FORM A FLORIDA FAMILY 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;
Limited Liability Partnerships and
Limited Liability Limited 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.

Florida 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.

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 Florida 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

Start-Up Essentials

How to Save Money on Taxes

Office Equipment Lease

A lease which details the leasing of office equipment by a business. Once again, by leasing equipment to the Limited Partnership, you create a legitimate business expense for the 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 Limited Partnership.

Motor Vehicle Lease

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 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 Limited Partnership.

Home Office Lease

Agreement detailing the leasing of office space by a homeowner or tenant with a Limited Partnership for use as the 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 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.

Effectively Controlling Your Business

Stock Options

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 sellerÆs 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 holderÆs 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 holderÆs basis for the stock purchased. The purchaserÆs 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:

Stock is given to an employee, but if he leaves the employ, the corporation has the option to repurchase the employees stock at fixed or variable price.
Stock in the corporation is sold to raise needed capital, but the corporation has the right to repurchase the stock in the future.
For whatever reason a person would like to be a shareholder in the corporation but not now, an option to purchase stock is purchased from the corporation.

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.

Voting Trust

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. California 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.

Asset Protection / How to Protect Your Business

Limited Partnership Options

Limited Partnership Management Agreement

A Limited Partnership may enter into a written Management Agreement between the 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 Limited partnership Agreement and, in addition thereto, it will:

Spell out the terms of employment, such as the duties, responsibilities and compensation of the General Partner.
It states that the General Partner will not compete against the Limited Partnership for a specific period of time after leaving the Limited Partnership;
Prohibit the General Partner from disclosing any of the Limited Partnership’s business records, computer data, trade secrets, methods of operation, et cetera;
Prevent the General Partner from soliciting customers or clients of the Limited Partnership;
Prevent the General Partner after leaving the Limited Partnership, from soliciting the Limited Partnership’s employees to work elsewhere.

A Limited partnership Management Agreement is generally used in two situations. The first is when one Limited Partner of a multi-Partner/owner 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 Limited partnership. The Agreement also covers such topics as compensation, confidentiality, non-compete, check signing, use of Limited Partnership assets and any other topic required by your Limited Partnership. Please bear in mind that this Agreement is customized specifically for your Limited Partnership. Normally, the fee to prepare such a comprehensive agreement of this nature would be $1,500.00 or more. However, your cost is only $150.00 if prepared in conjunction with the formation of your Limited Partnership.

Limited Partnership Agreement

We strongly recommend you enter into an Limited Partnership Agreement for your Limited Partnership.
A well-drafted Limited Partnership Agreement will:

Designate the Limited Partners that invest in the business;
Designate the General Partner that handles the day-to-day operations of the business and describe the general Partner’s management powers and control;
Describe the amount of capital contributions that the partners have to make, how much and when distributions of profits will take place and allocate losses among the partners to minimize tax liability;
Ensure compliance with filing requirements with the Secretary of State by mandating an annual report;
Provide a framework for the settlement of disputes between partners by allowing mediation and arbitration as a quicker, cheaper method;
Prevent a partner from selling his stock to a third party without first offering it to existing partners as a right of first refusal;
Provide a framework for the purchase of a limited partnership interest by the remaining partner in the event a partner dies with a right of first refusal;
Prevent a partner from competing against the limited partnership by selling the same products or offering the same services;
Require partners to maintain the confidentiality of all customer names and other business records so that partners don’t run off with valuable limited partnership secrets or intellectual property;
Prevent a partner from impairing the goodwill of the limited partnership by bad-mouthing the management or financial standing of the business; and
Prevent a partner from soliciting customers of the limited partnership for new limited partnership business.

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." A Limited Partnership Agreement is $449.95 for up to four partners. Additional partners and complex Limited Partnerships require additional charges which are available upon request.

Start-Up Money for Your Business

Lender’s Agreement & Promissory Note for Limited Partnership

Initially a Limited Partnership needs a cash infusion. Additionally, the 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 Limited partnership in the Limited Partnership because the Partners could be held personally liable by the Limited Partnership and/or the creditors of the Limited Partnership for not contributing all the funds the Partners had initially agreed to contribute to the Limited Partnership. How does the Limited Partnership get the money? After the initial purchase of its Limited partnership interests, generally, the Limited Partnership has two choices for obtaining additional money: (1) Partners can contribute additional funds for their Limited Partnership interest (not the preferred method as previously stated) or (2) loan money to the Limited Partnership. Lending money to the Limited Partnership is the preferred method to advance money to the Limited Partnership because the lender is seen as a creditor of the Limited Partnership. The lending of money to the 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 Limited Partnership and also provide for future advances of money the lender might make to the 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 Limited Partnership, is only $75.

Security Agreement for the Limited Partnership

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 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 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 Limited Partnership.

Non-Voting Partnership Interest

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. WeÆll 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.

What You Need if You are Hiring Workers

How to Build Credit for Your Business

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 GovernmentÆs 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 company 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 ôunlocksö 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 company, 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 $167.95.

Business Checking, Investment Account and Delayed Debit Gold MasterCard

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 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

Detours & Contradictions

If you want to start or grow your own business, Lawrence J. Spiegel's, 223 page Detours and Contradictions is the nuts and bolts resource you need to become a successful entrepreneur. Use this book, and all your available resources, to begin the challenging yet fulfilling journey of entrepreneurship. A note of caution-this book doesn't feature obscure theories from the world of academia; Spiegel provides 223 pages of sound advice based on decades of attending the school of hard knocks, bootstrapping his way to the top. By ticking the box you will get your Detours and Contradictions for $13.50 which includes shipping, handling and processing, when ordered with the formation of your Limited Partnership. PLUS Lawrence J. Spiegel will personally autograph your copy of Detours and Contradictions.

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. By ticking the box you will get Charlie’s Entrepreneurial Journey for $19.50 which includes shipping, handling and processing, when ordered with the formation of your Limited Partnership. PLUS Lawrence J. Spiegel will personally autograph your copy of Charlie’s Entrepreneurial Journey.

Florida Family Limited Partnership

$1584.95

PRICE INCLUDES

FORM A FLORIDA FAMILY LIMITED PARTNERSHIP

Florida Family Limited Partnership

How to Build Your Business

Start-Up Essentials

How to Save Money on Taxes

Effectively Controlling Your Business

Asset Protection / How to Protect Your Business

Limited Partnership Options

Start-Up Money for Your Business

What You Need if You are Hiring Workers

How to Build Credit for Your Business

Your Success Starts with Knowledge

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Seven Powerful Reasons to Incorporate or Organize an LLC

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