FORM A NEVADA SERIES LLC

Nevada law permits tremendous additional flexibility with a special type of LLC known as a Series LLC. The Series LLC is an entity where an LLC is formed (let’s call it the “parent”) and designated series (let’s call them the “babies”) of members, managers or limited liability company interests, each having separate rights, powers or duties with respect to specified property of the LLC, may be created “underneath” the “parent” LLC.

This allows separation of ownership and liability for different business lines while retaining unified management. By doing so, each series can be treated, in many important respects, as if it is a separate and distinct business entity, restricting creditors’ legal recourse to the assets of that particular series alone. Each of the series of assets in a series LLC can operate independently of the LLC in general and any other series and avoid their liabilities.View our Nevada Series LLC list of services, speed of service options, and shipping options below.

How to Build Your Business

Start-Up Essentials

How to Save Money on Taxes

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 LLC. 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 LLC. We do not recommend a motor vehicle lease for a single owner corporation or single owner limited liability company or where a where husband and wife file a joint tax return and are the only owners of the corporation or limited liability company.

Office Equipment Lease

A lease which details the leasing of office equipment by a business. Once again, by leasing equipment to the LLC, you create a legitimate business expense for the LLC 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 LLC. We do not recommend an office equipment lease for a single owner corporation or single owner limited liability company or a where husband and wife file a joint tax return and are the only owners of the corporation or limited liability company.

IRS Section 1244 LLC Membership Interests

This is another powerful tax provision which can be used by almost all LLCÆs taxed as a corporation, BUT, may only be accomplished with the original issuance of ownership interests in the LLC. This special provision of the Internal Revenue Code allows you to deduct as an ordinary loss, rather than as a capital loss, a loss on the sale, trade or worthlessness of the ownership interests in your LLC taxed as a corporation. The amount you can deduct as ordinary loss is up to $50,000 per year for a single person or $100,000 per year, if filing a joint return with your spouse. Generally, without 1244 Membership Interests, your loss would be limited to $3,000 for a single person per year or $6,000 per year, if filing a joint return with your spouse. An LLC taxed as a corporation that issues 1244 membership interests and elects to be an S corporation gives its members the best of both possible worlds from a tax stand point. The issuance of 1244 membership interests costs only an additional $50 when ordered with the formation of your LLC and comes with all the necessary documents, including LLC resolutions, 1244 plan and special membership certificates.

TAX RELATED

Sub Chapter “S” Tax Status for Single Member Series LLC

We strongly recommend that if you have a single member Series LLC, you elect to be taxed as a Subchapter S corporation. The reason is that when you have a single member limited liability company, if you do not elect to be specifically taxed as a corporation, the IRS taxes you automatically as a sole proprietor. This option is not in your best interest, as you will have to file Schedule C with your personal IRS form 1040 tax return which will have a much higher chance of being audited and you will not have the opportunity to take as many tax deductions as a Series LLC taxed as a corporation.

If you are a single member Series LLC, and the single member is an individual who is a citizen or permanent resident of the United States of America, or a Sub-S Corporation, our office can prepare the necessary documentation for you Series LLC to elect to be taxed as a Corporation. We will also prepare the necessary documentation for the Series LLC to be taxed as an S Corporation, in order to receive the maximum tax benefits available to you. The fee for our office to prepare all your documentation is $125.

Nevada Initial List of Managers or Managing Members and Nevada Business Registration - Spiegel & Utrera to Complete

As a service to you, Spiegel & Utrera, P.A. can also complete the entire registration process. We would file the Initial List of Managers or Managing Members and submit the application for the Nevada State Business License for immediate processing, online. That would omit the step of having to mail it in to the State of Nevada. The cost at the time of forming your entity is $464.95.

Nevada Initial List of Managers or Managing Members and Exemption from Nevada Business Registration - Spiegel & Utrera to Complete

Some types of entities are exempt and are not required to obtain a State Business License. Specific statutory provisions exempt certain businesses from requirements of the State Business License fee. These businesses must initially submit the Initial List with the Nevada State Business Registration exemption documentation.

The value and benefit of being exempt from the Nevada State Business License is that you don't have to renew it every year and pay the Nevada State Business License fee. Not filing for the exemption however, may cause your entity to show as default and not in good standing on the online Nevada Business Entity search which may prevent you from obtaining other licenses, permits etc. with the State and other agencies.

These Exemptions are:

A home based LLC whose net earnings from that business are not more than 66 2/3 percent of the average annual wage. The average annual wage generally fluctuates each year. The average annual wage for 2009 is $26,600.00. The business can not own, rent, lease or license and real property other that the personal residence for use in furtherance of that business.
A business whose primary purpose is to create or produce motion pictures.

We can initiate the Nevada State Business Registration exemption documentation and the required Initial List documentation and deliver it with your entity documents. The exemption filing is a one time filing fee. The cost for both at the time of incorporating is $114.95.

Effectively Controlling Your Business

Membership Options

An option to buy membership interests gives the holder the exclusive right for a specified period of time to purchase the membership interest 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 membership interest. Since membership interest are 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 membership interest 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 membership interest purchased. The purchaserÆs holding period does not include the period curing which the option is outstanding.

Membership options can be utilized very effectively by an entrepreneur, for example:

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

The members option can be an on-target management incentive or control device. Members 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 Membership Option service for your business for only $367.95 if ordered at the time of forming your LLC.

Voting Trust

A voting trust is a device for combining the voting power of members. It is not unlawful for members to combine their voting membership interests for the election of managers so as to obtain or continue the control or management of an LLC. 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 members wish to vote their respective ownership as a unit. It also may be used for the special purpose of protecting LLC creditors. The general plan of a voting trust is controlled by the voting trust agreement; then the members endorse their membership certificates to the voting trustee. The voting trustee surrenders these certificates to the LLC and the voting trustee receives in return new certificates issued in the name of the voting trustee, and the voting trustee votes the membership interests as principal, rather than as agent as in the case of proxies. For tax purposes, the voting trust certificate takes the place of the membership certificate it represents. Tax transactions with respect to voting trust certificates are treated as transaction affecting the ownership. A voting trust is not a taxable association, 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 LLC. The charge for Spiegel and Utrera, P.A. to form a Voting Trust for your LLC is only $767.95 if ordered at the time of forming your Company.

Asset Protection / How to Protect Your Business

Which LLC is Best for Your Business

Dual Class LLC

The Dual Class LLC is a special type of LLC that follows proposed IRS regulations which allow an LLC to be deemed analogous to a limited partnership for Federal Income Tax purposes. The Dual Class LLC is structured to admit both active, management-providing members (“General Members”) in addition to more passive, capital-contributing members (“Limited Members”). In doing so, the members/owners acting solely as limited partners are not subject to the Self Employment (“SE”) tax. THE SELF-EMPLOYMENT TAX RATE IF CURRENTLY 15.3%. THE RATE CONSISTS OF TWO PARTS: 12.4% FOR SOCIAL SECURITY AND 2.9% FOR MEDICARE. To make your LLC a Dual Class LLC requires a customized Dual Class Operating Agreement which is just $300 if ordered at the time of forming your LLC.

Here’s how it works. The Spiegel & Utrera, P.A. Dual Class LLC is divided as follows:

Class A General Member Units: The smaller manager class receives a priority preferred return of income (for example, a management or sales fee arrangement) that is contingent on the profitability of the LLC. As such, it may not be a fixed compensation amount or it will constitute a guaranteed amount, which is prohibited.

Class B Limited Member Units: This portion of the LLC membership interests is the cash-contributing members’ interest and is structured as a non-manager class qualifying for limited partner status. This class receives a cumulative preferred-priority return of profits based on their unreturned capital contributions, whereas the smaller active manager class would not.

EXAMPLE FOR A ONE MEMBER DUAL CLASS LLC For example, assume in a single member Dual Class LLC with just one member, the member may be assigned as much as 66 2/3% of its ownership to the non-manager class qualifying for limited partnership status. This class then receives a cumulative preferred-priority return of profits based on their unreturned capital contributions thereby avoiding the SE tax on 66 2/3% of this members’ interest in the Dual Class LLC. The remaining 33 1/3% percent is subject to SE Tax as it would be assigned to the smaller manager class which would be assigned to the smaller manager class which would receive a preferred-priority return of income (for example, a consultant, management or sales fee arrangement that is contingent on the profitability of the LLC.) As such, it may not be a fixed compensation amount or it will constitute a guaranteed amount, which is prohibited.

EXAMPLE FOR A MULTI MEMBER LLC For example, assume a Dual Class LLC with more than one Member. The SE Tax savings are at least equal to the One Member Dual Class LLC. However, the SE Tax savings may be as much as 100% for a Member depending upon the degree of active participation by that Member in the Dual Class LLC.

The cost of adding the additional features required of the Spiegel & Utrera Dual Class LLC is just $300 for up to 4 members, additional members are $50 each, if ordered at the time of forming your LLC and, as an added bonus, it includes the required Dual LLC Operating Agreement.

Start-Up Money for Your Business

Security Agreement for LLC

Once you have decided to use the Spiegel & Utrera, P.A. Lenders Agreement and Promissory Note, the next step is to collateralize the personal property assets of the company in favor of you, the lender with a Security Agreement. A Security Agreement is a contract between a lender and borrower. The Security Agreement gives the lender a security interest and the right to repossess personal property that a borrower has offered as collateral if a note is not paid per its agreed terms. This right is superior to all subsequent creditors provided the lien given by the Security Agreement is perfected. The Security Agreement available from Spiegel & Utrera, P.A. is complete and includes provisions relating to type of collateral being secured, address where collateral will be kept, executing further documents, events that shall constitute a default, assignment of secured collateral by holder, a listing of events that would constitute default by the borrower and the rights of the lender should the borrower default. Provided you have ordered the Spiegel & Utrera, P.A. Lenders Agreement and Promissory Note, the fee for the Security Agreement, if ordered at the time of forming your LLC, is an additional $75.

Non-Voting Membership 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 LLC. For example, as a founding Member, you may want to have all of the voting membership interests so as to participate in the management of the LLC and control its operations, while transferring all of the non-voting membership interests to others so that they may share in the appreciation value and earnings of the LLC. Seasoned business-owners will instinctually recognize the value of such an agreement. WeÆll draft a special provision for your Articles of Organization and issue special certificates for non-voting membership interests. This item costs only an additional $74.95 if ordered at the time of formation. Also, itÆs likely youÆll want to protect yourself with a Members Restrictive Agreement.

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 ôpersonal propertyö 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 LLC.

Lender's Agreement & Promissor

Initially an LLC needs a cash infusion. Additionally, the LLC may require a continuing advance of funds for some time. Its important to minimize the amount of money a member is required to pay for the membership in the LLC because the members could be held personally liable by the LLC and/or the creditors of the LLC for not contributing all the funds the members had initially agreed to contribute to the LLC. How does the LLC get the money? After the initial purchase of its membership interests, generally, the LLC has two choices for obtaining additional money: (1) members can contribute additional funds for their membership interest (not the preferred method as previously stated) or (2) loan money to the LLC. Lending money to the LLC is the preferred method to advance money to the LLC because the lender is seen as a creditor of the LLC. The lending of money to the LLC 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 LLC and also provide for future advances of money the lender might make to the LLC. 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 LLC, is only $75.

What You Need if You are Hiring Workers

How to Build Credit for Your Business

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 Limited Liability Company, 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 Limited Liability Company, the fee is $449.95.

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 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.

Your Success Starts with Knowledge

Detours and Contradictions

Want more out of your LLC? Then donÆt miss Lawrence SpiegelÆs, 223 page Detours and Contradictions. Use this book, and all your available resources, to begin the challenging yet fulfilling journey of entrepreneurship. As weÆll see... having a marketable idea is only the first step in a lengthy process. Along the way youÆll encounter numerous detours and contradictions, risks and rewards. The price of Detours and Contradictions is just $13.50 if you order when forming your LLC. PLUS there is no extra charge for shipping, handling and processing as your book will be shipped with your LLC. 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 CharlieÆs Entrepreneurial Journey as a guide and applying Lawrence J. SpiegelÆs thirty eight "Principles of Entrepreneurship" to your business. SpiegelÆs latest book provides 416 pages of insight into the world of an aspiring entrepreneur named Charlie. CharlieÆs 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. SpiegelÆs "Principles of Entrepreneurship" cannot be found anywhere else. In fact, no one has ever exposed the business secrets Spiegel discloses. If you are seeking to spark your business you will find an EXPLOSION in this book. Order this book at the time of forming your corporation and you will get CharlieÆs Entrepreneurial Journey for $19.50 which includes shipping, handling and processing, when ordered with the formation of your company. PLUS Lawrence J. Spiegel will personally autograph your copy of CharlieÆs Entrepreneurial Journey.

Nevada Series LLC

$515.95

PRICE INCLUDES

FORM A NEVADA SERIES LLC

How to Build Your Business

Start-Up Essentials

How to Save Money on Taxes

TAX RELATED

Effectively Controlling Your Business

Asset Protection / How to Protect Your Business

Which LLC is Best for Your Business

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

Shipping information

Shipment of your Entity Records Book and Seal

Worldwide electronic transfer of documents - delivered to you the same day entity documents are ready.

Shipping to Canada or North America

Shipping to Mexico or South America

Shipping to countries in Europe

Shipping to Asia

Shipping to Africa

Shipping to Australia

Speed of services

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Seven Powerful Reasons to Incorporate or Organize an LLC

Overall discussion of the tax advantages of incorporating or organizing a LLC

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