Registered Agent 101 and Why You Need an Attorney Registered Agent

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

The importance of a Registered Agent

Registered agents are one of the most important things to consider when starting a new business. All corporations, non-profits, limited liability companies, and partnerships are legally required to appoint a registered agent, and failing to choose the right one can lead to disaster for your business. We’ll provide you with everything you need to know so that you can make an educated decision and avoid the trouble of privacy breaches, defaulted lawsuits, and bad standing with the state—which can all lead to the loss of your business entity, license, assets, and more. We’ll also go over the advantages of having a law office as a registered agent.

What is a Registered Agent?

A registered agent—also known as a statutory agent or agent for service of process—is a party, entity, or person appointed to receive important state and court correspondences such as annual state filings, tax notices, court notices and other articles of official documentation. Registered agents routinely receive important mail from the state and service of process. Service of process is the document which initiates a lawsuit against your company and starts the statute of limitations. The registered agent will collect the official mail or notifications, then process and communicate them accordingly to the business owner.

Role and Benefits of a Registered Agent

Again, state government requires you to provide someone as a point of contact for your business at all times to accept documents on your behalf. A registered agent is particularly important if you don’t have a physical location in that state, since P.O. boxes don’t fulfill this requirement.

A registered agent will help you:

Avoid fines and penalties by ensuring that you receive official letters in a timely manner.
You also have the benefit and freedom of being away or unavailable during normal business hours without missing a beat.
Another one is having privacy and anonymity, since public records only show the registered agents address instead of yours.
You can also change locations without having to file a change of address with the State.
And disarming yourself of the legal responsibility of receiving official mail, staying at your business location, and the peace of mind of not being served lawsuits or tax documents in front of others.

Choosing a Registered Agent

Failure to maintain a registered agent can lead to involuntary dissolution, revocation of charter and authority, and the freezing of your financial accounts. The registered agent of your choice must have a physical street address, and availability at that address during normal business hours. Ideally, you want a registered agent solution that is reputable and responsible in getting documents unto your hands promptly. Courts are typically inclined to set aside a default judgment against a party for failing to respond to a summons and answer a complaint on reasonable grounds such as inadvertence, mistake or excusable neglect. For a defaulted party, a registered agent’s lack of diligence in handling service of process may cost a defendant thousands of dollars in a default judgment.

It is imperative for companies to choose a professional registered agent with internal processes in place to efficiently forward all service of process and have the ability to defend a party in a suit to prevent a catastrophic result. An attorney registered agent office can not only do just that, but can also provide legal advice, and the attorney-client privilege that non-lawyer registered agents simply cannot offer. The legal and business advantage of this is huge; it means that if you receive a subpoena to produce information about your corporation, LLC, Partnership or Trust because of matters such as alimony, child support, bankruptcy, debt collection, foreclosure, IRS, tax collection, government enforcement action, criminal matters or anything else—the attorney is duty bound not to disclose any information about you to anyone. This is a powerful legal advantage to have working for you and you can only obtain it from a lawyer. A non-lawyer registered agent or office cannot offer this valuable confidentiality and privacy protection.

Attorney Registered Agent

Spiegel & Utrera, P.A. is committed to protecting our client’s privacy. Being in business today is stressful enough without worrying about being vulnerable to privacy breaches and that’s where Spiegel & Utrera, P.A. comes in. We are trained to protect our client’s privacy and we take that responsibility very seriously. We don’t just represent you or your business, we understand the importance of assessing every opportunity to be a valuable asset to our clients. Each day we receive many inquiries seeking information about our clients and their business. You can rest assured that we never, ever disclose any information about any of our clients unless we are compelled to do so by a subpoena. Remember, that when Spiegel & Utrera, P.A. serves as your registered agent, we act as a buffer between you and anyone who would seek to serve process on your business. This assures the utmost privacy.

Roger Davis

★★★★★

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.

Leveraged Buyouts: Buy a Business With No Money Down

October 15, 2018 Spiegel & Utrera, P.A.

Leveraged Buyout: Buy a business with no down-payment

Folks buy houses and even apartment buildings with no money down all the time, so why not buy a business with nothing down? A leveraged buyout allows you to buy a business with no down payment. Just think of the advantages of the leveraged buyout:

You receive an existing customer base.
You receive a business with immediate sales and steady cash flow.
Your staff is hired and in place.
Your new business will already have its company policies and procedures established.
Your new business may have trademarks, copyrights and other intellectual property.
The existing assets of the business will be used by you to borrow funds and complete the purchase of the business.
Interest payments on the funds borrowed by the business to complete the purchase will be tax deductible.

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Call (800) 603-3900 if you have any questions or for a free attorney consultation.

At Spiegel & Utrera, P.A., our attorneys can help you with the initial steps of your leveraged buyout. We have an opportunity called the Leveraged Buyout Collection and this consists of:

A long-term loan and debenture purchase agreement to provide working capital;
A security agreement to allow greater lender confidence through collateralization of the debtor corporation’s assets;
A senior subordinated note indenture for additional financing;
An asset purchase agreement for sales of the acquired corporation’s inventory, accounts receivable, intellectual property and other assets;
A stock purchase agreement for the purchase of shares of the acquirer.

If you are only beginning to consider the Leveraged Buyout as a business opportunity, your option may very well be to retain an attorney at Spiegel & Utrera, P.A. to help you identify a business which you can purchase using the Leveraged Buyout Collection. Lawyers at Spiegel & Utrera, P.A. are always willing to assist you. Simply click here and send us an email requesting assistance.

Check out our video on using the leveraged buyout to buy a business or real estate!

Client Testimonial: Roger Davis

★★★★★

How Hard Would It Be to Purchase a Business?

July 24, 2018 Spiegel & Utrera, P.A.

Where Should You Start?

Before you purchase a business, you have to ask your self the following questions:
How do I find out what a business is worth?
How can the sellers client list benefit you?
Can I get a line of credit to help me with the business?

Lets explore some of these questions, and hopefully get you into your business with a great deal of confidence and a very large profit. Spiegel & Utrera can help guide you with the purchase and Start Your Business Today.

How do I find out what the business is worth?

So, what is a business worth? That question is only answerable by you. A business should be work a year’s profit. Can you operate that business and make that income? What are your abilities to either sell the yearly estimated profit or perhaps more? You would actually have to do some investigating to find out how the seller has been operating their business. Does the business come with a client list? Does the purchase include the equipment in the business? The equipment is a good asset, but it has to be usable What is it worth today?

How can the sellers client list benefit you?

If the seller has a client list, this can be valuable. The client list will enable you to reach out to each client ans assure them that their level of service will continue and get better. This client list has many familiar users who can also spread the word about the new owner and help promote your business by word-of-mouth.

How can I get a line of credit toward the business?

Purchasing a business and registering it as yours can potentially open the floor for a business line of credit. With a healthy client list, business model and hard work it should be easy enough to obtain the line of credit for your new business

ARE YOU READY TO START YOUR BUSINESS?
INCORPORATE TODAY AT WWW.AMERILAWYER.COM
Not Ready? Have More Questions?
If you are a member of Spiegel & Utrera, P.A.’s General Counsel Club and have business related questions, call (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. is a corporate law firm with its main offices located in Miami, Florida with offices throughout the United States. As a law firm, we do more than just help you form your business entity. We stand ready to help with the maintenance of your legal business entity! We will assist you with Incorporation Service, Trademarks, Copyrights, Estate Planning, Legal Counsel, Wills,Trusts, Agreements & Leases, Corporate & Company

What To Consider Before You Purchase A Business

June 12, 2018 Spiegel & Utrera, P.A.

After years of personal training with Brian, he reveals to you that he wants to retire, and sell his personal training business. A bell goes off in your head. How hard would it be to purchase a business? What do you need to know?

You ask yourself the following questions:

How do I find out what the business is worth?
How can I get a line of credit towards the business?
If someone gets hurt, what is my liability to the client?
If I take a client to lunch, can I simply eat? Do I have to be discussing training the whole time?

We are going to explore all of the above questions, and hopefully get you into your business with a great deal of confidence and a very large profit.

Purchase a Business

So, what is Brian’s business worth? That question is only answerable by you. A business should be worth a year’s worth of profit. Can you operate that business and make that income? What are your abilities to either sell the yearly estimated profit or perhaps more? You would actually have to do some investigating to find out how Brian has been selling his training sessions and operating his business. Does the business come with his client list? Is he selling his own equipment? What is it worth today?

Acquiring Business Credit

Buying his business came with equipment and a short list of clients. Advertisement these days are expensive; or is it? With technology today, we have access to free advertisement in its rawest form. Social media is one of our biggest allies when it comes to advertisement. For the most part it is free. The client list is a great idea, because you can reach out to each client and let them know what specials you are running. The equipment is a good asset, but it has to be usable.

What if you wanted to purchase new equipment?

It may be in your best interest to lease the new equipment and purchase your supplies on a credit card so that your business will build its credit. Once your credit is good, you could take a loan from an asset-based lender and invest more into your business.

Promoting Your Business

Since the business is mobile, you may choose to visit people at their house and continue their fitness goals from there. There is a way to also attract customers by offering a stationary place once or twice a week. Perhaps a workout at the park on Monday and Wednesday mornings. By giving a specific location as to where you will be, you will see more customers arrive to your stationary site. This also allows for referrals and customer inquiries.

You could also accommodate your customers at a private gym in your own home. The only question left to ask is what happens if someone gets hurt in my home while training? Would my homeowner insurance cover it? Ultimately if you are conducting a business in your home it might be a better idea to just rent out a private room in the house to the business. You should then already have liability insurance on the business, and you can leave your own personal liability out of the loop. It is also advisable to have your clients sign a liability waiver as well prior to their workouts.

Legitimate Business Expenses

Finally, you and your client are going to a restaurant so that you can teach your client what they can choose when eating out. Must your entire meal be all about business to qualify for a business expense? In this case, the meal is about business. If your client can not figure out what he can eat when taking his wife to the restaurant, it is likely that he will fail on the fitness plan that you have prescribed for him. You don’t have to talk about diet during the entire meal or lecture him about the greasy fats in the burger, but you have to have a business purpose. When counting this meal as an expense it is wise to write on the receipt what the meal was for and give it to the person who is doing the accounting for your business.

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Building In Financial Forecasts For Your Business Plan

January 30, 2017 Spiegel & Utrera, P.A.

To attract investors and build a line of credit you need to project business finances

Essentially, you must make educated guesses about how much money will be spent and how much will be taken in. Then you can use these estimates to calculate whether your business will be sufficiently profitable to sustain a bottom line. Usually a business will start off operating lean until you start building a customer base. If your projections show your business losing money initially, then you must consider raising prices or cutting costs while still in the planning stage. This can help you avoid sinking money into a business that cannot be profitable. On the other hand, if your business model shows profitability, then you can start to invest more and build your enterprise.

Understanding projected financial situation through estimates and calculations

Start off with a break-even analysis by estimating income and expenses over the first year. In theory you should be able to turn a profit by the end of the first year. If not, then you must reconsider the business model. After determining the business can turn a profit, then turn to a month-by-month projection of your business’s net profits for the first year. Keep in mind that some businesses will be more or less profitable during certain months due to seasonal turnover. Finally, determine a start-up cost estimate. There are few generic costs that are common to all business types, they include, research expenses, insurance, business license, incorporation costs, permit fees, equipment and supplies, advertising and promotion, borrowing costs, employee costs and technological expenses. These costs should be included in your business plan to give a true picture of how much money you will need to get off the ground.

If you are a member of Spiegel & Utrera, P.A.’s General Counsel Club and have business related questions, call (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. is a corporate law firm with its main offices located in Miami, Florida with offices throughout the United States. As a law firm, we do more than just help you form your business entity. We stand ready to help with the maintenance of your legal business entity! We will assist you with Incorporation Service,Trademarks, Copyrights, Estate Planning, Legal Counsel, Wills,Trusts, Agreements & Leases, Corporate & Company

Registration Requirements Before Charitable Solicitation

January 24, 2017 Spiegel & Utrera, P.A.

Any non-profit that makes, or intends to make a charitable solicitation must register with the State

Charitable solicitations include statement in which appeals for charitable purpose, the name of the organization is used, or implies that the contribution will be applied to a charitable purpose. The registration requirement is triggered when your organization asks for a donation, not necessarily when the organization receives a donation. After receiving the donation additional requirements present themselves at the federal level. The IRS requires charitable organizations to file an Annual Report (Form 990 or Form 990 EZ). On this report you will have to answer questions about your organization’s fundraising activities and registrations.

Exemptions from Registration Requirements

Some non-profits are exempt from registration because they are already highly regulated by other agencies; for example, non-profit hospitals and education institutions. Religious organizations may be exempt in some cases because states don’t want to interfere with the free exercise of religion. Also, some non-profits may not receive enough donations to qualify for registration. Nevertheless, determining whether your non-profit is exempt can be difficult. If your non-profit receives contributions under $25,000 per year, then it is exempt in New York but not California. Therefore, if you plan on fundraising out of state, you will need to take a close examination of each state’s law.

Spiegel & Utrera, P.A. is a corporate law firm with its main offices located in Miami, Florida with offices throughout the United States. As a law firm, we do more than just help you form your business entity. We stand ready to help with the maintenance of your legal business entity! We will assist you with Incorporation Service, Trademarks, Copyrights, Estate Planning, Legal Counsel, Wills,Trusts, Agreements & Leases, Corporate & Company

Funding Your Small Business: Consider Crowdfunding

January 16, 2017 Spiegel & Utrera, P.A.

The recession of 2008-2009 made it increasingly difficult to obtain a small business loan. Most lenders want to see an existing financial record that reassures them you will be able to repay the loan. Remember that banks are lenders. They are not investors and they’re not interested in making equity investments in businesses. What is an entrepreneur to do? Most entrepreneurs start their small business with personal savings, credit cards, and personal loans from family and friends.

An alternative that is popular with entrepreneurs is Crowdfunding through websites such as Kickstarter and Indiegogo. Crowdfunding essentially utilizes other backers to finance your product or business. To date, Kickstarter startups have raised over $2,500,000,000 and Indiegogo has funded over $800,000,000.

There are several reasons why crowdfunding may be the answer to financing your business. In an economy where e-commerce allows us to easily make online purchases with the click of the mouse, many consumers still crave more personal connections and are opting for small startups. Investors are always eager to be a part of a startup’s success. Additionally, entrepreneurs who can’t qualify for a bank loan or have decided the risks associated with obtaining a bank loan far outweigh the benefits can pursue crowdfunding without worrying about risks.

Spiegel & Utrera, P.A. is a corporate law firm with its main offices located in Miami, Florida with offices throughout the United States. As a law firm, we do more than just help you form your business entity. We stand ready to help with the maintenance of your legal business entity! We will assist you with Incorporation Service, Trademarks, Copyrights, Estate Planning, Legal Counsel, Wills,Trusts, Agreements & Leases, Corporate & Company

The Independent Service Contractor

January 10, 2017 Spiegel & Utrera, P.A.

Before any services are performed you must have a written contract
The independent contractor agreement should stipulate the rights and obligations of the service provider and recipient of the services. It must also be dated and signed by the appropriate parties. Independent contractors are self-employed persons who promote their services to the public. Generally, they will control when and how their work is done and provide their own equipment and supplies.

Independent Contractor

Misclassification of Workers
Intentionally misclassifying workers as independent contractors will cause stiff penalties. An employment audit can easily shut down even the most well-established business. Therefore, it is imperative to take all necessary steps to establish an independent contractor relationship. This means not only having an independent contractor agreement but also having the independent contractor establish a separate corporation. Having the independent contractor agreement between two corporations will strengthen the relationship and possibly help avoid penalties.

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

Spiegel & Utrera, P.A. is a corporate law firm with its main offices located in Miami, Florida with offices throughout the United States. As a law firm, we do more than just help you form your business entity. We stand ready to help with the maintenance of your legal business entity! We will assist you with Incorporation Service, Trademarks, Copyrights, Estate Planning, Legal Counsel, Wills,Trusts, Agreements & Leases, Corporate & Company

Big Business Strategy for Small Businesses

January 4, 2017 Spiegel & Utrera, P.A.

All small business owners aspire to grow their businesses into a big business. Big businesses utilize market segmentation to focus their sales efforts on a target crowd in order to improve profitability. Small businesses can learn immensely from this simple yet effective big business strategy.

Ask yourself the following: Who are you trying to sell your goods or services to? Will the target customers encourage profitability? Who are you trying to avoid? Focus on your target customers and concentrate your efforts on securing that specific section of the market. The battle between Pepsi and Coca-Cola is a great example of market segmentation. Coca-Cola is extremely popular with the 30-and-over crowd and Pepsi used this knowledge to cater to a younger crowd by airing commercials in which younger celebrities endorse Pepsi products.

While Pepsi is not the soda heavyweight that Coca-Cola is, Pepsi has still managed to build a successful brand as result of refocusing its marketing efforts.

The critical lesson here is that many small business owners are afraid of eliminating part of their potential market, but focusing on your target customers will make room for a clear path to grow.

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

Spiegel & Utrera, P.A. is a corporate law firm with its main offices located in Miami, Florida with offices throughout the United States. As a law firm, we do more than just help you form your business entity. We stand ready to help with the maintenance of your legal business entity! We will assist you with Incorporation Service, Trademarks, Copyrights, Estate Planning, Legal Counsel, Wills,Trusts, Agreements & Leases, Corporate & Company

Mergers Of Nonprofit Organizations

December 28, 2016 Spiegel & Utrera, P.A.

Nonprofit organizations can fully and completely integrate their programs, functions, and membership by merging or consolidating. On occasion, two nonprofit organizations will want to combine their functions to expand their outreach to the individuals or groups they serve. A merger involves one of the organizations dissolving and the other organization taking over the assets and responsibilities while a consolidation involves both organizations dissolving and creating and entirely new nonprofit organization. The decision to merge or consolidate is based on legal, tax, or economic concerns, and usually it is a combination of all these factors.

The law imposes strict fiduciary responsibilities on members of an organization’s governing body to ensure that it is in the best interests of the organization. Directors and officers may be held personally liable if they fail to act prudently and with due diligence. It is also important to remember that when merging organizations are tax-exempt under different classifications, the resulting merged entity will generally need to file a new application for federal tax exemption with the IRS.

Mergers and consolidations of nonprofit organizations are complex processes that require the approval of the boards of directors and membership of each organization, and a plan of merger or consolidation must be presented to each organization and its members. In addition, federal antitrust laws prohibit mergers or consolidations that may substantially lessen competition in any line of commerce – including nonprofit organizations. An organization should have legal counsel review the impact of a proposed merger or consolidation due to the complex issues that may arise.

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

Spiegel & Utrera, P.A. is a corporate law firm with its main offices located in Miami, Florida with offices throughout the United States. As a law firm, we do more than just help you form your business entity. We stand ready to help with the maintenance of your legal business entity! We will assist you with Incorporation Service, Trademarks, Copyrights, Estate Planning, Legal Counsel, Wills,Trusts, Agreements & Leases, Corporate & Company

Posts categoriezed as Entrepreneur

Registered Agent 101 and Why You Need an Attorney Registered Agent

The importance of a Registered Agent

What is a Registered Agent?

Role and Benefits of a Registered Agent