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Pros and Cons of Sole Proprietorship

Pros and Cons of Sole Proprietorship published on

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!

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!
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
INCLUDES 110% Lowest Price Guarantee !

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

What’s the secret to such great prices?

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

Client Testimonial: 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.

Pass Through Entity | What is a Pass Through Entity?

Pass Through Entity | What is a Pass Through Entity? published on

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

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
INCLUDES 110% Lowest Price Guarantee !

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

What’s the secret to such great prices?

pass-through-entity

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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:
  1. Pass Through Entity income from a Partnership
  2. Pass Through income from an S Corporation
  3. Pass Through income from Rental Properties
  4. Pass Through income from a Sole Proprietorship
  5. 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:
  1. It can’t be a domestic, international sales organization, possessions corporation, insurance company or bank.
  2. It can’t have more than 100 shareholders.
  3. Must not have shareholders other than individuals, estates, certain trusts, or certain tax-exempt organizations.
  4. Must not have non-resident alien shareholders.
  5. Must not have more than one class of stock.
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.

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.

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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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.

Starting a Business in 2019? What You NEED to Know!

Starting a Business in 2019? What You NEED to Know! published on
What is a Corporation?
What is a LLC?
What is a Partnership?
What is a Non-Profit?
Benefits of Incorporation

Starting a Business in 2019

Arizona
California
Delaware
Florida
Georgia
Illinois
Nevada
New Jersey
New York
What You Need to Know
When starting a business in 2019, there are many relevant issues you need to take into consideration but which you may not be aware of: different tax advantages available to you, indemnification and covenant not to sue, federal, state and local filing requirements, name protection, choices of entity structure set up, available agreements and the importance of maintaining corporate and LLC company formalities and complete records, lease reviews, and contracts. There are many different types of business entities; the main categories include corporations, limited liability companies, partnerships, and non-profits. I’ll go into detail about what you need to know of each one so that you can make an educated decision when starting a business in 2019.
INCORPORATE ONLINE

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What is a Corporation?

A corporation is a legal entity that is granted certain powers by the state. It is owned by shareholders that partake in the profits and losses of the corporation. It is guided by directors that act as a kind of legislature and decide important business decisions on a periodic basis. These decisions are carried out by the president of the corporation and officers such as the secretary and treasurer.

What is a Partnership?

A partnership is an unincorporated organization of two or more individuals or entities. It consists of partners that invest in and manage the operations of the business while sharing the profits and losses. It is essential that the partners are comfortable with each other’s business decisions—considering that if one partner enters into an agreement, it binds the other partner as well. A general partnership does not have limited liability, which means creditors can reach the business and personal assets of the partners. For this critical reason, we recommend that clients form a limited liability partnership, a limited liability company or a corporation. A general partnership is also not subject to direct taxation—instead, the partnership must file a return and the partners assume liability for their share of the partnership’s gain or loss on a form and in their individual returns. Avoiding the entity level tax ensures that income flowing into a general partnership is taxed only once.

What is a Non-Profit Corporation?

A non-profit corporation is a business entity incorporated at the state level where there are no equity owners that hold shares of stock. Also, none of the corporate income is distributable to members, directors, or officers. Instead, such non-profit corporations typically are controlled by members that elect a board of directors.

What is a Limited Liability Company?
The main advantage of the Limited Liability Company (“LLC”) is that it isn’t burdened with the ownership restrictions imposed on a small business corporation (also known as a Sub Chapter S Corporation). An LLC may have more than 100 Members or as few as one. Its interests may be held by corporations, partnerships, non-resident aliens, trusts, pension plans, and charitable organizations. The LLC may make special allocations, thereby avoiding the single class of stock requirement applicable to an S corporation. It may own more than 80% of the stock of a corporation and therefore, be a member of an affiliated group.

The LLC is a hybrid entity that is very flexible and may be taxed as a partnership, corporation or as a sole proprietorship while providing limited liability protection for all of its Members. For federal tax purposes, an LLC—like a partnership or sole proprietorship—is a pass-through entity and its income and losses are taxed only at the member level. However, all members of an LLC have limited liability for the debts and claims against the LLC; no member will be burdened with personal liability.

Benefits of Incorporation
No Personal Liability
When starting a business in 2019, you are forming a legal entity that is separate from yourself as an individual. The Corporation is granted powers that allow it to make decisions that an individual may make. For example, the corporation may enter into leases, borrow money, buy goods and services on credit—and in all cases, you are not personally liable for the transaction. If a problem arises, the only recourse would be against the Corporation. Similarly, if anyone were to file a lawsuit for an action arising from the corporation’s business, that party would not be able to go after your personal assets.
Business Tax Deductions
Entrepreneurs will want to attribute as much of their expenses as possible to reasonable and necessary business expenses. Why pay more taxes than necessary? Many taxpayers overlook legitimate deductions for business expenses. To the extent possible, entrepreneurs will want to ensure to deduct the following business expenses:
  • Vehicle expenses
  • Travel expenses
  • Start-up and organizational costs
  • Certain types of entertainment expenses
  • Payments to charitable organizations
  • Advertising costs
  • Rent for the use of a property
  • The cost of materials and supplies
  • Interest and other borrowing charges
  • State local and sales taxes
  • Salaries and other compensation for personal services
  • The cost of insurance may be deducted as a business expense
  • Repairs, maintenance, replacement and improvement expenses
  • Attorneys’ fees, court costs, and other legal and accounting expenses
  • Setting up a reserve account can create a legitimate tax deduction.

You are in luck!  When you use us as your Registered Agent, it also includes our General Counsel Club Membership! It gives you access to unlimited legal, business, credit and tax advice. Ready to Start Your Business and hit the ground running?

Minimize IRS Audits
Sole proprietors must file an IRS Form 1040, Schedule C (Profit or Loss from a Business). Unfortunately, the IRS audits sole proprietors that file the form at a higher audit rate than returns for an incorporated micro business. Also, sole proprietors with home office deductions face even more risk of audit by filing the IRS Form 8829 (Expenses for Business Use of Your Home) for home office deductions. S or C corporations avoid such scrutiny.
Privacy
The Corporation or LLC can be established in such a way so that shareholder/owners remain anonymous, many times the same anonymity can be accomplished for officers and directors.
Use of a Marketing Framework
The use of a Marketing Framework allows you to present your business to the public as a Corporation or LLC, giving your business the appearance of being much bigger than it is—which makes it easier to attract investors.
Raising Capital
Because of the ease of transfer of ownership and the “separate entity” concept of the Corporation or LLC, it is much easier to attract investors than otherwise.
Easy Transfer of Ownership
You can place real estate into the Corporation or LLC and transfer through a private agreement (i.e. stock transfer) rather than a formal real estate transfer, and closing. You can also re-title an asset to a Corporation or LLC yet continue to maintain control.
Why Choose Us To Incorporate in 2019?
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.
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
INCLUDES 110% Lowest Price Guarantee !

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

What’s the secret to such great prices?

pass-through-entity

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

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


Incorporate | LLC’s | Corporations

Develop Your Business Model

Create Legitimate Business Expenses

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

Betina Senat

★★★★★

They assisted us with our LLC and are non profit. Very patient and very knowledgeable. Always available when you need them for assistance and advice.

Corporate Stock Certificates: Create, Replace, or Amend

Corporate Stock Certificates: Create, Replace, or Amend published on

Create or Amend Corporate Stock Certificates

A stock certificate is a legal document setting forth that you own shares of stock within a corporation. A stock certificate certifies that you are the registered holder of a certain number of shares, transferable only by you, and organized under the laws of the state. It’s typically created with a complex art design to keep them from counterfeit reproduction. You will get stock certificate templates when you incorporate with us or buy a corporate kit. The contents of a stock certificate include:

  • Your Name,
  • Business Name,
  • An Identification Number,
  • Number of Shares you own,
  • Corporate Seal, and
  • Authority Signatures (e.g. President, Treasurer)
stock-certificates

SUBMIT DETAILS AND GET OUR ATTORNEYS TO CALL YOU
* Please give our attorneys up to 4 business hours to call your phone. Thank you.

Stocks and Stock Certificates

A stock represents how much of the company is yours. If you have a stock, you wield a percentage of the corporation’s assets and profits. The worth of your stock goes up as the business grows, and decreases if the business doesn’t do well and loses value. You can buy as many stocks as the company is willing to distribute—and the more stocks you have, the more of the company you actually own. It doesn’t necessarily mean that you can make decisions on daily company operations, or that you have the right to any of the physical assets the company owns, or that you are personally liable for anything. In that regard, you’re not actually an owner of the company.

Stockerholder Stock Certificates

Stockholders may have the power to cast a vote on major concerns affecting the corporation, such as affairs regarding company assets and mergers. Stockholders may also sell or trade stocks, or keep them and be paid regularly (usually on a quarterly basis) from company profits or reserves. Stockholders may also have the right to review the corporation’s books and records and sue the entity for wrongful actions. Ultimately, stockholder rights may depend on the terms and conditions of the stock certificate. If you own or are starting a business, it would be a very smart move to get a reliable attorney on your side to help you create a stock certificate that’s worth the paper it’s written on.

We can help you create, replace, or amend your Stock Certificates

Spiegel & Utrera, P.A. offers complete business formation services, years of experience that can’t be matched by many and the best price out there. Having us prepare your stock certificate over a non-attorney will ensure that all of your bases are covered with free legal advice. Free stock certificates are included in our complete incorporation package.

Corporate Bylaws or LLC Regulations: Replace, Create, or Amend

Corporate Bylaws or LLC Regulations: Replace, Create, or Amend published on

Create or Amend your Corporate Bylaws and LLC Regulations

Corporate Bylaws (also known as LLC Regulations for Limited Liability Companies) dictate the set rules of a corporation. Bylaws are established by the incorporator or the board of directors during the initial process of incorporation. Bylaws direct those in authority in their duties to overlook the corporation. Some of the items or details in the Bylaws include:

  • Company’s Official Name and Address.
  • Company’s Purpose or Mission.
  • Officers’ Titles, Duties, Requirements and Privileges.
  • Meetings; When, Where, and How they’ll be held.
  • Information about Stocks, Shares and their respective holders (if applicable).
  • Record-keeping process and procedures.
  • Amending Procedures.
  • Process of Audits and Inspections.

Call our law firm at (800) 603-3900 to create and order your Corporate Bylaws by phone, or Click Here to order a Corporate Kit online for $29.95 which includes your Bylaws.

SUBMIT DETAILS AND GET OUR ATTORNEYS TO CALL YOU
* Please give our attorneys up to 4 business hours to call your phone. Thank you.

Establishing, Enforcing and Amending Corporate Bylaws

After writing and establishing your Bylaws, they can be used to direct the way your business is conducted. Also, someone will be appointed to enforce those Bylaws; watchful that everyone is performing their duties according to those Bylaws, and notifying them if they aren’t. Now and then, you should host a meeting to review the Bylaws and amend them if necessary—to meet your company’s needs at the time. Anyone in the company can make suggestions to change a particular element within the Bylaws, but you should state how many people are needed to make an amendment and if an officer is required.

Different types of Bylaws

Every business requires rules and guidelines in which to operate, regardless of type; LLC, Corporations, Non-profits, etc. Other entities have coinciding titles for Bylaws; Partnerships have what is called a partnership agreement, LLC’s write an operating agreement, but the constituents are similar to that of corporate Bylaws. Bylaws are a complicated legal document and not something you should try to do yourself if you aren’t well-versed in its many complexities and implications.

Preparing your Bylaws

Hiring an experienced attorney to organize and prepare your company’s Bylaws will save you a lot of money, internal conflicts, and legal issues later. Spiegel & Utrera, P.A. offers complete business formation services, years of experience that can’t be matched by many, and of course the best price out there! Having us prepare your Bylaws over a non-attorney will ensure that all of your bases are covered with free legal advice included in our complete incorporation package:

At Spiegel & Utrera, P.A. We provide you with 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.

Services by Spiegel & Utrera. P.A.

Call our law firm at (800) 603-3900 to inquire about or order any of the following services by phone.

  • Agreement Reviews
  • An Employee Manual
  • An Employee Warning Notice
  • Anonymity
  • Asset Purchase Agreements
  • Authorization for Release of Information for Employment Screening
  • Ownership Trust for Corporate Stock to Avoid Probate
  • 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

Articles of Incorporation: Create, Replace, Amend your Corporate Records

Articles of Incorporation: Create, Replace, Amend your Corporate Records published on

Articles of Incorporation: Create, Replace, or Amend

The articles of incorporation are legal documents that solidify the presence of a business entity within a state. The term articles of incorporation are assigned to a corporation, while the term articles of organization apply to a limited liability company (LLC). Along with corporate by-laws, the articles of incorporation outline the jurisdiction of a corporation, as granted by the state government.

If you’d like to create, replace, or amend your Articles of Incorporation, call our main office at (800) 603-3900 or Click Here to order online. For a call-back within 4 hours, please fill out the form below. Thank you.

Certified Articles of Incorporation

Spiegel & Utrera, P.A. can draft the articles of incorporation or organization with the well-being of your business in mind. Our complete incorporating package includes the articles of incorporation along with:

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
INCLUDES 110% Lowest Price Guarantee !

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

What’s the secret to such great prices?

pass-through-entity

Submit contact details for immediate assistance:
* Please give our attorneys up to 4 business hours to contact you. Thank you.

Contents of the Articles of Incorporation

Articles of Incorporation typically (depends on state requirements) include:

  • Name of Corporation
  • Principal Office – Address
  • Purpose of Corporation – “Any Lawful Purpose”
  • Type of Business – For Profit, Non-Profit, Partnership
  • Registered Agent – Initial Agent for Service of Process
  • Number of Shares – Corporate Capitalization
  • Term of Existence – Perpetual or otherwise
  • Registered Owners
  • Effective Date
  • By-Laws

Getting your Articles of Incorporation When Starting a Corporation

Articles of incorporation or articles of organization outline the structure of your entity. They declare whether or not the entity structure will be a for-profit corporation, limited liability company, or non-profit corporation. You get a ton of perks for doing so; like state and business-specific tax advantages, protection from creditors, immunity to personal liability, gaining anonymity and protecting your personal assets, easier access to capital, enhanced business credibility and authority, and transferable ownership.

Did you lose your Corporate Records? Create or replace it here!

Did you lose your Corporate Records? Create or replace it here! published on

Create or Replace your Corporate Records

Lost corporate records or a lost minute book can be a major problem for both you and your corporation, as the corporate minute book is one of the most important business documents you and the corporation can have. Its purpose is to contain all the corporation’s important documents, such as the certificate of incorporation, articles of incorporation, along with records of important actions taken by the corporation, such as issuing shares, purchasing real estate, purchasing other businesses, obtaining various licenses. The loss of the corporate kit and minute book can be a catastrophic event for your corporation, so all possible steps should be made to keep it safe.

Call our law firm at (800) 603-3900 to order by phone.

corporate-kit
Submit contact details for immediate assistance:
* Please give our attorneys up to 4 business hours to contact you. Thank you.

Corporate matters that require your corporate records

Your corporate records may prove to be an important link for a number of corporate matters, such as:

  • Licenses: Licensing authorities require corporate documentation over an extended period of time, the corporate minute book is necessary to substantiate the information.
  • Audits: Your corporate minute book may be the most complete corporate record you have, should an audit occur, its contents will probably be desired. There are situations where the Internal Revenue Service and state taxing authorities may want to review your corporate minute book.
  • Borrowing Money: Banks must do due diligence in order to satisfy themselves before committing to lending sums of money to a corporation. The corporate minute book will be reviewed by them.
  • Investors: Many investors may want to view your corporate minute book before they invest in your company. If you cannot provide this, they may be less willing to invest.

Replacing Lost Corporate Records

At Spiegel & Utrera, P.A. we can assist in reassembling misplaced or lost corporate records or minute books. We will reconstruct the corporate kit or minute book based upon the history of the corporation from information which we will ascertain. If you would like us to help in reassembling and/or replacing a lost corporate kit or minute book, click here.

How Hard Would It Be to Purchase a Business?

How Hard Would It Be to Purchase a Business? published on

Where Should You Start?

Start a Business

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

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