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FORM A LIMITED LIABILITY LIMITED PARTNERSHIP

THANKS FOR INQUIRING!

Just think - you can form a Limited Liability Limited Partnership
right over the Phone, or Online. It's easy. It's quick.
And you'll save a substantial amount of money.

OUR GOAL—YOUR Complete Satisfaction and Understanding
Our goal is to provide each of our clients with as much information as possible about starting a Limited Liability Limited Partnership. As you will see as you review the following material, there is a lot of information to digest and consider. Many legal aspects may be complex and confusing. We want you to know we are available to speak with you about any legal aspects of the formation of your Limited Liability Limited Partnership at your convenience either over the telephone or in person at the Spiegel and Utrera, P.A., office nearest you.

What's a Limited Liability Limited Partnership?
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:
  • General Partnerships;
  • Limited Partnerships; and
  • Limited Liability Limited Partnerships;
A Limited Liability 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 Liability Limited Partnership. The General Partner manages the day-to-day operations of the Limited Partnership, including and not limited to maintaining the business and financial records of the Limited Partnership.

Because of the General Partner’s potential exposure to liability, we recommend that the General Partner be an entity with limited liability itself, such as a Limited Liability Partnership, Limited Liability Company, or Corporation.

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 Liability 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. The General Partner and the Limited Partners make a Capital Contribution in exchange for a General or Limited Partnership Interest. Capital Contributions can be made up of contributed cash, property (any contribution of property must include a description of the property), promissory note or services rendered. Capital contributions can also consist of other obligations to be contributed by Limited Partners(s) in the future, cash, property (any contribution of property must include a description of the property) and services to be performed. Typically, the General Partner’s Capital Contribution may be a nominal amount, such as one percent (1%) of the total Capital Contribution. Also, the General Partner’s Capital Contribution may consist of future services.

A strong feature of the limited liability limited partnership is that obligations of the limited liability limited partnership, whether arising in contract, tort, or otherwise, are solely partnership obligations so that none of the partners are personally liable. The only reason for the use of the mere limited partnership form, rather than limited liability limited partnership, is when a limited partnership is required by lenders or other creditors. Understandably, because of liability protection, the limited liability limited partnership form of partnership is preferred over the other types of limited partnerships.

A Limited Liability Limited Partnership has flow-through tax treatment under Subchapter K of the Internal Revenue Code and therefore a Limited Liability Limited Partnership is not subject to direct taxation. Instead, the partners must report and assume liability for their share of the Limited Liability Limited Partnership's gain or loss. Avoiding the entity level tax ensures that income flowing into a Limited Liability Limited Partnership is taxed only once.

The limited partner generally is not liable for the general obligations of a Limited Liability Limited Partnership. The Limited Liability Limited Partnership statutes permit limited partners to take many common actions without being deemed to have participated in the control of the Limited Liability Limited Partnership business, however, estate planners recommend avoiding giving limited partners more active management and control because of the possibility of adverse transfer tax consequences.

We recommend you have a Limited Liability Limited Partnership agreement describing the governance of your Limited Liability Limited Partnership, including the identities of the general and limited partners, responsibilities of the general partner, amount of capital contributions, distribution of profits and allocation of losses, Limited Liability Limited Partnership meetings, admittance and withdrawal of partners and winding up the Limited Liability Limited Partnership. In the absence of a Limited Liability Limited Partnership agreement, state statutes will govern.

In order to process your Limited Liability Limited Partnership, you will need a Limited Liability Limited Partnership Agreement prepared by our Firm or, if you already have a Limited Liability Limited Partnership Agreement, you will need to furnish our Firm an opinion letter from qualified independent legal counsel representing the proposed Limited Liability Limited Partnership stating counsel has reviewed the Limited Liability Limited Partnership Agreement and such Agreement is fully compliant with Florida law and represents the business entity contemplated by the parties.

We will form your Limited Liability Limited Partnership under the personal direction of a qualified attorney who makes certain that all requirements are met.
For one low fee, your Limited Liability Limited Partnership is COMPLETE and 

INCLUDES
State Filing Fees.
INCLUDES
Limited Liability Limited Partnership Seal and Book.
INCLUDES Certificate of Limited Liability Limited Partnership.
INCLUDES Limited Liability Limited Partnership Minutes.
INCLUDES Limited Liability Limited Partnership Certificate.
INCLUDES Preliminary Name Search.
Yes, even INCLUDES Attorney's Fee (No Hidden Attorney Fees).

What's the secret to such great prices?


Flexible payment options available for placing your order.



INCORPORATE ONLINE NOW
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FORM YOUR LIMITED LIABILITY LIMITED PARTNERSHIP ONLINE NOW!


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.

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Beyond the initial corporation or LLC setup there are additional legal services that you should expect, without additional charge, from whomever you choose to form your Corporation or LLC. Each order placed with Spiegel & Utrera, P.A. includes one on one personalized service from one of our associates. We believe our clients should expect superior customer service, from our law firm. That means explaining the different issues relevant to incorporating or organizing a LLC in a manner that is easy for the client to understand. That way you as a business person can make informed choices when you set up your corporation or LLC.

There are many relevant issues you need to take into consideration but which you may not be aware of when starting a new business: different tax advantages available to you; indemnification and covenant not to sue; federal, state and local filing requirements; name protection; choices of entity structure set up; available agreements and the importance of maintaining corporate and LLC company formalities and complete records; lease reviews; and contracts.

When you use our firm to incorporate or organize your LLC, we will continue to provide you with a toll free number for a 30-day period after incorporating or organizing your LLC so that you may contact our firm whenever you need legal assistance. You can even become a member of our General Counsel Club at a discount, when you incorporate or organize your LLC, and get unlimited legal advice by phone for the entire year.

Seven Powerful Reasons to Incorporate or Organize an LLC

  • Protect yourself from personal liability
  • Business Tax Deductions
  • Minimize IRS Audits
  • Privacy
  • Use of a Marketing framework
  • Raising capital
  • Easy transfer of ownership
Overall discussion of the tax advantages of incorporating or organizing a LLC

Spiegel & Utrera, P.A. has achieved success because we offer Information, Guidance and Counsel with every corporation or limited liability company formed!

We are the low cost providers of incorporation and LLC formation services. This year we will form over 10,000 corporations and LLC's.

Most of our clients are repeat customers or referred to us by users of our services.

Need help Incorporating or Forming your Limited Liability Company? Give us a Call Today! | Frequently Asked Questions

SPIEGEL & UTRERA, P.A. is your one source for business legal services.
Would you rather speak to a lawyer? A Spiegel & Utrera, P.A. associate is ready to take your call.

Our Office

Miami

1840 Coral Way
4th Floor
Miami, FL 33145
Toll Free: (800) 603 - 3900
(305) 854-6000
Fax: (305) 857-3700
Natalia Utrera, Esq.,
Managing Attorney

New York City

1 Maiden Lane
5th Floor
New York, NY 10038
Toll Free: (800) 576-1100
(212) 962-1000
Fax: (212) 964-5600
Nicolas Spigner, Esq.
Managing Attorney

Clifton, NJ

642 Broad St., Suite 1B
Clifton, NJ 07013
Toll Free: (888) 336-8400
(973) 473-2000
Fax: (973) 778-2900
Sandy A. Adelstein
Managing Attorney

Los Angeles

8939 S Sepulveda Blvd.
Suite 400
Los Angeles, CA 90045
Toll Free: (888) 520-7800
(310) 258-9700
Fax: (310) 258-9400
Nicolas Spigner, Esq.
Managing Attorney

Delaware

9 East Loockerman Street
Suite 202
Dover, DE 19901
Toll Free: (888) 641-3800
(302) 744-9800
Fax: (302) 674-2100
Courtney Riordan, Esq.
Managing Attorney

Las Vegas

2545 Chandler Avenue
Suite 4
Las Vegas, NV 89120
Toll Free: (888) 530 4500
(702) 364 2200
Fax: (702) 458 2100
Joel S. Beck, Esq.
Managing Attorney

Chicago

Continental Office Plaza, Suite L12
2340 Des Plaines River Road
Des Plaines, IL 60018
Toll Free: (888) 514-9800
(312) 443-1500
Fax: (312) 443-8900
Michael C. Welchko, Esq.
Managing Attorney

General Counsel Club®

Unlimited Legal & Business Advice
LEARN MORE!
Toll Free: 1 (800) 734 - 9900
Fax: 1 (800) 520 - 7800
ClubAssist@AmeriLawyer.com
Natalia Utrera, Esq.,
Managing Attorney

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