501(a) Tax Exemption Compliant for Georgia Non-Profit Corporation
$239.95
Price Includes State Filing Fee!
INCLUDES GEORGIA STATE FILING FEES, ATTORNEY'S FEES, CORPORATE OR COMPANY SEAL AND BOOK, CERTIFICATE OR ARTICLES OF INCORPORATION OR ORGANIZATION, CORPORATE OR COMPANY MINUTES, BY LAWS, STATE AND 501(A) CORPORATE RECORDS COMPLIANCE, MEMBERSHIP OR STOCK CERTIFICATE AND PRELIMINARY NAME SEARCH)
For one low fee of $239.95, your Non Profit 501(a) Corporation is COMPLETE and
Yes, even Includes Attorney's Fee(No Hidden Attorney Fees). |  Get Started Today! INCORPORATE IN GEORGIA  Click Here! |  |
In order to qualify for possible 501(a) status, you must first comply with the Internal Revenue Service Regulations. Spiegel & Utrera, P.A. will prepare your Articles of Incorporation, Corporate By-laws and other corporate documents for compliance with the requirements needed to meet the definition of a tax exempt corporation at the federal level as well as for the specific type of entity at the state level.
Getting Started:
Information and Services for the success of your business from Spiegel and Utrera, P.A.:
Starting a business is hard work. Creating a successful business is even harder. Don't let your business fail before it even gets off the ground. Let Spiegel & Utrera, P.A. help jump start your new enterprise and put you on the road to success. Scroll down to see valuable business information and all of the start-up services that Spiegel & Utrera, P.A. provide. Click on any of the links below to jump to that section.
FORM YOUR 501A NON PROFIT ONLINE NOW!
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SUCCESS STARTS WITH PLANNING! LET SPIEGEL & UTRERA, P.A. HELP YOU GROW YOUR BUSINESS.
Many businesses fail to complete their initial year. Usually this is because the owners of the business simply lacked the knowledge necessary to run a successful enterprise. When you incorporate with Spiegel & Utrera, P.A. you become part of our family. As part of our family we are dedicated to see you and your business grow into a thriving enterprise. Below you will find valuable information and services to help you start your business. Many pitfalls that cause start-up businesses to fail are discussed and ways to avoid these pitfalls are recommended. Please take a minute to look over the information below. It just may save your business.
WHAT IS 501(a) TAX EXEMPT QUALIFICATION AND RECOGNITION? Return to Menu
Besides the ubiquitous 501(c)(3) corporations, there are other types of non-charitable corporations that are exempt from federal income tax as well. These include civic leagues and social welfare organizations (which include local associations of employees, certain homeowners' associations, advocacy organizations, and junior chambers of commerce); labor, agricultural, and horticultural organizations, such as labor unions or organizations connected with raising livestock, forestry, harvesting crops, aquatic resources or the cultivation of useful or ornamental plants; business leagues or other organizations formed to promote the interests of a particular industry or industries, such as trade associations and chambers of commerce; social and recreation clubs, such as college fraternities or sororities, country clubs, garden clubs, hobby clubs, and college alumni associations; Fraternal beneficiary societies and fraternal organizations; and other nonprofit organizations such as voluntary employees' beneficiary associations; local benevolent life insurance associations; cemetery companies; credit unions and mutual financial organizations; supplemental unemployment benefit trusts; veterans organizations; black lung benefit trusts; title holding corporations for multiple parents; state- sponsored high-risk health coverage organizations; and state-sponsored worker's compensation reinsurance organizations.
WHAT ARE THE ADVANTAGES OF A TAX EXEMPT CORPORATION? ▲
The biggest thing is that if your corporation is tax exempt, such organization would not be subject to federal income tax to the extent the money is generated and used in furtherance of the corporation’s tax exempt purpose. Furthermore, often if a corporation is exempt from federal tax, it is exempt from state income tax as well, as well as local property tax. Also, such an organization is exempt from excise tax on wagers, that is, a tax exempt corporation would not have a tax on a drawing or lottery conducted on its behalf. However, it should be noted that unlike with 501(c)(3) charitable corporations, donors may not be able to deduct donations made to such tax exempt corporations.
CIVIC LEAGUES AND SOCIAL WELFARE ORGANIZATIONS ▲
To be tax-exempt as a social welfare organization, such organization must be non-profit and must be operated exclusively to promote social welfare. Also, the earnings of such organization may not inure to the benefit of any private shareholder or individual. To be operated exclusively to promote social welfare, an organization must operate primarily to further the common good and general welfare of the people of the community (such as by bringing about civic betterment and social improvements). For example, an organization that restricts the use of its facilities to employees of selected corporations and their guests is primarily benefiting a private group rather than the community and, therefore, does not qualify. Similarly, an organization formed to represent member-tenants of a specific apartment complex does not qualify, since its activities benefit the member-tenants and not all tenants in the community, while an organization formed to promote the legal rights of all tenants in a particular community may qualify as a social welfare organization. Seeking legislation germane to the organization's programs is a permissible means of attaining social welfare purposes. Thus, a social welfare organization may lobbying as its primary activity without jeopardizing its exempt status so long as such lobbying furthers its exempt purpose. The promotion of social welfare does not include direct or indirect participation or intervention in political campaigns on behalf of or in opposition to any candidate for public office. A social welfare organization may engage in some political activities, so long as that is not its primary activity. However, any expenditure it makes for political activities may be subject to tax.
A fairly common organization that falls under this category of tax exempt organization is the homeowners association, a membership organization formed by a real estate developer to own and maintain common green areas, streets, and sidewalks and to enforce covenants to preserve the appearance of the development. This organization should demonstrate that it is operated for the benefit of all the residents of the community. The association should substantiate that areas such as roadways and park land the association owns and maintains are open to the general public and not just its own members, and that it does not engage in exterior maintenance of private homes.
Another organization that fits this category is a local employee association, which is an organization whose membership is limited to employees of a designated person or persons in a particular municipality, and whose net earnings will be devoted exclusively to charitable, educational, or recreational purposes. An organization is of a purely local character if its activities are confined to a particular community, place, or district, irrespective of political subdivision. A local association of employees that has established a system of paying retirement and/or death benefits to its members will not qualify for exemption. Similarly, a local association of employees that is operated primarily as a cooperative buying service for its members in order to obtain discount prices on merchandise, services, and activities does not qualify for exemption.
LABOR AGRICULTURAL AND HORTICULTURAL ORGANIZATIONS ▲
A labor organization, such as a labor union, is an association of workers who have combined to protect and promote the interests of the members by bargaining collectively with their employers to secure better working conditions. A labor organization does not qualify for the exemption if it has no authority to represent members in job-related matters, even if it provides weekly income to its members in the event of a lawful strike by the members' union, in return for an annual payment by the member.
In order to demonstrate the organization meets the definition of a labor organization, the articles of organization or accompanying statements submitted with the exemption application should establish that the organization is organized to better the conditions of workers, improve the grade of their products, and develop a higher degree of efficiency in their respective occupations. In addition, no net earnings of the organization may benefit any member.
Agricultural and horticultural organizations are connected with raising livestock, forestry, cultivating land, raising and harvesting crops or aquatic resources, cultivating useful or ornamental plants, and similar pursuits. Agricultural organizations may be quasi-public in character and are often designed to encourage the development of better agricultural and horticultural products through a system of awards, using income from entry fees, gate receipts, and donations to meet the necessary expenses of upkeep and operation. The primary purpose of exempt agricultural and horticultural organizations must be to better the conditions of those engaged in agriculture or horticulture, develop more efficiency in agriculture or horticulture, or improve the products. Activities that show an agricultural or horticultural purpose include promoting cooperative agricultural, horticultural, and civic activities among rural residents by a state and county farm and home bureau; exhibiting livestock, farm products, and other characteristic features of agriculture and horticulture; testing soil for members and nonmembers of the farm bureau on a cost basis for soil treatment education; guarding the purity of a specific breed of livestock; encouraging improvements in the production of fish on privately-owned fish farms; and negotiating with processors for the price to be paid to members for their crops.
BUSINESS LEAGUES ▲
A business league, in general, is an association of persons having some common business interest to promote such common interest and not to engage in a regular profit-making business. Trade associations and professional associations are considered business leagues. Chambers of commerce and boards of trade usually promote the common economic interests of all the commercial enterprises in a given trade community. A board of trade often consists of persons engaged in similar lines of business. For example, a nonprofit organization formed to regulate the sale of a specified agricultural commodity to assure equal treatment of producers, warehouse workers, and buyers is a board of trade. Chambers of commerce and boards of trade usually promote the common economic interests of all the commercial enterprises in a given trade community. Common business interest activities include the promotion of higher business standards and better business methods and encouragement of uniformity and cooperation by a retail merchants association; public education concerning the use of credit; establishing uniform casualty rates and compilation of statistical information by an insurance rating bureau operated by casualty insurance companies; establishing and maintaining the integrity of a local commercial market; operating of a trade publication primarily intended to benefit an entire industry, and encouraging of the use of goods and services of an entire industry (such as a lawyer referral service whose main purpose is to introduce individuals to the use of the legal profession in the hope that they will enter into lawyer-client relationships on a paying basis as a result). An exempt organization may work for the enactment of laws to advance the common business interests of the organization's members. A taxpayer cannot deduct the part of dues or other payments to a business league, trade association, labor union, or similar organization that is for Influencing legislation; participating or intervening in a political campaign for, or against, any candidate for public office; trying to influence the general public, or part of the general public, with respect to elections, legislative matters, or referendums (also known as grassroots lobbying); communicating directly with certain executive branch officials to try to influence their official actions or positions.
SOCIAL AND RECREATION CLUBS ▲
Typical organizations that should file for recognition of exemption as social clubs include college alumni associations; college fraternities or sororities operating chapter houses for students; country clubs, amateur hunting, fishing, tennis, swimming, and other sport clubs; dinner clubs that provide a meeting place, library, and dining room for members; hobby clubs; garden clubs, and variety clubs. An organization will not be recognized as tax exempt if its charter, bylaws, or other governing instrument, or any written policy statement provides for discrimination against any person on the basis of race, color, or religion. However, a club that in good faith limits its membership to the members of a particular religion to further the teachings or principles of that religion and not to exclude individuals of a particular race or color will not be considered as discriminating on the basis of religion. No part of the organization's net earnings may benefit any person having a personal and private interest in the activities of the organization. For purposes of this requirement, it is not necessary that net earnings be actually distributed. Even undistributed earnings can benefit members. Examples of this include a decrease in membership dues or an increase in the services the club provides to its members without a corresponding increase in dues or other fees paid for club support. However, fixed-fee payments to members who bring new members into the club are not an inurement of the club's net earnings, if the payments are reasonable compensation for performance of a necessary administrative service. The membership in a social club must be limited. In general, the club should be supported solely by membership fees, dues, and assessments.
FRATERNAL BENEFICIARY SOCIETIES AND DOMESTIC FRATERNAL SOCIETIES ▲
There are two types of fraternal societies: beneficiary and domestic. The major distinction is that fraternal beneficiary societies provide for the payment of life, sick, accident, or other benefits to their members or their dependents, while domestic fraternal societies do not provide these benefits but rather devote their earnings to fraternal, religious, charitable, etc., purposes.
OTHER NON-PROFIT TAX EXEMPT ORGANIZATIONS ▲
Other tax exempt organizations include voluntary employees' beneficiary associations where the organization is a voluntary association of employees that will provide for payment of life, sick, accident, or other benefits to members or their dependents or designated beneficiaries and substantially all of its operations are for this purpose such organization cannot allow any of its earnings to benefit any private individual or shareholder except in the form of scheduled benefit payments. In order to meet the tax exempt requirements, the organization has to consist of individuals who are employees and have an employment-related common bond, which may include having a common employer (or affiliated employers) or labor union affiliation and having coverage under one or more collective bargaining agreements.
Benevolent life insurance associations, mutual ditch or irrigation companies, mutual or cooperative telephone companies may also be tax exempt, provided that they are, among other things, organized and operated on a mutual or cooperative basis. Such organizations are associations of persons and organizations, or both, banded together to provide themselves a mutually desirable service approximately at cost and on a mutual basis. To maintain the mutual characteristic of democratic ownership and control, they must be organized and operated so that their members have the right to choose the management, to receive services substantially at cost, to receive a return of any excess of payments over losses and expenses, and to share in any assets upon dissolution. The rights and interests of members in the annual savings of the organization must be determined in proportion to their business with the organization. Upon dissolution, gains from the sale of appreciated assets must be distributed to all persons who were members during the period the assets were owned by the organization in proportion to the amount of business done during that period. The bylaws must not provide for forfeiture of a member's rights and interest upon withdrawal or termination. Membership of a mutual organization consists of those who join the organization to obtain its services, acquire an interest in its assets, and have a voice in its management. In a stock company, the stockholders are members. Membership may include distributors who furnish service to individual consumers. However, it does not include the individual consumers served by the distributor.
Burial and funeral benefit insurance organizations can apply for recognition of exemption as an organization similar to a benevolent life insurance company if it establishes that the benefits are paid in cash and if it is not engaged directly in the manufacture of funeral supplies or the performance of funeral services. An organization that provides its benefits in the form of supplies and service is not a life insurance company. Such an organization may seek recognition of exemption from federal income tax, however, as a mutual insurance company other than life.
A nonprofit mutual cemetery company may seek recognition of exemption when it is owned and operated exclusively for the benefit of its lot owners who hold lots for bona fide burial purposes and not for purposes of resale. A mutual cemetery company that also engages in charitable activities, such as the burial of paupers, will be regarded as operating within this standard. The fact that a mutual cemetery company limits its membership to a particular class of individuals, such as members of a family, will not affect its status as mutual so long as all the other requirements are met. A nonprofit mutual cemetery company’s earnings are or will be used to pay the ordinary and necessary expenses of operating, maintaining, and improving the cemetery or crematorium; to buy cemetery property; to create a fund that will provide a source of income for the perpetual care of the cemetery or a reasonable reserve for any ordinary or necessary purpose. No part of the net earnings of the organization may benefit any private shareholder or individual.
State chartered credit unions and other mutual financial organizations also may obtain recognition of exemption from federal income tax. The organization must show on its application that it is formed under a state credit union law, the state and date of incorporation, and that the state credit union law with respect to loans, investments, and dividends, if any, are being complied with.
Mutual financial organizations must show the state in which the organization is incorporated and the date of incorporation; the character of the organization; the purpose for which it was organized; its actual activities; the sources of its receipts and the disposition thereof; whether any of its income may be credited to surplus or may benefit any private shareholder or individual; whether the law relating to loans, investments, and dividends is being complied with; and, in general, all facts relating to its operations that affect its right to exemption. The organization must include detailed information showing either that the organization provides both reserve funds for and insurance of shares and deposits of its member financial organizations or that the organization provides reserve funds for shares or deposits of its members and 85% or more of the organization's income is from providing reserve funds and from investments.
A post or veteran's organization of past or present members of the Armed Forces of the United States may obtain recognition of exemption from federal income tax. To qualify for recognition of exemption, the organization must be organized in the United States or any of its possessions, that at least 75% of the members are past or present members of the U.S. Armed Forces and that at least 97.5% of all members of the organization are past or present members of the U.S. Armed Forces, cadets (including only students in college or university ROTC programs or at armed services academies) or spouses, widows, or widowers of any of the aforementioned, and that no part of net earnings benefit any private shareholder or individual.
In addition to these requirements, a veterans' organization also must be operated exclusively to promote the social welfare of the community (that is, to promote in some way the common good and general welfare of the people of the community), to assist disabled and needy war veterans and members of the U.S. Armed Forces and their dependents and the widows and orphans of deceased veterans, to provide entertainment, care, and assistance to hospitalized veterans or members of the U.S. Armed Forces, to carry on programs to perpetuate the memory of deceased veterans and members of the Armed Forces and to comfort their survivors, to conduct programs for religious, charitable, scientific, literary, or educational purposes, to sponsor or participate in activities of a patriotic nature, to provide insurance benefits for its members or dependents of its members or both, and/or provide social and recreational activities for its members.
An auxiliary unit or society of veterans' organization may be eligible for recognition of exemption provided that the veterans' organization (parent organization) meets the certain requirements as described above. The auxiliary unit or society must also meet additional requirements that it is affiliated with, and organized in accordance with, the bylaws and regulations formulated by the parent organization, that at least 75% of its members are either past or present members of the U.S. Armed Forces, spouses of those members, or related to those members within two degrees of kinship (grandparent, brother, sister, and grandchild represent the most distant allowable relationship), that all of its members either are members of the parent organization, spouses of a member of the parent organization, or related to a member of such organization within two degrees of kinship, and that no part of its net earnings benefit any private shareholder or individual.
A title-holding corporation or trust for multiple parents may obtain recognition of exemption from federal income tax as an organization organized for the exclusive purpose of acquiring, holding title to, and collecting income from real property, and turning over the entire amount less expenses to member organizations exempt from income tax. Such organization may have up to 35 shareholders or beneficiaries. Organizations eligible to acquire or hold interests in this type of title-holding organization are qualified pension, profit-sharing, or stock bonus plans, governmental plans, governments and their agencies and instrumentalities, and charitable organizations. The organization must be either a corporation or a trust. Only one class of stock is permitted in the case of a corporation. In the case of a trust, only one class of beneficial interest is allowed. In general, the receipt of unrelated business income organization may be subject the organization to loss of exempt status since the organization cannot be exempt from taxation if it engages in any business other than that of holding title to real property and collecting the income from the property. However, exempt status generally may not be affected by the receipt of debt-financed income that is treated as unrelated business taxable income. Certain shareholders or beneficiaries are not subject to unrelated debt-financed income tax on their investments through the organization. These shareholders are generally schools, colleges, universities, or supporting organizations of such educational institutions.
How to Build Your Business Return to Menu
Believe it or not, starting a business is more than just complying with regulations, at some point you have to go find customers! Building your business often gets lost when you are confronted with all of the other matters which must be taken care of. This should not be the case. Without customers you will not have a business for long! Two powerful business builders worthy of your consideration are below.
Service Agreement 
- The Foundation for a Successful Service Business – You are LOSING $$$ without it! ▲
You are LOSING MONEY if you do not have a Service Agreement. Without a service agreement you are watching dollars walk away every day. Obtaining a first time customer is very expensive. Yet so many entrepreneurs let that customer walk away after the initial sale. This is a sure fire way to make your business fail. Successful entrepreneurs know that the key to starting a thriving enterprise is repeat business. It is far too costly and time consuming to build your business on first time customers alone. You MUST turn these first time customers into repeat customers. A service agreement is a solid investment in the future of your business and is a fast, easy, and cost effective way to make your business succeed. A service agreement works as a tool not only to secure repeat customers but also to market your business. The Service Agreement is a customized written agreement entered into with its customers and is the bedrock foundation of many service businesses. Many franchises sold for tens of thousands of dollars are business formats revolving around a successful Service Agreement. The key with a Service Agreement is to make it work as a marketing tool offering the business services in the widest variety of formats to your customers. For example, a one-time use customer needs to be converted to a monthly, quarterly or annual type repeat customer. At Spiegel & Utrera we want to help you get, and keep, your customers while looking professional and at the same time maximizing each sale with a friendly service agreement. A Service Agreement starts at $367.95 up to $897.95 depending upon its complexity if ordered at the time of forming your corporation. We will prepare a draft of your Service Agreement and deliver the draft by fax or email to you for your review. Once you have had an opportunity to review the Service Agreement we will meet over the telephone to discuss the various aspects of the draft Service Agreement. Thereafter, Spiegel & Utrera will make changes to the Service Agreement to finalize it. Once the Service agreement has been finalized and delivered to you, you should take it to your printer to be printed and padded so it will always look professional and non-negotiable.
Spiegel & Utrera, P.A. General Counsel Club & Registered Agent Service with Attorney Client Privilege ▲
Experienced Legal Advice to Help You Save Money with Added Confidentiality Protection.
Let Spiegel & Utrera, P.A. help you grow your business.
Our firm has what we call the "General Counsel Club". Select this valuable service at the time of ordering your corporation and receive an additional one month Bonus – so that your first year of service will cover 13 months PLUS take a $50 discount, so you pay only $89.95 for the first 13 months of service. You get:
Start-Up Essentials Return to Menu
Many new business owners don't realize what is required to legally conduct business in Georgia. The last thing you want is to lose your business because you didn't know that you needed register a fictitious name. Below are some of the most common items that new businesses need in order to be compliant with the state of Georgia and other services that you may find advantageous for your business.
Choosing a Name for Your Corporation
Choosing a name for your Corporation should be a well thought our process. Generally, a Corporation name may be adopted if there is not the same as or too similar to an existing name on the state Corporation records.
When determining name availability, Spiegel & Utrera, P.A. checks names only against names of corporations registered in the state you are attempting to form your Corporation (e.g., a proposed corporation name is checked for availability only against other like corporation names) and only with the state agency responsible for corporate formations.
Names are not checked against state or federal trademark or service mark registrations nor against state or local fictitious, assumed or alternate business name registrations.
Bank accounts, uniforms, menus, vehicle signage and other business signage, a website, business cards, stationery, etc. should not be ordered and no financial commitments should be made until you know the name is available from the State and Federal, State and Common Law Trademark searches you have completed.
Avoid the ramifications of selecting a corporate name that is already in use by another and possibly prevent:
A lawsuit being filed against you and your business for federal or state trademark infringement;
Loss of business due to a subsequent change of name;
The embarrassment of being served legal papers during business hours in front of employees and customers;
The cost of changing the corporate name through the process of an amendment;
The cost of changing all marketing materials that are utilized when operating a business such as bank accounts, uniforms, menus, vehicle signage and other business signage, a website, business cards, stationery, etc.
Overwhelming stress upon you and the business denies your business the focus, energy and financial resources that are necessary to see that your business succeeds.
Selecting someone else’s corporate name can be a very expensive business lesson that can be avoided.
Avoid the problem of having you and your Corporation accused of Trademark Infringement and the possible litigation stemming from State and/or Trademark Infringement by allowing Spiegel & Utrera, P.A. to do the appropriate state and federal trademark searches as follows:
Federal Trademark or Servicemark Search and Attorney Opinion
A search of the United States Government's records including Marks that have been registered and are currently pending registration and an opinion as to the results of the search. Up to 3 words - $275. More than 3 words would be $50 per additional word.
State Trademark or Servicemark Search and Attorney Opinion
The state search includes a thorough examination of Trademarks registered in a particular state and an opinion as to the results of the search. The price for a Trademark search is $99.95 per State for up to three words. More than 3 words would be $50 per additional word per state.
Common Law Trademark Search and Attorney Opinion
Search includes Marks that are in use but may not be registered with the United States Government or a State and an opinion as to the results of the search. The results of a Common Law Search can be very important because whoever uses a Mark first generally has a superior right to the name - $250.
Combo Search and Attorney Opinion
Combo search includes the U.S. Government, one State and Common Law search and an opinion as to the results of the search. This assures the most comprehensive investigation. The Mark must only consist of up to three words - $524.95. You receive a savings of $100 by ordering these searches now. More than 3 words would be $50 per additional word per state. Additional states are $50 per state.
Federal Tax ID Number – Required for a Business Bank Account ▲
The equivalent of a social security number for a Corporation. You will need it to operate your business and open a bank account for the Corporation. We can obtain this number for you and the advantage of allowing us to get it for your Corporation is that we will deliver it with your Corporation for only $35, enabling you to open your bank account immediately. If you are a Foreign National without a United States Taxpayer Identification Number or a United States Social Security Number, the charge for the Federal Tax ID Number is $125.
State and 501(a) Corporate Records Compliance [MANDATORY AND INCLUDED AT NO ADDITIONAL COST] ▲
Your Articles of Incorporation, Corporate By-laws and other corporate documents must include the proper information to comply with Internal Revenue Service Regulations. Also, typically states have statutes that address specific types of entities, such as credit unions and other financial organizations. Spiegel & Utrera, P.A. will draft your Articles of Incorporation, Corporate By-laws and other corporate documents for compliance with the requirements needed to meet the definition of a tax exempt corporation at the federal level as well as for the specific type of entity at the state level. Or, if you have an existing non profit corporation where the Articles of Incorporation and other documents do not meet the requirements, we can amend your Articles and draft the appropriate corporate documents. The fee to prepare a Georgia Non Profit Corporation with the required provisions for federal tax exemption as well as state compliance is normally $100 for one half hour of legal research and analysis at the Firm’s standard billing rate. Further research and analysis may be required, but it has been the Firm's experience that extra fees may not be needed.
501(a) Application for Exemption with Internal Revenue Service ▲
Once your corporation is registered with the State of Georgia, the next step in obtaining 501(a) qualification is to file the IRS' Application for Recognition of Exemption under Section 501(a) of the Internal Revenue Code. Section 501(a) status would provide your non profit corporation with the benefits of public recognition of tax exempt status, which is particularly beneficial for obtaining grants; exemption from certain Federal excise taxes; and even non profit mailing privileges. The application process to obtain this tax-exempt status can be a very complex and tedious one. Therefore, we strongly recommend you seek the assistance of Spiegel & Utrera, P.A. in order to avoid any likely problems or undue delays in obtaining this status. We, at Spiegel & Utrera, P.A., are prepared to assist you in this application process in order to ensure you that all of the necessary documents are completed and submitted in compliance with IRS’ requirements. The typical application process may take 6 to 9 months. The fee to represent you in applying for formal recognition with the Internal Revenue Service is $1,500 (not inclusive of the IRS tax exempt application processing fee) if selected at the time of formation of your corporation, $1750 thereafter. Our services include assisting you in completing the documentation necessary for submission to the IRS as well reasonable assistance in responding to requests for additional information. If other services are needed, additional fees will apply. It has been our experience that in most cases additional fees are not needed.
Convenient Installment Payments for Regular Processing Service ▲
The typical application process may take 6 to 9 months. We offer the option that you pay the fee for our services in installments. The regular $1500 fee to represent you in applying for formal recognition with the Internal Revenue Service when selected at the time of formation of your corporation can be paid in four installments of $425 (includes a $50 service and processing charge per installment) for a total of $1700. If the installment method is selected, final submission of application documents to the IRS will not take place until payment in full is made and received. There will be no installment payment methods for the IRS tax exempt application processing fee.
The typical application process may take 6 to 9 months. The regular $1750 fee to represent you in applying for formal recognition with the Internal Revenue Service when selected after formation of your corporation can be paid in four installments of $487.50 (includes $50 service and processing charge per installment) for a total of $1950. If the installment method is selected, final submission of application documents to the IRS will not take place until payment in full is made and received. There will be no installment payment methods for the IRS tax exempt application processing fee.
Expedited Tax Exempt Status Application ▲
In anticipation of contributions, grants or other funding sources, many of our clients are eager to expedite the tax exemption application, as the typical application process may take 6 to 9 months. In order to request that the application be expedited, there has to be a compelling reason for such expedited treatment, such as a pending grant where the failure to secure the grant may have an adverse impact on the organization's ability to continue operations; the organization’s purpose is to provide disaster relief to victims of flood and hurricane; undue delay because of IRS workflow scheduling; or any other situation where the IRS deems expedited service to be warranted. Our Firm can assist you in expediting the process so that it may take half the normal processing time or less for a fee of $2750.
Convenient Installment Payments for Expedited Processing Service ▲
We offer the option that you pay the fee for our services in installments. If you select the installment payment method, two payments of $1425 (includes $50 service and processing charge per installment) may be made for a total of $2850. There will be no installment payment methods for the IRS tax exempt application processing fee. The expediting process is subject to IRS approval.
Meeting the Publication Requirement - (Mandatory Under Georgia Law) ▲
Georgia requires Corporations to publish a notice of their intention to incorporate in the State. Complying with the State's Publication requirements can be very confusing. Spiegel & Utrera, P.A. can prepare all the documents you need in order to satisfy the State's requirements. For only $89.95, if ordered at the time of the formation of your Corporation, Spiegel & Utrera, P.A. will provide you with the document you need to send to the publisher relating to the publishing requirement selections and the legal verbiage for your notice. If ordered with the formation of your Corporation, the telephone support at Spiegel & Utrera, P.A.'s General Counsel Club is included with this service and available to you to answer any questions as you proceed to complete the Georgia Corporation Publication requirements. Note that the selection of the newspaper in which the publication requirement advertisement is placed, is determined by a government official.
Publication Saver ▲
Consider purchasing from Spiegel & Utrera, P.A., a pre-formed Georgia Corporation that includes the Georgia Corporation County publication requirements. Click here to view a list of Georgia Corp.'s that include the Georgia Corporation County publication.
Initial "Annual" Registration - Required to file within 90 days of incorporation ▲
Each business entity registered or filed with the Office of Secretary of State is required to file an Initial Annual Registration within 90 days of incorporation or be subject to a $25 penalty. We can file the documentation for the Initial Annual Registration for you and deliver it with the corporation. The cost to file your Initial Annual Registration at the time of incorporating is only $99.95 and includes all state of Georgia fees.
Georgia Charitable Solicitations ▲
If your corporation will engage in the solicitation of contributions from the general public, the corporation must register with the Georgia Secretary of State in order to accept donations. The fee to prepare the registration documents in conjunction with the corporation is $250.
Georgia Sales and Use Tax Numbe - Avoid State of Georgia Sales Tax ▲
This account number allows you to buy goods for resale or export and not pay any State of Georgia sales tax. We can initiate the paperwork for you to obtain this number. The fee to prepare the documents is $35 when included as part of your incorporation package.
Georgia Trade / Fictitious Name – Required if Conducting Business in a Name other than the Full and Complete Corporate Name ▲
If your company will hold itself out to the public, operate a website, engage in marketing or operate its business under any name other than its full and complete legal name, it is required by law, to register what is known as a Trade or Fictitious Name. This name is commonly called a dba or doing business as. Our service is complete and includes a name search of your fictitious name, preparation of all company resolutions, a publication kit and affidavit along with the filing of all documents and payment of all filing fees to the Clerk of Superior Court for the County in which the Corporation has its principal office address. If ordered at the time of forming your company, we offer this service for an additional $259.95 for two week service, $334.95 for 4 day service and 409.95 for 2 day service. Please bear in mind that the service completion time begins with the formation of your new company and relates to the preparation of the documentation by Spiegel & Utrera, P.A.
Business License ▲
The Business License package will give you the license, permit & tax registration information as well as the actual applications for your business.
Bank Letter – Facilitate the opening of your Corporation's Initial Bank Account ▲
This is an attorney opinion letter prepared by Spiegel & Utrera, P.A. to assist and facilitate the opening of your Corporation’s initial bank account. Due to heighten security, identify theft and fraud, many Banks require substantiation from the Corporation’s attorney as to the identities of the Corporation’s Shareholders, Directors and Officers. Spiegel & Utrera, P.A. will prepare and execute an Attorney Opinion Letter identifying your Corporation’s Shareholders, Directors and Officers. This Bank Letter will then be presented by you at any Bank you chose to open your Corporation’s initial Bank Account. You should be aware that this Attorney Opinion Letter is time sensitive and should be presented at a Bank within a reasonable period of time after you receive your Corporate Book and Records from Spiegel and Utrera, P.A., otherwise a Bank may not accept the letter. The charge for the Bank Letter, if ordered at the time of forming your Corporation, is $149.95. It is very important to understand that if you do not order the Attorney Opinion Letter at the time of forming your Corporation but order it after the delivery of your Corporate Records and Book, the charge for the Attorney Opinion Letter will be $499.95. Please understand this increased charge is necessitated because of the additional work which must be undertaken by Spiegel & Utrera, P.A. including public records examination, the return by you of the Corporate Records and Book to Spiegel & Utrera, P.A. for review and examination and the preparation of statements and/or affidavits which must be prepared by Spiegel & Utrera, P.A. for execution by you so as to enable Spiegel & Utrera, P.A. to prepare the Attorney Opinion Letter.
Mail Forwarding Service– Get Your Business Up and Running, Even without a Physical Location ▲
If you have not set up your company office or you want your attorney to receive your company mail, you may use any Spiegel & Utrera, P.A. office address as your mailing address. Our mail forwarding service is only $15 per month. There is a six month minimum order. However, the mail forwarding service may only be cancelled in writing. There is also an initial postage deposit of $25, additional postage/shipping, if any, will be billed separately. In order to participate in Spiegel & Utrera, P.A.'s Mail Forwarding Service, your company must complete an Application for Spiegel & Utrera, P.A.'s Mail Forwarding Service. The application will be emailed to you after the formation of your entity. For our mail forwarding service terms and conditions, click here
Premium Mail Forwarding Service Add-on – (Username and Password Protected, Uploaded to a Secure Internet Folder) ▲
Once you have ordered our Mail Forwarding Service, you may also select our Premium Mail Forwarding Service add-on. When you have the Spiegel & Utrera, P.A. Premium Mail Forwarding Service add-on, we will open your Certified, Registered and First Class Mail and upload it to a secure Internet folder for you to review or download. You will be assigned a Username and Password to access your secure Internet folder. The charge for the Spiegel & Utrera, P.A. Premium Mail Service is $40 per month with a six month minimum order and you must maintain an active mail forwarding service. The mail forwarding service add-on includes up to 20 mail pieces or up to 100 scans per week. There after additional charges shall apply.
Taxpayer Identification Number for Foreigners - For Resident and Non-Resident Aliens ▲
An Individual Taxpayer Identification Number is a tax processing number only available for certain nonresident and resident aliens, their spouses and dependants who cannot get a Social Security Number. It is a 9-digit number, beginning with the number “9”, formatted like a Social Security Number (NNN-NN-NNNN). Spiegel & Utrera, P.A. will prepare all the documentation necessary for you in order to obtain your Individual Taxpayer Identification Number. At AmeriLawyer, we have been approved as a Certifying Acceptance Agent by the United States Department of the Treasury, Internal Revenue Service. As such, we are authorized to expedite the processing of your Individual Taxpayer Identification Number. The charge for this service is $299.95.
USDOT Number ▲
Companies that operate commercial vehicles transporting passengers or hauling cargo in interstate commerce must be registered and must have a USDOT Number. A USDOT Number is generally for vehicles involved in interstate commerce that have a gross combination weight of 10,0001 pounds or more or designed or used to transport more than 8 passengers (including the driver) for compensation or designed or used to transport more than 15 passengers (including the driver) and is not used to transport passengers for compensation. Also, commercial intrastate hazardous materials carriers who haul quantities requiring a safety permit must register for a USDOT Number. If ordered at the time of forming your Corporation, the fee for a USDOT Number is $367.95 plus applicable government application fee depending upon your particular activities.
Certificate of Good Standing ▲
A Certificate of Good Standing is a document issued by the state that shows that your Corporation has met its statutory requirements and is authorized to do business in that state. Among other things, a Certificate of Good Standing confirms that your Corporation is up to date on its state fee payments, has filed its annual report and has paid its franchise taxes. Certificates of Good Standing are frequently requested by state governments if you are applying for a foreign qualification in that state, lenders when you are trying to obtain financing, banks for certain transactions, and evidence in order to obtain or renew licenses or permits. If ordered at the time of forming your Corporation, the fee for a Certificate of Good Standing is $67.95 for regular service of approximately 3 to 5 business days or $142.95 for expedited service of 1 to 2 business days.
For Your Website Return to Menu
Federal Copyright Your Website – This shows everyone that your website is copyrighted and that it is protected under federal law ▲
A Federal Copyright is a form of protection provided by the laws of the United States for certain intellectual works. There are many reasons why you should copyright your website. One is because you wish to have the federal copyright in the public record and because before an infringement suit may be filed in court, registration is necessary for works originating in the United States. Also, your copyrighted and registered material may be eligible for statutory damages and attorney’s fees during litigation. If you register your website, that registration is in and of itself enough evidence to prove your ownership of the website. Once you have registered your website as a federal copyright, you may place the federal copyright symbol © your website. This shows everyone that your website is copyrighted and that it is protected under federal law. The charge for the Federal Copyright registration, if done at the time of incorporating, is $239.95, plus any government filing fee which will be paid at the time of the filing of the copyright registration.
Your Website's Terms and Conditions – Legally binding and helpful to maintain a high level of community trust ▲
Establishing a website can create a myriad of issues regarding potential liabilities for both user and the owner of the website. By using your website, the user must agree to abide by your Terms and Conditions. When prepared properly, your Terms and Conditions are legally binding and helpful to maintain a high level of community trust because of transactions and/or interactions taking place. The goal of providing Terms and Conditions is to disclose to users your policies on a number of different issues. The Terms and Conditions Spiegel & Utrera, P.A. will prepare for your website will include: Basic Terms; Content of the Services; User Obligations; Company Rights; Restrictions on Content and Use of Services; Copyright Policy; Special Provisions required by your business model; Advertisers; Links; Cookies; Limitation of Liability; Disclaimer; Waiver and Severability; Dispute Resolution; Notices and Service of Process; Complaints; Controlling Law and Jurisdiction; Amendments and Notice of Changes and Entire Agreement Provisions.
The preparation of Terms and Conditions for your website costs only an additional $349.95 when ordered with the formation of your Corporation and initially comes to you for review so you may have an opportunity to make any revisions thereto before being finalized by Spiegel & Utrera, P.A. and delivered to you electronically so you may easily post it on your website.
Your Website's Privacy Policy – Legally binding and helpful to maintain a high level of community trust ▲
Establishing a website can create a myriad of issues regarding potential liabilities for the owner of the website. During the use of your website, the user must understand the Privacy Policy of your website. When prepared properly, the Privacy Policy is legally binding and helpful to maintain a high level of community trust because of transactions and/or interactions taking place. The goal of providing the Privacy Policy is to disclose all of the ways your website will respect the dignity of the user’s privacy. The Privacy Policy prepared by Spiegel & Utrera, P.A. for your website will include: Statement of Rights and Responsibilities; Sharing your Content and Information; Collection and Use of Information; Public Information; Registration and Account Security; Profile Content; Safety; Amendments; Limitation of Liability; Disclaimer; Waiver and Severability; Dispute Resolutions; Notices and Service of Process; Complaints; Controlling Law and Jurisdiction; Amendments and Notice of Changes and Entire Agreement Provisions.
The preparation of Privacy Policy for your website costs only an additional $349.95 when ordered with the formation of your Corporation and initially comes to you for review so you may have an opportunity to make any revisions before being finalized by Spiegel & Utrera, P.A. and delivered to you electronically so you may easily post it on your website.
How To Save Money On Taxes Return to Menu
One of the most misunderstood and least used benefits to new entrepreneurs are the tax savings offered to them. Although there are many ways that you can save money on taxes, you must be in compliance with all regulations and laws; otherwise you may find yourself losing your business instead of saving money. Below are some of the ways that you can save money on Taxes:
Tax Saving Lease Agreements 
Return to Menu
Home Office Lease - Turn your home office into a Tax Deduction ▲
Agreement detailing the leasing of office space by a homeowner or tenant with a corporation for use as the Corporation's principal place of business. The typical tax savings under this agreement can exceed $1,200 – per year. The Home Office Lease is only $150. when ordered with your Corporation, and as an added bonus to our clients, we draft the Lease in such a manner that it is automatically renewable. We do not recommend a home office lease for a single owner corporation or single owner limited liability company or a where husband and wife file a joint tax return and are the only owners of the corporation or limited liability company.
Motor Vehicle Lease – Turn Your Personal Car into a Tax Deduction ▲
If you use your vehicle for business purposes, it is usually much more advantageous to keep the vehicle in your name and lease the vehicle to the Corporation The typical tax savings under this type of arrangement ranges between $1,500 and $3,000 per tax year. We can prepare the lease for only $150 when ordered with your Corporation. We do not recommend a motor vehicle lease for a single owner corporation or single owner limited liability company or where a where husband and wife file a joint tax return and are the only owners of the corporation or limited liability company.
Office Equipment Lease – More Tax Savings ▲
A lease which details the leasing of office equipment by a business. Once again, by leasing equipment to the Corporation, you create a legitimate business expense for the Corporation and a Tax Deduction. Typically, the tax savings under this type of arrangement can exceed $1,000 per tax year. The cost for an Office Equipment Lease is only $150 when ordered with your Corporation. We do not recommend an office equipment lease for a single owner corporation or single owner limited liability company or a where husband and wife file a joint tax return and are the only owners of the corporation or limited liability company.
Spiegel & Utrera, P.A. General Counsel Club & Registered Agent Service with Attorney Client Privilege ▲
Experienced Legal Advice to Help You Save Money with Added Confidentiality Protection.Let Spiegel & Utrera, P.A. help you grow your business.
Our firm has what we call the "General Counsel Club". Select this valuable service at the time of ordering your corporation and receive an additional one month Bonus – so that your first year of service will cover 13 months PLUS take a $50 discount, so you pay only $89.95 for the first 13 months of service. You get:
Effectively Controlling Your Business Return to Menu
Non-Voting Members ▲
Depending on the level of participation of the organizers of the non-profit corporation, you may wish to have non-profit corporation members that participate but refrain from voting. We’ll draft a special provision for your Articles of Incorporation. This item costs only an additional $74.95 if ordered at the time of Incorporation.
Voting Trust – Keeping Control of Your Corporation when there are Multiple Shareholders ▲
A voting trust is a device for combining the voting power of shareholders. It is not unlawful for shareholders to combine their voting stock for the election of directors so as to obtain or continue the control or management of a corporation. Florida Statutes limit the duration of voting trusts to a period of ten years. In order to avoid the invalidation of a voting trust, the applicable statutes should be strictly complied with. There are various situations in which a voting trust agreement may be used. It may be used when several shareholders wish to vote their respective stock as a unit. It also may be used for the special purpose of protecting corporate creditors. The general plan of a voting trust is controlled by the voting trust agreement; then the shareholders endorse their stock certificates to the voting trustee. The voting trustee surrenders these certificates to the corporation and the voting trustee receives in return new certificates issued in the name of the voting trustee, and the voting trustee votes the shares as principal, rather than as agent as in the case of proxies. For tax purposes, the voting trust certificate takes the place of the stock it represents. Tax transactions with respect to voting trust certificates are treated as transaction affecting the stock. A voting trust is not an association taxable as a corporation, because in itself it is not an enterprise for the carrying on of business for profit. Used correctly, the Voting Trust could be a useful tool for your corporation. The charge for Spiegel and Utrera, P.A. to form a Voting Trust for your company is only $767.95 if ordered at the time of incorporation.
Stock Options – Control Your Corporation while Raising Money ▲
An option to buy stock gives the holder the exclusive right for a specified period of time to purchase stock at the price and under the terms and conditions specified in the agreement. Although the option grantor is bound by the option and generally cannot revoke it, the option holder is not bound unless he exercises the option. Options are regarded as capital assets if the underlying property constitutes, or if acquired would constitute, a capital asset in the hands of the holder. The receipt of consideration for the option is not taxable until the option either is exercised or has lapsed. If the option is exercised, the consideration is treated as part of the selling price and included in computing the gain or loss in the sale of the stock. Since stock is generally a capital asset, gain or loss on the sale would be entitled to capital treatment, either long-term or short-term. The holding period for qualification for long-term capital treatment is more than one year. The seller's holding period for the stock sold includes the period during which the option is outstanding. Upon the failure of the option holder to exercise the option, if the consideration is forfeited, the option grantor generally realizes short-term capital gain, but income is not realized until the time of forfeiture. An option holder' gain or loss upon a sale of the option, or loss upon a failure to exercise the option, would be entitled to capital gain treatment. The holding period of the option will determine whether long-term or short-term capital gain or loss is realized. For this purpose, if the loss is attributable to a failure to exercise the option, the option is deemed to have been sold on the day it expired. If the option is exercised, the consideration for the option is treated as part of the purchase price and is included in the option holder's basis for the stock purchased. The purchaser's holding period does not include the period curing which the option is outstanding.
Stock options can be utilized very effectively by an entrepreneur, for example:
The stock option can be an on-target management incentive or control device. Stock options can be used in employment agreements, consultants agreements, incentive agreements, as means of raising equity capital or borrowing funds. Spiegel and Utrera, P.A. will provide the Stock Option service for your business for only $367.95 if ordered at the time of incorporation.
Asset Protection / How to Protect Your Business Return to Menu
As a new entrepreneur, you are going to invest a lot of time and money into your business. It is imperative that you protect yourself and your business from anything that could go wrong. One of the keys to being a successful entrepreneur is proactively planning for the worst situation, not reacting to the situation after it has happened. Below are items imperative for the protection of you and your business.
Indemnification Agreement – Don’t Take Chances: Protect Yourself from Personal Liability ▲
We strongly recommend that you include special provisions in your Articles of Incorporation, which would provide vital protection requiring the Non-Profit Corporation to indemnify and hold harmless it's Directors and Officers from any actions they take on behalf of the organization. If a Director or Officer is ever sued for such actions, these provisions would require that the Non-Profit Corporation be held responsible and not that particular Director or Officer individually. This protection is especially important considering that without it a newly elected Director or Officer could be held liable for the decisions and actions carried out by the predecessors who once held the very same position. These important provisions and agreements cost only an additional $75 if ordered at the time of Incorporation.
Avoid Probate – Maintain Control, Provide for Anonymity, Privacy and the Disposition of the Ownership of your Corporation Upon Your Death ▲
Let Spiegel & Utrera, P.A. create an Ownership Trust while your Corporation is in the process of being formed. The Ownership Trust will own your Corporation, you will own the Ownership Trust. The benefits are many: (1) the ownership of your Corporation is held anonymously by the Ownership Trust; (2) the Ownership Trust is private and not filed in the public records; (3) your Ownership Trust may be modified, amended to revoked at any time during your lifetime so you may change the beneficiary of the Ownership Trust as many times as you like and, thereby, the ownership of your Corporation; (4) PROBATE IS AVOIDED and the ownership of the Corporation will be transferred immediately according to your wishes upon your death. The Ownership Trust is relatively inexpensive to form, $350 if ordered at the time of establishing your Corporation. The price includes one Trustee, one Successor Trustee and two Beneficiaries. Additional Trustees, Successor Trustees or Beneficiaries are $50 each. If not ordered at the time of establishing your Corporation, the Ownership Trust is $749.95
Avoid Probate - Transfer on Death ▲
The Transfer on Death designation is an agreement entered into between a
Shareholder of the Corporation and the Corporation so that upon the death of
the Shareholder, a transfer of the shares owned by the Shareholder would
take place without going through probate. The Transfer on Death designation
is possible because of the Georgia Uniform Transfer on Death Security
Registration Act. The charge for the Transfer on Death Registration
documentation, minutes, resolutions and stock certificates is $350.00 if
ordered at the time of formation of the Corporation.
What You Need if You are Hiring Workers Return to Menu
If you are planning to have anyone work for your company, whether as an employee or independent contractor, you must make sure that you are in compliance with all Federal and Florida laws. Below are the most common items that you will require when hiring workers for your company.
Georgia Unemployment Tax Account Number – Required By Law if you are Hiring Employees ▲
This number is used to withhold Georgia Unemployment Taxes from your Corporation's payroll. If you have any employees on the payroll, including yourself, you will need this account number. We can initiate the paperwork for this account number for you and deliver it with the corporation. The cost at the time of incorporating is only $35.
- Get the Most Out of Your Employees ▲Georgia New Hire Reporting Form – Required by Law ▲
All Georgia employers are required to report basic information about employees, who are newly hired, rehired, or who return to work after a separation of employment. You must submit a report for each newly hired employee within 10 days of their first day on the payroll. We can provide you with a package of 6 New Hire Registration Forms for $35. The forms are customized with your Corporation's information, and you may re-use them for each person you employ.
Independent Contractor Agreement - What Your Business Must Have if Using Independent Contractors ▲
There are many reasons for using Independent Contractors, however, simply verbally stating that a worker is an Independent Contractor is not enough according to the IRS. Certain criteria must be met. The IRS considers 11 factors in three specified areas: Behavioral Control, Financial Control and Type of Relationship. So, before you engage the services of an Independent Contractor, it is essential that you document that relationship with a written Independent Contractor's Agreement, otherwise the IRS could hold your Company and you personally liable for the Independent Contractor's Income Tax, Social Security, Medicare Tax and Federal Unemployment Tax, which should have been withheld. As a signatory on the check used to pay the Independent Contractor, you could be held personally liable for these taxes. The Independent Contractor' Agreement also contains other important provisions:
We can provide an Independent Contractor's Agreement that covers all the legal requirements and many business advantages for your Company for only $150.
Sexual Harassment Prevention Policy ▲Start-Up Money for Your Business Return to Menu
Finding the money necessary to start your business is challenging. Unfortunately many new entrepreneurs don’t know how to find this money. Even worse, when they find money they don’t know how to properly document the transaction. Don’t let this happen to you. Review the options below on How To properly secure and document money for your business.
Lenders Agreement & Promissory Note for Non Profit Corporation - Properly Document Money Lent to the Business ▲
Initially a non profit corporation needs a cash infusion. Additionally, the non profit corporation may require a continuing advance of funds for some time. How to get the money? A non profit corporation generally has two choices for obtaining additional money; (1) members of the non profit organization or others make cash donations or contributions to the non profit corporation or (2) members or others lend money to the non profit corporation. Lending money to the non profit corporation is the preferred method to advance money to the non profit corporation because the lender is seen as a creditor of the non profit corporation. The lending of money to the non profit corporation is accomplished with a Lenders Agreement and a Promissory Note. Both of these instruments together provide an initial amount of a loan to the non profit corporation and also provide for future advances of money the lender may make to the non profit corporation. In the event of failure of the non profit corporation, the loan will be fully tax deductible by the lender as a bad debt. The fee for a Lenders Agreement & Promissory Note for your non profit corporation, if ordered at the time of incorporating, is $75.
Security Agreement for Non Profit Corporation - Protect Yourself if you Personally Funded the Loan for the Business ▲
Once you have decided to use the Spiegel & Utrera, P.A. Lenders Agreement and Promissory Note, the next step is to collateralize the personal property assets of the company in favor of you, the lender with a Security Agreement. A Security Agreement is a contract between a lender and borrower. The Security Agreement gives the lender a security interest and the right to repossess personal property that a borrower has offered as collateral if a note is not paid per its agreed terms. This right is superior to all subsequent creditors provided the lien given by the Security Agreement is perfected. The Security Agreement available from Spiegel & Utrera, P.A. is complete and includes provisions relating to type of collateral being secured, address where collateral will be kept, executing further documents, events that shall constitute a default, assignment of secured collateral by holder, a listing of events that would constitute default by the borrower and the rights of the lender should the borrower default. Provided you have ordered the Spiegel & Utrera, P.A. Lenders Agreement and Promissory Note, the fee for the Security Agreement, if ordered at the time of incorporation, is an additional $75.
Perfecting the Lien Created by the Security Agreement - Uniform Commercial Code ▲
Liens against personal property are perfected differently than liens on real property. The use of the phrase "personal property" does not mean property owned personally by the owner of a business. Instead, the term refers to all property used inside or outside of a business (with the exception of real property) including equipment, furniture, inventory, etc. To perfect a lien against personal property used in a business, strict adherence must be followed pursuant to the Uniform Commercial Code, documentation must be created, executed and filed with the appropriate government agencies. Once recorded, the Uniform Commercial Code makes a lien valid and serves as notice that the lien exists. Usually, the first recorded lien takes priority. Provided you have ordered the Spiegel & Utrera, P.A. Lenders Agreement and Promissory Note and the Spiegel & Utrera, P.A. Security Agreement, the documentation required to perfect the lien under the Uniform Commercial Code is $75, if ordered at the time of incorporation.
How To Build Credit and Credibility for Your Business Return to Menu
As a new business two items vital to your survival are credit and credibility. Customers feel secure dealing with a credible business. Potential investors and other lenders are more comfortable providing capital to a business with good credit. But how do you build credit and credibility for a business? Even more importantly, how can you build credit for your business if your personal credit is not spotless? Two of the easiest ways are discussed below.
System for Award Management (SAM) Number ▲
SAM is web-based, US government-wide application that collects, validates and disseminates business information about the federal government’s private providers in support of the contract awards, grants and electronic payment processes. You must complete your System for Award Management (SAM) Registration in order to work as a federal contractor or to be able to apply for federal grants. At Spiegel & Utrera, P.A. we can help you register to do business with the US government. To complete your SAM Registration, you must first have a D&B Number and a Federal Tax Identification Number. If ordered at the time of forming your Corporation, the fee for your System for Award Management (SAM) Registration is $249.95.
D & B Number - Start Building Your Business Credit Immediately ▲
According to Dun & Bradstreet, the D & B number is widely used by both commercial and federal entities and was adopted as the standard business identifier for federal electronic commerce as early as October 1994. The D & B number was also incorporated in the Federal Acquisition Regulation (FAR) in April 1998 as the United States Federal Government' contractor identification code for all procurement-related activities. The D & B number is also known as the D-U-N-S® number and remains with the corporation location to which is has been assigned even if it closes or goes out of business. With that in mind, it is important to have a physical location for your business when obtaining the D & B number. D & B also states that the D-U-N-S® number also “unlocks” a wealth of valued-added data associated with that entity, including the business name, physical and mailing addresses, trade styles (fictitious name, assumed name, alternate name or DBA), principal names, financial, payment experiences, industry classifications (SICs [Standard Industry Classification] and NAICS [North American Industry Classification System]), socio-economic status, government data and more. The D-U-N-S® number also links members of corporate family trees worldwide. If ordered at the time of forming your corporation, Spiegel & Utrera, P.A. will obtain your D & B number, also known as your D-U-N-S® number, for $50. If ordered later, the charge to obtain the D & B number, also known as your D-U-N-S® number, is $75.
Business Checking, Investment Account and Delayed Debit Gold MasterCard for Owners Experiencing Difficulty in Obtaining a Bank Account – Let us help You Establish a Business Banking Account ▲
Let Spiegel & Utrera, P.A. help you set up your new business checking account. In addition to a business checking account, the account also comes with an investment account and a delayed debit Gold MasterCard. Depending upon the day in the billing cycle when a charge is made, your account will continue to earn interest for up to 30 days from the date of purchase or until the balance of the debit card for that period is charged to your account. In addition, with this account you have the ability to make deposits and withdraw funds from over 800 bank locations and other financial institutions in the United States. Multiple delayed debit Gold MasterCard's are available for use by your employees. Internet bill payments are free. No minimum balance is required to maintain your business checking account, however, there is an initial deposit of $100,000 which is required to open the Business Checking, Investment Account and Delayed Debit Gold MasterCard. If you order your business checking, investment account and/or delayed debit Gold MasterCard from Spiegel & Utrera, P.A. at the time of forming your Corporation, the fee is $249.95 to prepare all the necessary documentation and follow up until such time as your business checking, investment account and/or delayed debit Gold MasterCard has been established. If ordered after forming your Corporation, the fee is $449.95.
Your Success Starts With Knowledge Return to Menu
As a new entrepreneur it is important that you surround yourself with the tools you need to be successful. However, it is also important that you don’t drain your bank account looking for these tools. Three items with vast amounts of business knowledge and guidance can be found below. You will return to these items again and again, not only during the start-up process but over the entire life of your business.
Spiegel & Utrera, P.A. General Counsel Club & Registered Agent Service with Attorney Client Privilege ▲
Experienced Legal Advice to Help You Save Money with Added Confidentiality Protection.Let Spiegel & Utrera, P.A. help you grow your business.
Our firm has what we call the "General Counsel Club". Select this valuable service at the time of ordering your corporation and receive an additional one month Bonus – so that your first year of service will cover 13 months PLUS take a $50 discount, so you pay only $89.95 for the first 13 months of service. You get:
Detours and Contradictions ▲ 
Want more out of your corporation? Then don't miss Lawrence Spiegel', 223 page Detours and Contradictions. Use this book, and all your available resources, to begin the challenging yet fulfilling journey of entrepreneurship. As we'll see... having a marketable idea is only the first step in a lengthy process. Along the way you’ll encounter numerous detours and contradictions, risks and rewards. The price of Detours and Contradictions is just $13.50 if you order when forming your corporation. PLUS there is no extra charge for shipping, handling and processing as your book will be shipped with your corporation. Also, as an added bonus, your copy of Detours and Contradictions will be personally autographed by Lawrence J. Spiegel.
Charlie's Entrepreneurial Journey ▲
Building your business, or selecting the type of business to start, is easy when using Charlie' Entrepreneurial Journey as a guide and applying Lawrence J. Spiegel' thirty eight "Principles of Entrepreneurship" to your business. Spiegel' latest book provides 416 pages of insight into the world of an aspiring entrepreneur named Charlie. Charlie' journey leads him through topics never discussed in business books but essential to success. Topics include: costs associated with Acquiring a Customer, Urgency to Purchase, Saturation Advertising, Success Leaves Tracks and Repetitive Business. Spiegel' "Principles of Entrepreneurship" cannot be found anywhere else. In fact, no one has ever exposed the business secrets Spiegel discloses. If you are seeking to spark your business you will find an EXPLOSION in this book. Order this book at the time of forming your corporation and you will get Charlie' Entrepreneurial Journey for $19.50 which includes shipping, handling and processing, when ordered with the formation of your company. PLUS Lawrence J. Spiegel will personally autograph your copy of Charlie' Entrepreneurial Journey.
Lease / Agreement Review Return to Menu
Lease/Agreement Review – Protect Yourself BEFORE You Sign ▲
Avoid costly mistakes, always, always, always have any type of Contract/Lease or otherwise legally binding agreement reviewed by a qualified lawyer BEFORE you sign it. Spiegel and Utrera, P.A. offers Consultations at all of our offices and over the phone For your convenience, and at no obligation to you, you can fax us the documents that need to be reviewed at (800) 520-7800 and an attorney can advise you over the phone.
Our staff has many years of experience representing Tenants. Having your lease reviewed BEFORE you sign on the dotted line can save you thousands of dollars.
In our review we address issues such as:
Business Purchase Review: ▲
One thing is very clear - the acquisition of a business can provide the gateway to substantial wealth. At Spiegel & Utrera, P.A. , we have represented buyers in many business acquisitions and are ready to help you. For small to medium businesses, purchases are usually structured in one of two ways: Asset Purchase or Corporate Stock Purchase.
Asset Purchase – Generally Liabilities are NOT Assumed ▲
When assets are acquired, the purchaser buys all or specified assets of the selling entity and may assume none, some, or all of the liabilities of the business. An asset purchase may be more attractive to you since you may be able to pick and choose the specific items desired and can attempt to avoid assuming debts and liabilities of the selling entity. An asset acquisition is also designed to reduce your exposure to possible unknown or contingent liabilities. When assets are acquired, appropriate documents must be prepared in order to effectuate the transfer of title to each particular asset which is being transferred. This can involve a great deal of paper work and may require approvals and consents from various other parties, depending on the entity which is being purchased. We recommend faxing any agreement BEFORE you sign to (800) 520-7800, at no obligation to you, and an attorney can advise you over the phone.
Corporate Stock Purchase – When the longevity and corporate status of the entity are Valuable ▲
You can acquire control of another company through the acquisition of the shares of stock owned by the seller's shareholders. In this type of acquisition control of the acquired entity is obtained through stock ownership rather than a direct acquisition of the assets. With a corporate stock purchase corporate liabilities are assumed by the buyer. The legal and corporate status of the acquired entity remains the same following the acquisition. If possible, an Asset Purchase is usually preferable for a buyer due to the assumed liability. However some purchases may benefit from the acquisition of corporate stock. For example, where beneficial carryover tax attributes are available, a stock transaction may be desirable for you. When favorable insurance and employment ratings can be retained, they may also be a consideration for a stock transaction. Although one of the main nontax considerations for you in desiring an asset purchase is the risk of being saddled with unknown and contingent liabilities, the impact of this problem can sometimes be ameliorated by the establishment of holdback arrangements. Such arrangements typically involve escrowing of funds, rights to offset payments on seller financed promissory notes, execution of nonnegotiable promissory notes to evidence seller financing, and provisions in the sale agreement in delaying the payment of the full purchase price until certain contingencies have been satisfied.
In a typical stock acquisition the purchaser acquires the stock from the corporate shareholders in exchange for cash, notes, stock, other property, or a combination of these items. In most cases you will want to purchase the entire outstanding stock of the seller; however, there may be situations where it would be advantageous to have a minority shareholder retain an interest in the corporation being sold. For example, if a key management figure has an ownership interest in the corporation, it may be beneficial for the corporation for him to retain that interest in order to maintain continuity of management and the value of a key employee. The psychological and economic advantages of having an important employee continue to own a stake of the business, even after new ownership of the majority of stock, should be carefully weighed.
Simplicity is perhaps the key nontax feature of a stock acquisition. Since nothing other than corporate stock of the corporation is transferred, the often cumbersome preparation and execution of documents of transfer are not necessary. Although the selling shareholders must agree to sell their corporate stock, no shareholder votes are necessary, nor are there any shareholders' dissenters' or appraisal rights. The sale of corporate stock will normally avoid sales taxes, although Florida does impose a tax on the transfer of stock.
It must be emphasized that the mechanical ease of accomplishing the actual corporate stock transfer should not lull you into believing that an investigation into the corporation is not necessary. To the contrary, the investigation should be at least as, if not more, comprehensive than one undertaken in the course of an asset transaction. It is perhaps most crucial in regard to liabilities, since you face the risk imposed by disclosed, undisclosed, fixed, contingent, and unknown liabilities. Although you do not assume such liabilities personally, they nonetheless run with the corporation and will affect the assets of the business. The degree and extent of the risk associated with the transaction, and the likelihood of liabilities which have not surfaced, should have a direct bearing on the negotiated purchase price. We strongly recommend that you fax your purchase agreement, at no obligation to you, to (800) 520-7800 BEFORE you sign it and one of Spiegel And Utrera, P.A.' experienced attorneys will be able to advise you over the phone.
Franchise Agreement Review – Is That Franchise Too Good to be True? ▲
A franchise is a method of distributing goods and services by licensing a business idea or concept to another. The "franchisor" is the legal owner of the franchised business' concepts and ideas, including names and logos. The "franchisee" is the individual or entity that purchases the right to use these concepts and ideas from the Franchisor. Studies reveal that franchised businesses experience lower default rates than independent businesses and generally have a somewhat easier time securing financing because the Franchisor typically has an established trademark and goodwill, as well as marketplace experience. But is a franchise worth the cost and restrictions? Many new entrepreneurs incorrectly believe that purchasing a franchise will lead to immediate success and profits with little to no risk. This is rarely the case. When considering a franchise there are many aspects that you need to examine. One good indicator of the potential success of a franchise is to compare your start-up cost with the past advertising and promotional expenditures of the franchisor. For example, a fast food franchise that has a start-up cost of $50,000 where the franchisor has invested $500 million in advertising and promotion would probably be a better purchase than another fast food franchise that has a lower start-up cost but the franchisor has only invested $10 million in advertising and promotion. Likewise, remember that higher price does not necessarily mean less risk and lower price does not mean greater potential reward. You must review all materials and disclosures carefully and seek legal advice. Although franchises usually require up-front fees and are heavily regulated by Federal and state agencies because of their inherent risks, a franchisee operating under one trademark can achieve levels of brand awareness, market penetration and purchasing power that business people operating individually could not ordinarily achieve. Generally, a franchise agreement grants to the franchisee a limited license and right to use and operate a recognizable outlet within a defined territory by utilizing a pre-existing business system and proprietary marks. The franchise agreement allows the franchisor to carefully control the obligations and responsibilities of the franchisee. It is imperative to have the agreement reviewed by an attorney BEFORE you sign it. The attorneys of Spiegel and Utrera, P.A. have extensive experience in Franchise Agreements and will review your Franchise Agreement. Just fax your agreement to (800) 520-7800, at no obligation to you, and an attorney can advise you over the phone.
In our review we address issues such as:
A franchise is an excellent way to get started as a new entrepreneur, but it does not guarantee success. You must have a Franchise Agreement that works to your advantage. Let Spiegel and Utrera, P.A. review your agreement and get your franchise started on the path to success!
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Shipment of your Entity Records Book and SealSPEED OF SERVICE OPTIONS
REDDI CORP ▲
If you need a corporation immediately, we have corporations, which are ready for immediate delivery. For more information and a complete list of all our Reddi or Shelf corporations CLICK HERE or call our office at (800) 603-3900 for details.
2 BUSINESS DAY NON-PROFIT CORP ▲
If you need your corporation formed urgently, for an additional $250 . We will expedite the registration of the Corporation and preparation of the Corporate Records and the Corporate Package will be ready in 2 business days, after receipt of payment.
4 BUSINESS DAY NON-PROFIT CORP ▲
If you need to incorporate fast, we offer a 4 Business Day Incorporation Service for an additional $175 . We will expedite the registration of the Corporation and preparation of the Corporate Records and the Corporate Package will be ready in 4 business days, after receipt of payment.
REGULAR SERVICE ▲
The regular processing time for a Corporation is approximately two weeks. The Non-Profit Corporate Package includes all the documents and the Corporate Seal.
Orders received after 3:30 pm will be processed the following business day.
An Important Note about our RUSH SERVICES ▲
We offer two levels of rush service. When you opt for one of our rush services, we guarantee to promptly deliver your Corporation to the State for processing, however, if the State is backlogged, you may experience a delay in receiving your documents. We strive to have all rush orders ready as soon as humanly possible, however if time is of the essence you may opt for one of our Reddi Corps which are ready for immediate delivery.
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