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How to Avoid Foreclosure | Save your home | Foreclosure 101

How to Avoid Foreclosure | Save your home | Foreclosure 101 published on

What Foreclosure Means

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

What is Pre-Foreclosure?

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

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

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

What is a Short Sale?

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

What is Strategic Default?

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

Mortgage Foreclosure is Debt Collection

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

What to Expect in a Foreclosure?

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

1st Month – The Missed Payment

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

 Notice of Default

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

 3rd Month – Pre-Foreclosure

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

 Notice of Trustee’s Sale

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

 6th Month to a Year – Foreclosure

If no one buys the home at the foreclosure auction, the bank or lender claims the property and sells it through real estate agents, auctions, and property listing services.
CLICK HERE to read about ‘Avoiding Foreclosure’ from HUD.gov

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Employment Discrimination and Workplace Harassment 101

Employment Discrimination and Workplace Harassment 101 published on

WHAT IS EMPLOYMENT DISCRIMINATION?

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

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WHAT ARE THE TYPES OF EMPLOYMENT DISCRIMINATION?

Job Discrimination

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

 Gender-Pay Differences

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

 Age Discrimination

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

 Disability Discrimination

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

 Family Leave

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

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

 Workplace Safety

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

 Pregnancy Discrimination

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

 Military Leave

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

 Immigration

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

OLDER WORKERS AND AGE DISCRIMINATION CLAIMS

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

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

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

PREGNANCY IN THE WORKPLACE

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

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

LIABILITY FOR SEXUAL HARASSMENT OF EMPLOYEES

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

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

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

EMPLOYER LIABILITY FOR HARASSMENT AT WORK

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

THE BENEFITS OF EMPLOYMENT AGREEMENTS

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

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

HOW DO YOU PROVE EMPLOYMENT DISCRIMINATION?

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

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

  • Agreement Reviews
  • An Employee Manual
  • An Employee Warning Notice
  • Anonymity
  • Asset Purchase Agreements
  • Authorization for Release of Information for Employment Screening
  • Avoiding Probate with the use of an Ownership Trust for Corporate Stock
  • Bank letter
  • Business license
  • Capital stock, non-voting stock, preferred stock
  • Certificate of Good Standing
  • Choosing a Name for Your Corporation
  • Corporate Stock Purchase Agreements
  • D & B Number
  • Daily/Weekly Time Record
  • Employee Benefits & Policies
  • Employment Agreement
  • European Union Save Harbor Website Privacy Policy
  • Federal Copyright for Your Website
  • Federal Servicemark
  • Federal Tax ID Number
  • Federal Trademark
  • Fictitious, Assumed or Alternate Business Name
  • Franchise Agreements
  • Franchise Agreements Review
  • Indemnification Agreement
  • Independent Contractor Agreement
  • IRS Section 1244 Corporate Stock
  • Labor Law Notices
  • Lease Reviews
  • Lender’s Agreement and Promissory Note
  • Mail Forwarding
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  • Notice of Acknowledgement of Pay Rate and Payday
  • Ongoing Legal Assistance
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  • Privacy Policy for Your Website
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  • Security Agreement
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  • Service Disabled Veteran Small Business Certification
  • Sexual Harassment Prevention Policy
  • Shareholder Divorce Protection
  • Shareholder’s Restrictive Agreement
  • Start-Up Money for Your Business
  • State New Hire Reporting
  • State Sales Tax Number
  • State Servicemark
  • State Trademark
  • State Unemployment Tax Account Number
  • Stock Options
  • System for Award Management (SAM) Number
  • Taxpayer Identification Number for Foreigner
  • Terms and Conditions for Your Website
  • USDOT Number
  • Veteran Owned Small Business Certification
  • Women Owned Business Certification
  • Worker’s Compensation Exemption Registration for Construction
  • Worker’s Compensation Exemption Registration for Non-Construction

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Intellectual Property 101: Copyright, Trademark, Tradedress

Intellectual Property 101: Copyright, Trademark, Tradedress published on

WHAT IS INTELLECTUAL PROPERTY?

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

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What Types of Intellectual Property are there?

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

Do I Need a Lawyer?

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

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WHAT IS A COPYRIGHT?

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

What is Fair Use in Copyright Law?

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

What is a Trade Secret Copyright?

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

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WHAT IS A TRADEMARK?

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

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Click Here To Register Your Trademark

What are the Trademark or Servicemark Registration Requirements?

The Federal Trademark or Servicemark Registration requirements include:

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

WHAT IS A TRADE DRESS?

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

What is the difference between Trade Mark and Trade Dress?

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

PROTECTING YOUR BUSINESS’ INTELLECTUAL PROPERTY

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

OTHER SERVICES:
  • Agreement Reviews
  • An Employee Manual
  • An Employee Warning Notice
  • Anonymity
  • Asset Purchase Agreements
  • Authorization for Release of Information for Employment Screening
  • Avoiding Probate with the use of an Ownership Trust for Corporate Stock
  • Bank letter
  • Business license
  • Capital stock, non-voting stock, preferred stock
  • Certificate of Good Standing
  • Choosing a Name for Your Corporation
  • Corporate Stock Purchase Agreements
  • D & B Number
  • Daily/Weekly Time Record
  • Employee Benefits & Policies
  • Employment Agreement
  • European Union Save Harbor Website Privacy Policy
  • Federal Copyright for Your Website
  • Federal Servicemark
  • Federal Tax ID Number
  • Federal Trademark
  • Fictitious, Assumed or Alternate Business Name
  • Franchise Agreements
  • Franchise Agreements Review
  • Indemnification Agreement
  • Independent Contractor Agreement
  • IRS Section 1244 Corporate Stock
  • Labor Law Notices
  • Lease Reviews
  • Lender’s Agreement and Promissory Note
  • Mail Forwarding
  • Minority Business Certification
  • Notice of Acknowledgement of Pay Rate and Payday
  • Ongoing Legal Assistance
  • Perfecting any Lien Created by the Security Agreement
  • Privacy Policy for Your Website
  • Qualified Sub Chapter S Subsidiary
  • Security Agreement
  • Service Agreements
  • Service Agreements
  • Service Disabled Veteran Small Business Certification
  • Sexual Harassment Prevention Policy
  • Shareholder Divorce Protection
  • Shareholder’s Restrictive Agreement
  • Start-Up Money for Your Business
  • State New Hire Reporting
  • State Sales Tax Number
  • State Servicemark
  • State Trademark
  • State Unemployment Tax Account Number
  • Stock Options
  • System for Award Management (SAM) Number
  • Taxpayer Identification Number for Foreigner
  • Terms and Conditions for Your Website
  • USDOT Number
  • Veteran Owned Small Business Certification
  • Women Owned Business Certification
  • Worker’s Compensation Exemption Registration for Construction
  • Worker’s Compensation Exemption Registration for Non-Construction
Spiegel & Utrera, P.A.
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Unlimited Legal Advice: $139.95 Per Year
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What is a Real Estate Dispute? | Real Estate Lawyer

What is a Real Estate Dispute? | Real Estate Lawyer published on

WHAT IS A REAL ESTATE DISPUTE?

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

Types of Real Estate Disputes include:

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

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

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

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

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

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HOW TO PREVENT A REAL ESTATE DISPUTE?

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

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

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

WHAT ARE THE REMEDIES FOR A REAL ESTATE DISPUTE?

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

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

DO I NEED AN ATTORNEY?

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

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If you are a member of Spiegel & Utrera, P.A.’s General Counsel Club and have business related questions, call 1-800-734-9900 or clubassist@amerilawyer.com for assistance.
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What is a Breach of Contract? | Business Lawyer

What is a Breach of Contract? | Business Lawyer published on

WHAT IS A BREACH OF CONTRACT?

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

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WHAT TYPES OF BREACH OF CONTRACT ARE THERE?

The types of breach of contract include:

MATERIAL BREACH

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

 ANTICIPATORY BREACH

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

 MINOR BREACH

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

 ACTUAL BREACH

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

 FUNDAMENTAL BREACH

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

WHAT HAPPENS IF THERE IS A BREACH OF CONTRACT?

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

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WHAT ARE THE REMEDIES OF A BREACH OF CONTRACT?

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

COMPENSATORY DAMAGES:

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

 PUNITIVE DAMAGES:

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

BREACH OF CONTRACT AND MANDATORY ARBITRATION

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

WHAT CAN YOU SUE FOR IN A BREACH OF CONTRACT?

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

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

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

OTHER WAYS WE CAN HELP

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C-Corporation | Corporate Law Firm Miami

C-Corporation | Corporate Law Firm Miami published on

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

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

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C-Corporation Taxes, Tax Rates, and Tax Forms

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

C-Corporation Advantages | The Pros

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

C-Corporation Disadvantages | The Cons

As for some of the disadvantages of the C-Corporation, it depends on several factors concerning your business. In which case it may be more beneficial to start an S Corporation or LLC instead. The first and biggest shortcoming is the double taxation present for C-Corporations. Depending on your state, you may also have to pay the franchise tax. You and the other shareholders also can’t deduct any corporate losses on their taxes—wherein S Corporations you could. C-Corporations are also a bit more complicated to maintain. You may need to pay annual state fees and file annual reports, have a corporate seal and book, keep corporate minutes of shareholder meetings—among other records of corporate operations. C-Corporations in California have to pay ‘The California Franchise Tax’ of $800 a year. Most states have annual filing requirements for C-Corporations to maintain an active status. Failure to submit a filing can result in your entity getting dissolved or even the possible loss of your C-Corporation’s name.
Forming, Starting, and Establishing a C-Corporation
You can choose to use an online service to start a C-Corporation, and typically, you’ll get the articles of incorporation and an Employee Identification Number (EIN). They may not or cannot provide you with everything else you need: For starters, elements of a corporate kit that satisfy federal and state demands; such as the minute book, stock certificates, ownership registration, and by-laws. They also might not be attorneys and cannot provide you with the legal advice necessary to prevent negative legal implications. By giving you a complete corporate kit and rendering free legal advice we ensure that you don’t: risk money, time, getting sued, or the loss of your business licenses. We’ve helped over 265,000 clients incorporate or form a company. We give you our ‘110% lowest price guarantee’ so that you get a fair deal while being a defense for your business that shields you from losses and negative legal implications.
LLC vs C-Corporation
An LLC, like a C-Corporation, has limited liability protection for all its owners—known as members in an LLC. Single-member LLC’s, for tax purposes, are pass-through and disregarded as separate entities from their owner. The member reports business income on personal taxes. An LLC could choose to be taxed as a C-Corporation by filing Form 8832. Both the LLC and C-Corporations may be liable to pay employment taxes. An LLC doesn’t have shareholders or stocks; they exchange and transfer financial interest through a membership certificate. A member may only transfer financial interest—not management rights unless stated otherwise in the operating agreement. The LLC elects members in the Certificate of Organization during its formation. Beyond that, new members can be chosen by the unanimous vote of all members or based on the rules within the operating agreement. Nearly all of the LLC’s business rules—from the method of accepting new members to profit distribution—can be declared in the operating agreement. If you’re thinking of starting an LLC, a legal entity—our law firm can assist you with forming an LLC. At Spiegel & Utrera, P.A. we provide the client with a Complete Corporate Kit and legal advice for your formation.
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S Corporation vs C-Corporation
In regards to taxes—an S Corporation is the most tax-advantageous class of corporation you can own! You have to meet some requirements to form an S Corporation, but you’ll get to enjoy distinct advantages. Like a C-Corporation, you can have shareholders and stocks, but you can’t have more than one class of stock and 100 shareholders. You also can’t establish an S Corporation if your business is a bank or insurance company. Like the C-Corporation and Limited Liability Company, you also receive the limited liability status. You get pass-through taxation, and only pay taxes for your business income on a personal return; avoiding a C-Corporation’s double taxation. Though if you have employees, you might have to pay employment taxes as well. We understand that incorporating online involves some research; when you’re ready, get someone on your side that can answer all your legal questions and give quality service at a great price!
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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!
CLICK HERE TO FORM AN LLC ONLINE

S-CORPORATION VS SOLE PROPRIETORSHIP

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

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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:

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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

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

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

It’s quick and easy!

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

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.

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