A. Premium Mail Forwarding Service add-on, we will open your Certified, Registered and First Class Mail and upload it to a secure Internet folder for you to review or download. You will be assigned a Username and Password to access your secure Internet folder. The charge for the Spiegel & Utrera, P.A. Premium Mail Service is $40 per month with a six month minimum order and you must maintain an active mail forwarding service. The mail forwarding service add-on includes up to 20 mail pieces or up to 100 scans per week. There after additional charges shall apply.

For Your Website Return to Menu

Your Website's Terms and Conditions – Legally binding and helpful to maintain a high level of community trust ▲
Establishing a website can create a myriad of issues regarding potential liabilities for both user and the owner of the website. By using your website, the user must agree to abide by your Terms and Conditions. When prepared properly, your Terms and Conditions are legally binding and helpful to maintain a high level of community trust because of transactions and/or interactions taking place. The goal of providing Terms and Conditions is to disclose to users your policies on a number of different issues. The Terms and Conditions Spiegel & Utrera, P.A. will prepare for your website will include: Basic Terms; Content of the Services; User Obligations; Company Rights; Restrictions on Content and Use of Services; Copyright Policy; Special Provisions required by your business model; Advertisers; Links; Cookies; Limitation of Liability; Disclaimer; Waiver and Severability; Dispute Resolution; Notices and Service of Process; Complaints; Controlling Law and Jurisdiction; Amendments and Notice of Changes and Entire Agreement Provisions.

The preparation of Terms and Conditions for your website costs only an additional $349.95 when ordered with the formation of your Corporation and initially comes to you for review so you may have an opportunity to make any revisions thereto before being finalized by Spiegel & Utrera, P.A. and delivered to you electronically so you may easily post it on your website.

Your Website's Privacy Policy – Legally binding and helpful to maintain a high level of community trust ▲
Establishing a website can create a myriad of issues regarding potential liabilities for the owner of the website. During the use of your website, the user must understand the Privacy Policy of your website. When prepared properly, the Privacy Policy is legally binding and helpful to maintain a high level of community trust because of transactions and/or interactions taking place. The goal of providing the Privacy Policy is to disclose all of the ways your website will respect the dignity of the user’s privacy. The Privacy Policy prepared by Spiegel & Utrera, P.A. for your website will include: Statement of Rights and Responsibilities; Sharing your Content and Information; Collection and Use of Information; Public Information; Registration and Account Security; Profile Content; Safety; Amendments; Limitation of Liability; Disclaimer; Waiver and Severability; Dispute Resolutions; Notices and Service of Process; Complaints; Controlling Law and Jurisdiction; Amendments and Notice of Changes and Entire Agreement Provisions.

The preparation of Privacy Policy for your website costs only an additional $349.95 when ordered with the formation of your LLC and initially comes to you for review so you may have an opportunity to make any revisions before being finalized by Spiegel & Utrera, P.A. and delivered to you electronically so you may easily post it on your website.

E.U. Safe Harbor Website Privacy Policy ▲
The European Commission’s Directive on Data Protection went into effect in October of 1998, and would prohibit the transfer of personal data to non-European Union countries that do not meet the European Union (E.U.) “adequacy” standard for privacy protection. While the United States and the E.U. share the goal of enhancing privacy protection for their citizens, the United States takes a different approach to privacy from that taken by the E.U. In order to bridge these differences in approach and provide a streamlined means for U.S. organizations to comply with the Directive, the U.S. Department of Commerce in consultation with the European Commission developed a “safe harbor” framework. If your company will be doing business with customers in the European Union, the privacy policy with the U.S.-E.U. Safe Harbor compliance, a number of important benefits will flow to your company including:

• All 28 Member States of the European Union will be bound by the European Commission’s finding of “adequacy”;
• Participating organizations will be deemed to provide “adequate” privacy protection;
• Members State requirements for prior approval of data transfers either will be waived or approval will be automatically granted;
• Claims brought by E.U. citizens against U.S. organizations will be heard, subject to limited exceptions, in the U.S. and;
• Compliance requirements are streamlined and cost-effective, which should particularly benefit small and medium enterprises.

The preparation of the initial documentation to have your company website’s privacy policy compliant with U.S.-E.U. Safe Harbor provisions cost only an additional $449.95 when ordered with the formation of your company and will be electronically delivered to you so you may easily post it on your company’s website.

How To Save Money on Taxes Return to Menu

One of the most misunderstood and least used benefits to new entrepreneurs are the tax savings offered to them. Although there are many ways that you can save money on taxes, you must be in compliance with all regulations and laws; otherwise you may find yourself losing your business instead of saving money. Below are some of the ways that you can save money on Taxes:
Sub Chapter “S” Tax Status  - The Biggest Tax Loophole Available to New Entrepreneurs ▲
Since the LLC has more flexibility in the manner it can be taxed, it is strongly recommended that the LLC have at least two or more owners (members) at all times. The LLC may be taxed as a sole proprietor, a partnership, a disregarded entity, a regular corporation, or a Sub-S Corporation. However, when you have a single member LLC, if you do not elect to be specifically taxed as a corporation, the IRS taxes you automatically as a sole proprietor. This option is not in your best interest, as you will have to file Schedule C to your personal IRS Form 1040 tax return which will automatically create a higher chance of being audited by the IRS and you will not have the opportunity to take as many tax deductions as an LLC taxed as a corporation.

What Is A Subchapter S Corporation:

A Subchapter S Corporation meets certain requirements and elects to be treated as a “small business corporation,” by the United States Department of Treasury and the Internal Revenue Service and enjoys distinct tax benefits at both the Internal Revenue Service and the state where the corporation does business.

The Subchapter S Corporation is an attractive form of doing business because it combines the business and legal characteristics of a corporation with many of the income tax characteristics of a partnership. For flow-through of profits and losses to the owners, the Subchapter S Corporation is treated in a manner similar to a partnership. For other purposes, such as limited liability, distributions, redemptions and reorganizations, the Subchapter S Corporation is treated much like a regular corporation.

What are the tax benefits of a Subchapter S Corporation?

A regular Corporation is subject to federal and any applicable state Corporate Income Taxes. Therefore, profits are taxed first on the corporate level and then again at the individual level of the shareholders to whom the profits are distributed.

This double taxation could result in a combined taxation rate of 70% or higher! A SUB-CHAPTER S CORPORATION IS EXEMPT FROM FEDERAL AND ANY APPLICABLE STATE CORPORATE INCOME TAX, SO THAT THE EARNINGS OF THE CORPORATION FLOW TAX FREE DIRECTLY TO THE OWNERS.

Additionally, a Sub-Chapter S Corporation will NOT BE SUBJECT TO THE SELF-EMPLOYMENT TAX on any additional corporate profits that are paid to you as dividends in your capacity as a Shareholder in addition to your reasonable salary. (THE SELF-EMPLOYMENT TAX RATE IS CURRENTLY 15.3%. THE RATE CONSISTS OF TWO PARTS: 12.4% FOR SOCIAL SECURITY AND 2.9% FOR MEDICARE.)

What are the requirements of a “small business corporation?” A small business corporation is a domestic corporation that:

• Is not an ineligible corporation (such as a bank, insurance company, possessions corporation or domestic international sales corporation);
• Does not have more than 100 shareholders (spouses and families are now counted as one shareholder);
• Does not have shareholders other than individuals, estates, certain trusts, or certain tax-exempt organizations;
• Has no nonresident alien shareholders; and
• Does not have more than one class of stock (i.e., has only common stock, not both common and preferred).

The Sub-Chapter S Corporation comes with all the necessary qualifying documents, including Corporate Resolutions and Special Stock Certificates.

US Citizen or Permanent Resident
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, Spiegel & Utrera, P.A. can prepare the necessary documentation for your LLC to elect 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.

Non US Citizen or Permanent Resident
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 $75. If you wish to be taxed as a partnership, then we recommend that you consider adding another member, it could be a parent, a sibling, a child, or another corporation. The other member could have a very small percentage of ownership interest in the LLC and you could limit the second owner's ability to vote, it is therefore also important to prepare and enter into an Operating Agreement between the members and LLC to clearly state all the terms and conditions.

IRS Section 1244 LLC Membership Interests - Tax Savings for Nearly Every LLC Taxed as a Corporation ▲
This is another powerful tax provision which can be used by almost all LLC’s taxed as a corporation, BUT, may only be accomplished with the original issuance of ownership interests in the LLC. 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 ownership interests in your LLC taxed as a corporation. The amount you can deduct as ordinary loss is up to $50,000 per year for a single person or $100,000 per year, if filing a joint return with your spouse. Generally, without 1244 Membership Interests, your loss would be limited to $3,000 for a single person per year or $6,000 per year, if filing a joint return with your spouse. An LLC taxed as a corporation that issues 1244 membership interests and elects to be an S corporation gives its members the best of both possible worlds from a tax stand point. The issuance of 1244 membership interests costs only an additional $50 when ordered with the formation of your LLC and comes with all the necessary documents, including corporate resolutions, 1244 plan and special membership certificates.
TAX SAVING LEASE AGREEMENTS Return to Menu

Home Office Lease - Turn Your Home Office into a Tax Deduction ▲
You may want an agreement detailing the leasing of office space by a Member of the Investment Club LLC who is homeowner or tenant to the Investment Club LLC for use as the Investment Club LLC'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 Investment Club LLC, 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. We do not recommend a home office lease for a single owner corporation or single owner limited liability company or a where husband and wife file a joint tax return and are the only owners of the corporation or limited liability company.

Office Equipment Lease - More Tax Savings ▲
You may want a lease which details the leasing of office equipment by the Investment Club LLC. A Member of the Investment Club LLC would lease equipment to the Investment Club LLC, which would create a legitimate business expense for the Investment Club LLC 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 Investment Club LLC. We do not recommend an office equipment lease for a single owner corporation or single owner limited liability company or a where husband and wife file a joint tax return and are the only owners of the corporation or limited liability company.

Spiegel & Utrera, P.A. General Counsel Club & Registered Agent Service - Experienced Legal Advice to Help You Save Money ▲
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 Investment Club LLC and receive an additional one month Bonus so that your first year of service will cover 13 months. You pay only $139.95 for the first 13 months of service. Your Investment Club LLC, through a Designated member, will 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 Investment Club LLC’s Annual Meeting of Members and Managers; our firm will comply with all statutes and applicable laws relating to your Investment Club LLC’s Registered Agent & Registered Office; our firm will review all mandatory State LLC filing documents as required by the Secretary of State; our firm will act as your LLC’s General Counsel; and 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. The General Counsel Club service includes one membership card for the Investment Club LLC through a Designated Member; additional cards for Investment Club LLC members may be ordered for $50 each. All General Counsel Club memberships associated with an Investment Club LLC will run concurrently.

Asset Protection / How to Protect Your Business Return to Menu

As a new entrepreneur, you are going to invest a lot of time and money into your business. It is imperative that you protect yourself and your business from anything that could go wrong. One of the keys to being a successful entrepreneur is proactively planning for the worst situation, not reacting to the situation after it has happened. Below are items imperative for the protection of you and your business.

Indemnification Agreement and Covenant Not to Sue - Don’t Take Chances: Protect Yourself from Personal Liability ▲
We strongly recommend that you include special provisions in your Articles of Organization and additional agreements which trigger this important protection requiring the LLC to indemnify and hold harmless its Managers and Members from any actions they take on behalf of the LLC. If a Manager or Member is ever sued for actions taken on behalf of the LLC, these provisions require that the LLC be held responsible, as agreed upon by the Managers and Members and the LLC. These important provisions and agreements cost only an additional $75 if ordered at the time of formation of your LLC.

Members Restrictive Agreement for an Investment Club Limited Liability Company - Avoid Unwanted Transfer of Membership ▲
If you have a Investment Club LLC it is strongly recommended you enter into a Member Restrictive Agreement. This agreement is entered into by the Members of the Investment Club and the LLC to enumerate and describe the rights and obligations of the Members to each other and to the Investment Club LLC. More particularly, it affords a right of first refusal where in the event a Member wants to transfer their Membership interest it requires approval and/or a buyout by the other Members. Your cost is only $150 if prepared in conjunction with the formation of your Investment Club LLC.

Member Divorce Protection Provisions in the Members Restrictive Agreement for a Limited Liability Company - Avoid the Unintended Spouse Member ▲
Unfortunately, many eager entrepreneurs anticipate a successful business venture but never contemplate the “down side.” What happens if a member gets divorced? Will the membership interest remain with the member or get awarded to the spouse as part of the divorce settlement? What happens if member tries to convey or assign their membership interest to a spouse or former spouse to meet their obligations? A carefully drafted provision in the members restrictive agreement should afford a right of first refusal when a Member wants to transfer their membership interest by requiring a buyout of the membership interest by the other Members. Such a provision will protect the current members from potential ownership by divorced spouses or other possible sources of ownership conflict. For example, assume a company set up by husband John Smith, wife Pocahontas Smith, and son Al Smith. All are Members, and son Al is married to Patti Smith. What happens if Al and Patti Smith file for a divorce? Provisions in the Members Restrictive Agreement require that in the event of the filing of a divorce involving a Member of the company, a notice is sent to the other Members offering them a right of first refusal, which allow them to purchase Al Smith’s membership interest to avoid having Patti Smith as a member, especially after a nasty divorce. Furthermore, even if none of the Members want to buy the membership interest at issue, any transfer of membership interest would require unanimous consent of the other Members. Let us draft these special provisions to protect your company from divorce for an extra $75 when ordered with the Members Restrictive Agreement at the time of formation or $150 thereafter.

Avoid Probate – Maintain Control, Provide for Anonymity, Privacy and the Disposition of the Ownership of your Limited Liability Company Upon Your Death ▲
Let Spiegel & Utrera, P.A. create an Inter Vivos Trust while your Limited Liability Company is in the process of being organized. The Inter Vivos Trust will own the Limited Liability Company, you will own the Inter Vivos Trust. The benefits are many: (1) the ownership of your Limited Liability Company is held anonymously by a Trust; (2) the Trust is private and not filed in the public records; (3) your Inter Vivos Trust may be modified, amended to revoked at any time during your lifetime so you may change the beneficiary of the Trust as many times as you like and, thereby, the ownership of your Limited Liability Company upon your death; (4) PROBATE IS AVOIDED and the ownership of the Limited Liability Company will be transferred immediately according to your direction upon your death. The Inter Vivos Trust is relatively inexpensive to form, $350 if ordered at the time of establishing your Limited Liability Company.  The price includes one Trustee, one Successor Trustee and two Beneficiaries.  Additional Trustees, Successor Trustees or Beneficiaries are $50 each, if ordered at the time of establishing your Limited Liability Company.

State Trademark or Servicemark – Prevent copycats from confusing your customers and damaging your reputation. ▲
A distinctive mark that customers associate with your products, services or website is very valuable. Registering your State of Nevada Trademark or Servicemark will prevent copycats from confusing customers and damaging your reputation. The State of Nevada Trademark or Servicemark registration process generally takes less than 4 weeks to complete. There are many reasons to register a State Trademark or Servicemark:

• A name or logo in many cases overtime becomes a company' s most valuable asset.
• The registering a State Trademark or Servicemark prevents others from adopting your name or design and gives you very favorable enforcement powers throughout the State,
• allows you to put everyone on notice with the Trademark symbol “TM” or Servicemark symbol “SM”,
• allows you to advertise and promote your mark and build name recognition and goodwill for your business with out fear of losing the mark to another, and
• may subject the copycat to injunction, profit disgorgement and attorney's fees if litigation is necessary to prevent such a copycat from using your mark.

The charge for the State of Nevada Trademark or Servicemark registration, if done at the time of incorporating, is $167.95. This charge includes all government filing fees.

Start-Up Money for Your Business Return to Menu

Finding the money necessary to start your business is challenging. Unfortunately many new entrepreneurs don’t know how to find this money. Even worse, when they find money they don’t know how to properly document the transaction. Don’t let this happen to you. Review the options below on How To properly secure and document money for your business.
Lender’s Agreement & Promissory Note - Properly Document Money Lent to the Business ▲
Initially an Investment Club LLC may need a cash infusion for operational expenses. Additionally, the Investment Club LLC may require a continuing advance of funds for some time. How can the Investment Club LLC get the money? After the initial purchase of its membership interests, Members of the Investment Club LLC may loan money to the Investment Club LLC. Lending money to the Investment Club LLC is the preferred method to advance money, because the lender is seen as a creditor of the Investment Club LLC. This 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 LLC and also provide for future advances of money the lender might make to the Investment Club LLC. In the event of failure of the investment club, 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 Investment Club LLC, is only $75.

Non-Voting Membership Interests - Control Your LLC While Raising Money ▲
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 LLC. For example, as a founding Member, you may want to have all of the voting membership interests so as to participate in the management of the LLC and control its operations, while transferring all of the non-voting membership interests to others so that they may share in the appreciation value and earnings of the LLC. Also, it’s likely you’ll want to protect yourself with a Members Restrictive Agreement. Seasoned business-owners will instinctually recognize the value of such an agreement. We’ll draft a special provision for your Articles of Organization and issue special certificates for non-voting membership interests. This item costs only an additional $74.95 if ordered at the time of formation.

Security Agreement for LLC - Protect Yourself if You Personally Funded the Loan for the Business ▲
Once you have decided to use the Spiegel & Utrera, P.A. Lenders Agreement and Promissory Note, the next step is to collateralize the personal property assets of the company in favor of you, the lender with a Security Agreement. A Security Agreement is a contract between a lender and borrower. The Security Agreement gives the lender a security interest and the right to repossess personal property that a borrower has offered as collateral if a note is not paid per its agreed terms. This right is superior to all subsequent creditors provided the lien given by the Security Agreement is perfected. The Security Agreement available from Spiegel & Utrera, P.A. is complete and includes provisions relating to type of collateral being secured, address where collateral will be kept, executing further documents, events that shall constitute a default, assignment of secured collateral by holder, a listing of events that would constitute default by the borrower and the rights of the lender should the borrower default. Provided you have ordered the Spiegel & Utrera, P.A. Lenders Agreement and Promissory Note, the fee for the Security Agreement, if ordered at the time of forming your LLC, 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 LLC.

What You Need if You are Hiring Workers: Return to Menu

If you are planning to have anyone work for your company, whether as an employee or independent contractor, you must make sure that you are in compliance with all Federal and New York laws. Below are the most common items that you will require when hiring workers for your company.

Employment Agreement - Get the Most Out of Your Employees ▲
If you are using employees in your business, it is important to have a written Employment Agreement to document the conditions of Employment. An Employment Agreement can be very advantageous for a business and should be required for all employees, whether new or existing. It creates a clear understanding of the arrangement between the employee and the LLC 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 LLC for a specific period of time after leaving its employment;
• It prohibits the employee from disclosing any of the LLC's business records, computer data, trade secrets, methods of operation, et cetera;
• It prevents the employee from soliciting customers or clients of the LLC; and
• It prevents an employee, after leaving the LLC's employment, from soliciting the LLC's employees to work elsewhere.

The Employment Agreement is prepared in such a way that you can use it over and over again to avoid additional costs in the future. By having this Employment Agreement, the LLC is given substantial clout in preventing an employee from joining a competitor, or competing against the LLC and disclosing business secrets to anyone. The Agreement may be re-used by the LLC as it hires additional employees, the cost of the Employment Agreement is just $150.

Employee Manual
When you hire employees in your business, it is important to have an Employee Manual to comprehensively spell out the policies of your business. Included within the Employee Manual are such topics as “Employment at Will”, Disability, Harassment and Discrimination, Standards of Conduct and the various rules relating thereto, Corrective Action and Termination, Wage and Salary Policies and Employee Communications. For a list of the Table of Contents of the Employee Manual, click here. The Employee Manual is intended to be a source document used at the business and would be updated by the business from time to time based upon its experiences with various situations. The preparation of the Employee Manual for your business costs only an additional $349.95 when ordered with the formation of your limited liability company and initially comes to you for review so you may have an opportunity to make any revisions before the Employee Manual is finalized by Spiegel & Utrera, P.A. and delivered to you electronically so you may print it as needed from time to time.

Employee Benefits and Policies - Protect Yourself from Employee Disputes with a Comprehensive Policy ▲
If you are using employees in your business, it is important to have written Benefits and Policies. Let us prepare your Employee Benefits and Policies. Unlike the Employment Agreement, the Employee Benefits and Policies creates an understanding of the entitlements of the employee relative to the policies of the business and provides protection for the business. The Employee Benefits and Policies will be customized for your business and are designed to cover:

• Vacation
• Absences, including vacation, sick time, time off for injury, death in family, jury duty, excused absence, military leave and emergency situations
• Holidays
• Equal Employment Opportunity
• Drug and Alcohol Abuse Policy
• Payday and Pay Period
• Overtime
• Internet and Email Policy
• Sexual Harassment
• 90-Day Training/Probation Period
• Forfeiture of Commission, Incentive Compensation and Bonuses relating to failure to complete the initial employment period
• Business Hours
• Moonlighting Restrictions
• Honesty
• Pornography at Work
• Medical Insurance
• COBRA
• Timecards
• Departure from Employment with Notice or Without Notice
• Dress at Work
• Business Cards
• Parking
• Keys
• Alterations or Modifications
• Other benefits and/or policies which may be of special interest to your business

By having the customized Employee Benefits and Policies, the business has clearly communicated to its employees the Employee Benefits and Policies in effect at the business and how the Employee Benefits and Policies are to be followed so that there are no surprises. For example, relating to an employee who leaves the business without giving adequate notice who then would only be entitled to be paid at the minimum wage for any time due and owing and forfeiting any vacation days, sick days, commissions, incentive compensation and/or bonuses.

The Employee Benefits and Policies may be re-used by the business as it hires additional employees. The cost of the Employee Benefits and Policies is just $167.95 if ordered now with the formation of your company.

Independent Contractor Agreement - What Your Business Must Have if Using Independent Contractors ▲
There are many reasons for using Independent Contractors, however, simply verbally stating that a worker is an Independent Contractor is not enough according to the IRS. Certain criteria must be met. The IRS considers 11 factors in three specified areas: Behavioral Control, Financial Control and Type of Relationship. So, before you engage the services of an Independent Contractor, it is essential that you document that relationship with a written Independent Contractor's Agreement, otherwise the IRS could hold your LLC and you personally liable for the Independent Contractor's Income Tax, Social Security, Medicare Tax and Federal Unemployment Tax, which should have been withheld. As a signatory on the check used to pay the Independent Contractor, you could be held personally liable for these taxes. The Independent Contractor’s Agreement also contains other important provisions:

• It spells out the duties, responsibilities and compensation of the Contractor;
• It states that the Contractor will not compete against the LLC for a specific period of time after the project is completed;
• It prohibits the Contractor from disclosing any of the LLC's business records, computer data, trade secrets, methods of operation, et cetera;
• It prevents the Contractor from soliciting customers or clients of the LLC; and
• It prevents the Contractor, after leaving the LLC, from stealing the LLC's employees.

We can provide an Independent Contractor's Agreement that covers all the legal requirements and many business advantages for your LLC for only $150 if ordered at the time of formation of your LLC.

Sexual Harassment Prevention Policy ▲
If you are using employees in your business or if your business has customers it is important to have written Sexual Harassment Prevention Policy. In order to protect your business from liability for such sexual harassment claims, Spiegel & Utrera, P.A. recommends that your business adopt a written sexual-harassment prevention policy and distribute it to employees. The policy will include:

• A statement prohibiting sexual harassment and providing examples of what constitutes sexual harassment;
• Information about sexual-harassment laws and the remedies that are available to victims;
• A sexual harassment complaint form;
• Procedures for a timely and confidential investigation of complaints;
• An explanation of employees' rights of redress and the methods of bringing complaints by employees and customers;
• A statement that sexual harassment is a form of misconduct and that employees engaging in harassment and who knowingly allow it to continue will be punished; and,
• A statement that it is unlawful to retaliate against employees who report sexual harassment or who testify or assist in related investigations and/or proceedings.

By having a customized Sexual Harassment Prevention Policy, your business has clearly communicated to its employees that your business will not tolerate Sexual Harassment by employees to other employees and your customers. The cost of your customized Sexual Harassment Prevention Policy is just $349.95 if ordered now with the formation of your company.

Labor Law Notices – New York Employers Obligation to Maintain and Report Records ▲
Every business is required to post New York and Federal Labor Law Notice posters. Failure to comply could result in fines totaling as much as $17,000. Your New York Labor Law Notice poster package is complete and includes:

• New York Construction Industry Fair Play Act Notice
• New York Criminal Convictions Records Notice
• New York Minimum Wage Notice
• New York Discrimination Notice
• New York Job Safety and Health Protection Notice
• New York Public Work Project Notice
• New York Unemployment Insurance Notice
• New York Workers’ Compensation and Disability Benefits Notice
• New York Smoking Notice
• OSHA Job Safety and Health Notice
• Equal Employment Opportunity Notice
• Notice Relating to Employers Holding Federal Contracts or Subcontracts
• Federal Minimum Wage Notice
• United States Department of Labor Notice of Employee Rights for Workers with Disabilities Paid at Special Minimum Wage
• United States Department of Labor Notice of Employee Rights and Responsibilities under the Family and Medical Leave
• Uniform Services Employment and Reemployment Rights Notice
• Notice of Displaced Employee Rights on Successor Contracts
• Notice of Employee Rights under the Federal Employee Polygraph Protection
• Notice of Employee Rights under the National Labor Relations

If ordered at the time of forming your LLC, your New York Labor Law Notice poster package would be $74.95.

How To Build Credit and Credibility for Your Business Return to Menu

As a new business two items vital to your survival are credit and credibility. Customers feel secure dealing with a credible business. Potential investors and other lenders are more comfortable providing capital to a business with good credit. But how do you build credit and credibility for a business? Two of the easiest ways are discussed below.

System for Award Management (SAM) Number  ▲
SAM is web-based, US government-wide application that collects, validates and disseminates business information about the federal government’s private providers in support of the contract awards, grants and electronic payment processes. You must complete your System for Award Management (SAM) Registration in order to work as a federal contractor or to be able to apply for federal grants. At Spiegel & Utrera, P.A. we can help you register to do business with the US government. To complete your SAM Registration, you must first have a D&B Number and a Federal Tax Identification Number. If ordered at the time of forming your Limited Liability Company, the fee for your System for Award Management (SAM) Registration is $249.95.

D & B Number - Start Building Your Business Credit Immediately ▲
According to Dun & Bradstreet, the D & B number is widely used by both commercial and federal entities and was adopted as the standard business identifier for federal electronic commerce as early as October 1994. The D & B number was also incorporated in the Federal Acquisition Regulation (FAR) in April 1998 as the United States Federal Government’s contractor identification code for all procurement-related activities. The D & B number is also known as the D-U-N-S® number and remains with the 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 “unlocks” a wealth of valued-added data associated with that entity, including the business name, physical and mailing addresses, trade styles (fictitious name, assumed name, alternate name or DBA), principal names, financial, payment experiences, industry classifications (SICs [Standard Industry Classification] and NAICS [North American Industry Classification System]), socio-economic status, government data and more. The D-U-N-S® number also links members of corporate family trees worldwide. If ordered at the time of forming your 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 $75.

Business Checking, Investment Account and Delayed Debit Gold MasterCard - Let Us Help You Establish a Business Bank Account ▲
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 $10,000 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 Return to Menu

As a new entrepreneur it is important that you surround yourself with the tools you need to be successful. However, it is also important that you don’t drain your bank account looking for these tools. Three items with vast amounts of business knowledge and guidance can be found below. You will return to these items again and again, not only during the start-up process but over the entire life of your business.

Spiegel & Utrera, P.A. General Counsel Club & Registered Agent Service - Experienced Legal Advice to Help You Save Money ▲
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 Investment Club LLC and receive an additional one month Bonus so that your first year of service will cover 13 months. You pay only $139.95 for the first 13 months of service. Your Investment Club LLC, through a Designated member, will 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 Investment Club LLC’s Annual Meeting of Members and Managers; our firm will comply with all statutes and applicable laws relating to your Investment Club LLC’s Registered Agent & Registered Office; our firm will review all mandatory State LLC filing documents as required by the Secretary of State; our firm will act as your LLC’s General Counsel; and 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. The General Counsel Club service includes one membership card for the Investment Club LLC through a Designated Member; additional cards for Investment Club LLC members may be ordered for $50 each. All General Counsel Club memberships associated with an Investment Club LLC will run concurrently.

Detours and Contradictions ▲
Want more out of your LLC? Then don’t miss Lawrence Spiegel’s, 223 page Detours and Contradictions. Use this book, and all your available resources, to begin the challenging yet fulfilling journey of entrepreneurship. As we’ll see... having a marketable idea is only the first step in a lengthy process. Along the way you’ll encounter numerous detours and contradictions, risks and rewards. The price of Detours and Contradictions is just $13.50 if you order when forming your LLC. PLUS there is no extra charge for shipping, handling and processing as your book will be shipped with your LLC. Also, as an added bonus, your copy of Detours and Contradictions will be personally autographed by Lawrence J. Spiegel.

Charlie's Entrepreneurial Journey ▲
Building your business, or selecting the type of business to start, is easy when using Charlie’s Entrepreneurial Journey as a guide and applying Lawrence J. Spiegel’s thirty eight "Principles of Entrepreneurship" to your business. Spiegel’s latest book provides 416 pages of insight into the world of an aspiring entrepreneur named Charlie. Charlie’s journey leads him through topics never discussed in business books but essential to success. Topics include: costs associated with Acquiring a Customer, Urgency to Purchase, Saturation Advertising, Success Leaves Tracks and Repetitive Business. Spiegel’s "Principles of Entrepreneurship" cannot be found anywhere else. In fact, no one has ever exposed the business secrets Spiegel discloses. If you are seeking to spark your business you will find an EXPLOSION in this book. Order this book at the time of forming your corporation and you will get Charlie’s Entrepreneurial Journey for $19.50 which includes shipping, handling and processing, when ordered with the formation of your company. PLUS Lawrence J. Spiegel will personally autograph your copy of Charlie’s Entrepreneurial Journey.

Lease / Agreement Review Return to Menu

Lease/Agreement Review – Protect Yourself BEFORE You Sign ▲
Avoid costly mistakes, always, always, always have any type of Contract/Lease or otherwise legally binding agreement reviewed by Spiegel & Utrera BEFORE you sign it. We offer Consultations at all of our offices and over the phone. For your convenience, and at no obligation to you, you can fax us the documents that need to be reviewed at (800) 520-7800 and an attorney can advise you over the phone.

Our staff has many years of experience representing Tenants. Having your lease reviewed BEFORE you sign on the dotted line can save you thousands of dollars.

In our review we address issues such as:

• Rentable vs. Usable Space
• Reasonable Rental Rates
• Free Rent
• Best Length of Lease
• Options to Extend the Lease & Purchase the leased Premises
• Leasing contiguous space for expansion
• Assignment and Subletting
• Caps on Rent increases and expenses demanded by Landlords
• Repair Responsibilities
• Exclusivity of Tenant's Business
• Early Termination Rights
• Personal Guarantees, should you or should you not
• Renewal Terms
• Zoning Issues
• Landlord build out costs
• Change of Control of Tenant
• Signage Protection

Business Purchase Review: Asset Purchase – Generally Liabilities are NOT Assumed ▲
When assets are acquired, the purchaser buys all or specified assets of the selling entity and may assume none, some, or all of the liabilities of the business. An asset purchase may be attractive to you since you may be able to pick and choose the specific items desired and can attempt to avoid assuming debts and liabilities of the selling entity. An asset acquisition is also designed to reduce your exposure to possible unknown or contingent liabilities. When assets are acquired, appropriate documents must be prepared in order to effectuate the transfer of title to each particular asset which is being transferred. This can involve a great deal of paper work and may require approvals and consents from various other parties, depending on the entity which is being purchased. We recommend faxing any agreement BEFORE you sign to (800) 520-7800, at no obligation to you, and an attorney can advise you over the phone.

Franchise Agreement Review – Is That Franchise Too Good to be True? ▲
A franchise is a method of distributing goods and services by licensing a business idea or concept to another. The "franchisor" is the legal owner of the franchised business' concepts and ideas, including names and logos. The "franchisee" is the individual or entity that purchases the right to use these concepts and ideas from the Franchisor. Studies reveal that franchised businesses experience lower default rates than independent businesses and generally have a somewhat easier time securing financing because the Franchisor typically has an established trademark and goodwill, as well as marketplace experience. But is a franchise worth the cost and restrictions? Many new entrepreneurs incorrectly believe that purchasing a franchise will lead to immediate success and profits with little to no risk. This is rarely the case. When considering a franchise there are many aspects that you need to examine. One good indicator of the potential success of a franchise is to compare your start-up cost with the past advertising and promotional expenditures of the franchisor. For example, a fast food franchise that has a start-up cost of $50,000 where the franchisor has invested $500 million in advertising and promotion would probably be a better purchase than another fast food franchise that has a lower start-up cost but the franchisor has only invested $10 million in advertising and promotion. Likewise, remember that higher price does not necessarily mean less risk and lower price does not mean greater potential reward. You must review all materials and disclosures carefully and seek legal advice. Although franchises usually require up-front fees and are heavily regulated by Federal and state agencies because of their inherent risks, a franchisee operating under one trademark can achieve levels of brand awareness, market penetration and purchasing power that business people operating individually could not ordinarily achieve. Generally, a franchise agreement grants to the franchisee a limited license and right to use and operate a recognizable outlet within a defined territory by utilizing a pre-existing business system and proprietary marks. The franchise agreement allows the franchisor to carefully control the obligations and responsibilities of the franchisee. It is imperative to have the agreement reviewed by an attorney BEFORE you sign it. The attorneys of Spiegel and Utrera, P.A. have extensive experience in Franchise Agreements and will review your Franchise Agreement. Just fax your agreement to (800) 520-7800, at no obligation to you, and an attorney can advise you over the phone.

In our review we address issues such as:

• Engagement
• Franchise Fee
• Royalty & Percentage Fees
• Proprietary Marks
• Training And Assistance
• Advertising
• Confidential Operating Manuals
• Confidential Information
• Maintenance
• Accounting and Records
• Standards of Quality
• Modification of System
• Warranties and Representations of Franchisor
• Warranties and Representations of Franchisee
• Rights of First Refusal
• Indemnification

A franchise is an excellent way to get started as a new entrepreneur, but it does not guarantee success. You must have a Franchise Agreement that works to your advantage. Let Spiegel and Utrera, P.A. review your agreement and get your franchise started on the path to success!

Shipping Information Return to Menu

Company Packages generally weigh approximately 4 pounds and are available for Pick up at 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. Please note, shipping and handling charges outside New York will vary.

SPEED OF SERVICE OPTIONS

REDDI LLC ▲
If you need a LLC immediately, we have companies, which are ready for immediate delivery. For more information and a complete list of all our Reddi or Shelf LLC's CLICK HERE or call our office at (800) 603-3900 for details.

2 BUSINESS DAY LLC ▲
If you need your LLC formed urgently, for an additional $200 (due to higher State Filing Fees), we can expedite the registration of the LLC and preparation of the LLC Records and the LLC Package will be ready in 2 business days, after receipt of payment. We also have Same Day Service available, inquire when placing your order.

4 BUSINESS DAY LLC ▲
If you need to form your LLC fast, we offer a 4 Business Day LLC 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 4 business days, after receipt of payment.

REGULAR SERVICE ▲
The regular processing time for a Company is approximately two weeks. The LLC Package includes all the documents and the LLC Seal.

Orders received after 3:30 pm will be processed the following business day.

An Important Note about our RUSH SERVICES ▲
We offer two levels of rush service. When you opt for one of our rush services, we guarantee to promptly deliver your Limited Liability Company 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 LLC's which are ready for immediate delivery.