LLC MEMBERSHIP CHANGES: Adding, Removing, and Transferring Members
Adding a member to an LLC
The process of adding a member to an LLC may involve amending the company’s articles of organization to include the new member. Depending on the terms in the agreement, current LLC members may need to vote on it for the amendment to pass. If you are a single-member LLC and add a new member, it will become a multi-member LLC, changing its tax status from pass-through to taxed as a corporation or partnership. You may also run multiple businesses under one LLC by registering DBAs (“doing business as”) or operating under one LLC name. One LLC could be a member of another LLC and be the owner of a single-member LLC. An LLC can have as many members as it needs to.
Transferring Ownership in an LLC
The rules for transferring LLC ownership get outlined in the company’s operating agreement at the time of formation; company ownership transfer can be either a sale of the business or a change in owner or ownership percentages. When the ownership transfer is a sale of the LLC, a buy-sell agreement may be necessary. An operating agreement should specify the process for ownership transfer, but if it doesn’t, you must follow state guidelines. Under some circumstances, the state may require you to form a new LLC.
Removing a member from an LLC
LLC ownership is personal property to its members. Therefore the operating agreement and state laws declare the necessary steps of membership removal. To remove a member from your LLC, a withdrawal notice, a unanimous vote, or a procedure depicted in the articles of organization may entail. The member in question of removal may need to get compensated for his share of membership interests. If a member is unwilling to leave the LLC or accept a buyout offer, you may have to take it to court.
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How to add and remove or transfer members in an LLC
When forming an LLC, it is crucial to forecast the possibility of adding members, evolving from a single member to a multi-member LLC, and downright changing your tax structure. It’s also essential to have special provisions in place for membership transfer and removal. Forming an LLC is more than just filing the articles of organization, which is why the secretary of state recommends that you seek attorney counsel to aid in the creation of your entity—eschewing numerous legal, business, and membership hurdles. Call our headquarters at (800) 603-3900 to speak to an attorney immediately for a free consultation on the best possible legal recourse and business options available to you.
We can help with your membership concerns
At Spiegel & Utrera, P.A., our skillful attorneys have formed Limited Liability Companies successfully for decades. We craft operating agreements with the special provisions required for your LLC to operate in the way you want it to, and when and if something happens, you and yours get protected to the fullest extent of the law. An LLC is a highly adaptable and formidable entity for asset and liability protection, favorable taxes, and flexible membership options—with the correct guidance.
Do you need to close and dissolve a corporation? Then let’s go over everything you need to know to get started and prevent the common mistakes entrepreneurs make when dissolving a corporation.
When starting a corporation, filing the articles of incorporation is required. Conversely, to dissolve a corporation, we must file the certificate of dissolution. Both are legal documents that the secretary of state advises you to review through an attorney since they cannot provide the legal advice you may need to avoid complications throughout the process. Many entrepreneurs erroneously dissolve a corporation by ceasing all business actions without formal dissolution, but this bears the risk of potential lawsuits and liabilities.
While your corporation exists, the state demands that you meet all legal obligations for complete dissolution. While in good standing, corporations may have perpetual existence until formally dissolved. If inactive while in good standing with the state, the corporation may garner fees or be administratively dissolved by the government, inheriting respective debts and penalties. Business attorneys can efficiently guide you through each step of dissolving your corporation and help you avoid legal issues and delays.
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Typically, the bylaws of your corporation describe the process of dissolution. If you incorporate a new entity with us, our incorporation service includes your corporate bylaws along with your articles of incorporation and many other legal documents affordably prepared and completed specifically for your business. Financial, tax, and business matters require closure before the process of corporate dissolution is complete. It’s never part of the business plan to ultimately dissolve a corporation. Unfortunately, some events, difficulties, and failures can be impossible to forecast and may force you to file the certificate of dissolution. You may have to continue paying corporate taxes or file annual reports if you fail to dissolve your corporation.
Many factors influence the time and difficulty of dissolving a corporation, such as the entity size, debts, assets, tax situation, the industry, and state requirements. Where needed, we’ll bring all required corporate and legal documents to completion and ensure all of your bases are covered. Based on each state’s requirements, Spiegel & Utrera, P.A. will prepare any necessary records such as the notice and minutes for your annual meetings.
Call us for a free consultation with our business law attorneys at (800) 603-3900.
Dissolve a Corporation
There’s a roadmap for dissolving a corporation, including fulfillment of several financial, business, and legal matters. Corporate dissolution requirements vary per state though may generally require the following actions:
Get Directors and Shareholders to Vote for Corporate Dissolution
One of the major steps in dissolving your corporation is to record the minutes of a board meeting with your corporate directors and vote on dissolution. Some states require that the majority of directors and shareholders vote for dissolving the corporation, though the exact number needed varies per state.
With most state governments, if two-thirds of directors and shareholders don’t vote for dissolving the corporation, you may not be able to complete the certificate of dissolution process. At this stage, you should have a plan for distributing assets and satisfying financial obligations with your shareholders. Corporate bylaws dictate the adopted procedure of dissolving a corporation—making it important to have a business lawyer complete the bylaws along with your articles when incorporating.
Notify the IRS and Get Tax Clearance to Dissolve Your Corporation
States also need you to obtain tax clearance from the IRS before filing the certificate of dissolution. The IRS may demand a corporation to file a final annual tax return for the year of dissolution, along with any other required tax forms. If you have pending taxes and dissolve your corporation without transferring assets, the IRS could seize those assets to pay off the rest of your tax debt.
Close Corporate Accounts and Cancel Business Licenses
Dissolving a corporation includes closing all bank accounts, ending contracts, collecting final payments, meeting commitments with employees, withdrawing leases, notifying vendors, and possibly terminating any permits or licenses in the state attributed to your business. It may be necessary to notify your creditors and resolve outstanding claims prior to a filing of the certificate of dissolution.
File a Certificate of Dissolution with the Secretary of State
Once you have checked off the prerequisites, you must file the certificate of dissolution in your domestic state of incorporation, along with any foreign state you hold a qualification to transact business. You may be responsible for annual reports and fees in each state for the year in which you dissolved your corporation.
Contact Spiegel & Utrera, P.A. for a free consultation and guidance through the process of dissolving a corporation. Call (800) 603-3900 or fill out our immediate assistance form above.
Miami Personal Injury Lawyers Don’t Charge Unless You Get Compensated
The Miami personal injury lawyers at Spiegel & Utrera, P.A. will not charge you any money unless you collect payment. We come to you! We also offer easy and free consultations; you can call our Miami office headquarters at (800) 603-3900, or provide your number in the immediate assistance form below to get a call back within 4 business hours.
You can also drop by and speak with us directly at:
1840 Coral Way (4th Floor), Miami, FL 33145
SPEAK WITH AN ATTORNEY ABOUT YOUR CLAIM TODAY
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The damages from catastrophic or serious personal injuries are substantial. If you or a loved one has suffered a serious injury due to negligence, you shouldn’t have to pay more than you already have. The at-fault party should pay for:
Hospital Bill
Loss of Income
Pain and Suffering
Rehabilitation Costs
Long-Term Care Costs
Lost Earning Capacity
Retraining Expenses
Medical Expenses
Compensation for a Personal Injury Lawsuit
This is one if the most commonly asked questions on every client’s mind. All clients want to know the answer to this question. The truth is no two personal injury cases are identical. Case evaluation skills applied to all facts and circumstances hold the answers. Our ability to make accurate assessments of case value is based on our extensive experience.
Factors that determine personal injury case value
Factors to consider in a personal injury claim evaluation are:
Who is to blame for what happened?
How much are the past and future expected medical costs?
What is the effect on the client’s ability to earn money?
How has the lifestyle of the client been charged?
Are there other contributing causes to the harms and losses?
What are the financial resources of those who are responsible?
What are the long term physical and emotional effects on the injury victim and family
members?
Every personal injury case in Miami is different
A thorough analysis of all evidence is needed. The facts of each case differ from one to the next. How much money your case deserves depends on many factors which our law firm understands and can explain. The accident facts, legal liability, available insurance, applicable laws, and other relevant evidence are just some important factors our Firm will analyze.
Getting you maximum compensation
When the answers to these questions are known, we can make judgments about case values. Also important is whether or not there are lost wages, and whether any future medical care or treatment is needed. Your job status, past medical history, pain and suffering, and how well you recover after you are injured are also important factual considerations. We know how to evaluate your case based on liability evidence, your injuries and the fair value of your economic and non-economic damages.
How long do I have to file a personal injury claim?
Statute of Limitations in Florida for personal injury cases tells us that one has four years from the accident to file a personal injury lawsuit in Miami. This law applies to all injury cases, and clocks start ticking the second you get injured. Disability, non-adult age, or fraudulent activities may elongate the Statute of Limitation time. The best course of action is to speak about your case with a personal injury lawyer at Spiegel & Utrera, P.A., to help you achieve maximum compensation in the briefest amount of time possible. If you’re currently under medical treatment for your injuries, you don’t have to postpone your claim. Call now.
What to do after an accident
The first step is to get the medical attention you need. If you can, get photos and videos of the accident scene and ask nearby witnesses for their contact information. Don’t apologize or take the blame, or say anything after the accident that can get used against you. Contact our lawyers to review your options in a free initial consultation. Even if you’re not hurt, you may still have a case, and you may feel pain later after the adrenaline goes down. Insurance companies and attorneys may try to contact you to produce statements that can reduce the liability of their clients, tell them to talk to your attorney or insurance company, regardless of how sympathetic they may seem.
NO ATTORNEY’S FEE UNLESS YOU COLLECT
Spiegel & Utrera, P.A, a Professional Law Corporation only handles catastrophic or serious personal injury cases for a contingent fee. That means there are no attorney’s fees unless we collect money on your behalf. There are also no upfront costs. The percentage we may receive under this agreement is prescribed by law and depends upon the nature of the accident and the amount you recover. Contingent fee agreements permit everyone, rich or poor, to have equal access to the judicial system in the event of injury.
Compassionate and Results-Driven Miami Personal Injury Lawyers
We are here for you.
At Spiegel & Utrera, P.A, a Professional Law Corporation, we represent clients who have suffered catastrophic or serious personal injuries. We are ready to discuss the accident and understand the full impact it has had on your life. And if you cannot come to our office, we can come to you. We will then investigate the accident ourselves and the vigorously pursue the full compensation for you. Please don’t hesitate to discover how we can help you. Contact our law firm today!
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.
A trademark symbol registration gets created to mark and discern goods, products, or services to indicate their source of ownership throughout the United States. A trademark can be a name, word, symbol, phrase, slogan, design, or an assortment of these. Customers identify you in the marketplace and differentiate you from your competitors through your trademark. Trademarks are intellectual property that provides legal protections for your brand. Trademarks don’t allow you to own or have rights to the use of words or phrases, only to how they get used with your products or services. Clever and distinctive trademarks are more effective and facilitate protection over generic and descriptive ones. A trademark symbol registration lets consumers and competitors know that you’re claiming the trademark.
Benefits of a Trademark Symbol Registration
A trademark enlists the power of the US Government in protecting your company and brand from infringement and the potential registration of confusingly similar marks. After registering your trademark, others will be able to search for existing trademarks and find yours unavailable to use, and the government will refuse registrations of existing trademark symbols. With non-registered trademark symbols, others don’t have limits using them in other geographic locations, whereas registered trademarks are unavailable nationwide. Registered trademark have the right to use ®, showing competitors that you’re serious about protecting your intellectual property. Trademark symbol registrations grant the right to sue in court and obtain monetary damages while also helping you to convince others to stop using a mark without the need to go to court.
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A trademark symbol registration is perpetual while it gets renewed every ten years, although you can reapply in advance after the 5th year as long as it meets specific requirements. The trademark must still get used as it was when originally registered. You are responsible for policing and defending your trademarks and challenging any individual or entity trying to use or file a trademark overlapping your registration.
Trademark Examples
Many types of trademarks exist and can get combined in several ways. Examples of Trademarks include:
Products
Company logos
Brand names
Slogans
Sounds
Fictitious characters
Symbols
State vs Federal Trademark
There are two types of trademark registrations in the U.S., state and federal. State trademark symbol registrations only protect your brand in that state and are usually simple and less expensive to do but could be taken from you in other states. Registering a federal trademark can be costly and require more effort but provides your trademark protection throughout the United States with greater legal capacity.
Servicemark vs Trademark
The difference between trademarks and service marks is that service marks get used for services, and trademarks typically refer to goods and products.
Trademark vs Copyright
The difference between a copyright and a trademark as intellectual property protection tools is that a copyright protects the contents and creations of a business, whereas a trademark protects the items that distinguish or identify a business entity from another, such as the logo or slogan.
U.S. Trademark Search: How to find out if your trademark is available
We ensure that your trademark is available with a preliminary USPTO trademark database search within our Federal Trademark service. If you’re unfamiliar with the database system, you can ask us to do it for you and avoid an incorrect trademark search and registration.
Trademark Registration Lawyers and Intellectual Property Law Firm
Spiegel & Utrera, P.A. wields nearly five decades of experience and commitment in helping entrepreneurs incorporate, litigate, and protect their business, assets, and intellectual property. Trademarks are a significant legal process, but the price doesn’t have to be; we will not be undersold while we stand behind a 110% lowest price guarantee. In most things, you get what you pay for, at AmeriLawyer.com, we provide top-quality service through subsidizing the cost to our clients via meticulous administration of resources. Call our law firm for a prompt and free consultation at (800) 603-3900 or fill out our short Trademark Inquiry Form and we’ll get back to you within a few business hours.
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.
Did you incorporate or form a company in one State but are doing business in another? Depending on the activities of your LLC or Corporation, a state may require you to file for a foreign entity registration, also known as a certificate of authority or foreign qualification. It enables you to transact business legitimately outside your state of original incorporation or company formation. If you don’t register, authorities may impose fines, penalties, prevent you from filing lawsuits, and discontinue your ability to do business in that state legally.
LLC’s and Corporations that need to apply for a foreign qualification
How do you know if your LLC or corporation needs to apply for a foreign entity qualification? Let’s take a look at some of the most common scenarios:
Having employees in the state.
Long-term business transactions.
Owning or leasing a warehouse, store, or office.
Possessing income-producing real estate or personal properties.
Why you should register your foreign company
If you formed your entity in another state, your entity is domestic to that state, and a foreign entity in every other state. An unregistered entity doing business in a state other than the original state of formation may be subject to fines, penalties, and lack of legal recourse. The foreign state might even prevent you from continuing to do business. Registering your foreign entity is similar to forming a new one, and is subject to separate state filings, fees, and taxes.
Why a foreign state wants you to register your entity
There are good reasons why it is important to the foreign state to register your entity:
Our attorneys will counsel you on all the legal, business, and tax implications.
We’ll put together a Company Kit with all the necessary documents.
Our Firm Prepares and Files the foreign entity registration based on your needs.
Final Approval by State authorities.
Please note that your foreign state might require you to obtain business licenses even if you possess them in your entity’s domestic state. Your LLC or corporation must also be in good standing with your domestic state in order to apply for a Certificate of Authority and register your entity in the foreign state. If you have any questions about the process, call (800) 603-3900 to speak with us immediately.
Maintaining a Foreign LLC or Corporation Registration
The maintenance of a foreign entity registration is similar to a domestic LLC or corporation formation. It includes the maintenance of annual or biennial filings, reports, taxes, business licenses, registered agents, and good standing—in both your domestic and foreign states.
States require companies to register as a foreign entity to ensure they meet tax and regulatory requirements. If you are unsure whether your corporation’s activities call the need for a foreign registration, call our main office at (800) 603-3900 to speak to someone who can help you immediately. A foreign entity registration and obtaining the Certificate of Authority is a legal and business formation process; avoid the potential pitfalls of doing it with a non-lawyer formation service or agency.
Spiegel & Utrera, P.A. equips you with a combined 175+ years of legal and business formation experience, knowledge, and affordable, honest service. Our attorneys know what they’re doing and will go above and beyond to make sure that your business is protected and brandishing every potential advantage possible.
Get your Foreign LLC or Corporation Registration and Certificate of Authority
What is a Corporate Kit? A Corporate Kit is a compilation of a business’ most important records. Corporate Kits typically come as binders, making it easy for a business to stay organized by storing all essential company records in one place. Local, state, and federal authorities, among attorneys and accountants, may need to see your Corporate Kit in the event of any proceedings or transactions. Corporate Kits aren’t expensive and can serve the purpose of helping you avoid fines, penalties, legal action against you, and losses such as that of your business license.
‣ Order by Phone at (800) 603-3900 from 8:30am – 5:30pm EST.
Bonus! Purchasing a fully customized Corporate Kit from us for $29.95 rewards you a Free 30-DAY Trial to our General Counsel Club – That’s 30 days of Unlimited Legal Advice.
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What’s inside a Corporate Kit?
The contents of the Corporate Kit are documents that meet the legal requirements for your business. Corporate kits also comprise records that are critical when dealing with matters like court proceedings, raising capital, contracts, taxes, and accounting, transferring ownership, as well as the rules and policies of your business. The corporate kit includes:
Articles of Incorporation
The articles of incorporation in are a legal document in the Corporate Kit that solidifies the existence of a business entity within a state. Along with corporate bylaws, the articles of incorporation outline the jurisdiction of a corporation, as granted by the state government. The Articles of Incorporation typically include the name of your corporation, its purpose, the type of business it is, the address for the physical location and the address for where the mail will go (registered agent), the number of shares or members, and the bylaws of the business.
Corporate Seal and Book
The Corporate Seal is the signature of your business as a separate legal entity. The seal in a Corporate Kit is used to produce an imprint on official paperwork like legal documents and contracts; leases and agreements, employment and vendor contracts, loan documents, minutes, operating agreements, and other company records. The Corporate Seal may also be used to authorize and legitimize stock or membership certificates. Having one makes your business stand out as more professional to any possible investors.
Company Minutes
Corporate Minutes is the term used for the notes that a secretary records in and of the meetings held by the board of directors, owners, members, officers, or shareholders. A secretary or assigned person will write a record of every decision, outcome, or resolution discussed in that meeting as “minutes” and collect them in the Corporate Kit. The corporate minutes may be required in significant business matters such as IRS audits, raising capital or borrowing money, by an accountant to prepare taxes, or by an attorney in court proceedings—among many other matters.
Corporate Bylaws
Corporate Bylaws in a Corporate Kit dictate the set rules of a corporation. Every business requires rules and guidelines in which to operate, regardless of type; LLC, Corporations, Non-profits, Partnerships. Business 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 legal complexities and implications.
Membership or Stock Certificate
A stock certificate is a legal document declaring that you own shares of stock within a corporation. A stock certificate certifies that you are the registered owner of a certain number of shares or a percentage of the company, transferable only by you, and organized under the laws of the state. Corporate Kit stock certificates are usually created with complex art designs to keep them from counterfeit reproduction. It includes your name, business name, identification number, the number of shares or percentage of ownership, the corporate seal, and signatures from authorities such as the president or treasurer.
Preliminary Name Search – LLC or Corporation
The name of a business must abide by all state requirements and be uniquely distinguishable from other business names. If you use a name that is too similar to a name used by your competition, that business may accuse you of a trademark violation; you might be forced to choose a different name and may even have to pay monetary damages. Part of our complete Corporate Kit includes, at no additional cost, our attorneys performing a preliminary name search and helping you find and choose a name that avoids any possible legal penalties.
Corporate Kits for LLC’s, Corporations, and Non-Profits
There are different Corporate Kits to choose from for each type of business entity, such as LLC’s, Corporations, and Non-Profit Corporations.
For-Profit Corporation Records Book & Seal Kit includes:
Completed Corporate Records Book and Seal
Slip Case Cover
Corporate Organizational Minutes and Resolutions
Corporate By-Laws
Corporate Ownership Register
Banking Resolution
Stock Certificates
Limited Liability Company Records Book & Seal Kit includes:
Completed Company Records Book and Seal
Slip Case Cover
Company Organizational Resolutions and Minutes
Company Regulations
Company Ownership Register
Company Banking Resolution
Company Membership Certificate
Non-Profit Corporation Records Book & Seal Kit includes:
Completed Corporate Records Book and Seal
Slip Case Cover
Corporate Organizational Minutes and Resolutions
Corporate By Laws
Stock Certificate
The Importance of a Corporate Kit
The Kit holds great importance for a variety of business and legal matters, including:
Licenses
Since many licensing authorities require company documents over time, the Corporate Kit is essential to substantiate the information.
IRS Audits
The Corporate Kit is the most complete business record-keeping tool one can have. Should an audit occur, its contents will likely be required. There are situations where the IRS and state taxing authorities may want to review your Corporate Kit.
Borrowing Money
Banks and creditors perform strict due diligence to qualify a business before lending money. They may ask to review components of your Corporate Kit to satisfy their requirements.
Investors
Many investors might want to view documents within your Corporate Kit before they invest in your company. If you cannot provide this, they may be less willing. Having a professional and organized corporate kit with book and seal, stock certificates, minutes, and other material will give investors the transparency they want to make them feel good about the deal.
Need help starting a LLC or Corporation?
Forming a company with an experienced law firm rather than a non-lawyer agency or by yourself can help you avoid negative business, tax, and legal implications and penalties within your jurisdiction.
We’ll make sure you incorporate with the best tax rates and corporate structure for your particular venture, using our 175 years of cumulative experience with over 260,000 clients.
Forming a Corporation with us provides you with free legal advice and a complete corporate kit with a 110% lowest price guarantee. If you were to do it yourself or through a non-lawyer agency, you won’t receive the important legal advice you need and the complete corporate kit that S Corporations should have to ensure a safe and successful start.
Have any legal or business questions or concerns? We have an answer at (800) 603-3900
Each Corporation or Limited Liability Company is COMPLETE
INCLUDES “Includes State Filing Fee” INCLUDES Seal and Book INCLUDES Formation Articles/Certificate INCLUDES Company or Corporate Minutes INCLUDES Corporate or LLC Regulations INCLUDES 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).
A Texas LLC certificate of formation is a legal document that formalizes the creation of a limited liability company in the state. You can file the document by mail, online, or phone at (800) 603-3900. In this article, let’s go over everything you need to know about the LLC certificate of formation in Texas.
Why a Texas LLC Certificate of Formation is needed
You will need to file Form 205 and obtain an LLC certificate of formation in Texas to operate an official limited liability company in Texas. Only legally organized LLCs can benefit from the liability protection, pass-through taxation, tax credits, programs, funding, branding potential, and flexibility a formal Texas LLC provides. After we file your document, the state typically takes 3-5 business days from the day of receipt to approve your creation.
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Examples of businesses that can’t get a Texas LLC Certificate of Formation
An LLC certificate of formation in Texas may get created for any lawful purpose. But there are some prohibited purposes, businesses, and practices that an entity in the state cannot engage in, such as:
Operating as a bank
Trust company
Savings association
Insurance company
Cemetery organization
Title company
Labor unions
Animal agriculture
Oil pipeline business
Petroleum oil production
Businesses that require a business license
Also, keep in mind that the LLC certificate of formation (Form 205) cannot be used to practice a licensed activity in Texas. You need to form a professional LLC to operate in this capacity.
Cost for getting a copy of the Certificate of Formation in Texas
The cost for obtaining a copy of an LLC certificate of formation (form 205) in Texas is $30. If you formed an LLC with us, give us a call at (800) 603-3900 to obtain a copy of your certificate of formation. You can also submit your details at our assistance form above and someone will contact you within 4 business hours.
Filing a Texas LLC Certificate of Formation Online
To file a Texas LLC certificate of formation, whether by phone, mail, or online—you will need to be a U.S. citizen or resident and present the following articles of personal and business information:
Entity Name and Type. In this article, you will provide your company name and organizational designation. Note that the LLC certificate of formation in Texas cannot get filed if the chosen name is taken or is too similar to an established LLC name.
Registered Agent. A registered agent is a point of contact and correspondence for your Texas LLC. It could be a domestic or foreign entity or a resident of Texas. The LLC cannot act as its registered agent.
Governing Authority. You need to inform the state if the LLC has appointed managers and provide the name and address of each one. If there are no managers and only members, provide their names and addresses.
Purpose. Tell the state what the purpose of your business is. It may be any lawful purpose.
Along with the required information above, you will also need to specify the following provisions or business information:
Duration (perpetual unless otherwise stated)
Organizer (may be an individual or legal entity)
Effectiveness of filing (when filed by the state, or any date within 90 days of signature)
Execution (you must sign the document but you don’t need it notarized)
Payment and delivery instructions (mail, phone, online; personal checks, money orders, debit and credit cards)
How to get a Certificate of Formation restated for your Texas LLC
To get your LLC certificate of formation restated in Texas, you must file Form 415. If you want your Texas LLC certificate of formation reinstatement to include new amendments, you must file form 414.
Getting an amendment to a Certificate of Formation in Texas
To get an amendment to the certificate of formation in Texas, you must file Form 424 (Certificate of Amendment). If you need to reinstate your Texas LLC while also including amendments, you must file Form 414. The amendments must get approved by the votes and signatures of all the company’s members and managers.
Agreements, Provisions, and Indemnification with a Certificate of Formation
If you’re forming an LLC, consider hiring an attorney to prepare and file your company documents to include provisions, agreements, and indemnification to your Texas LLC certificate of formation. Non-lawyer company formation services cannot lawfully give you legal advice and counsel you on protecting your business from any unfavorable outcomes and implications. The cost of starting a Texas LLC with our attorneys is relatively inexpensive (supported by a 110% lowest price guarantee) and rewards you with so much more, including peace of mind:
There are many options available for starting an LLC, but few outweigh the benefits of an LLC in PA. Pennsylvania is one of the most prosperous North American states as one of the original 13 U.S. colonies—offering multitudes of tax incentives, credits, and programs for entrepreneurs to use. Before we get into the state-specific benefits of a Pennsylvania LLC, let’s go over the top advantages of forming a limited liability company in general.
Limited Liability Protection
Starting with the most crucial benefit of a PA LLC, limited liability can separate the financial and legal obligations of the company from its members. In case of a lawsuit, members can be protected due to a legal shield the entity provides, which defends personal assets. Keep in mind that this liability protection is limited and will not shield a member from wrongful or illicit acts.
Pass-Through Taxes
Another vital benefit of a PA LLC is its ability to avoid federal income taxes. Taxation will bypass the LLC and go directly for the members’ profits. In this scenario, all of the money earned by the LLC can go straight to the member, and taxation will only occur on their income. Other entities such as a C-Corporation don’t have this advantage, and its leaders are essentially taxed twice.
Simplicity and Flexibility
Other PA LLC benefits include its ease in formation and simplicity to sustain when compared to other entities. You don’t need to maintain certain company formalities or file taxes for the single-member LLC. You also have the flexibility of functioning as a single-member LLC, a multi-member LLC, or a multi-member LLC led by an operating manager.
Increased Perception of Credibility and Reliability
As a formal business entity, a limited liability company receives the perception of a more trustworthy business structure when compared to an individual or a sole proprietorship. Starting a PA LLC adds an extra layer of reliability for employees, customers, and other businesses. Your LLC is required to adopt ‘LLC’, ‘L.L.C.’ or ‘limited liability company’ into its name, which immediately lets people know that you are a formal business and not just a fly-by-night company.
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Pennsylvania LLC Advantages: Tax Credit Programs
The benefits of an LLC in PA don’t end with the general advantages; Pennsylvania is currently hosting several different tax credits and programs to aid economic development in the State. Depending on the nature and location of your business, you may be able to qualify for these incentives.
Research and Development Tax Credit Program
LLCs in Pennsylvania get incentivized to conduct certain types of research that qualify for tax credit compensation.
Mixed-use Development Tax Credit Program
This program grants PA LLCs tax credits for eligible construction or rehabilitation projects.
Malt Beverage Tax Credit Program
Are you in the business of manufacturing malt or brewed beverages? Well, you may be able to qualify by forming an LLC and applying for this program.
Educational Tax Credits
This tax credit applies to a PA LLC contributing to scholarship organizations that provide scholarships for students in underachieving schools.
Keystone Innovation Zone Tax Credit
This incentive nurtures entrepreneurship in Pennsylvania by offering tax credits to certain types of companies within the Keystone Innovation Zones.
Keystone Special Development Zone
This tax credit incentivizes the redevelopment of abandoned or deteriorated commercial and industrial sites.
Historic Preservation Tax Credit
This tax credit compensates a PA LLC for rehabilitating eligible historic structures.
Neighborhood Assistance Program
The NAP motivates the engagement in activities that improve community economic development in poor neighborhoods.
Resource Enhancement and Protection Tax Credit
Farmers and agriculture businesses can benefit from this tax credit under the tone that they implement proper management practices in agricultural operations.
Entertainment Production Tax Credit
Film or video game production companies can benefit from this tax credit.
Entertainment Economic Enhancement Program
This program rewards tax credits to tour operators representing musicians for live musical performances within the state.
Pennsylvania Resource Manufacturing Tax Credit
You’ll be awarded a tax credit of five cents per gallon of ethane bought and utilized in producing ethylene, with the condition that the company invests at least $1 billion in capital and creates a minimum of 2,500 full-time jobs while constructing the manufacturing facility.
Coal Refuse Energy and Reclamation Tax Credit
Certain facilities that generate electricity by using coal refuse to generate power, control acid gases for emission control, and use ash produced by the facilities to reclaim mining-affected sites, may be compensated with this tax credit.
PA LLC: Disadvantages
While an LLC in Pennsylvania may be a fantastic option for many entrepreneurs, it doesn’t come without its downsides—and in the context of certain types of businesses, it isn’t feasible or even possible. Let’s list the disadvantages:
More expensive than a Sole Proprietorship or Partnership in both formation and maintenance.
Annual report fee
An LLCs’ income is subject to self-employment tax due to profits passing through directly to its member(s). A corporations’ shareholder only pays such taxes on their salary and not on the corporate profits. For this reason, depending on your business, an LLC may not be the most tax-friendly entity for you.
Employee benefits such as medical insurance may get treated as taxable income in an LLC. For employees of a corporation, it may not be the case.
Raising capital may be limited by the inability of an LLC to issue stocks and bonds like corporations, discouraging investors.
Businesses that can’t start an LLC in Pennsylvania
Certain types of businesses are ineligible for PA LLC formations, some of these include:
Real Estate Investment Firms
Rare Coin or Stamp Dealers
Banks, Finance, Leasing, and Insurance Firms
Pyramid Sales
Charities
Churches
Loan Packaging
Multi-channel Distribution
Should the legal formation of an LLC get handled by Attorneys or an LLC formation service?
Form a PA LLC by Phone: call our law firm at (800) 603-3900
Starting an LLC in PA: Business Attorneys VS LLC Formation Services
In all fairness, LLC formation services have their place, but the concern lies in their inability, by law, to give you legal advice based on your business and personal needs. There are many cases of entrepreneurs unwittingly piercing the corporate veil and losing their limited liability protection for not having a map and compass of their judicial landscape. When forming and operating an LLC in Pennsylvania, those misinformed and misguided often overlook the legal implications and pitfalls concerning their business endeavors, such as transferring assets to other entities, failing to maintain proper separation of business and personal assets or identities, and failure to follow corporate formalities.
At no extra cost, Spiegel & Utrera, P.A. includes legal and business advice along with your PA LLC formation. You’ll speak to attorneys with a combined 175+ years of legal experience and cover all your bases.
WI LLC LOOKUP – WISCONSIN LLC PRELIMINARY NAME SEARCH
Starting an LLC in Wisconsin begins with a WI LLC lookup; we will perform a preliminary Wisconsin LLC name search during the initial steps of LLC formation and ensure that your desired business name is available to you. Avoid choosing the wrong company name, and instead, learn how to create an advantageous one with the tips below.
Submit Details and Get our Attorneys to Call YOU!:
* Please give our attorneys up to 4 business hours to call your phone. Thank you.
STEPS TO CREATE A NAME TO USE IN YOUR WI LLC LOOKUP
Before searching for the availability of a business name in the WI LLC lookup database, let’s go over how to craft great names for your Wisconsin LLC. We know how hard it can be to create an available limited liability company name that follows legal requirements, gives your business a competitive advantage, and represents your business values. Here are some steps to keep in mind:
Step 1: Make your LLC name memorable, catchy, and easy to pronounce
Consider a business name that insinuates what you’re offering, what you do, or what sets you apart.
You may use acronyms such as CVS or BMW, which help to shorten long names and make them catchy, memorable, and easier to pronounce.
Use word mash-ups for your WI LLC, such as Nabisco (former name of Nabisco Biscuit Company), Garmin (based on founders Gary Burrell and Dr. Min Kao).
Gain inspiration from mythology or classic literature to create a name, such as Nike (goddess of victory in ancient Greek religion).
Use foreign words or even your name, alias, or nickname.
Use map locations to identify potential LLC name variations based on your target market.
Step 2: Ensure it’s brandable
Brandable LLC names are typically undescriptive, such as Google or Amazon. Company names like these owe their branding potential to uniqueness and memorability. One of the main downsides to words like these is their non-descriptive nature, requiring additional investment in creating brand awareness.
Step 3: Confirm website domain name and social media availability
Apart from confirming your Wisconsin LLC name is legally attainable with the state in the WI LLC lookup database, some may also suggest verifying social media and website domain name availability, ensuring uniformity across all platforms.
Step 4: Make it timeless
An evergreen name that will always be relevant and stand the test of time.
Step 5: Consider the future
You want a name that won’t limit your growth, expansion, mergers, locations, and changes to your product line or services in the future.
WISCONSIN LLC SEARCH FOR A NAME
In performing a Wisconsin LLC search in the WI LLC lookup database, you will find out whether or not your name is legally available. Below we will outline standards, restrictions, and suggestions based on Wisconsin state business name guidelines.
The name of your Wisconsin limited liability company must be distinguishable from all others; none may be the same or deceptively similar.
Company names that use words that describe or convey the impression that the business is engaged in practices that it isn’t, such as using ‘insurance’ in the name while it isn’t an insurance company—unless the name makes it clear that it isn’t.
Avoid unimportant words (the, and, of), including numbers and letters (unless using acronyms). Also, discard generic verbiage (corporation, incorporated, company, etc.) or their abbreviations.
Legal considerations when naming your Wisconsin LLC
Using a name that is too similar to the one used by your competitors, that company may accuse you of a trademark violation; you might get forced to adopt a different name and may even have to pay monetary damages. Part of our complete company formation package includes, at no additional cost, our attorneys helping you find and choose a name that avoids any potential legal penalties. Unlike many Wisconsin LLC formation services, we provide you with legal counsel and advice from our in-house business attorneys.
WISCONSIN FICTITIOUS NAME REGISTRATION – DBA IN WISCONSIN
A Wisconsin fictitious name registration or DBA in Wisconsin (doing business as) may highlight the services or products you offer and include the locations you service. Registering a fictitious name in Wisconsin is valuable for companies. The company may permanently use its name. However, if it wishes to use any other, it must file a Wisconsin fictitious name registration. Once you have your Wisconsin fictitious name registered, you can use your localized DBA in Wisconsin name in your advertising copy.
What you need to know about a Wisconsin Fictitious Name Registration
You can use your localized Wisconsin DBA on print and online ads, billboards, bus stops, etc. If a business does not comply with the Wisconsin laws on fictitious or DBA name registrations, the results may be unfavorable in a court of law.
Expiration of a Wisconsin Fictitious Name Registration
If you have a Wisconsin fictitious name registration now, consider that it will be effective for a lifespan of five years—expiring on December 31st of the fifth year.
Get your SBA Loan Amount Reconsidered with Spiegel & Utrera, P.A.
Spiegel & Utrera, P.A. was able to increase an initial Economic Injury Disaster SBA Loan amount from $24,000 to $324,000 for a client in the bar and restaurant industry! We are confident that we may be able to secure an additional sum of $600,000 for their other two locations, which would bring the total amount to nearly $1,000,000.
HOW TO GET THE SBA TO RECONSIDER YOUR LOAN
In the beginning of the pandemic, our client applied for the Small Business Administration’s Covid-19 Economic Injury Disaster Loan (EIDL). The loan provides economic relief to small businesses and nonprofit organizations experiencing a temporary loss of revenue due to the pandemic.
At the time, the loan only required a simple online application. The U.S. Treasury wanted the money to be quickly distributed to businesses that needed it, so loans were being applied for and money given out with little oversight.
The application process was simple but did not gather enough details to get the financial help our client needed. The initial loan amount was $24,000 for one restaurant and $6,000 for each of the other two locations. To say the least, our client was frustrated. A program designed to assist businesses affected by the pandemic only awarded a loan amount that would not cover a single month’s expenses.
At this point, the client felt helpless. They knew the loans granted by the SBA would not be enough to get their business through the pandemic, so they turned to Spiegel & Utrera, P.A. to get someone to fight for them.
Under our representation, our client was able to stop taking time away from his business while we focused our time on getting them more money.
We quickly noticed that our application was not being handled diligently. The case was being assigned to several officers who were unable to coordinate their information with each other, further prolonging and complicating an already difficult process. To rectify the issue, our firm filed a complaint with the SBA Public Affairs Office, and we were eventually able to work with a single loan officer. We also made sure to submit more information for our client, such as their tax returns and transcripts, as well as their profits, losses, and balance sheets, which were critical to ensuring we could get them the best loan possible.
Initially, we sought the allowed loan limit of $150,000. However, during the reconsideration process, the SBA increased the loan limit for the COVID-19 EIDL program from 6-months of economic injury with a maximum loan amount of $150,000 to up to 24-months of economic injury with a maximum loan amount of $500,000. We promptly submitted changes to our reconsideration and requested a new loan amount of $500,000.
Working with the SBA, Spiegel & Utrera, P.A. managed to increase the first loan from $24,000 to $324,000, and one $6,000 loan is soon to possibly receive the same amount. The second $6,000 loan is currently pending reconsideration, and we are confident we will get similar results!
To be in a position to receive a sizable business loan, we strongly advise all our clients to keep detailed and accurate business records. Keep complete records of your expenses and revenue, pay your quarterly or yearly taxes, and hire an accountant or install an accounting software such as QuickBooks. Most importantly, be sure to file your taxes. If you do not file your taxes, you will not have a tax transcript from the IRS and therefore will not be able to receive a loan.
Additionally, be sure to maintain an active entity status by filing your required annual reports, and prepare the notice and minutes for your company meetings. The minutes can show proof that the entity has authorized an officer to apply for the business loan and get the process started quickly.
Most importantly, if you need a loan or need a loan reconsidered for a higher amount, contact us at ClubAssist@AmeriLawyer.com or give us a call at (800) 603-3900 ext. 219 and ask to speak with Larry Spiegel.
* Please give our attorneys up to 4 business hours to contact you. Thank you.
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.
