WHEN YOU FORM YOUR COMPANY
OR TRUST ONLINE AT AMERILAWYER.COM,
PAYMENT IS NOT REQUIRED

New York Limited Liability Partnership For Professional Services
$409.95
Price Includes State Filing Fee!

(PRICE INCLUDES STATE FILING FEES FOR 2 PARTNERS, LIMITED LIABILITY PARTNERSHIP SEAL AND BOOK, STATE REGISTRATION OF THE LIMITED LIABILITY PARTNERSHIP, LIMITED LIABILITY PARTNERSHIP MINUTES, NEW YORK STATE POST REGISTRATION COMPLIANCE FOR LIMITED LIABILITY PARTNERSHIP FOR PROFESSIONAL SERVICES, PRELIMINARY NAME SEARCH AND ATTORNEY'S FEES, ADDITIONAL PARTNERS ARE $50 EACH)

For one low fee of $409.95, your New York Limited Liability Partnership is COMPLETE and INCLUDES New York State Filing Fees. INCLUDES Limited Liability Partnership Seal and Book. INCLUDES Limited Liability Partnership Minutes. INCLUDES Certificate of Limited Liability Partnership. INCLUDES Preliminary Name Search. Yes, even Includes Attorney's Fee (No Hidden Attorney Fees). 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 LIMITED LIABILITY PARTNERSHIP 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 Limited Liability Partnership 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 Limited Liability Partnership 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 incorporate 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.

Individuals or other professional corporations or limited liability companies forming a business where individuals are rendering licensed, professional services to the public may form a limited liability partnership.

Some examples of professionals include physicians, chiropractors, dentists, veterinarians, physical therapists, pharmacists, registered professional nurses, licensed practical nurses, licensed midwives, podiatrists, optometrists, opticians, engineering and land surveyors, architects, landscape architects, public accountants, shorthand reporters, psychologists, social workers, massage therapists, occupational therapists, dieticians and nutritionists, speech language pathologists and audiologists, acupuncturists, interior designers, athletic trainers, mental health practitioners and respiratory therapists.

A Limited Liability Partnership is limited to providing professional services and may not engage in other business activities.

The members of the a Limited Liability Partnership may only be other professional limited liability companies or professional corporations, or individuals who themselves are duly licensed or otherwise legally authorized to render the same professional service as the limited liability partnership.

Transfers of partnership interests may only be made to licensed professionals, professional limited liability companies, or professional limited liability corporations. If a partner, agent, or employee of a limited liability partnership becomes legally disqualified to render professional services or accepts employment that places restrictions or limitations upon the continued rendering of professional services, the person shall sever all employment. If the limited liability partnership fails to require such severance, the state may have grounds for the judicial dissolution of the limited liability partnership.

If the partners are rendering professional services, they must be duly licensed or otherwise legally authorized to render the same professional service as the a Limited Liability Partnership.

The name of a limited liability partnership must contain "Registered Limited Liability Partnership" or "Limited Liability Partnership" or the abbreviations "R.L.L.P.", "RLLP", "L.L.P." or "LLP" at the end.

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

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

We will register your Limited Liability Partnership for $409.95 (for two partners; additional partners are $25 each) under the personal direction of a qualified attorney who makes certain that all requirements are met.

How To Build Your Business 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.
Service Agreement - If your Limited Partnership is a service business, you'll need a Service Agreement. ▲
The bedrock foundation of many service businesses is a customized written agreement entered into with its customers. Many franchises sold for tens of thousands of dollars are business formats revolving around a Service Agreement. The key with a Service Agreement is to make it work as a marketing tool offering the business services in the widest variety of formats to your customers. For example, a one-time use customer needs to be converted to a monthly, quarterly or annual type repeat customer. At Spiegel & Utrera we want to help you get, and keep, your customers while looking professional and at the same time maximizing each sale with a friendly service agreement. A Service Agreement starts at $367.95 up to $897.95 depending upon its complexity if ordered at the time of forming your Limited Liability Partnership. We will prepare a draft of your Service Agreement and deliver the draft by fax or email to you for your review. Once you have had an opportunity to review the Service Agreement we will meet over the telephone to discuss the various aspects of the draft Service Agreement. Thereafter, Spiegel & Utrera will make changes to the Service Agreement to finalize it. Once the Service agreement has been finalized and delivered to you, you should take it to your printer to be printed and padded so it will always look professional and non-negotiable.

Spiegel & Utrera, P.A. General Counsel Club & Registered Agent Service with Attorney Client Privilege  ▲
Experienced Legal Advice to Help You Save Money with Added Confidentiality Protection.
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 Partnership and receive an additional one month Bonus – so that your first year of service will cover 13 months PLUS take a $50 discount, so you pay only $89.95 for the first 13 months of service. You get:

• Unlimited telephone consultations all year long on matters relating to legal and strategic business advice;
• Our firm will prepare the Notice and Minutes of your Partnership’s Annual Meeting of Partners;
• Our firm will act as your Partnership’s General Counsel;
• Our firm will comply with all statutes and applicable laws relating to your Partnership’s Registered Agent & Registered Office. Be aware that when Spiegel & Utrera, P.A. serves as your General Counsel, Registered Agent and Registered Office, the Attorney-Client Privilege is in effect. What does this mean? For example, let’s say Spiegel & Utrera, P.A. receives a subpoena to produce information about the formation of your Corporation, LLC, Partnership or Trust because of alimony, child support, bankruptcy, debt collection, foreclosure, IRS, tax collection, government enforcement action, criminal matter or anything else, Spiegel & Utrera, P.A. is duty bound not to disclose any information contained in any client communications whether oral or written. That includes any order for a Corporation, LLC, Partnership or Trust and any communications, whether from you or Spiegel & Utrera, P.A. Communications between an attorney and client are privileged from disclosures and such attorney-client privileged information will not be disclosed. See Upjohn Co. v. United States, 449 U.S. 383 (1981). The attorney-client privilege recognizes that sound legal advice or advocacy serves public ends and that such advice or advocacy depends upon the lawyer being fully informed by the client. Trammel v. United States, 445 U.S. 40, 51, 100 S.Ct. 906,913, 63 L.Ed.2d 186 (1980). Further, the attorney-client privilege applies indefinitely and termination of attorney-client relationship does not terminate the attorney-client privilege. Swidler & Berlin v. United States, 524 U.S. 399 (1998). This is powerful legal precedent to have working for you and you can only obtain it from a lawyer. A non-lawyer Registered Agent or Registered Office service does not offer this valuable confidentiality protection;
• Our firm will review all mandatory State Partnership filing documents as required by the Secretary of State;
• 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.

Minority Owned Businesses (MBE) Certification ▲
A minority-owned business is a for-profit enterprise, regardless of size, physically located in the United States or its trust territories, which is owned, operated and controlled by minority group members. "Minority group members" are United States citizens who are Asian, Black, Hispanic and Native American. Ownership by minority means the business is at least 51% owned by such individuals. Further, the management and daily operations are controlled by those minority group members. The fee for Minority Owned Business Certification if ordered at the time of formation of the company is $750.

You select the Certifying Organization. Choose from any of the individual states in the US, any county in the US, National Minority Supplier Development Council, Disadvantaged Business Enterprise Certification, Small Business Administrations 8a Certification or Federal Small Disadvantaged Business designation. The fee for Minority Owned Business Certification if ordered at the time of formation of the company is $750.
Women Owned Businesses (WBE) Certification ▲
A women-owned business is a for-profit enterprise, regardless of size, physically located in the United States or its trust territories, which is owned, operated and controlled by women members. The women who qualify the business must be U.S. citizens. Ownership by women means the business is at least 51% owned by women. Further, the management and daily operations are controlled by those women members. The fee for Women Owned Business Certification if ordered at the time of formation of the company is $750.

You select the Certifying Organization. Choose from any of the individual states in the US, any county in the US, Women’s Business Enterprise National Council, National Minority Supplier Development Council, Disadvantaged Business Enterprise Certification, Small Business Administrations 8a Certification or Federal Small Disadvantaged Business designation. The fee for Women Owned Business Certification if ordered at the time of formation of the company is $750.

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.

SBA (8a) Business Certification ▲
SBA (8a) is an ownership/diversity certification sponsored by the Small Business Association (SBA) of the United States government. This certification is intended for organizations that are owned and controlled at least 51% by socially and economically disadvantaged individuals.

You must be an economically disadvantaged person. For the 8(a) program this means all applicant individuals must have a net worth of $250,000 or less, excluding the value of the business and personal residence. You must be in business for at least two years or apply for a waiver of the two-year requirement. SBA may waive the two years in business requirement if each of the following five conditions are met:

• The individual or individuals upon whom eligibility is based have substantial business management experience;
• The applicant has demonstrated technical experience to carry out its business plan with a substantial likelihood for success if admitted to the 8(a) BC program;
• The applicant has adequate capital to sustain its operations and carry out its business plan as a Participant;
• The applicant has a record of successful performance on contracts from governmental or nongovernmental sources in its primary industry category; and
• The applicant has, or can demonstrate its ability to timely obtain, the personnel, facilities, equipment, and any other requirements needed to perform contracts as a Participant.

The fee for the SBA (8a) Certification if ordered at the time of formation of the company is $750.

Minority Owned Businesses (MBE) Certification ▲
A minority-owned business is a for-profit enterprise, regardless of size, physically located in the United States or its trust territories, which is owned, operated and controlled by minority group members. "Minority group members" are United States citizens who are Asian, Black, Hispanic and Native American. Ownership by minority means the business is at least 51% owned by such individuals. Further, the management and daily operations are controlled by those minority group members. The fee for Minority Owned Business Certification if ordered at the time of formation of the company is $750.

You select the Certifying Organization. Choose from any of the individual states in the US, any county in the US, National Minority Supplier Development Council, Disadvantaged Business Enterprise Certification, Small Business Administrations 8a Certification or Federal Small Disadvantaged Business designation. The fee for Minority Owned Business Certification if ordered at the time of formation of the company is $750.
Women Owned Businesses (WBE) Certification ▲
A women-owned business is a for-profit enterprise, regardless of size, physically located in the United States or its trust territories, which is owned, operated and controlled by women members. The women who qualify the business must be U.S. citizens. Ownership by women means the business is at least 51% owned by women. Further, the management and daily operations are controlled by those women members. The fee for Women Owned Business Certification if ordered at the time of formation of the company is $750.

You select the Certifying Organization. Choose from any of the individual states in the US, any county in the US, Women’s Business Enterprise National Council, National Minority Supplier Development Council, Disadvantaged Business Enterprise Certification, Small Business Administrations 8a Certification or Federal Small Disadvantaged Business designation. The fee for Women Owned Business Certification if ordered at the time of formation of the company is $750.

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.

SBA (8a) Business Certification ▲
SBA (8a) is an ownership/diversity certification sponsored by the Small Business Association (SBA) of the United States government. This certification is intended for organizations that are owned and controlled at least 51% by socially and economically disadvantaged individuals.

You must be an economically disadvantaged person. For the 8(a) program this means all applicant individuals must have a net worth of $250,000 or less, excluding the value of the business and personal residence. You must be in business for at least two years or apply for a waiver of the two-year requirement. SBA may waive the two years in business requirement if each of the following five conditions are met:

• The individual or individuals upon whom eligibility is based have substantial business management experience;
• The applicant has demonstrated technical experience to carry out its business plan with a substantial likelihood for success if admitted to the 8(a) BC program;
• The applicant has adequate capital to sustain its operations and carry out its business plan as a Participant;
• The applicant has a record of successful performance on contracts from governmental or nongovernmental sources in its primary industry category; and
• The applicant has, or can demonstrate its ability to timely obtain, the personnel, facilities, equipment, and any other requirements needed to perform contracts as a Participant.

The fee for the SBA (8a) 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 Partnership ▲

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

When determining name availability, Spiegel & Utrera, P.A. checks names only against names of partnerships registered in the state you are attempting to form your Partnership (e.g., a proposed partnership name is checked for availability only against other like partnership names) and only with the state agency responsible for partnership 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 partnership 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 partnership 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 partnership name can be a very expensive business lesson that can be avoided.
Avoid the problem of having you and your Partnership 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 Limited Liability Partnership. You will need it to operate your business and open a bank account for the Limited Liability Partnership. We can obtain this number for you and the advantage of allowing us to get it for your Limited Liability Partnership, is that we will deliver it with your Limited Liability Partnership for only $35, so you may open your bank account immediately. If you are a Foreign National without a United States Taxpayer Identification Number or a United States Social Security Number, the charge for the Federal Tax ID Number is $125.

Name Reservation – Why ▲
New York State is required by statute to reject for use any Corporate, Limited Partnership or Limited Liability Company 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 Partnerships, Corporations and Limited Liability Companies registered in New York. For example, a proposed Partnership name is checked for availability against other Partnership, Corporation and Limited Liability Company 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 Partnership 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 Partnership’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 Partnership’s name, if reserved successfully, will be available when the State of New York actually accepts your Partnership for filing. The charge for reserving each Partnership 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 Partnership formation and registration is accepted as filed by the State of New York. If you need a Partnership quickly, please consider Spiegel & Utrera, P.A., P.C.’s 2 or 4 Business Day Partnership Service.

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

Please note that in New York many banks and government agencies require the address of a Corporation not be anonymous. However, you may still take advantage of this anonymity by insuring that the Company address will remain anonymous.

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 partnership, 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 partnership, 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 partnership.

State of New York Limited Partnership Publication Requirement (Mandatory under New York Law): ▲
Section 121-1500 of the Limited Liability Partnership Law of the State of New York states:
Within one hundred twenty days after the effective date of the registration, a copy shall be published once in each week for six successive weeks, in two newspapers of the county in which the principal office of the limited liability partnership is located in this state, one newspaper printed weekly and one newspaper to be printed daily, to be designated by the county clerk. Proof of the publication consisting of the certificate of publication of the limited liability partnership with the affidavits of publication annexed thereto, must be filed with the department of state.

Meeting the Limited Partnership 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 Limited Partnership, 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 Partnership has its principal office address.

Meeting the Limited Partnership 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 limited liability partnership, 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 limited liability partnership, 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.

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 General Partnership.

Certificate of Authority ▲
Many professions regulating bodies require an additional step after formation of an entity in order for that new entity to engage in a particular profession. At Spiegel & Utrera, P.A., P.C. Lawyers we also offer that additional service. At the time of finalizing your entity order we will discuss the applicability of this procedure and it's cost which both vary depending on the profession. 

Business License ▲
The Business License package will give you the license, permit & tax registration information as well as the actual applications for your business.

• The package is complete and will provide you with an overview of the licenses, permits and tax registration required for your business.
• Licensing authority, contact information, including name, address, telephone number, etc.
• Detailed information on how much money to send with each application and where to send it.The actual license, permit and tax registration applications and associated documents.

The charge for this service if ordered at the time of forming your Partnership is $99.95.

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 Partnership’s initial bank account. Due to heighten security, identify theft and fraud, many Banks require substantiation from the Partnership’s attorney as to the identities of the Partnership’s Partners. Spiegel & Utrera, P.A. will prepare and execute an Attorney Opinion Letter identifying your Partnership’s Partners. This Bank Letter will then be presented by you at any Bank you chose to open your Partnership’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 Partnership 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 Partnership, 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 Partnership but order after the delivery of your Partnership 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 Partnership 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 & Utrera, P.A. to prepare the Attorney Opinion Letter.

Mail Forwarding Service – Get Your Business Up and Running, Even without a Physical Location ▲
If you have not set up your Limited Liability Partnership office or you want your attorney to receive your Limited Liability Partnership 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. However, the mail forwarding service may only be cancelled in writing. 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 Forwarding 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.

Taxpayer Identification Number for Foreigners - For Resident and Non-Resident Aliens ▲
An Individual Taxpayer Identification Number is a tax processing number only available for certain nonresident and resident aliens, their spouses and dependants who cannot get a Social Security Number. It is a 9-digit number, beginning with the number “9”, formatted like a Social Security Number (NNN-NN-NNNN). Spiegel & Utrera, P.A. will prepare all the documentation necessary for you in order to obtain your Individual Taxpayer Identification Number. At AmeriLawyer, we have been approved as a Certifying Acceptance Agent by the United States Department of the Treasury, Internal Revenue Service. As such, we are authorized to expedite the processing of your Individual Taxpayer Identification Number. The charge for this service is $299.95.

USDOT Number ▲
Companies that operate commercial vehicles transporting passengers or hauling cargo in interstate commerce must be registered and must have a USDOT Number. A USDOT Number is generally for vehicles involved in interstate commerce that have a gross combination weight of 10,0001 pounds or more or designed or used to transport more than 8 passengers (including the driver) for compensation or designed or used to transport more than 15 passengers (including the driver) and is not used to transport passengers for compensation. Also, commercial intrastate hazardous materials carriers who haul quantities requiring a safety permit must register for a USDOT Number. If ordered at the time of forming your Partnership, the fee for a USDOT Number is $367.95 plus applicable government application fee depending upon your particular activities.

Certificate of Good Standing  ▲
A Certificate of Good Standing is a document issued by the state that shows that your Partnership 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 Partnership 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 Partnership, 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.

For Your Website Return to Menu

Federal Copyright Your Website – This shows everyone that your website is copyrighted and that it is protected under federal law ▲
A Federal Copyright is a form of protection provided by the laws of the United States for certain intellectual works. There are many reasons why you should copyright your website. One is because you wish to have the federal copyright in the public record and because before an infringement suit may be filed in court, registration is necessary for works originating in the United States. Also, your copyrighted and registered material may be eligible for statutory damages and attorney’s fees during litigation. If you register your website, that registration is in and of itself enough evidence to prove your ownership of the website. Once you have registered your website as a federal copyright, you may place the federal copyright symbol © your website. This shows everyone that your website is copyrighted and that it is protected under federal law. The charge for the Federal Copyright registration, if done at the time of incorporating, is $239.95, plus any government filing fee which will be paid at the time of the filing of the copyright registration.

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 Partnership 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 Partnership 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 partnership 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 partnership 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 partnership 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 partnership and will be electronically delivered to you so you may easily post it on your partnership'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:

New York Purchaser's Blanket Resale & Exemption Certificates ▲
State and local tax laws require that vendors maintain properly executed Exemption Certificates given to them in good faith by all of their customers who claim New York Sales Tax Exemption. We can prepare a set of Exemption Certificates for you to give to vendors from whom you intend to buy goods for either resale or export for which you are exempt from paying State or local sales taxes. The fee for a set of 6 Re-Usable Certificates is only $35 when ordered in conjunction with the formation of your Limited Liability Partnership.
TAX SAVING LEASE AGREEMENTS Return to Menu

Home Office Lease - Turn your home office into a Tax Deduction ▲
Agreement detailing the leasing of office space by a homeowner or tenant with a Limited Liability Partnership for use as the Limited Liability Partnership's principal place of business. The typical tax savings under this agreement can exceed $1,200 per year. The Home Office Lease is only $150 when ordered with your Limited Liability Partnership, and as an added bonus to our clients, we draft the Lease in such a manner that it is automatically renewable from year to year at no additional charge.

Motor Vehicle Lease – Turn Your Personal Car into a Tax Deduction ▲
If you use your vehicle for business purposes, it is usually much more advantageous to keep the vehicle in your name and lease the vehicle to the Limited Liability Partnership. The typical tax savings under this type of arrangement ranges between $1,500 and $3,000 per tax year. As an added bonus to our clients, we draft the lease in such a manner that its automatically renewable from year to year at no additional charge. We can prepare the lease for only $150 when ordered with formation of your Limited Liability Partnership.

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

Spiegel & Utrera, P.A. General Counsel Club & Registered Agent Service with Attorney Client Privilege  ▲
Experienced Legal Advice to Help You Save Money with Added Confidentiality Protection.
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 Partnership and receive an additional one month Bonus – so that your first year of service will cover 13 months PLUS take a $50 discount, so you pay only $89.95 for the first 13 months of service. You get:

• Unlimited telephone consultations all year long on matters relating to legal and strategic business advice;
• Our firm will prepare the Notice and Minutes of your Partnership’s Annual Meeting of Partners;
• Our firm will act as your Partnership’s General Counsel;
• Our firm will comply with all statutes and applicable laws relating to your Partnership’s Registered Agent & Registered Office. Be aware that when Spiegel & Utrera, P.A. serves as your General Counsel, Registered Agent and Registered Office, the Attorney-Client Privilege is in effect. What does this mean? For example, let’s say Spiegel & Utrera, P.A. receives a subpoena to produce information about the formation of your Corporation, LLC, Partnership or Trust because of alimony, child support, bankruptcy, debt collection, foreclosure, IRS, tax collection, government enforcement action, criminal matter or anything else, Spiegel & Utrera, P.A. is duty bound not to disclose any information contained in any client communications whether oral or written. That includes any order for a Corporation, LLC, Partnership or Trust and any communications, whether from you or Spiegel & Utrera, P.A. Communications between an attorney and client are privileged from disclosures and such attorney-client privileged information will not be disclosed. See Upjohn Co. v. United States, 449 U.S. 383 (1981). The attorney-client privilege recognizes that sound legal advice or advocacy serves public ends and that such advice or advocacy depends upon the lawyer being fully informed by the client. Trammel v. United States, 445 U.S. 40, 51, 100 S.Ct. 906,913, 63 L.Ed.2d 186 (1980). Further, the attorney-client privilege applies indefinitely and termination of attorney-client relationship does not terminate the attorney-client privilege. Swidler & Berlin v. United States, 524 U.S. 399 (1998). This is powerful legal precedent to have working for you and you can only obtain it from a lawyer. A non-lawyer Registered Agent or Registered Office service does not offer this valuable confidentiality protection;
• Our firm will review all mandatory State Partnership filing documents as required by the Secretary of State;
• 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.

Effectively Controlling Your Business Return to Menu

Voting Trust – Keeping Control of Your Corporation when there are Multiple Shareholders ▲
A voting trust is a device for combining the voting power of shareholders. It is not unlawful for shareholders to combine their voting stock for the election of directors so as to obtain or continue the control or management of a corporation. New York Statutes limit the duration of voting trusts to a period of ten years. In order to avoid the invalidation of a voting trust, the applicable statutes should be strictly complied with. There are various situations in which a voting trust agreement may be used. It may be used when several shareholders wish to vote their respective stock as a unit. It also may be used for the special purpose of protecting corporate creditors. The general plan of a voting trust is controlled by the voting trust agreement; then the shareholders endorse their stock certificates to the voting trustee. The voting trustee surrenders these certificates to the corporation and the voting trustee receives in return new certificates issued in the name of the voting trustee, and the voting trustee votes the shares as principal, rather than as agent as in the case of proxies. For tax purposes, the voting trust certificate takes the place of the stock it represents. Tax transactions with respect to voting trust certificates are treated as transaction affecting the stock. A voting trust is not an association taxable as a corporation, because in itself it is not an enterprise for the carrying on of business for profit. Used correctly, the Voting Trust could be a useful tool for your corporation. The charge for Spiegel and Utrera, P.A. to form a Voting Trust for your company is only $767.95 if ordered at the time of incorporation.

Stock Options – Control Your Corporation while Raising Money ▲
An option to buy stock gives the holder the exclusive right for a specified period of time to purchase stock at the price and under the terms and conditions specified in the agreement. Although the option grantor is bound by the option and generally cannot revoke it, the option holder is not bound unless he exercises the option. Options are regarded as capital assets if the underlying property constitutes, or if acquired would constitute, a capital asset in the hands of the holder. The receipt of consideration for the option is not taxable until the option either is exercised or has lapsed. If the option is exercised, the consideration is treated as part of the selling price and included in computing the gain or loss in the sale of the stock. Since stock is generally a capital asset, gain or loss on the sale would be entitled to capital treatment, either long-term or short-term. The holding period for qualification for long-term capital treatment is more than one year. The seller’s holding period for the stock sold includes the period during which the option is outstanding. Upon the failure of the option holder to exercise the option, if the consideration is forfeited, the option grantor generally realizes short-term capital gain, but income is not realized until the time of forfeiture. An option holder’s 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 holder’s basis for the stock purchased. The purchaser’s holding period does not include the period curing which the option is outstanding.

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

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

The stock option can be an on-target management incentive or control device. Stock options can be used in employment agreements, consultants agreements, incentive agreements, as means of raising equity capital or borrowing funds. Spiegel and Utrera, P.A. will provide the Stock Option service for your business for only $367.95 if ordered at the time of incorporation.

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.

Partner Indemnification Agreement and Covenant Not to Sue ▲
We strongly recommend that you include special provisions in your Certificate of Limited Liability Partnership and additional agreements which trigger this important protection requiring the Limited Liability Partnership to indemnify and hold harmless a Partner from any actions they take on behalf of the Limited Liability Partnership and to reimburse a Partner for Limited Liability Partnership start up costs. If the a Partner is ever sued for actions taken on behalf of the Limited Liability Partnership, these provisions require that the Limited Liability Partnership be held responsible. These important provisions and agreements cost only an additional $75 if ordered at the time of formation of your Limited Liability Partnership.

Partners Restrictive Agreement ▲
We strongly recommend you enter into a Partner Restrictive Agreement. This agreement is entered into by the Partners and the Limited Liability Partnership to enumerate and describe the rights and obligations of the Partners to each other and to the Limited Liability Partnership. More particularly, it affords a right of first refusal where in the event a Partner wants to transfer their partnership interest it requires approval and/or a buyout by the other limited partners.

A draft of this agreement will be prepared as part of our service, so you may review the Agreement, make changes and discuss it with one of our Attorneys. Please bear in mind that this Agreement is customized specifically for your Limited Liability Partnership. Normally, the fee to prepare such a comprehensive agreement of this nature would be $1,500 or more. However, your cost is only $249.95 if prepared in conjunction with the formation of your Limited Liability Partnership.

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

Avoid Probate – Provide for the Disposition of the Ownership of your Partnership Upon Your Death ▲
Let Spiegel & Utrera, P.A. create an Ownership Trust while your Partnership is in the process of being formed. The Ownership Trust will own your Partnership Interest, you will own the Ownership Trust. The benefits are many: (1) the ownership of your Partnership Interest is held anonymously by a Trust; (2) the Ownership Trust is private and not filed in the public records; (3) your Ownership Trust may be modified, amended to revoked at any time during your lifetime so you may change the beneficiary of the Ownership Trust as many times as you like and, thereby, the ownership of your Partnership Interest; (4) PROBATE IS AVOIDED and the ownership of the Partnership Interest will be transferred immediately according to wishes direction upon your death. The Ownership Trust is relatively inexpensive to form, $350 if ordered at the time of establishing your Partnership. If not ordered at the time of forming your Partnership, the Ownership Trust is $749.95

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.

Limited Liability Partnership OptionsReturn to Menu

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

A well-drafted Limited Liability Partnership Agreement will:

• Describe the amount of capital contributions that the partners have to make, how much and when distributions of profits will take place and allocate losses among the partners to minimize tax liability;
• Ensure compliance with filing requirements with the Secretary of State by mandating an annual report;
• Provide a framework for the settlement of disputes between partners by allowing mediation and arbitration as a quicker, cheaper method;
• Prevent a partner from selling his stock to a third party without first offering it to existing partners as a right of first refusal;
• Provide a framework for the purchase of a Limited Liability Partnership interest by the remaining partner in the event a partner dies with a right of first refusal;
• Prevent a partner from competing against the Limited Liability Partnership by selling the same products or offering the same services;
• Require partners to maintain the confidentiality of all customer names and other business records so that partners don't run off with valuable Limited Liability Partnership secrets or intellectual property;
• Prevent a partner from impairing the goodwill of the Limited Liability Partnership by bad-mouthing the management or financial standing of the business; and
• Prevent a partner from soliciting customers of the Limited Liability Partnership for new Limited Liability Partnership business.

Obviously, this is a very thorough Contract. It is drafted by our attorneys and used by business owners such as yourself. This agreement is very versatile and an absolute necessity for a Limited Liability Partnership with multiple owners. Remember the old adage, "An ounce of prevention is worth a pound of cure." A Limited Liability Partnership Agreement is $449.95 for up to four partners. Additional partners and complex Limited Liability Partnerships require additional charges which are available upon request.

Limited Liability Partnership Management Agreement ▲
Partners play different roles. On the one hand, a Partner invests money into the Limited Liability Partnership and thus as an owner shares in the profits and is allocated losses. The ownership aspect is described in the Limited Liability Partnership Agreement. On the other hand, as an employee of the Limited Liability Partnership the Partner is managing the day to day operations of the business and is rendering services and is compensated for such services. A Management Agreement sets out the duties and responsibilities of a Partner to the Limited Liability Partnership as a manager. The Management Agreement should be drafted in such a way so that it conforms with the provisions of the Limited Liability Partnership Agreement and, in addition thereto, it will:

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

The Agreement also covers such topics as compensation, confidentiality, non-compete, check signing, use of Limited Liability Partnership assets and any other topic required by your Limited Liability Partnership. Please bear in mind that this Agreement is customized specifically for you Limited Liability Partnership. Normally, the fee to prepare such a comprehensive agreement of this nature would be $1,500 or more. However, your cost is only $150 if prepared in conjunction with the formation of your Limited Liability Partnership.

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.

New York Unemployment Tax Account Number – Required By Law if you are Hiring Employees ▲
This number is used to withhold New York Unemployment Taxes from your Company's payroll. If you have any employees on the payroll, including yourself, you will need this account number. We can initiate the documents for this account number for you and deliver it with the Limited Liability Partnership. The cost at the time of forming your Limited Liability Partnership is only $35.

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 Limited Liability Partnership 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 Limited Liability Partnership for a specific period of time after leaving its employment.
• It prohibits the employee from disclosing any of the Limited Liability Partnership's business records, computer data, trade secrets, methods of operation, et cetera.
• It prevents the employee from soliciting customers or clients of the Limited Liability Partnership.
• It prevents an employee, after leaving the Corporation's employment, from soliciting the Limited Liability Partnership'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 Limited Liability Partnership is given substantial clout in preventing an employee from joining a competitor, or competing against the Limited Liability Partnership and disclosing business secrets to anyone. The Agreement may be re-used by the Limited Liability Partnership 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 partnership 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.

Employee Warning Notice ▲
Using an Employee Warning Notice can be a very effective management tool. Usually it is cumbersome to discipline an employee, situations do not always resolve themselves and frequently result in a verbal warning, however, if the situation repeats itself, this may call for a written Employee Warning Notice. The notice is designed to give a clear explanation of the issues involved which may cover a multitude of situations such as:

• Attendance
• Carelessness
• Fighting
• Language
• Insubordination
• Lateness/leaving early
• Refusal to work overtime
• Failure to follow instructions
• Failure to follow procedures
• Failure to meet quota
• Rudeness to employees/customers
• Willful damage to material/equipment
• Violation of company policies
• Violation of safety rules
• Working on personal matters
• Unsatisfactory work quality or procedures
• Quality of work produced
• Quantity of work produced

Employee Warning Notice form is customized with the name of your business and, if ordered at the time of formation of your partnership, is just $49.95.

New York New Hire Reporting ▲
Federal law requires all New York employers to report basic information about employees, who are newly hired, rehired, or who return to work after a separation from employment. You must submit a report for each newly hired employee. The penalty for failure to timely report newly hired employees or for failure to file a report showing the required information is $20, per each newly hired employee. If the failure to report is a result of a conspiracy between the employer and employee, the penalty will be $450, multiplied by the number of employees not reported or the number of false or incomplete reports filed. We can provide you with a package of 6 New Hire Registration Forms for $35. The forms are customized with your Limited Liability Partnerships information, and you may re-use them for each person you employ.
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 Limited Liability Partnership 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 Contractors 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 Limited Liability Partnership for a specific period of time after the project is completed.
• It prohibits the Contractor from disclosing any of the Limited Liability Partnership's business records, computer data, trade secrets, methods of operation, et cetera.
• It prevents the Contractor from soliciting customers or clients of the Limited Liability Partnership.
• It prevents the Contractor, after leaving the Limited Liability Partnership, from stealing the Limited Liability Partnership's employees.

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

Sexual Harassment Prevention Policy (Mandatory Under New York Law) ▲
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.

Airborne Infectious Disease Prevention Plan (Mandatory Under New York Law) ▲
Each New York State employer is required to establish a written exposure prevention plan designed to eliminate or minimize employee exposure to airborne infectious agents in the event of an outbreak of airborne infectious disease. Spiegel & Utrera, P.A. can prepare your customized New York State Airborne Infectious Disease Prevention Plan for just $349.95 if ordered 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 Partnership, your New York Labor Law Notice poster package would be $74.95.

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.

Non-Voting Limited Liability Partnership Interests ▲
Allowing differences in voting rights is particularly advantageous to entrepreneurs who need to attract additional capital, but who also want to retain voting control over their partnership. For example, as a founding partner, you may want to have all of the voting partnership interests so as to participate in the management of the partnership and control its operations, while transferring all of the non-voting partnership interests to others so that they may share in the appreciation value and earnings of the partnership. Seasoned business-owners will instinctually recognize the value of such an agreement. We'll draft a special provision for your partnership agreement and issue special certificates for non-voting partnership interests. This item costs only an additional $74.95 if ordered at the time of formation. Also, you'll want to protect yourself with a Partners Restrictive Agreement.
Lender's Agreement & Promissory Note - Properly Document Money Lent to the Business ▲
Initially a Limited Liability Partnership needs a cash infusion. Additionally, the Limited Liability Partnership may require a continuing advance of funds for some time. Its important to minimize the amount of money a Partner is required to pay for the Limited liability partnership in the Limited Liability Partnership because the Partners could be held personally liable by the Limited Liability Partnership and/or the creditors of the Limited Liability Partnership for not contributing all the funds the Partners had initially agreed to contribute to the Limited Liability Partnership. How does the Limited Liability Partnership get the money? After the initial purchase of its Limited liability partnership interests, generally, the Limited Liability Partnership has two choices for obtaining additional money: (1) Partners can contribute additional funds for their Limited liability partnership interest (not the preferred method as previously stated) or (2) loan money to the Limited Liability Partnership. Lending money to the Limited Liability Partnership is the preferred method to advance money to the Limited Liability Partnership because the lender is seen as a creditor of the Limited Liability Partnership. The lending of money to the Limited Liability Partnership is accomplished with a Lender's Agreement and a Promissory Note. Both of these instruments together provide for an initial amount of a loan to the Limited Liability Partnership and also provide for future advances of money the lender might make to the Limited Liability Partnership. In the event of failure of the business, the loan will be fully tax deductible by the lender as a bad debt. The fee for the Lender's Agreement and Promissory Note, if ordered at the time of the formation of your Limited Liability Partnership, is only $75.

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

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

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? Even more importantly, how can you build credit for your business if your personal credit is not spotless? 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 Partnership, 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 partnership 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 partnership, 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 Banking 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 $100,000 which is required to open the Business Checking, Investment Account and Delayed Debit Gold MasterCard. If you order your business checking, investment account and/or delayed debit Gold MasterCard from Spiegel & Utrera, P.A. at the time of forming your Partnership, the fee is $249.95 to prepare all the necessary documentation and follow up until such time as your business checking, investment account and/or delayed debit Gold MasterCard has been established. If ordered after forming your Partnership, the fee is $449.95.

Your Success Starts With Knowledge 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 with Attorney Client Privilege  ▲
Experienced Legal Advice to Help You Save Money with Added Confidentiality Protection.
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 Partnership and receive an additional one month Bonus – so that your first year of service will cover 13 months PLUS take a $50 discount, so you pay only $89.95 for the first 13 months of service. You get:

• Unlimited telephone consultations all year long on matters relating to legal and strategic business advice;
• Our firm will prepare the Notice and Minutes of your Partnership’s Annual Meeting of Partners;
• Our firm will act as your Partnership’s General Counsel;
• Our firm will comply with all statutes and applicable laws relating to your Partnership’s Registered Agent & Registered Office. Be aware that when Spiegel & Utrera, P.A. serves as your General Counsel, Registered Agent and Registered Office, the Attorney-Client Privilege is in effect. What does this mean? For example, let’s say Spiegel & Utrera, P.A. receives a subpoena to produce information about the formation of your Corporation, LLC, Partnership or Trust because of alimony, child support, bankruptcy, debt collection, foreclosure, IRS, tax collection, government enforcement action, criminal matter or anything else, Spiegel & Utrera, P.A. is duty bound not to disclose any information contained in any client communications whether oral or written. That includes any order for a Corporation, LLC, Partnership or Trust and any communications, whether from you or Spiegel & Utrera, P.A. Communications between an attorney and client are privileged from disclosures and such attorney-client privileged information will not be disclosed. See Upjohn Co. v. United States, 449 U.S. 383 (1981). The attorney-client privilege recognizes that sound legal advice or advocacy serves public ends and that such advice or advocacy depends upon the lawyer being fully informed by the client. Trammel v. United States, 445 U.S. 40, 51, 100 S.Ct. 906,913, 63 L.Ed.2d 186 (1980). Further, the attorney-client privilege applies indefinitely and termination of attorney-client relationship does not terminate the attorney-client privilege. Swidler & Berlin v. United States, 524 U.S. 399 (1998). This is powerful legal precedent to have working for you and you can only obtain it from a lawyer. A non-lawyer Registered Agent or Registered Office service does not offer this valuable confidentiality protection;
• Our firm will review all mandatory State Partnership filing documents as required by the Secretary of State;
• You will receive our firm’s newsletter, “Entrepreneur’s Alert®”, which is published six times a year and provides valuable insight into running your business from a legal and business point of view.

Detours and Contradictions ▲
Want more out of your Limited Liability Partnership? 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 Limited Liability Partnership. PLUS there is no extra charge for shipping, handling and processing as your book will be shipped with your Limited Liability Partnership. 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 a qualified lawyer BEFORE you sign it. Spiegel and Utrera, P.A. offers 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 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: ▲
One thing is very clear - the acquisition of a business can provide the gateway to substantial wealth. At Spiegel & Utrera, P.A. , we have represented buyers in many business acquisitions and are ready to help you. For small to medium businesses, purchases are usually structured in one of two ways: Asset Purchase or Corporate Stock Purchase.

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 more 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.

Corporate Stock Purchase – When the longevity and corporate status of the entity are Valuable ▲
You can acquire control of another company through the acquisition of the shares of stock owned by the seller's shareholders. In this type of acquisition control of the acquired entity is obtained through stock ownership rather than a direct acquisition of the assets. With a corporate stock purchase corporate liabilities are assumed by the buyer. The legal and corporate status of the acquired entity remains the same following the acquisition. If possible, an Asset Purchase is usually preferable for a buyer due to the assumed liability. However some purchases may benefit from the acquisition of corporate stock. For example, where beneficial carryover tax attributes are available, a stock transaction may be desirable for you. When favorable insurance and employment ratings can be retained, they may also be a consideration for a stock transaction. Although one of the main nontax considerations for you in desiring an asset purchase is the risk of being saddled with unknown and contingent liabilities, the impact of this problem can sometimes be ameliorated by the establishment of holdback arrangements. Such arrangements typically involve escrowing of funds, rights to offset payments on seller financed promissory notes, execution of nonnegotiable promissory notes to evidence seller financing, and provisions in the sale agreement in delaying the payment of the full purchase price until certain contingencies have been satisfied.

In a typical stock acquisition the purchaser acquires the stock from the corporate shareholders in exchange for cash, notes, stock, other property, or a combination of these items. In most cases you will want to purchase the entire outstanding stock of the seller; however, there may be situations where it would be advantageous to have a minority shareholder retain an interest in the corporation being sold. For example, if a key management figure has an ownership interest in the corporation, it may be beneficial for the corporation for him to retain that interest in order to maintain continuity of management and the value of a key employee. The psychological and economic advantages of having an important employee continue to own a stake of the business, even after new ownership of the majority of stock, should be carefully weighed.

Simplicity is perhaps the key nontax feature of a stock acquisition. Since nothing other than corporate stock of the corporation is transferred, the often cumbersome preparation and execution of documents of transfer are not necessary. Although the selling shareholders must agree to sell their corporate stock, no shareholder votes are necessary, nor are there any shareholders' dissenters' or appraisal rights. The sale of corporate stock will normally avoid sales taxes, although New York does impose a tax on the transfer of stock.

It must be emphasized that the mechanical ease of accomplishing the actual corporate stock transfer should not lull you into believing that an investigation into the corporation is not necessary. To the contrary, the investigation should be at least as, if not more, comprehensive than one undertaken in the course of an asset transaction. It is perhaps most crucial in regard to liabilities, since you face the risk imposed by disclosed, undisclosed, fixed, contingent, and unknown liabilities. Although you do not assume such liabilities personally, they nonetheless run with the corporation and will affect the assets of the business. The degree and extent of the risk associated with the transaction, and the likelihood of liabilities which have not surfaced, should have a direct bearing on the negotiated purchase price. We strongly recommend that you fax your purchase agreement, at no obligation to you, to (800) 520-7800 BEFORE you sign it and one of Spiegel And Utrera, P.A.’s experienced attorneys will be able to 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

Shipment of your Entity Records Book and Seal
Partnership Packages generally weigh approximately 4 pounds and are available for Pick up at our office in the state in which the entity is formed or may be shipped to you via Ground (2-3 business day) Service for a charge of $22.95 or via Overnight Delivery for a charge of $44.95. Please note, shipping and handling charges outside New York will vary.

Worldwide electronic transfer of documents - delivered to you the same day your entity documents are due.
Electronic transfer of entity records in PDF format, depending on your order, includes approximately 20 to 30 plus pages (excludes entity binder and seal) for a charge of $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) for a charge of $32.95.

Shipping to Canada or North America
Regular Service to Canada or North America (approximately 3-5 business days for delivery) - $43.95
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 SERVICE OPTIONS

NEXT DAY LIMITED LIABILITY PARTNERSHIP ▲
If you need your Limited Liability Partnership formed urgently, for an additional $200 we can expedite the registration of the Limited Liability Partnership and preparation of the Limited Liability Partnership Records and the Limited Liability Partnership Package will be ready the next business day.

3 BUSINESS DAY LIMITED LIABILITY PARTNERSHIP ▲
If you need to form your Limited Liability Partnership fast, we offer a 3 Business Day Limited Liability Partnership formation service for an additional $100. We will expedite the registration of the Limited Liability Partnership and preparation of the Limited Liability Partnership Records and the Limited Liability Partnership Package will be ready in 3 business days.

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

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

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 Partnership to the State for processing, however, if the State is backlogged, you may experience a delay in receiving your documents. We strive to have all rush orders ready as soon as humanly possible.

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

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