Georgia Family Limited Partnership
$684.95
Price Includes State Filing Fee!
(INCLUDES GEORGIA STATE FILING FEES FOR 2 PARTNERS, ADDITIONAL PARTNERS ARE $50 EACH, ATTORNEY'S FEES, FAMILY LIMITED PARTNERSHIP SEAL AND BOOK, FAMILY LIMITED PARTNERSHIP MINUTES, CERTIFICATE OF LIMITED PARTNERSHIP, PRELIMINARY NAME SEARCH AND FAMILY LIMITED PARTNERSHIP AGREEMENT)
For one low fee of $684.95, your Georgia Family Limited Partnership is COMPLETE and
Yes, even Includes Attorney's Fee (No Hidden Attorney Fees). |  Get Started Today! INCORPORATE IN GEORGIA  Click Here! |  |
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 FAMILY LIMITED PARTNERSHIP 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 A FAMILY LIMITED PARTNERSHIP?
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A partnership is a syndicate, group, pool, joint venture, or other unincorporated organization of two or more individuals or entities through which any business, financial operation, or venture is carried on, in which the partners share in the profits and the losses. The partnership is an entity separate from its partners. There are different types of partnerships:
A limited partnership consists of a general partner that manages the day-to-day operations of the business and limited partners that are investors in the limited partnership. Typically, the individuals that are the general partners are different than the individuals that are the limited partners, but they need not be mutually exclusive.
A limited partnership permits passive investors to invest capital and share in the profits and losses of a partnership venture without being liable for more than their capital contribution. Those who will be active in the day-to-day operation of the limited partnership business, such as the general partner, however, must remain fully liable.
A Limited Partnership has flow-through tax treatment under Subchapter K of the Internal Revenue Code and therefore a Limited Partnership is not subject to direct taxation. Instead, the partners must report and assume liability for their share of the Limited Partnership's gain or loss. Avoiding the entity level tax ensures that income flowing into a Limited Partnership is taxed only once.
The limited partner generally is not liable for the general obligations of a Limited Partnership unless that partner is also a general partner or participates in the "control" of the Limited Partnership's business. The limited partnership statutes permit limited partners to take many common actions without being deemed to have participated in the control of the Limited Partnership business.
Family Limited Partnership ▲
The Family Limited Partnership (FLP) is a limited partnership where family members hold most or all of the ownership interest in a limited partnership, and it is an important vehicle for asset protection and estate planning. The FLP can be used to create a powerful strategy for asset protection and for realizing estate tax and income tax benefits.
The FLP can be formed so that a husband and wife are each general partners that handle the day to day operations of the family business or perhaps by a husband and an older son. Also, the FLP has limited partners that invest, perhaps only nominally, in the FLP. Typically, the husband, wife and children are the limited partners. After forming the FLP, all family assets can be transferred into it, including investments and business interests. After the transfers, rather than such assets being owned individually by the husband and wife, etc., the husband and wife will own a controlling interest in a business entity that owns the assets. The family members that are general partners will have complete management and control over the affairs of the partnership and can buy or sell any assets they wish on behalf of the FLP. Furthermore, as general partners the family members can decide to distribute the proceeds from the sale of the assets or for the FLP to keep such proceeds.
Asset Protection from Creditors ▲
An important feature of the FLP is asset protection. If an individual is sued and the plaintiff gets a judgment against the defendant, the plaintiff/judgment creditor can seize everything owned by the defendant/debtor. If a husband and wife plan wisely and are partners in an FLP where all they transferred their formerly personal assets to the FLP, the only asset individually owned is the interest in the FLP. Such a creditor cannot reach into the FLP and seize the investments and bank accounts of the FLP. The creditor has no rights to any property held by the FLP. Since title to the assets is in the name of the FLP and it is an individual that is a partner rather than the partnership itself which is liable for the debt, the partnership assets may not be taken to satisfy the judgment.
A creditor may apply to a court for a charging order against an individual partner's partnership interest. When this happens, in the event of an FLP distribution, instead of the money going to the individual partner, the money goes to the judgment creditor until the amount of the judgment is satisfied. Cash distributions paid to the partner/debtor could, therefore, be taken by the creditor. This doesn't mean that the judgment creditor is a partner in FLP, it means the judgment creditor receives the right to any distributions paid to an individual partner/debtor.
The way to forestall such a scenario where a creditor has obtained a charging order is that the FLP should have provisions in its partnership agreement preventing distributions to the debtor partner. Since the partnership would not have any distributions, the judgment creditor won't get paid, at least not from that collection method. Instead, the FLP would retain its funds and continue to invest and reinvest its money.
The Family Limited Partnership is an excellent vehicle for holding interests in other business entities. Because you want to protect your valuable family assets from creditors, you do not want the FLP to actively conduct business, as this will expose such valuable family assets to litigation. Instead, you want the FLP to own shares of corporate stock or membership interests in limited liability companies (LLCs). Such corporations or LLCs in turn will hold individual investment properties or conduct business with a specific business purpose. In this way, exposure to liability is isolated where litigation concerning one of your businesses will not jeopardize the other businesses and the assets they hold.
Tax Benefits ▲
The FLP has tremendous flexibility. To that end, with family assets held by an FLP, it may be possible to obtain income tax savings by spreading income from high tax bracket parents to lower tax bracket children and grandchildren who are fourteen years or older.
The FLP can also be a vehicle for dramatically reducing or eliminating estate taxes by shifting the value of your assets out of your estate without any loss of control through a program of gifting limited partnership interests to your children or other family members. This is done with an estate plan including an FLP established to hold all of your family assets. Say for example you and your wife are general partners of the FLP. As such, you would have management and control over your property in the FLP. Initially, you could make a gift of the FLP interests to your children in an amount equal in value to the combined maximum estate tax credit (currently $2 million). Later, you could gift limited partnership interests equal to the amount of the annual gift tax exclusion of $22,000 per child ($66,000 per year).
The value of each gift of a limited partnership interest may be discounted in order to account for the lack of marketability and the lack of control associated with those interests. Instead, because the FLP interest cannot be readily sold and because the donee has no right to participate in management of the FLP, many financial advisors recommend discounting the transferred interest to reflect its true market value. Depending on the situation and estate planning aggressiveness discounts in the range of 30 to 50 percent may reduce the estate tax burden.
FLPs versus Family-Owned Dual Class LLCs ▲
Generally speaking, a family-owned Dual Class LLC may achieve the same results as an FLP, insofar as multiple-member LLCs can be taxed as a partnership and the management and investment aspects can be isolated the same way as with an FLP. Also, instead of the general partner of the FLP either being exposed to liability (if a plain vanilla limited partnership, rather than a limited liability limited partnership) or facing the expense of forming a corporation or other entity that intrinsically has limited liability, all managing members will have their liability limited to the extent of the capital they have contributed in exchange for their equity interest. Furthermore, the Family Owned Dual Class LLC is considerably less expensive than the FLP. Finally, the Family Owned Dual Class LLC is extremely flexible, as it can be taxed as a partnership or a corporation, depending on what the members elect. However, it should be noted that because limited partnerships have been around for years, court cases involving limited partnerships allow planning to be more certain compared to the dearth of guidance for LLCs in general and Dual Class LLCs in particular. Thus, you will want to carefully analyze your situation and seek guidance from an attorney or other estate planning professional for the entity that best fits your family business situation.
Formalities Are a Must ▲
Please be advised that in order to fully realize the asset protection and estate planning potential of FLPs, it is essential that all business formalities are followed and documented as if the FLP is a completely independent entity and that there are no family relationships involved, as courts and the Internal Revenue Service will carefully scrutinize the dealings of the FLP in order to disallow the tax benefits claimed by the partners of the FLP (see Kimbell v. U.S.A., Case No. 03-10529 (May 20, 2004 )). This means that all the financial and business records should be carefully maintained, that funds are not commingled, that any and all agreements are carefully drafted, that real property and other assets should be treated as FLP assets rather than personal assets, that transactions should be carefully documented and bona fide rather than disguised gifts or sham transactions, that any price paid for in a FLP transaction is fair market value, that any transaction have a valid business purpose such as asset protection or continuity of family ownership rather than tax avoidance and that appraisals used to claim a valuation discount are adequately substantiated.
Careful drafting of FLP documents is crucial, and the partnership agreement of the FLP must contain certain key provisions designed to protect your valuable family assets from creditors of individual partners and that family members maintain control over the FLP.
In order for the Firm to process your Family Limited Partnership, you will need a Family Limited Partnership Agreement prepared by our Firm or, if you already have a Limited Partnership Agreement, you will need to furnish our Firm an opinion letter from qualified independent legal counsel representing the proposed Family Limited Partnership stating counsel has reviewed the Limited Partnership Agreement and such Agreement is fully compliant with Georgia law and represents the business entity contemplated by the parties.
We will form your Family Limited Partnership under the personal direction of a qualified attorney who makes certain that all requirements are met.
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 
- If your Limited Partnership is a service business, you'll need a Service Agreement ▲
The bedrock foundation of many service businesses is a customized written agreement entered into with its customers. Many franchises sold for tens of thousands of dollars are business formats revolving around a 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 family limited partnership. 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 Partnership 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 Partnership ▲
Choosing a name for your Partnership should be a well thought our process. Generally, a Partnership name may be adopted if there is not the same as or too similar to an existing name on the state Partnership records.
When determining name availability, Spiegel & Utrera, P.A. checks names only against names of partnerships registered in the state you are attempting to form your Partnership (e.g., a proposed partnership name is checked for availability only against other like partnership names) and only with the state agency responsible for partnership 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 partnership 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 partnership 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 partnership name can be a very expensive business lesson that can be avoided.
Avoid the problem of having you and your Partnership 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 ▲
he equivalent of a social security number for an Family Limited Partnership. You will need it to operate your business and open a bank account for the Family Limited Partnership. We can obtain this number for you and the advantage of allowing us to get it for your Family Limited Partnership, is that we will deliver it with your Family Limited Partnership for only $35, so you may 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.
Georgia Sales and Use Tax Number - 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 $267.95 when included as part of your Family Limited Partnership 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 Family Limited Partnership 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 partnership 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.
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 Partnership, 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 Partnership 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 Partnership 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 Partnership, 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.
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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
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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 Family Limited Partnership for use as the Family Limited Partnership '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 Family Limited Partnership, and as an added bonus to our clients, we draft the Lease in such a manner that it is automatically renewable from year to year at no additional charge.
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 Family Limited Partnership. The typical tax savings under this type of arrangement ranges between $1,500 and $3,000 per tax year. As an added bonus to our clients, we draft the lease in such a manner that its automatically renewable from year to year at no additional charge. We can prepare the lease for only $150 when ordered with formation of your Family Limited Partnership.
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 Family Limited Partnership, you create a legitimate business expense for the Family Limited Partnership and a Tax Deduction. Typically, the tax savings under this type of arrangement can exceed $1,000 per tax year. As an added bonus to our clients, we draft the lease in such a manner that it's automatically renewable from year to year without additional charge. The cost for an Office Equipment Lease is only $150, when ordered with the formation of your Family Limited Partnership.
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 Partnership 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 Partnership Interests ▲
Allowing differences in voting rights is particularly advantageous to entrepreneurs who need to attract additional capital, but who also want to retain voting control over their Partnership. For example, as a founding partner of the Partnership, you may want to have all of the voting Partnership interest so as to control its operations, while transferring all of the non-voting Partnership interests to others so that they may share in the appreciation value and earnings of the Partnership. Seasoned business-owners will instinctually recognize the value of such an agreement. We’ll draft a special provision for your Articles of Partnership. This item costs only an additional $74.95 if ordered at the time of formation. In addition, you may want to protect yourself with a Partner Restrictive Agreement.
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. Georgia 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's 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.
General Partner Indemnification Agreement and Covenant Not to Sue ▲
We strongly recommend that you include special provisions in your Certificate of Family Limited Partnership and additional agreements which trigger this important protection requiring the Family Limited Partnership to indemnify and hold harmless its General Partner from any actions it takes on behalf of the Family Limited Partnership and to reimburse the General Partner for Family Limited Partnership start up costs. If the General Partner is ever sued for actions taken on behalf of the Family Limited Partnership, these provisions require that the Family Limited Partnership be held responsible. These important provisions and agreements cost only an additional $75 if ordered at the time of formation of your Family Limited Partnership.
General Partners Restrictive Agreement ▲
We strongly recommend you enter into General Partner Restrictive Agreement. This agreement is entered into by the General Partner and the Family Limited Partnership to enumerate and describe the duties of the General Partner and to the Family Limited Partnership. More particularly, it affords a right of first refusal where in the event a General Partner wants to transfer their partnership interest it requires approval and/or a buyout by the Limited Partners.
A draft of this agreement will be prepared as part of our service, so you may review the Agreement, make changes and discuss it with one of our Attorneys. Please bear in mind that this Agreement is customized specifically for your Family Limited Partnership. Normally, the fee to prepare such a comprehensive agreement of this nature would be $1,500 or more. However, your cost is only $249.95 if prepared in conjunction with the formation of your Family Limited Partnership.
General Partner Divorce Protection Provisions in the Limited Partners Restrictive Agreement for Limited Partnerships ▲
Unfortunately, many eager entrepreneurs anticipate a successful business venture but never contemplate the "down side." Of course, our Firm recommends that individuals protect themselves by having business entities as General Partners managing the Limited Liability Limited Partnership to add a layer of limited liability protection, but what happens if a General Partner is an individual that gets divorced? Will the Limited Liability Limited Partnership interest remain with the General Partner or get awarded to the spouse as part of the divorce settlement? What happens if a General Partner tries to convey or assign their Limited Liability Limited Partnership interest to a spouse or former spouse to meet their obligations? A carefully drafted provision in the General Partners Restrictive Agreement should afford a right of first refusal when a General Partner wants to transfer their Limited Liability Limited Partnership interest by requiring a buyout of the Limited Liability Limited Partnership interest by the other Partners. Such a provision will protect the current Partners from potential ownership by divorced spouses or other possible sources of ownership conflict. For example, assume a company set up by husband John Smith, wife Pocahontas Smith, and son Al Smith. All are Limited Partners, and son Al is married to Patti Smith. What happens if Al and Patti Smith file for a divorce? Provisions in the General Partner Restrictive Agreement require that in the event of the filing of a divorce involving a General Partner of the company, a notice is sent to the other Partners offering them a right of first refusal, which allow them to purchase Al Smith's Limited Liability Limited Partnership interest to avoid having Patti Smith as a General Partner, especially after a nasty divorce. Furthermore, even if none of the Partners want to buy the Partnership interest at issue, any transfer of Limited Liability Limited Partnership interest would require unanimous consent of the other Partners. Let us draft these special provisions to protect your Limited Liability Limited Partnership from divorce for an extra $75 when ordered with the General Partners Restrictive Agreement at the time of formation or $150 thereafter.
Limited Partner Indemnification Agreement and Covenant Not to Sue ▲
We strongly recommend that you include special provisions in your Certificate of Family Limited Partnership and additional agreements which trigger this important protection requiring the Family Limited Partnership to indemnify and hold harmless the Limited Partners from any actions they take on behalf of the Family Limited Partnership and to reimburse the Limited Partners for Family Limited Partnership start up costs. If the Limited Partners are ever sued for actions taken on behalf of the Family Limited Partnership, these provisions require that the Family Limited Partnership be held responsible. These important provisions and agreements cost only an additional $75 if ordered at the time of formation of your Family Limited Partnership.
Limited Partners Restrictive Agreement ▲
We strongly recommend you enter into a Limited Partner Restrictive Agreement. This agreement is entered into by the Limited Partners and the Family Limited Partnership to enumerate and describe the rights and obligations of the Limited Partners to each other and to the Family Limited Partnership. More particularly, it affords a right of first refusal where in the event a Limited Partner wants to transfer their partnership interest it requires approval and/or a buyout by the other limited partners.
A draft of this agreement will be prepared as part of our service, so you may review the Agreement, make changes and discuss it with one of our Attorneys. Please bear in mind that this Agreement is customized specifically for your Family Limited Partnership. Normally, the fee to prepare such a comprehensive agreement of this nature would be $1,500 or more. However, your cost is only $249.95 if prepared in conjunction with the formation of your Family Limited Partnership.
Limited Partner Divorce Protection Provisions in the Limited Partners Restrictive Agreement for Limited Partnerships ▲
Unfortunately, many eager entrepreneurs anticipate a successful business venture but never contemplate the "down side." Of course, our Firm recommends that individuals protect themselves by having business entities as Limited Partners in the Partnership to add a layer of limited liability protection, but what happens if a Partner is an individual that gets divorced? Will the Limited Liability Limited Partnership interest remain with the Limited Partner or get awarded to the spouse as part of the divorce settlement? What happens if a Limited Partner tries to convey or assign their Limited Liability Limited Partnership interest to a spouse or former spouse to meet their obligations? A carefully drafted provision in the Limited Partners Restrictive Agreement should afford a right of first refusal when a Limited Partner wants to transfer their Limited Liability Limited Partnership interest by requiring a buyout of the Limited Liability Limited Partnership interest by the other Limited Partners. Such a provision will protect the current Limited Partners from potential ownership by divorced spouses or other possible sources of ownership conflict. For example, assume a company set up by husband John Smith, wife Pocahontas Smith, and son Al Smith. All are Limited Partners, and son Al is married to Patti Smith. What happens if Al and Patti Smith file for a divorce? Provisions in the Limited Partners Restrictive Agreement require that in the event of the filing of a divorce involving a Limited Partner of the company, a notice is sent to the other Limited Partners offering them a right of first refusal, which allow them to purchase Al Smith's Limited Liability Limited Partnership interest to avoid having Patti Smith as a Limited Partner, especially after a nasty divorce. Furthermore, even if none of the Limited Partners want to buy the Partnership interest at issue, any transfer of Limited Liability Limited Partnership interest would require unanimous consent of the other Limited Partners. Let us draft these special provisions to protect your Limited Liability Limited Partnership from divorce for an extra $75 when ordered with the Limited Partners Restrictive Agreement at the time of formation or $150 thereafter.
Avoid Probate – Provide for the Disposition of the Ownership of your Partnership Upon Your Death ▲
Let Spiegel & Utrera, P.A. create an Ownership Trust while your Partnership is in the process of being formed. The Ownership Trust will own your Partnership Interest, you will own the Ownership Trust. The benefits are many: (1) the ownership of your Partnership Interest is held anonymously by a 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 Partnership Interest; (4) PROBATE IS AVOIDED and the ownership of the Partnership Interest will be transferred immediately according to wishes direction upon your death. The Ownership Trust is relatively inexpensive to form, $350 if ordered at the time of establishing your Partnership. If not ordered at the time of forming your Partnership, the Ownership Trust is $749.95
Family Limited Partnership Options Return to Menu
Family Limited Partnership Agreement ▲
Your Family Limited Partnership Agreement is included with your Family Limited Partnership.
Your Family Limited Partnership Agreement will:
Obviously, this is a very thorough Contract. It is drafted by our attorneys and used by business owners such as yourself. This agreement is very versatile and an absolute necessity for a Limited Partnership with multiple owners. Remember the old adage, "An ounce of prevention is worth a pound of cure." While the limited partnership agreement is included with your limited partnership, complex Limited Partnerships require additional charges which are available upon request.
Family Limited Partnership Management Agreement ▲
A Family Limited Partnership may enter into a written Management Agreement between the Family Limited Partnership and the General Partner. The Management Agreement should be drafted in such a way so that it conforms with the provisions of the Family Limited Partnership Agreement and, in addition thereto, it will:
A Family Limited Partnership Management Agreement is generally used in two situations. The first is when one Limited Partner of a multi-Partner/owner Family Limited Partnership becomes the General Partner. The other situation is when an individual becomes the General partner who is not a Limited Partner. This Agreement sets out the duties and responsibilities of the General Partner to the Family Limited Partnership. The Agreement also covers such topics as compensation, confidentiality, non-compete, check signing, use of Family Limited Partnership assets and any other topic required by your Family Limited Partnership. Please bear in mind that this Agreement is customized specifically for your Family Limited Partnership. Normally, the fee to prepare such a comprehensive agreement of this nature would be $1,500 or more. However, your cost is only $150 if prepared in conjunction with the formation of your Family Limited Partnership.
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 Georgia 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 Family Limited Partnership'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 Family Limited Partnership. The cost at the time of forming your Family Limited Partnership 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 Family Limited Partnership'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 Limited Liability Limited Partnership 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's 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 Family Limited Partnership for only $150 if ordered at the time of formation of your Family Limited Partnership.
Sexual Harassment Prevention Policy ▲
If you are using employees in your business or if your business has customers it is important to have written Sexual Harassment Prevention Policy. In order to protect your business from liability for such sexual harassment claims, Spiegel & Utrera, P.A. recommends that your business adopt a written sexual-harassment prevention policy and distribute it to employees. The policy will include:
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.
Lender's Agreement & Promissory Note - Properly Document Money Lent to the Business ▲
Initially a Family Limited Partnership needs a cash infusion. Additionally, the Family Limited Partnership may require a continuing advance of funds for some time. Its important to minimize the amount of money a Partner is required to pay for the Family Limited Partnership in the Family Limited Partnership because the Partners could be held personally liable by the Family Limited Partnership and/or the creditors of the Family Limited Partnership for not contributing all the funds the Partners had initially agreed to contribute to the Family Limited Partnership. How does the Family Limited Partnership get the money? After the initial purchase of its Family Limited Partnership interests, generally, the Family Limited Partnership has two choices for obtaining additional money: (1) Partners can contribute additional funds for their Family Limited Partnership interest (not the preferred method as previously stated) or (2) loan money to the Family Limited Partnership. Lending money to the Family Limited Partnership is the preferred method to advance money to the Family Limited Partnership because the lender is seen as a creditor of the Family Limited Partnership. The lending of money to the Family Limited Partnership is accomplished with a Lender's Agreement and a Promissory Note. Both of these instruments together provide for an initial amount of a loan to the Family Limited Partnership and also provide for future advances of money the lender might make to the Family Limited Partnership. In the event of failure of the business, the loan will be fully tax deductible by the lender as a bad debt. The fee for the Lender's Agreement and Promissory Note, if ordered at the time of the formation of your Family Limited Partnership, is only $75.
Security Agreement for Limited Partnership - 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 Family Limited Partnership 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 forming your Family Limited Partnership, 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 forming your Family Limited Partnership.
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 Partnership, 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’s 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 Family Limited Partnership, 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 ▲
If you have had trouble opening a new business banking account, you are not alone. When denied by a bank for a checking account, it is easy to feel isolated, but the truth is many new entrepreneurs experience the same feeling everyday. It does not take much for your business banking account application to be denied. It may be bad personal credit or unresolved personal accounts. It could be something as little as one bad check five years ago! Unfortunately, whatever is causing you to be declined will not go away. Yet, now more than ever, you need a business checking account. We can help. Spiegel and Utrera, P.A. can set up a business checking account for you, even if you have previously been denied. You will need to have a business checking account for your new enterprise, but this is not all you need if you want to build the most credit for your business. We recommend an Investment Account and a Delayed Debit Gold MasterCard in addition to your Business Checking Account in order to maximize your start-up enterprises credit. 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 Limited Liability Limited Partnership, 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 Partnership, 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 Partnership 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 Limited Liability Limited Partnership? Then don't miss Lawrence Spiegel's, 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 Family Limited Partnership. PLUS there is no extra charge for shipping, handling and processing as your book will be shipped with your Family Limited Partnership. 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's Entrepreneurial Journey as a guide and applying Lawrence J. Spiegel’s thirty eight "Principles of Entrepreneurship" to your business. Spiegel’s latest book provides 416 pages of insight into the world of an aspiring entrepreneur named Charlie. Charlie's 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's "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 Family Limited Partnership and you will get Charlie's Entrepreneurial Journey for $19.50 which includes shipping, handling and processing, when ordered with the formation of your Family Limited Partnership. PLUS Lawrence J. Spiegel will personally autograph your copy of Charlie's 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 Georgia 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.’s 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!
Shipping Information Return to Menu
Shipment of your Entity Records Book and SealSPEED OF SERVICE OPTIONS
2 BUSINESS DAY FAMILY LIMITED PARTNERSHIP ▲
If you need your Family Limited Partnership formed urgently, for an additional $250 we can expedite the registration of the Family Limited Partnership and preparation of the Family Limited Partnership Records and the Family Limited Partnership Package will be ready in 2 business days, after receipt of payment.
4 BUSINESS DAY FAMILY LIMITED PARTNERSHIP ▲
If you need to form your Family Limited Partnership fast, we offer a 4 Business Day Family Limited Partnership formation service for an additional $175. We will expedite the registration of the Family Limited Partnership and preparation of the Family Limited Partnership Records and the Family Limited Partnership Package will be ready in 4 business days. Orders received after 3:30 pm will be processed the following business day.
REGULAR SERVICE FAMILY LIMITED PARTNERSHIP ▲
The regular processing time for a Family Limited Partnership is approximately two weeks. The Family Limited Partnership Package includes all the documents and the Family Limited Partnership 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 Partnership 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.
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