How to sue a contractor | What to do when a contractor does poor work?

February 28, 2019 Spiegel & Utrera, P.A.

What to do when a contractor does poor work?

When a contractor performs poorly, the first and most obvious action is to fire the contractor. Let’s briefly talk about the implications of that and other options you have available: Firing your contractor could result in a breach of contract unless you can prove that he breached the contract first by not performing to the specifics of the contract. Some contracts include arbitration as a clause to resolve a dispute instead of involving a small claims court. Hiring a lawyer is your best bet, preferably one that doesn’t break the bank and offers a free consultation.

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What to do if a contractor breaches contract?

The first thing you may want to do is have an attorney review the contract to see if there’s any terms or conditions that were violated, resulting in a breach of contract. If so, your attorney will notify the contractor with a breach of contract letter. The letter will provide specific details of the breach and other remedies to keep this out of court. The breach of contract letter provides the court with proof that the contractor was notified and that you attempted to correct the breach of contract. You will need to provide your attorney with any related records, documents or paperwork that will strengthen your case. In the case of a breach of contract, there are several methods to remedy the situation.

The primary objective of remedies in contract law is to make sure that the non-breaching party ends up in the position they would have been in if the contractor had performed as the contract promised. The contractor at fault pays compensation for any damages incurred by the breach, along with payment to the non-breaching party for hiring someone else to complete what they failed to deliver—among any other losses. Punitive damages may be given out to punish the contractor and to deter others from doing the same. Punitive damages typically apply to a contractor that acted maliciously, fraudulently, willfully.

What recourse do I have against a contractor?

There are many options and tools available to you when dealing with a bad contractor. You can try contacting the state’s licensing board which regulate contractor licenses and file a complaint. Leave reviews on social media, the Better Business Bureau, directories like Yelp and Google, and consumer review websites. You can try and resolve this in a small claims court in which you would represent yourself, but we highly advise that you call us for a free consultation first. You could be eligible for greater monetary compensation than a small claims court can handle, which is typically only $10,000 in damages. Gather all documents, invoices, receipts, contracts, e-mails, texts, and any other communications between you and the contractor. Document and track all attempt to resolve your issue with the contractor to make your case as strong as possible. If you can meet their requirements, the Contractor (or Homeowners) Recovery Fund may compensate you for damages due to a contractor’s negligent, fraudulent, incompetent, or dishonest practices. We’ll discuss all of your options with you and review your case to make sure you receive maximum compensation.

Home improvement and contractors

No matter which state you reside in, the law will likely favor a homeowner rather than a home improvement contractor. The law applies strict standards and requirements when a contractor does any home improvement work inside a private home. In states like New Jersey, if a home improvement contract begins work before a contract is completely written and signed by both parties; one of the parties may sue the other for treble damages as well as their attorney fees. Additional things are required of home improvement contractors rather than a signed written agreement but in any case, the home improvement contractor must follow two steps. First, the home improvement contractor must determine whether or not the work being performed in the home is classified under “home improvement.” For example, in some states installing windows or a fence does not require a permit and doesn’t leave a contractor open to these strict laws, however, doing any electrical work or any bathroom plumbing will likely be classified as home improvement work which comes with strict requirements.

It is in your best interest to know and understand the law before any work is performed in a private residence. Builders who fail to keep customers dry and comfortable will almost inevitably end up in a lawsuit. Complaints also focus on defective products that fail to live up to their advertised claims, such as lifelong plastic plumbing systems and untested, leaky windows. Homeowners often feel cheated when these simple components cause trouble in their $200,000 homes. They resort to the law to help them recoup. Defects occur for many reasons, some more frequent than others. These include complex house design; changing customer expectations; new, untested, and incompatible materials; a lack of quality control on the job site; changes in the workforce; compressed schedules; and the lack of widely accepted standards for quality verification. Avoid the pitfalls, speak with an attorney at Spiegel & Utrera, P.A.

How to sue a contractor

Hiring a contractor and not getting what you paid for or what they promised can be frustrating. Fortunately, there are plenty of options available if a contractor does poor or unfinished work, damages your property, breaches the contract, or rips you off. A dispute with a licensed contractor may get resolved in mediation or arbitration, or a small claims court if he or she lacks a valid license. First, catalog the contracts, invoices, e-mail and texts, receipts, checks, among other documents or communications. Depending on the statute of limitations for your state—and if there was a contract involved or not—determine how long you may have to file a claim. Also, calculate the damages you’ll want to claim; depending on the amount and the state you’re in, it might get settled in a small claims court. Spiegel & Utrera, P.A. can assist you with properly documenting and filing your claim.

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Avoiding Probate | Living Trust, Establishing Beneficiaries, Joint Tenancy

February 27, 2019 Spiegel & Utrera, P.A.

What is Probate?

When someone passes away, the legal process in which their assets get properly distributed—to designate heirs and pay off debt—is known as probate. The probate court will first assign someone to manage the estate, choosing one if there is no will or if the will doesn’t appoint one. The deceased individual’s properties and assets get cataloged, appraised, then designated to heirs according to the will. If there is no will, the distribution of the decedent’s property will yield to State probate law. All debt and taxes owed by the departed—including lawyers and court fees get paid off with probate assets. For a lot of people, avoiding probate is the best way to prevent all those costs, which could take up a large sum of what the heirs would have received. Read on to learn how to avoid probate and save your loved one’s hard-earned money from unnecessary fees, penalties, and taxes.

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What Types of Assets are Subject to Probate?

Many assets may not be subject to probate, and get passed on to the beneficiaries automatically without including a probate court. Assets subject to probate include those that aren’t under a trust, don’t have an established beneficiary or heir, and aren’t jointly owned. Property with tenants in common—which several individuals share ownership of, will go through probate to find an appropriate heir to the decedent’s share in ownership.

How to Avoid Probate?

There are several ways to avoid putting your assets through probate when you pass, including:

Create a Living Trust
Assets under a living trust get passed on to the designated beneficiaries automatically without going through probate. Avoiding court and lawyer fees, taxes, and other costs amidst a great expense of time and effort.
Establish Beneficiaries
Many assets such as bank accounts give owners the option of naming a successor, so the account gets transferred automatically to the heir without the need for probate.
Joint Ownership
Joint ownership (also known as joint tenancy) is when two or more people—own an equal share of the asset—such as a married couple. When one of the owners pass, the other owner(s) absorb their share. Not to be mistaken with tenants in common, in which two or more people share ownership, but instead of the other owner(s) absorbing the decedent’s share, it gets passed down to a beneficiary in the probate process. Joint ownership with rights of survivorship is a great way to bypass probate and expedite distribution of your wealth to your loved ones.

What is a Living Trust?

A Trust is an arrangement where money, real estate, or other assets are transferred from the settlor to be managed and administered for the benefit of another pursuant to the terms of the Trust.

Revocable Living Trust
The revocable living Trust is created by a written document, known as a Trust instrument, and funding of the Trust should occur at the same time as the execution of the Trust instrument, or shortly thereafter. Most often the grantor or settlor, the creator of the Trust, and Trustee, the administrator of the Trust, are the same individual, and the grantor or settlor reserves the right to revoke or amend the Trust at any time. The main attraction of Revocable Living Trust is the avoidance of probate upon the grantor or settlor’s death. Probate is avoided because the Trust assets are owned by the Trust rather than the grantor or settlor. Also, if a grantor or settlor has properties in several states, the cost of probate administration is avoided because the administration is consolidated with one Trust instrument. The property held in the Trust will pass at the grantor or settlor’s death free of probate unless the Trust estate is to be distributed to the Personal Representative of the probate estate.
Irrevocable Living Trust
A revocable Trust is a Trust where the Trust can be modified, amended, or revoked; an irrevocable Trust is a Trust, which, by its terms, cannot be modified, amended, or revoked. What does this mean? While the Revocable Living Trust allows the grantor or settlor to retain some asset control, has flexibility and avoids the costs and duration of probate, the tradeoff is that the assets in the Trust do not avoid the estate tax. With an Irrevocable Living Trust the grantor or settlor’s control is ceded, but the estate tax is avoided.

How Can I Transfer Assets To The Trust?

You should transfer title to the Trust the way it normally would happen: with a deed for real property; a vehicle title for a car; or a bill of sale for personal property. If you have a mortgage, you should contact the lender to find out if they will permit the transfer. The transfer to the Trust will be effective and perfected when the deed is signed, documented and recorded. A bill of sale is used to transfer most personal property. Anything not transferred to the Trust may be subject to probate. Because personal property may be purchased after the date of the bill of sale, periodic transfers would need to be made or purchase may be made directly by the trust with its cash, bank note or credit card.

How To Create a Living Trust

Creating a living trust entails cataloging all your assets, corresponding paperwork, titles, deeds, certificates, and choosing beneficiaries for those assets. It’s a complex legal process and you should hire an attorney to prepare the documents and create the living trust for you to cover all your bases and avoid negative legal implications. Give us a call for a free consultation at (800) 603-3900.

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How to Avoid Foreclosure | Save your home | Foreclosure 101

February 26, 2019 Spiegel & Utrera, P.A.

What Foreclosure Means

Foreclosure is what occurs when a homeowner fails to make mortgage payments. The bank or creditor that loaned the money then takes possession of the home in foreclosure. The mortgage lender may put the foreclosed property up for sale to make up for any losses. We understand that foreclosure can be a very anxious and frustrating time—read on to learn more about foreclosures and your options—including a free consultation with an attorney at (800) 603-3900.

What is Pre-Foreclosure?

It all begins when the homeowner (a borrower) fails to make timely mortgage payments. Unfortunately, this inability to pay is usually due to hardship; divorce, unemployment, or disability—among many other reasons. You won’t lose your home for being a few days late on your payment; most banks give you a grace period along with a late fee. Foreclosure is a costly undertaking and lenders would rather avoid it if possible; it benefits them to let you keep your home. But things may start to get serious after 90 days when the default notices start coming in through the mail. This period of time is considered the pre-foreclosure phase (which can take months or years). You have foreclosure rights! Give us a call today to discuss the legal options to save your home.

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How Long Do Homeowners Have to Leave Their Home in a Foreclosure?

The bank or entity can begin to foreclose on your home after being delinquent on your payments for 90 days. Some lenders will foreclose at the 90-day, many may give you more time. Once you receive the notice of default, that’s how you know that your lender is taking action to foreclose on your property. From there, you’ll have an extra 90 days to pay before the lender files a Notice of Trustee—informing you that your home may get sold in an auction at a specific place and time. Some foreclosures take a few months, some have taken years to finalize. An experienced real estate attorney can help you—not only in getting you more time but also in preventing the loss of your home. Call today to discuss your foreclosure rights!

What is a Short Sale?

A short sale is when a bank or lender allows the homeowner to sell their home for a significantly lower price. For creditors, a short sale may be a better option over claiming the property by foreclosure and attempting to sell it later—since the latter can be quite costly. For the homeowner, a short sale can be very beneficial in protecting their credit, preventing foreclosure and its arduous process. A short sale is a much simpler endeavor for both parties involved.

What is Strategic Default?

These are homeowners choosing to simply abandon their homes and jettison a mortgage that they’ve kept current but that has them owing more than the house is worth. Even though the move will lock them out of a new mortgage for years, some borrowers think it’s worth it. Once a homeowner decides to become a strategic default and stops making the mortgage payment, it could take months, if not years, to finish the foreclosure process during which time the homeowner remains in possession of the home.

Mortgage Foreclosure is Debt Collection

Federal court ruled that a law firm that files an action to foreclose on a mortgage engages in “debt collection” and are subject to the requirements of the Fair Debt Collection Practices Act. Chase Home Finance retained a law firm to foreclose on property the Plaintiff had inherited. Chase dismissed the foreclosure action after the Plaintiff contested the bank’s ownership of the note on the property. The Plaintiff sued the firm, alleging its activities relating to the attempted foreclosure violated the Act. The firm argued that such activities are not “debt collection” within the meaning of the Fair Debt Collection Practices Act. The Court disagreed, explaining that “every mortgage foreclosure, judicial or otherwise, is undertaken for the very underlying debt, either by persuasion (i.e. forcing a settlement) or compulsion (i.e. obtaining a judgment of foreclosure, selling the home at auction, and applying the proceeds from the sale to pay down the outstanding debt). Accordingly, mortgage foreclosure is debt collection under the FDCPA”. Further, the Court held that an attorney who meets the general definition of a debt collector “must comply with the FDCPA when engaged in mortgage foreclosure. And a lawyer can satisfy that definition if his principal business purpose is mortgage foreclosure or if he ‘regularly’ performs this function.”

What to Expect in a Foreclosure?

Here’s what a typical foreclosure timeline may look like (the length of time varies per case):

1st Month – The Missed Payment

A typical foreclosure timeline begins with the first missed payment. Talk to your lender and communicate any hardships to discuss your options.

Notice of Default

After about three months in, you’ll get a notice of default—also known as a Lis Pendens (latin for suit pending), for missing payments.

3rd Month – Pre-Foreclosure

You got your Notice of Default; Now you’re in Pre-Foreclosure! You may have 1-4 months to Short Sale or pay the amount owed to stop foreclosure.

Notice of Trustee’s Sale

If you still haven’t resolved the default, you’ll get a notice of trustee’s sale with a date and time for a foreclosure auction where your house may get sold.

6th Month to a Year – Foreclosure

If no one buys the home at the foreclosure auction, the bank or lender claims the property and sells it through real estate agents, auctions, and property listing services.

CLICK HERE to read about ‘Avoiding Foreclosure’ from HUD.gov

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Employment Discrimination and Workplace Harassment 101

February 22, 2019 Spiegel & Utrera, P.A.

WHAT IS EMPLOYMENT DISCRIMINATION?

Employment discrimination means that an employee received unfair treatment or harassment in the workplace due to race, religion, sex, pregnancy, gender identity, sexual orientation, nationality, disability, or age. Workplace discrimination occurs when an employee gets treated unjustly, compared to his or her peers. Discriminatory action may include biases when hiring, firing, giving promotions, assigning jobs, compensation, and several types of harassment.

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WHAT ARE THE TYPES OF EMPLOYMENT DISCRIMINATION?

Job Discrimination

Title VII of the Civil Rights Act of 1964 prohibits discriminating in hiring, firing or pay based on a persons’ race, religion, sex or national origin. It also prohibits sexual harassment. Treat all employees and applicants equally, without regard to their race, religion, gender or any other characteristics not related to job performance.

Gender-Pay Differences

The Equal Pay Act says you can’t pay female employees less than male employees for equal work on jobs that require equal skill, effort, and responsibility. Review pay scales to identify possible equal-pay complaints. Different pay for the same job title is fine as long as you can point to varying levels of responsibility, duties, skill requirements or education requirements.

Age Discrimination

The Age Discrimination in Employment Act says you can’t discriminate against applicants or employees older than 40 because of their age. Never take a person’s age or proximity to retirement into account when making decisions on hiring, firing, pay, benefits or promotions.

Disability Discrimination

The Americans with Disabilities Act (ADA) prohibits job discrimination against qualified people with disabilities (i.e., those who can perform the job’s essential functions with or without reasonable accommodation). When hiring, stick to questions about the applicant’s ability to perform the job’s essential functions; don’t ask questions that would reveal an applicant’s disability.

Family Leave

The Family and Medical Leave Act (FMLA) applies if you have 50 or more employees. It allows eligible employees to take up to 12 weeks per year of unpaid, job-protected time off for the birth of a child or to care for themselves or a sick family member with a “serious” health condition. When employees request leave, listen for requests that would meet the FMLA criteria. Employees don’t need to use the words “FMLA leave” to gain protection under the law.

Overtime/Minimum Wage

The Fair Labor Standards Act (FLSA) sets the federal minimum wage at $5.15 an hour (many states have higher minimums) and requires time-and-a-half overtime pay for hourly employees who work more than 40 hours in a workweek.

Workplace Safety

The Occupational Safety and Health Act (OSHA) requires employers to run a business free from recognized hazards. Provide a safe work environment for your staff.

Pregnancy Discrimination

The Pregnancy Discrimination Act (PDA) prohibits job discrimination on the basis of “pregnancy, childbirth and related medical conditions.” Treat pregnant employees the same as other employees on the basis of their ability or inability to work.

Military Leave

The Uniformed Services Employment and Reemployment Rights Act (USERRA) makes it illegal to discriminate against employees called to military duty. When reservists return from active duty, you must re-employ them to their old jobs or to equal jobs.

Immigration

The Immigration Reform and Control Act makes it illegal to hire and employ illegal aliens. You must very identification and workplace eligibility for all hires by completing I-9 Forms.

OLDER WORKERS AND AGE DISCRIMINATION CLAIMS

The Age Discrimination in Employment Act (ADEA) forbids age discrimination by an employer with 20 or more employees against people who are age 40 or older. Although some states do have laws that protect younger workers from age discrimination, it does not protect workers under the age of 40. Discrimination can occur when the employer’s representative who inflicted the discrimination and the applicant for employment or the employee are all over the age of 40. However, it is illegal for an employer or other covered entity to favor an older worker over a younger one, even if both workers are age 40 or older.

The ADEA forbids discrimination when it comes to any aspect of employment, including hiring, firing, pay, job assignments, promotions, layoff, training, fringe benefits, and any other term or condition of employment. It is common to see harassment at the workplace relating to the age of an employee. These may include offensive remarks about a person’s age. Simple teasing, offhand comments, or isolated incidents are not considered harassment. However, it is illegal when the offensive remarks about age are so frequent or severe that it creates a hostile or offensive work environment or when it results in an adverse employment decision such as termination of employment or demotion. The harasser can be a supervisor, a co-worker, or someone who is a customer.

Thus, it is very important for employers to seek preventative legal counseling to be able to take appropriate measures to properly document and address any harassment and/or other issues relating to age discrimination at workplace. All incidents should be thoroughly investigated internally by the employer and well-documented with the steps that the employer has taken to stop such unlawful conduct like disciplining employees and having appropriate policies and procedures or by requiring appropriate training for employees.

PREGNANCY IN THE WORKPLACE

In a recent case decided by the U.S. Supreme Court, it was held that an employer could not treat a pregnant worker differently than a non-pregnant worker unless the employer had a good non-discriminatory reason. The case centered around an employee who was denied a light-duty assignment because she was advised not to lift more than twenty pounds when her job required her to lift up to seventy pounds. The employer placed her on unpaid leave and thereby she lost her health insurance. The employee then sued based on the Pregnancy Discrimination Act, which states that, “women affected by pregnancy, childbirth, or related medical conditions shall be treated the same for all employment-related purposes—as other persons not so affected but similar in their ability or inability to work.

The employee argued that she was “similar in [her] inability to work” as someone who pulled her back while lifting a package on the job. The employer argued that the term “other persons” in the law was more limited, referring only to workers who were in the employee’s situation – those whose disabling condition occurred off the job. The Supreme Court rejected both arguments and found a compromise position. Employees can make a prima facie case by showing that they belong to the protected class, that they sought accommodation, that the employer did not accommodate them, and that the employer did accommodate others similar in their ability or inability to work. The employer may then seek to justify its refusal to accommodate the plaintiff by relying on “legitimate, nondiscriminatory” reasons for denying accommodation. The employee can then counter by showing that the nondiscriminatory reason is just a cover for discrimination. A jury would then decide which evidence they believe is stronger.

LIABILITY FOR SEXUAL HARASSMENT OF EMPLOYEES

Having sexual harassment policies in place is no guarantee that your clients or their employees are adequately protected. After all, many businesses still make mistakes when it comes to investigating claims of harassment and discrimination. For example, they may fail to maintain confidentiality or to remind parties about policies regarding retaliation. If you own or manage a business, it is important to ensure that your policies, both in writing and in practice, sufficiently protect your employees and reduce the risks of the businesses’ liability.

Sexual harassment generally takes the form of unwanted sexual advances There are situations when employees are sexually harassed by customers or other third parties rather than by other employees. This is often referred to as third party sexual harassment and can lead to employer liability. While sexual harassment laws differ among states, if your company has 15 or more employees, it will also be subject to federal laws enforced by the Equal Employment Opportunity Commission (“EEOC”) under Title VII. EEOC complaints normally involve a formal investigation and findings and could also lead to a federal lawsuit being filed by an employee or by the EEOC itself.

Upon receiving a complaint of sexual harassment, an employer should promptly investigate and take reasonable actions against an employee found to have committed sexual harassment. Employers can also take actions to address the harm to the victim. If third parties are creating hostile work environments for your company, you should still take prompt action to remedy the situation. In these situations, employers should investigate the complaint as if the offender were an employee and take reasonable steps to protect their employees, even if it may harm business relationships.

EMPLOYER LIABILITY FOR HARASSMENT AT WORK

Harassment is a form of employment discrimination that violates Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, and the Americans with Disabilities Act of 1990. A determination of whether harassment is severe or pervasive enough to be illegal is made on a case-by-case basis by the Equal Employment Opportunity Commission.
The employer is automatically liable for harassment by a supervisor that results in a negative employment action such as termination, failure to promote or hire, and loss of wages. If the supervisor’s harassment results in a hostile work environment, the employer can avoid liability only if it can prove that it reasonably tried to prevent and promptly correct the harassing behavior, and the employee unreasonably failed to take advantage of any preventive or corrective opportunities provided by the employer.

THE BENEFITS OF EMPLOYMENT AGREEMENTS

Every business needs legally binding employment agreements. They need contracts for different types of employees including full time, part time, and casual. Contracts are also necessary for any independent contractors. A good employment contract will spell out what exactly you expect the employee to do (the parameters of their job). In addition, the contract will spell out what your employee can expect from you (normally a salary or hourly wage). However, there are other terms that you can include in an employment contract, such as: reasons and grounds for termination, covenants not to compete, non-disclosure agreements, methods for resolving disputes, and anything else deemed important.

A good employment agreement should also define the kind of behavior you expect employees and even contractors to engage in. If employees violate this and engage in behaviors that damage the business then you’ll be within your legal rights to terminate their employment. It’s a safeguard every small business needs. A good employment agreement will also serve to protect your business if any lawsuits arise. If an employee or independent contractor signs a contract then a business owner can limit a lot of responsibility and damage he or she could face during legal proceedings. Contact Spiegel & Utrera to ensure that your business is using employment agreements which protect your business.

HOW DO YOU PROVE EMPLOYMENT DISCRIMINATION?

Proving that you were a victim of employment discrimination or workplace harassment can be a difficult task. Here are some of the things you might need:

Communications like texts, e-mails, and letters containing biased or derogatory language.
Check your employment contract to see if there’s a breach of contract; consider having a lawyer check it for you.
Compare how other employees got treated and recognize if anyone else was also a victim for the same reasons.
Check to see if the employer has ever been sued before.

OTHER WAYS WE CAN HELP

Agreement Reviews
An Employee Manual
An Employee Warning Notice
Anonymity
Asset Purchase Agreements
Authorization for Release of Information for Employment Screening
Avoiding Probate with the use of an Ownership Trust for Corporate Stock
Bank letter
Business license
Capital stock, non-voting stock, preferred stock
Certificate of Good Standing
Choosing a Name for Your Corporation
Corporate Stock Purchase Agreements
D & B Number
Daily/Weekly Time Record
Employee Benefits & Policies
Employment Agreement
European Union Save Harbor Website Privacy Policy
Federal Copyright for Your Website
Federal Servicemark

Federal Tax ID Number
Federal Trademark
Fictitious, Assumed or Alternate Business Name
Franchise Agreements
Franchise Agreements Review
Indemnification Agreement
Independent Contractor Agreement
IRS Section 1244 Corporate Stock
Labor Law Notices
Lease Reviews
Lender’s Agreement and Promissory Note
Mail Forwarding
Minority Business Certification
Notice of Acknowledgement of Pay Rate and Payday
Ongoing Legal Assistance
Perfecting any Lien Created by the Security Agreement
Privacy Policy for Your Website
Qualified Sub Chapter S Subsidiary
Security Agreement
Service Agreements

Service Agreements
Service Disabled Veteran Small Business Certification
Sexual Harassment Prevention Policy
Shareholder Divorce Protection
Shareholder’s Restrictive Agreement
Start-Up Money for Your Business
State New Hire Reporting
State Sales Tax Number
State Servicemark
State Trademark
State Unemployment Tax Account Number
Stock Options
System for Award Management (SAM) Number
Taxpayer Identification Number for Foreigner
Terms and Conditions for Your Website
USDOT Number
Veteran Owned Small Business Certification
Women Owned Business Certification
Worker’s Compensation Exemption Registration for Construction
Worker’s Compensation Exemption Registration for Non-Construction

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Intellectual Property 101: Copyright, Trademark, Tradedress

February 20, 2019 Spiegel & Utrera, P.A.

WHAT IS INTELLECTUAL PROPERTY?

Intellectual property is an intangible product of the human intellect, a creation that originates from someone’s mind; an invention, written content, images, even names—is someone’s intellectual asset. The law can protect your intellectual property from being stolen and you should take the necessary steps to defend it from copycats before you claim the reputation and financial benefit that your creation may bring. The government wants to encourage people to invent new technologies, innovate, and express creativity to ultimately promote economic growth. There are many tools at your disposal and types of intellectual property. Read on to find out!

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What Types of Intellectual Property are there?

The types of intellectual property include Copyrights, Trademarks, and Trade Dress. The types of intellectual property protection shield your secret information, protects your brand, defends your works of authorship or artistry, and functional creations or features.

Do I Need a Lawyer?

Hiring an experienced attorney knowledgable in the legal implications of your intellectual property and the laws in the area—can save you a ton of money, time, and nuisances. You will want to protect your valuable intellectual property with a licensing agreement. Typically, there are two arrangements involving a licensing agreement. Fill out the contact form for immediate assistance, or give us a call at (800) 603-3900 for a free consultation.

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WHAT IS A COPYRIGHT?

A copyright is a kind of protection granted by the laws of the United States to the authors of “original works of authorship” including literary, dramatic, musical, artistic, and certain other intellectual works. This protection is available to both published and unpublished works.

What is Fair Use in Copyright Law?

Fair use is the concept that certain types of use of federal Copyright protected works do not require the federal Copyright holder’s authorization because the use is minimal enough that it does not interfere with the federal Copyright holder’s exclusive rights to reproduce and otherwise reuse the work. Fair use is primarily designed to allow the use of the federal Copyright protected work for commentary, parody, news reporting, research, and education. However, fair use is not an exception to federal Copyright compliance so much as it is a “legal defense.” That is if you use a federal Copyright protected work and the federal Copyright owner claims federal Copyright infringement, you may be able to assert a defense of fair use, which you would then have to prove it in court.

What is a Trade Secret Copyright?

Copyrighted works may contain trade secrets or confidential information. In such a circumstance, a federal copyright owner definitely does not want to make their work available for full public disclosure. There are exemptions where there is no public disclosure or a partial public disclosure of the work so that trade secrecy is maintained. Let Spiegel & Utrera, P.A. protect your trade secrets by registering your federal copyright with the U.S. Government.

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WHAT IS A TRADEMARK?

A Trademark is a word, name, symbol, phrase, slogan, or combination of these items which is used to mark and identify goods or services to indicate their source or origin throughout the United States. Trademark rights may be used to deter others from using the same or a similar Mark in the United States.

Click Here To Register Your Trademark

What are the Trademark or Servicemark Registration Requirements?

The Federal Trademark or Servicemark Registration requirements include:

The Mark is registered under the owner’s name and provided they offer goods or services under the Federal Trademark or Federal Servicemark. An owner may be an individual or business entity such as a corporation, limited liability company or partnership.
If the owner is a business entity, the type and nationality must be specified.
The application is based on actual use or an intent-to-use the Mark in commerce.
An actual use application requires a description of the products or the advertising or promotional materials the Mark has been placed upon.
An intent-to-use application requires a statement in good faith that the owner intends use the Mark in commerce, but such Mark will not be registered until it is actually used. The U.S. Government will issue a Notice of Allowance, which grants six months to either use the Mark in commerce or file for an extension. Once the Statement of Use is filed, then a registration certificate will be issued.
A drawing of the Mark and a specimen of the Mark must be submitted when the application is based on actual use. Depending on the type of application, the drawing should depict the Mark as it has been used or how the owner intends to use it. A drawing is necessary even when a specimen is submitted as well. A specimen is a real-world example of how Mark is actually used on the goods or in service. The mark and any logo or drawing must match identically the mark and logo or draw on the specimen.

WHAT IS A TRADE DRESS?

Trade Dress is a distinctive, nonfunctional feature, which distinguishes a merchant’s or manufacturer’s products or services from those of another. The Trade Dress of a product involves the “total image” and can include the color of the packaging, the configuration of goods, etc. Even the theme of a restaurant may be considered Trade Dress. Examples include the packaging for Wonder Bread, the tray configuration for Healthy Choice frozen dinners, the Happy Meal box for children at McDonald’s fast-food restaurant and the color scheme of Subway sub shops. Such a broad and ambiguous definition makes Trade Dress very easy to manipulate. Seeking protection against Trade Dress infringements can be vital to the survival of a business.

What is the difference between Trade Mark and Trade Dress?

Trademarks typically only involve a set of words or a logo. Some Trade Dress features include size, shape, color combinations, and graphics in relation to things like product packaging or restaurant or store atmosphere.

PROTECTING YOUR BUSINESS’ INTELLECTUAL PROPERTY

For many small business owners, the topic of intellectual property makes them run in the other direction because of the fallacy that it is not worth their time or effort to secure intellectual property rights. However, many emerging businesses soon discover that a competitor is using their ideas such as packaging, logos, names and other protectable items costing them lost revenue due to consumer confusion. Unlike patents, which must go through a rigorous application process with the United States Patent and Trademark Office, trademarks can be obtained with relative ease. Your company name, logos, slogans, and any other identifiable marks consumers relate to recognizing your company and its products or services must be registered trademarks to be protected from your competitors. Your company’s reputation is at stake – you must be armed with registered trademarks to protect your company.

OTHER SERVICES:

Agreement Reviews
An Employee Manual
An Employee Warning Notice
Anonymity
Asset Purchase Agreements
Authorization for Release of Information for Employment Screening
Avoiding Probate with the use of an Ownership Trust for Corporate Stock
Bank letter
Business license
Capital stock, non-voting stock, preferred stock
Certificate of Good Standing
Choosing a Name for Your Corporation
Corporate Stock Purchase Agreements
D & B Number
Daily/Weekly Time Record
Employee Benefits & Policies
Employment Agreement
European Union Save Harbor Website Privacy Policy
Federal Copyright for Your Website
Federal Servicemark

Federal Tax ID Number
Federal Trademark
Fictitious, Assumed or Alternate Business Name
Franchise Agreements
Franchise Agreements Review
Indemnification Agreement
Independent Contractor Agreement
IRS Section 1244 Corporate Stock
Labor Law Notices
Lease Reviews
Lender’s Agreement and Promissory Note
Mail Forwarding
Minority Business Certification
Notice of Acknowledgement of Pay Rate and Payday
Ongoing Legal Assistance
Perfecting any Lien Created by the Security Agreement
Privacy Policy for Your Website
Qualified Sub Chapter S Subsidiary
Security Agreement
Service Agreements

Service Agreements
Service Disabled Veteran Small Business Certification
Sexual Harassment Prevention Policy
Shareholder Divorce Protection
Shareholder’s Restrictive Agreement
Start-Up Money for Your Business
State New Hire Reporting
State Sales Tax Number
State Servicemark
State Trademark
State Unemployment Tax Account Number
Stock Options
System for Award Management (SAM) Number
Taxpayer Identification Number for Foreigner
Terms and Conditions for Your Website
USDOT Number
Veteran Owned Small Business Certification
Women Owned Business Certification
Worker’s Compensation Exemption Registration for Construction
Worker’s Compensation Exemption Registration for Non-Construction

Spiegel & Utrera, P.A.

Weekdays from 8:30am to 5:30pm
Unlimited Legal Advice: $139.95 Per Year
9 Locations in 9 American States
1-800-603-3900

Gonzalo Estrada

★★★★★

Great service, great price. Very professional law firm. Staff Is extremely helpful and knowledgeable. Thank you Spiegel & Utrera for helping me start my company.

What is a Real Estate Dispute? | Real Estate Lawyer

February 18, 2019 Spiegel & Utrera, P.A.

WHAT IS A REAL ESTATE DISPUTE?

Real estate disputes can cost you quite a bit of money—regardless if you’re a person buying a home or a corporation leasing commercial real estate. A carefully crafted contract can avoid a lot of the pitfalls.

Types of Real Estate Disputes include:

Breach of Contract: A breach of contract is a legal civil matter in which one or more parties fail to meet the responsibilities of a binding agreement or by intervening—keeping the other party from fulfilling their obligations. Neglecting to perform any of the terms of a contract without a valid legal reason will end in a breach of contract. The types of contracts include written contracts and verbal contracts. Written contracts easily present proof for breach of contract in court, and help ensure that both parties uphold the terms of an agreement. Conversely, presenting proof of a breach of contract for a verbal agreement is much more difficult and entails supporting paperwork such as e-mails, quotes, invoices, and notes.

Specific Performance: This is where forcing the party at fault to pay monetary damages isn’t enough—requiring particular action or a cease thereof on their part.

Boundary disputes or border disputes are the reason for many neighbor disputes. Surprisingly, not a lot of people know where the exact line of their property is or what the precise edges of their boundaries are. The boundary dispute can also be due to both neighbors possessing deeds that claim bits of the same land.

Co-owner disputes may arise when one owner refuses to pay rent or compensate the other owner, or pay their share of property expenses. Co-owners also disagree on management issues and can’t come to a compromise on how to handle and use the property. Unless declared in an agreement, co-owners have equal rights to the property—and responsibilities. A co-owner dispute may also take place when one party decides to end the co-ownership.

Title disputes may come up when the owners don’t agree over who owns a specific part of the land or property. The deeds created in recent times outline property boundaries a lot better than they used to. These types of disputes aren’t common and usually arise when one neighbor decides to build a new construct like a fence or a shed.

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HOW TO PREVENT A REAL ESTATE DISPUTE?

Knowing your title, deed and property records in every aspect and installing a contract that covers all your bases is the best way to make sure that property disputes don’t happen, get easily resolved in your favor if they do, and prevent you from any losses. The attorneys at Spiegel & Utrera—with 175 years of experience, can help you establish an iron-clad agreement without breaking the bank! Give us a call at (800) 603-3900.

DON’T SIGN THAT LEASE—let our attorneys review your lease first. With over 175 years of experience and 265,000 clients, we can make sure you’re aware of all the legal implications in what you’re signing. Avoid future headaches from property disputes, breaches of contract, fees, damages, and legal action.

CREATE A LEASE AGREEMENT—don’t settle for a free template! Formulate a lease agreement with knowledge of the legal implications of your property and business in mind. We compose business and property specific terms that avoid pitfalls and cover all your bases with both a short-term and long-term application.

WHAT ARE THE REMEDIES FOR A REAL ESTATE DISPUTE?

In most cases, awarding monetary compensation to the non-liable or non-breaching party for losses would remedy the real estate dispute. Other remedies for real estate disputes include:

Injunctions to discontinue or prevent an action from the liable or breaching party.
Fines or penalties, to the breaching party as punishment and to discourage others from similar action.
Specific performance that requires one party to perform towards completing their contractual obligations.
A Judicial Lien on the property until all debts and compensatory action is fulfilled.

DO I NEED AN ATTORNEY?

Real estate disputes might suggest a variety of legal remedies—whether it be from a buyer’s or seller’s perspective. Hiring an experienced attorney knowledgable in the legal implications of your real estate property, the type of business it is, and the laws in the area—can save you a ton of money, time, and nuisances. Fill out the contact form below for immediate assistance, or give us a call at (800) 603-3900 for a free consultation.

SUBMIT CONTACT DETAILS

If you are a member of Spiegel & Utrera, P.A.’s General Counsel Club and have business related questions, call 1-800-734-9900 or clubassist@amerilawyer.com for assistance.
REMEMBER, as a member of the General Counsel Club, you receive unlimited legal, business, credit and tax advice all year long.

Spiegel & Utrera, P.A.

Weekdays from 8:30am to 5:30pm
Unlimited Legal Advice: $139.95 Per Year
9 Locations in 9 American States
1-800-603-3900

Gonzalo Estrada

★★★★★

Great service, great price. Very professional law firm. Staff Is extremely helpful and knowledgeable. Thank you Spiegel & Utrera for helping me start my company.

What is a Breach of Contract? | Business Lawyer

February 15, 2019 Spiegel & Utrera, P.A.

WHAT IS A BREACH OF CONTRACT?

A breach of contract is a legal civil matter in which one or more parties fail to meet the commitments of a binding agreement or by interfering—keeping the other party from fulfilling their obligations. Failing to perform any of the terms of a contract without a valid legal reason will result in a breach of contract. The types of contracts include written contracts and verbal contracts. Written contracts easily provide proof for breach of contract in court, and help ensure that both parties uphold the terms of an agreement. Conversely, presenting proof of a breach of contract for a verbal agreement is much more difficult and requires supporting paperwork such as e-mails, quotes, invoices, and notes.

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WHAT TYPES OF BREACH OF CONTRACT ARE THERE?

The types of breach of contract include:

MATERIAL BREACH

A Material Breach of Contract means that a party delivered something significantly different than what they agreed to and specified in the contract. As an example, completing a deadline a day later than stipulated would be a minor breach, whereas providing a product or service outside of specifications may be a material breach.

ANTICIPATORY BREACH

An Anticipatory Breach of Contract occurs when a breach of contract is expected due to a party refusing or being unable to fulfill their end of the deal or failing to timely satisfy conditions, giving the other party enough proof or reason to believe that the agreement will result incomplete by the due date.

MINOR BREACH

A Minor or Partial Breach of Contract suggests that a party has met the primary commitments of a contract but failed to satisfy a condition, minor term, or part of their responsibilities. This minor breach of contract may still be significant if it results in damages.

ACTUAL BREACH

An Actual Breach of Contract means that one party refused to do what the terms said they would do by the deadline, or failed to fully deliver as promised.

FUNDAMENTAL BREACH

A Fundamental Breach of Contract is when one party breaks the terms of the contract, potentially allowing the other party to sue for damages and end the contract.

WHAT HAPPENS IF THERE IS A BREACH OF CONTRACT?

The first thing you may want to do is check the contract to see if there’s any terms or conditions in place for the event of a contract breach. Next, let the other party know that a breach of contract has occurred. Providing the court with proof that you notified the other party and tried to correct the breach of contract can only help your case. Compile every related record, document or paperwork and talk to a reliable business lawyer. If you need business legal advice, please give us a call; Spiegel & Utrera, P.A. is a fully licensed business law firm that delivers professional legal services at extremely affordable prices.

SUBMIT CONTACT DETAILS

WHAT ARE THE REMEDIES OF A BREACH OF CONTRACT?

In the case of a breach of contract, there are several methods to remedy the situation. The primary objective of remedies in contract law is to make sure that the non-breaching party ends up in the position they would have been in if the breaching party had performed as the contract promised. Some of the remedies for breach of contract include:

COMPENSATORY DAMAGES:

the party at fault for the breach of contract pays compensation for any damages incurred by the breach, along with payment to the non-breaching party for hiring someone else to complete what they failed to deliver—among any other losses.

PUNITIVE DAMAGES:

may be given out to punish the wrongful party and to deter others from doing the same. Punitive damages typically apply to a party that acted maliciously, fraudulently, willfully.

BREACH OF CONTRACT AND MANDATORY ARBITRATION

When drafting a contract, both parties should pay very close attention to what will happen in the event of a breach. As a signatory, you should be able to predict what exactly will happen legally if a party were to breach the contract. For example, including a mandatory arbitration clause in the event of a lawsuit can be an effective method for resolving future disputes. In arbitration, the dispute is submitted to a third-party (arbitrator) that settles the dispute after hearing a presentation by both parties. Arbitration, most of the time, is much less expensive than the court process. There are lower costs in arbitration than there are in for preparing for trial. The rules of evidence are usually more relaxed than in a trial—therefore, documents can be submitted without using formal court procedures.

WHAT CAN YOU SUE FOR IN A BREACH OF CONTRACT?

You can sue for compensatory damages to recover from any losses incurred by the breach of contract. You can also claim consequential damages for the loss of profits you would have earned if the breaching party performed as promised. Liquidated damages typically occur if there is a condition in the agreement that outlines the penalty or compensation for a breach of contract. The non-breaching party may also be awarded Equitable Relief in place of monetary damages, which forces the breaching party to discontinue or take a specified action in relief of the injured party.

HOW MUCH CAN YOU SUE FOR IN A BREACH OF CONTRACT?

You can sue for a breach of contract in a small claims court for dollar amounts ranging from $1,500 to $15,000. If the compensation you are pursuing exceed the power of a small claims court, consider suing in a civil trial court. Though able to represent yourself in both courts, you should hire a lawyer to attain maximum compensation and cover all your bases.

CLICK HERE FOR A FREE CONSULTATION

OTHER WAYS WE CAN HELP

Agreement Reviews
An Employee Manual
An Employee Warning Notice
Anonymity
Asset Purchase Agreements
Authorization for Release of Information for Employment Screening
Avoiding Probate with the use of an Ownership Trust for Corporate Stock
Bank letter
Business license
Capital stock, non-voting stock, preferred stock
Certificate of Good Standing
Choosing a Name for Your Corporation
Corporate Stock Purchase Agreements
D & B Number
Daily/Weekly Time Record
Employee Benefits & Policies
Employment Agreement
European Union Save Harbor Website Privacy Policy
Federal Copyright for Your Website
Federal Servicemark

Federal Tax ID Number
Federal Trademark
Fictitious, Assumed or Alternate Business Name
Franchise Agreements
Franchise Agreements Review
Indemnification Agreement
Independent Contractor Agreement
IRS Section 1244 Corporate Stock
Labor Law Notices
Lease Reviews
Lender’s Agreement and Promissory Note
Mail Forwarding
Minority Business Certification
Notice of Acknowledgement of Pay Rate and Payday
Ongoing Legal Assistance
Perfecting any Lien Created by the Security Agreement
Privacy Policy for Your Website
Qualified Sub Chapter S Subsidiary
Security Agreement
Service Agreements

Service Agreements
Service Disabled Veteran Small Business Certification
Sexual Harassment Prevention Policy
Shareholder Divorce Protection
Shareholder’s Restrictive Agreement
Start-Up Money for Your Business
State New Hire Reporting
State Sales Tax Number
State Servicemark
State Trademark
State Unemployment Tax Account Number
Stock Options
System for Award Management (SAM) Number
Taxpayer Identification Number for Foreigner
Terms and Conditions for Your Website
USDOT Number
Veteran Owned Small Business Certification
Women Owned Business Certification
Worker’s Compensation Exemption Registration for Construction
Worker’s Compensation Exemption Registration for Non-Construction

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Spiegel & Utrera, P.A.

Weekdays from 8:30am to 5:30pm
Unlimited Legal Advice: $139.95 Per Year
9 Locations in 9 American States
1-800-603-3900

Gonzalo Estrada

★★★★★

Great service, great price. Very professional law firm. Staff Is extremely helpful and knowledgeable. Thank you Spiegel & Utrera for helping me start my company.

C-Corporation | Corporate Law Firm Miami

January 25, 2019 Spiegel & Utrera, P.A.

What is a C-Corporation? | Defining a C-Corporation

A C-Corporation is the most common type of business structure and is known to be the standard corporation. Directors lead the C-Corporation as a sort of council that decides on important business decisions. It has officers that manage the different elements and departments of the C-Corporation and shareholders that own a percentage of the C-Corporation as shares of stock. A C-Corporation can have multiple stock types, an unlimited number of shareholders, the liberty to sell stock freely, and infinite potential for growth. Read on and learn about the C-Corporation so that you may make an educated decision on whether it’s right for your business.

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Each Corporation or Limited Liability Company is COMPLETE
INCLUDES State Filing Fee, “YES! Includes State Filing Fee”
INCLUDES Corporate or Company Seal and Book
INCLUDES Certificate or Articles of Incorporation or Organization
INCLUDES Company or Corporate Minutes
INCLUDES Corporate By Laws or LLC Regulations
INCLUDES Corporate or LLC Ownership Register
INCLUDES Banking Resolution
INCLUDES Membership or Stock Certificate
INCLUDES Preliminary Name Search
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Yes, even INCLUDES Attorney’s Fee (No Hidden Attorney Fees).

What’s the secret to such great prices?

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C-Corporation Taxes, Tax Rates, and Tax Forms

A C-Corporation has a corporate income tax rate of 21%. C-Corporation owners must file both personal income and business taxes separately. You—as a shareholder, will be taxed on your earnings and your C-Corporation on its profits. This double taxation is a big determining factor to whether forming a C-Corporation is appropriate for your business. A Limited Liability Company (LLC) and an S Corporation have what is known as ‘flow-through’ or ‘pass-through‘ taxation. Those type of entities report income on a personal income tax return. Single-member LLCs file a Schedule C Form 1040 and S Corporations file on a Schedule K-1 Form 1120S. Both may be liable to employment taxes if they have employees. C-Corporations file on Form 1120, Forms 940 and 941 for employment taxes, and may even pay franchise taxes in some states.

C-Corporation Advantages | The Pros

Let’s go over some of the pros and cons of the C-Corporation, starting with the advantages. First, the protection of personal assets such as your bank account or home through having limited liability status. Secondly—access to funding through a variety of stock options with the potential to sell them to an unlimited number of shareholders. It’s also easier for C-Corporations to get funding from investors and lenders, being that it may be safer to lend or invest in a C-Corporation over a smaller entity like a Sole Proprietorship. C-Corporations are better at hiring and retaining high-level talent by offering them stock options. C-Corporations have the rights privileged by the Fifth and Fourteenth Amendments, among the freedom of speech granted by the First Amendment. It’s also very simple to form a C-Corporation.

C-Corporation Disadvantages | The Cons

As for some of the disadvantages of the C-Corporation, it depends on several factors concerning your business. In which case it may be more beneficial to start an S Corporation or LLC instead. The first and biggest shortcoming is the double taxation present for C-Corporations. Depending on your state, you may also have to pay the franchise tax. You and the other shareholders also can’t deduct any corporate losses on their taxes—wherein S Corporations you could. C-Corporations are also a bit more complicated to maintain. You may need to pay annual state fees and file annual reports, have a corporate seal and book, keep corporate minutes of shareholder meetings—among other records of corporate operations. C-Corporations in California have to pay ‘The California Franchise Tax’ of $800 a year. Most states have annual filing requirements for C-Corporations to maintain an active status. Failure to submit a filing can result in your entity getting dissolved or even the possible loss of your C-Corporation’s name.

Forming, Starting, and Establishing a C-Corporation

You can choose to use an online service to start a C-Corporation, and typically, you’ll get the articles of incorporation and an Employee Identification Number (EIN). They may not or cannot provide you with everything else you need: For starters, elements of a corporate kit that satisfy federal and state demands; such as the minute book, stock certificates, ownership registration, and by-laws. They also might not be attorneys and cannot provide you with the legal advice necessary to prevent negative legal implications. By giving you a complete corporate kit and rendering free legal advice we ensure that you don’t: risk money, time, getting sued, or the loss of your business licenses. We’ve helped over 265,000 clients incorporate or form a company. We give you our ‘110% lowest price guarantee’ so that you get a fair deal while being a defense for your business that shields you from losses and negative legal implications.

LLC vs C-Corporation

An LLC, like a C-Corporation, has limited liability protection for all its owners—known as members in an LLC. Single-member LLC’s, for tax purposes, are pass-through and disregarded as separate entities from their owner. The member reports business income on personal taxes. An LLC could choose to be taxed as a C-Corporation by filing Form 8832. Both the LLC and C-Corporations may be liable to pay employment taxes. An LLC doesn’t have shareholders or stocks; they exchange and transfer financial interest through a membership certificate. A member may only transfer financial interest—not management rights unless stated otherwise in the operating agreement. The LLC elects members in the Certificate of Organization during its formation. Beyond that, new members can be chosen by the unanimous vote of all members or based on the rules within the operating agreement. Nearly all of the LLC’s business rules—from the method of accepting new members to profit distribution—can be declared in the operating agreement. If you’re thinking of starting an LLC, a legal entity—our law firm can assist you with forming an LLC. At Spiegel & Utrera, P.A. we provide the client with a Complete Corporate Kit and legal advice for your formation.

CLICK HERE TO FORM LLC ONLINE NOW

S Corporation vs C-Corporation

In regards to taxes—an S Corporation is the most tax-advantageous class of corporation you can own! You have to meet some requirements to form an S Corporation, but you’ll get to enjoy distinct advantages. Like a C-Corporation, you can have shareholders and stocks, but you can’t have more than one class of stock and 100 shareholders. You also can’t establish an S Corporation if your business is a bank or insurance company. Like the C-Corporation and Limited Liability Company, you also receive the limited liability status. You get pass-through taxation, and only pay taxes for your business income on a personal return; avoiding a C-Corporation’s double taxation. Though if you have employees, you might have to pay employment taxes as well. We understand that incorporating online involves some research; when you’re ready, get someone on your side that can answer all your legal questions and give quality service at a great price!

STARTING A CORPORATION

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✔ Includes State Filing Fee!	✔ Articles of Incorporation	✔ Articles of Incorporation
✔ Corporate Book and Seal	✔ By Laws
✔ Articles of Incorporation	✔ Preliminary Name Clearance
✔ Corporate Minutes	✘ Non-Lawyer; No Legal Advice
✔ Corporate By-Laws	✘ No Complete Corporate kit
✔ Ownership Register	✘ Charges State Filing Fee
✔ Banking Resolution
✔ Stock Certificate
✔ Preliminary Name Search
★ Free Legal Advice
★ 110% Lowest Price Guarantee
ORDER NOW		Spiegel & Utrera, P.A.
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Agreement Reviews
An Employee Manual
An Employee Warning Notice
Anonymity
Asset Purchase Agreements
Authorization for Release of Information for Employment Screening
Avoiding Probate with the use of an Ownership Trust for Corporate Stock
Bank letter
Business license
Capital stock, non-voting stock, preferred stock
Certificate of Good Standing
Choosing a Name for Your Corporation
Corporate Stock Purchase Agreements
D & B Number
Daily/Weekly Time Record
Employee Benefits & Policies
Employment Agreement
European Union Save Harbor Website Privacy Policy
Federal Copyright for Your Website
Federal Servicemark

Federal Tax ID Number
Federal Trademark
Fictitious, Assumed or Alternate Business Name
Franchise Agreements
Franchise Agreements Review
Indemnification Agreement
Independent Contractor Agreement
IRS Section 1244 Corporate Stock
Labor Law Notices
Lease Reviews
Lender’s Agreement and Promissory Note
Mail Forwarding
Minority Business Certification
Notice of Acknowledgement of Pay Rate and Payday
Ongoing Legal Assistance
Perfecting any Lien Created by the Security Agreement
Privacy Policy for Your Website
Qualified Sub Chapter S Subsidiary
Security Agreement
Service Agreements

Service Agreements
Service Disabled Veteran Small Business Certification
Sexual Harassment Prevention Policy
Shareholder Divorce Protection
Shareholder’s Restrictive Agreement
Start-Up Money for Your Business
State New Hire Reporting
State Sales Tax Number
State Servicemark
State Trademark
State Unemployment Tax Account Number
Stock Options
System for Award Management (SAM) Number
Taxpayer Identification Number for Foreigner
Terms and Conditions for Your Website
USDOT Number
Veteran Owned Small Business Certification
Women Owned Business Certification
Worker’s Compensation Exemption Registration for Construction
Worker’s Compensation Exemption Registration for Non-Construction

Spiegel & Utrera, P.A.

Weekdays from 8:30am to 5:30pm
Unlimited Legal Advice: $139.95 Per Year
9 Locations in 9 American States
1-800-603-3900

Gonzalo Estrada

★★★★★

Great service, great price. Very professional law firm. Staff Is extremely helpful and knowledgeable. Thank you Spiegel & Utrera for helping me start my company.

Pros and Cons of Sole Proprietorship

January 22, 2019 Spiegel & Utrera, P.A.

WHAT IS A SOLE PROPRIETORSHIP?

A Sole Proprietorship is a type of business entity with a single owner, having the perk of being very simple to start. Just pick a name—yours or a fictitious name (also known as ‘doing business as’), get the licenses you need, and you’re ready to go. Sole Proprietorships also get the advantage of being a ‘pass-through entity,’ which eludes the double taxation you’d get from owning a regular C-corporation. It’s easy, simple, and avoids unnecessary taxes; so why is it that we haven’t recommended it to our past 265,000 clients? Read on!

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Pros and Cons of a Sole Proprietorship

Sole proprietorships are popular among independent contractors, consultants, and other small business owners. A sole proprietorship is not a separate entity from its owner and doesn’t yield to a lot of government regulations. Let’s cover the advantages and disadvantages of starting a sole proprietorship:

Advantages of a Sole Proprietorship:

Full control of Business; sole owner.
You alone call all the shots; make all decisions; have the final say, in all aspects of your business.
Sole proprietor receives all profits.
As a sole proprietor, all the profits in your business flow directly and solely to you.
Access to business loans
Though unincorporated, a Sole Proprietorship is a business entity and has access to business loans. However, you will be personally liable for all debts to creditors.
Simple and easy to start
No state filings, no state annual reports, few formalities, less fees; Register a name, get your license, and go!
Easy record-keeping requirements
Record keeping is relatively straight-forward when you’re the sole owner and funnel for all income and expenses.
Being a Pass-through Entity; Better Tax Rates
Owners of a sole proprietorship don’t have to file both business and personal taxes (read more on taxes below)

Disadvantages of a Sole Proprietorship:

Unlimited Liability; You May Lose Your Personal Assets
Unlike a Corporation or a Limited Liability Company (LLC), Sole Proprietorship owners are personally responsible for all debts and claims against their business. If anyone wanted to take legal action against an LLC, they could only sue the business entity, not the owners. A Sole Proprietor lacks liability protection and risks losing their personal assets.
Taxes (Read more on Sole Proprietorship Taxes below)
There’s no contrast between personal and business income from a tax perspective. The tax rates for income from a Sole Proprietorship depend on individual tax bracket.
Hard to Raise Money
Business Lenders typically prefer to work with ‘limited companies’, partly due to a Sole Proprietorships lack of shareholders, partners, and members. You also can’t raise capital by selling an interest or share in the business. If you need to raise money for your business, check out our services.

SOLE PROPRIETORSHIP TAXES

A sole proprietor reports the earnings of his or her business to the IRS as personal income. You must file Schedule C (Form 1040)—along Schedule SE to determine how much self-employment tax you owe. The IRS requires you to pay unemployment tax for your employees, but not yourself; which unfortunately means that you won’t get unemployment if the business flops.

Sole Proprietorship Tax Rates and Tax Bracket

The tax rates for the income of a Sole Proprietorship will depend on the owner’s tax bracket. For example, if your Sole Proprietorship profited $550,000 after expenses—even if you only paid yourself $100,000—you will still be in the 37% tax bracket, not the 22% (according to 2019 rates). Making you pay more in unnecessary taxes!

LLC VS SOLE PROPRIETORSHIP

The difference between a sole proprietorship and a LLC:

A Limited Liability Company (LLC)—unlike a Sole Proprietorship—provides its owners with liability protection. The company is an entity separate from its owners and responds to any debt, claims or legal action with company assets; protecting personal assets. An LLC even has the ‘pass-through’ or ‘flow-through’ tax treatment of a Sole Proprietorship; avoiding the double taxation of a C-corporation.

It’s also easier to raise capital as an LLC since lenders prefer working with them over Sole Proprietorships. If you work from home or use personal assets for your business, you could have the LLC lease the home office or other assets from you; enabling you to write off the use of personal assets as business expenses.

Quick tip! We can help you create a custom lease agreement for your assets; call us at 1-800-603-3900. You can also click below to Form an LLC online and select the Lease Agreement of choice as an added service!

CLICK HERE TO FORM AN LLC ONLINE

S-CORPORATION VS SOLE PROPRIETORSHIP

Unlike a Sole Proprietorship, an S-Corporation has limited liability; which protects the owner. Like a Sole Proprietorship, an S-Corporation has pass-through tax treatment; avoiding double taxation. However, since a Sole Proprietorship is not a separate entity from its owner, both your personal and business incomes are counted as one towards determining your tax bracket. Unfortunately, this may typically result in a Sole Proprietorship having higher tax rates than an S-Corporation. Costing you money you didn’t have to pay!

CLICK HERE TO INCORPORATE ONLINE

SHOULD YOU START A SOLE PROPRIETORSHIP?

We highly advise that you don’t start a Sole Proprietorship! After helping more than 265,000 clients start, expand, buy and sell businesses—we’ve yet to come across a case where a Sole Proprietorship would be advantageous over the many other business options out there. Spiegel & Utrera, P.A. is a fully licensed law firm that delivers professional legal services at extremely affordable prices.

We recommend that you open up an S-Corporation or an LLC instead. Starting a business with us gets you a complete corporate or company kit along with free legal advice; a package with a price that you won’t find anywhere!

Each Corporation or Limited Liability Company is COMPLETE;

INCLUDES State Filing Fee, “YES! Includes State Filing Fee”
INCLUDES Corporate or Company Seal and Book
INCLUDES Certificate or Articles of Incorporation or Organization
INCLUDES Company or Corporate Minutes
INCLUDES Corporate By Laws or LLC Regulations
INCLUDES Corporate or LLC Ownership Register
INCLUDES Banking Resolution
INCLUDES Membership or Stock Certificate
INCLUDES Preliminary Name Search
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Yes, even INCLUDES Attorney’s Fee (No Hidden Attorney Fees).

What’s the secret to such great prices?

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Weekdays from 8:30am to 5:30pm
Unlimited Legal Advice: $139.95 Per Year
9 Locations in 9 American States
1-800-603-3900

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My attorney for 30 years. They really do more than just set up corporations. I needed somebody to help me out of a serious legal matter they were able to take on the case for less than 1/2 of what the other attorney was charging me. Become a member of their Club it's like a hundred forty bucks a year and you get all the free legal advice you want. What a cheap insurance policy. I am so glad that I have them on my side.

Pass Through Entity | What is a Pass Through Entity?

January 16, 2019 Spiegel & Utrera, P.A.

PASS THROUGH ENTITY

A pass through entity—also known as a flow-through entity—is a type of business structure that avoids double taxation by having its income and losses taxed only at the member level. The government regards income from a pass through entity as that of the owners, shareholders, partners or members—therefore the business itself isn’t taxed. The amount of tax a member has to pay depends primarily on their income levels.

Types of Pass through Entities Include:

Each Corporation or Limited Liability Company is COMPLETE

Yes, even INCLUDES Attorney’s Fee (No Hidden Attorney Fees).

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We Can Help!
Spiegel & Utrera, P.A. can assist you with determining which type of pass through entity is right for you and your business, give us a call at 1-800-603-3900 or place an order online.

Pass Through Entity Business

The types of business entities that are not pass through entities are C corporations, along with LLC’s and S corporations that choose taxation as a corporate entity—which they might arrange if they have a large number of investors or if there’s a lot of risk for them in the business venture.

Pass Through Entity Income

Pass through entity income includes:

Pass Through Entity income from a Partnership
Pass Through income from an S Corporation
Pass Through income from Rental Properties
Pass Through income from a Sole Proprietorship
Pass Through income from a Limited Liability Company

Pass through Tax

Unlike the pass through tax structure of an S Corporation, the double taxation that a regular corporation is subject to could result in a combined tax rate of 70% or higher! A Sub-Chapter S Corporation has a pass through tax arrangement that is exempt from federal and state corporate Income Tax so that the earnings of the Corporation flow directly to the owners. This pass through tax formation offers an attractive form of doing business because it combines the business and legal characteristics of a corporation with many of the pass through tax characteristics of a partnership.

S Corporation Taxes

If you are a Citizen or Permanent Resident of the United States, it is the most tax-favorable type of Corporation you can have! It can enjoy distinct tax advantages, but it does come with conditions:

It can’t be a domestic, international sales organization, possessions corporation, insurance company or bank.
It can’t have more than 100 shareholders.
Must not have shareholders other than individuals, estates, certain trusts, or certain tax-exempt organizations.
Must not have non-resident alien shareholders.
Must not have more than one class of stock.

INCORPORATE ONLINE

LLC Pass Through Taxes

A Limited Liability Company (LLC) taxed as a partnership—or sole proprietorship—may have advantages over an S Corporation. The amount of a Subchapter S Corporation shareholder’s deductible losses is limited to the sum of the shareholder’s basis in his stock and any loans from the shareholder to the corporation. In contrast, a partner can deduct losses in an amount up to the sum of the basis in the partnership interest, the allocable share of partnership income, and his allocable share of qualifying partnership debt.

How the taxes work is simple; For example, each of 10 individuals contributes $100,000 to acquire an office building, then the entity borrows from a bank an extra $5,000,000 as the balance of the building’s $6,000,000 purchase price. If taxed as an S Corporation, each shareholder has a loss-deductions confined to $100,000. However, if the entity is an LLC taxed as a partnership, each member can deduct losses up to $600,000 ($100,000 basis plus $500,000 share of the entity’s debt). These losses may then be used by the individuals to offset other income they may have from other sources.

FORM A LIMITED LIABILITY COMPANY

Partnership Taxes

A general partnership has flow-through tax treatment under Subchapter K of the Internal Revenue Code and therefore a general partnership is not subject to direct taxation. Instead, the partnership must file a return and the partners assume liability for their share of the general partnership’s gain or loss on a form and their individual returns. Avoiding the entity level tax ensures that income flowing into a general partnership is taxed only once.

A general partnership does not have limited liability, meaning that creditors can reach business and personal assets from the partners. For this reason, we advise that clients form a limited liability partnership (if you are involved in the professions of public accountancy, the practice of law, architecture or related to such practice), a limited liability company or a corporation.

START A PARTNERSHIP

Sole Proprietorship Taxes

A sole proprietorship has the same flow-through tax benefit of being a pass through entity—like an S corporation or LLC—but a sole proprietorship does not possess the liability protection of the latter two. Having limited liability protects your car, boat, house, and other personal assets from being used to pay debts; it separates you and your business as different legal entities. A sole proprietorship means that you have unlimited liability and full personal responsibility for all debts and legal actions facing your business.

THIS IS NOT RECOMMENDED! Call 1-800-603-3900 for sound legal advice.

At Spiegel & Utrera, P.A. We provide you with information, guidance and counsel based on our 175 years of legal experience. There are no hidden attorneys’ fees. No Credit Card is required to place your order. Using a reputable law firm to incorporate or organize your Corporation, LLC, Non-profit, or Partnership will ensure that all your bases are covered—preferably with one that provides you with legal advice and assistance beyond incorporation. Give us a call at 1-800-603-3900 or place an order online.

Other Ways We Can Help

Agreement Reviews
An Employee Manual
An Employee Warning Notice
Anonymity
Asset Purchase Agreements
Authorization for Release of Information for Employment Screening
Avoiding Probate with the use of an Ownership Trust for Corporate Stock
Bank letter
Business license
Capital stock, non-voting stock, preferred stock
Certificate of Good Standing
Choosing a Name for Your Corporation
Corporate Stock Purchase Agreements
D & B Number
Daily/Weekly Time Record
Employee Benefits & Policies
Employment Agreement
European Union Save Harbor Website Privacy Policy
Federal Copyright for Your Website
Federal Servicemark

Federal Tax ID Number
Federal Trademark
Fictitious, Assumed or Alternate Business Name
Franchise Agreements
Franchise Agreements Review
Indemnification Agreement
Independent Contractor Agreement
IRS Section 1244 Corporate Stock
Labor Law Notices
Lease Reviews
Lender’s Agreement and Promissory Note
Mail Forwarding
Minority Business Certification
Notice of Acknowledgement of Pay Rate and Payday
Ongoing Legal Assistance
Perfecting any Lien Created by the Security Agreement
Privacy Policy for Your Website
Qualified Sub Chapter S Subsidiary
Security Agreement
Service Agreements

Service Agreements
Service Disabled Veteran Small Business Certification
Sexual Harassment Prevention Policy
Shareholder Divorce Protection
Shareholder’s Restrictive Agreement
Start-Up Money for Your Business
State New Hire Reporting
State Sales Tax Number
State Servicemark
State Trademark
State Unemployment Tax Account Number
Stock Options
System for Award Management (SAM) Number
Taxpayer Identification Number for Foreigner
Terms and Conditions for Your Website
USDOT Number
Veteran Owned Small Business Certification
Women Owned Business Certification
Worker’s Compensation Exemption Registration for Construction
Worker’s Compensation Exemption Registration for Non-Construction

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Incorporate | LLC’s | Corporations

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Spiegel & Utrera, P.A.

Weekdays from 8:30am to 5:30pm
Unlimited Legal Advice: $139.95 Per Year
9 Locations in 9 American States
1-800-603-3900

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Great service, great price. Very professional law firm. Staff Is extremely helpful and knowledgeable. Thank you Spiegel & Utrera for helping me start my company.

What to do when a contractor does poor work?

What to do if a contractor breaches contract?

What recourse do I have against a contractor?

Home improvement and contractors

How to sue a contractor

What is Probate?

What Types of Assets are Subject to Probate?

How to Avoid Probate?

What is a Living Trust?

How Can I Transfer Assets To The Trust?

How To Create a Living Trust

What Foreclosure Means

What is Pre-Foreclosure?

How Long Do Homeowners Have to Leave Their Home in a Foreclosure?

What is a Short Sale?

What is Strategic Default?

Mortgage Foreclosure is Debt Collection

What to Expect in a Foreclosure?

WHAT IS EMPLOYMENT DISCRIMINATION?

WHAT ARE THE TYPES OF EMPLOYMENT DISCRIMINATION?

OLDER WORKERS AND AGE DISCRIMINATION CLAIMS

PREGNANCY IN THE WORKPLACE

LIABILITY FOR SEXUAL HARASSMENT OF EMPLOYEES

EMPLOYER LIABILITY FOR HARASSMENT AT WORK

THE BENEFITS OF EMPLOYMENT AGREEMENTS

HOW DO YOU PROVE EMPLOYMENT DISCRIMINATION?

Spiegel & Utrera, P.A. Radio Show on our YouTube Channel!

WHAT IS INTELLECTUAL PROPERTY?

What Types of Intellectual Property are there?

Do I Need a Lawyer?

WHAT IS A COPYRIGHT?

What is Fair Use in Copyright Law?

What is a Trade Secret Copyright?

WHAT IS A TRADEMARK?

What are the Trademark or Servicemark Registration Requirements?

WHAT IS A TRADE DRESS?

What is the difference between Trade Mark and Trade Dress?

PROTECTING YOUR BUSINESS’ INTELLECTUAL PROPERTY

WHAT IS A REAL ESTATE DISPUTE?

HOW TO PREVENT A REAL ESTATE DISPUTE?

WHAT ARE THE REMEDIES FOR A REAL ESTATE DISPUTE?

DO I NEED AN ATTORNEY?

WHAT IS A BREACH OF CONTRACT?

WHAT TYPES OF BREACH OF CONTRACT ARE THERE?

WHAT HAPPENS IF THERE IS A BREACH OF CONTRACT?

WHAT ARE THE REMEDIES OF A BREACH OF CONTRACT?

BREACH OF CONTRACT AND MANDATORY ARBITRATION

WHAT CAN YOU SUE FOR IN A BREACH OF CONTRACT?

HOW MUCH CAN YOU SUE FOR IN A BREACH OF CONTRACT?

Spiegel & Utrera, P.A. Radio Show on our YouTube Channel!

What is a C-Corporation? | Defining a C-Corporation

C-Corporation Taxes, Tax Rates, and Tax Forms

C-Corporation Advantages | The Pros

C-Corporation Disadvantages | The Cons

Forming, Starting, and Establishing a C-Corporation

LLC vs C-Corporation

S Corporation vs C-Corporation

WHAT IS A SOLE PROPRIETORSHIP?

Pros and Cons of a Sole Proprietorship

Advantages of a Sole Proprietorship:

Disadvantages of a Sole Proprietorship:

SOLE PROPRIETORSHIP TAXES

Sole Proprietorship Tax Rates and Tax Bracket

LLC VS SOLE PROPRIETORSHIP

S-CORPORATION VS SOLE PROPRIETORSHIP

SHOULD YOU START A SOLE PROPRIETORSHIP?

PASS THROUGH ENTITY

Pass Through Entity Business

Pass Through Entity Income

Pass through Tax

S Corporation Taxes

LLC Pass Through Taxes

Partnership Taxes

Sole Proprietorship Taxes

Spiegel & Utrera, P.A. Radio Show on our YouTube Channel!

Spiegel & Utrera, P.A.

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