Georgia Investment Club Limited Liability Company
$229.95
Price Includes State Filing Fee!
(INCLUDES GEORGIA STATE FILING FEES, ATTORNEY’S FEE, COMPANY RESOLUTIONS, COMPANY SEAL AND BOOK, INVESTMENT CLUB COMPLIANCE INCLUDING COMPANY RESOLUTIONS AND DOCUMENTATION, ARTICLES OF ORGANIZATION, COMPANY MINUTES, COMPANY BY LAWS, MEMBERSHIP CERTIFICATE, PRELIMINARY NAME SEARCH, FOR UP TO 4 MEMBERS, ADDITIONAL MEMBERS ARE $50 EACH)
For one low fee of $229.95, your Georgia Investment Club LLC is COMPLETE and INCLUDES FREE Georgia State Filing Fees. 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 INVESTMENT CLUB LLC ONLINE NOW!
Don't become Another Business Statistic!
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.
GEORGIA INVESTMENT CLUB LLC Return to Menu
Have you thought about making money but weren't sure how to do it? The beauty of an Investment Club is that everyday people can combine their resources to make money in an effective, low cost way. An Investment Club is a group of people who pool their money to make investments. Each member actively participates in investment decisions. After the members study different investments, the group decides to buy or sell based on a majority vote of the members. Club meetings focus on investment education and each member actively participates in investment decisions.
What's the best business entity for an Investment Club? Probably the Limited Liability Company. The Limited Liability Company ("LLC") is a hybrid entity that is very flexible and, depending on how many owners (known as "Members"), should be deemed as a partnership (by default) for tax purposes if it has multiple Members, or as a corporation by election if it has only one member, while providing limited liability protection for all of its Members.
For federal tax purposes, an LLC, like a partnership or sole proprietorship, is a pass-through entity; thus, its income and losses are taxed only at the member level. However, all members of an LLC, like the shareholders of an S corporation, have limited liability for the debts and claims against the LLC. No member will be burdened with the personal liability.
An Investment Club LLC can have as few as one Member to start with or as many as 100, but no more than 100 Members. The Members of the LLC become owners of the Company by putting capital (making a "Capital Contribution") into the Company in exchange for Ownership Units. Ownership Units will entitle a Member to an allocation of profits and losses of the Company related to investments, but the Club itself has no profit and the Members are assessed operating expenses. Initially Ownership Units are $25 per Ownership Unit with a limit of 1 Ownership Unit per Member. For example, one founding Member may be issued an Ownership Unit and thus be the sole owner with a 100% Membership interest. Later, 3 additional Members may join the Investment Club LLC so that each has 1 Ownership Unit and each has a 25% Membership interest in the Investment Club LLC. If the Investment Club LLC expands to 100 Members, each would have a 1% Membership interest. Members may wish to deposit into their investment accounts initially upon formation or at a later date. Such contribution sums may be $0 up to an unlimited amount.
The Investment Club LLC is structured to admit Members, either individuals or business entities, who will act as day-to-day managers ("Managers") in addition to capital-contributing members ("Members"), but active participation in investment proposals and decisions is required so that the Units are not deemed securities for U.S. Government purposes. Committees of members can research and propose specific investments such as stock, bonds, art, real estate, gold coins, or any other investment vehicle approved by the Members. You are in control of your investment destiny!
Initially an Investment Club LLC may need a cash infusion for operational expenses. Additionally, the Investment Club LLC may require a continuing advance of funds for some time. How can the Investment Club LLC get the money? After the initial purchase of its Units, Members of the Investment Club LLC may loan money to the Investment Club LLC. Lending money to the Investment Club LLC is the preferred method to advance money, because the lender is seen as a creditor of the Investment Club LLC. This is accomplished with a Lender's Agreement and a Promissory Note.
In order to process your Investment Club LLC, you will need an Operating Agreement prepared by our Firm or, if you already have a an Operating Agreement, you will need to furnish our Firm an opinion letter from an attorney at law representing the proposed Investment Club LLC stating the attorney has reviewed the Operating Agreement and such Agreement is fully compliant with all applicable law. If you allow Spiegel & Utrera, P.A., to prepare your Investment Club LLC Operating Agreement, the Agreement is only $499.95 if prepared in conjunction with the formation of your Investment Club LLC.
The cost of the Spiegel & Utrera Investment Club LLC is just $199.95 for up to 4 members, additional members are $50 each, if ordered at the time of forming your LLC. Let us form your Investment Club Limited Liability Company! Includes state filing fees, attorney's fee, corporate minutes and resolutions, corporate seal and book, corporate by laws, stock certificate, and preliminary name search. The works!
How To Build Your Investment Club 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.
Investment Club LLC Operating Agreement - Avoid Member Disputes with a Comprehensive Agreement ▲
The way the Investment Club LLC will be run is described in an Operating Agreement specially-tailored for the Investment Club. In order to process your Investment Club LLC, you will need an Operating Agreement prepared by our Firm or, if you already have a an Operating Agreement, you will need to furnish our Firm an opinion letter from an attorney at law representing the proposed Investment Club LLC stating the attorney has reviewed the Operating Agreement and such Agreement is fully compliant with all applicable law.
The Operating Agreement defines the duties and responsibilities of the Members to each other and to the Investment Club LLC. The Operating Agreement should:
An Investment Club LLC can have as few as one Member to start with or as many as 100, but no more than 100 Members. The Members of the LLC become owners of the Company by putting capital (making a "Capital Contribution") into the Company in exchange for Ownership Units. Ownership Units will entitle a Member to an allocation of profits and losses of the Company related to investments, but the Club itself has no profit and the Members are assessed operating expenses. Initially Ownership Units are $25 per Ownership Unit with a limit of 1 Ownership Unit per Member. For example, one founding Member may be issued an Ownership Unit and thus be the sole owner with a 100% Membership interest. Later, 3 additional Members may join the Investment Club LLC so that each has 1 Ownership Unit and each has a 25% Membership interest in the Investment Club LLC. If the Investment Club LLC expands to 100 Members, each would have a 10% Membership interest.
The Investment Club LLC Operating Agreement is very thorough and anticipates common Investment Club problems so that the proper course of action is defined ahead of time rather than leaving Members "flying by the seat of their pants", so to speak. This Agreement is customized specifically for your Investment Club LLC. Normally, the fee to prepare such a comprehensive agreement of this nature would be $2,500 or more. In order to process your Investment Club LLC, you will need an Operating Agreement prepared by our Firm or, if you already have an Operating Agreement, you will need to furnish our Firm an opinion letter from an attorney at law representing the proposed Investment Club LLC stating attorney at law has reviewed the Operating Agreement and such Agreement is fully compliant with applicable law. Your cost is only $499.95 if prepared in conjunction with the formation of your Investment Club LLC.
Application for Membership in Investment Club ▲
The membership process in the Investment Club LLC begins by the prospective member completing an Application for Membership in the Investment Club LLC. The Application for Membership in the Investment Club is a comprehensive document which allows the club to gather information about the potential member. It specifically deals with investment criteria of the Member and account information. It includes the complete requirements of the USA Patriot Act of 2001 which requires all financial institutions to obtain, verify and record information that identifies each person or entity that opens a Membership Account. The Application provides for the physical address, accumulation of dividends, investment intentions over the next 12 months, reinvestment of dividends, payment of dividends, provides for a systematic investment scheme with appropriate bank information and optional ACF payments and the electronic delivery of account statements and other information provided by the Investment Club along with appropriate signatures and certifications by the Member as to the truth and accuracy of any information provided. The Application is designed in such a way that you may use it over and over again with new members. Your cost for the Application for Membership in Investment Club is $150 if prepared in conjunction with the formation of your Investment Club LLC.
Investment Club Membership Subscription Agreement ▲
The Investment Club Membership Subscription Agreement provides a frame work for the entrance of the member into the Investment Club LLC. The new member gives certain warranties and assurances designed to protect the investment club by complying with Federal and State laws governing memberships in investment clubs. It prevents a member from disclosing the investment club’s investments to any individual or entity that may be competing against the investment club and requires the member to maintain the confidentiality of all investment club records, prevents the member from impairing the good will of the investment club and provides for the acquiescence of the member as to the indemnification of the investment committee, officers and directors of the Investment Club. The Investment Club Membership Subscription Agreement will also indicate what investments in the Investment Club are prohibited. The Investment Club Membership Subscription Agreement is an important legal document that is the actual gateway for membership into the Investment Club LLC. No member can join the Investment Club LLC without having first executed an Investment Club Membership Subscription Agreement. More likely than not, you will be able to use the same Membership Subscription Agreement over and over again as additional members join the Investment Club LLC. Your cost is only $150 if prepared in conjunction with the formation of the Investment Club LLC.
Investment Club LLC Management Agreement - Providing Maximum Protection for Your LLC ▲
Every LLC should enter into a written Management Agreement between the LLC and its Manager(s). The Management Agreement should be drafted in such a way so that it conforms with the provisions of the LLC Operating Agreement and, in addition thereto, it will:
The cost of the Management Agreement is just $150, if ordered at the time of forming your LLC.
Memorandum of Operating Agreement ▲Spiegel & Utrera, P.A. General Counsel Club & Registered Agent Service with Attorney Client Privilege ▲
Experienced Legal Advice to Help You Save Money with Added Confidentiality Protection.
Let Spiegel & Utrera, P.A. help you grow your business.
Our firm has what we call the "General Counsel Club". Select this valuable service at the time of ordering your corporation and receive an additional one month Bonus – so that your first year of service will cover 13 months PLUS take a $50 discount, so you pay only $89.95 for the first 13 months of service. You get:
Start-Up Essentials Return to Menu
Many new business owners don’t realize what is required to legally conduct business in Georgia. The last thing you want is to lose your business because you didn’t know that you needed register a fictitious name. Below are some of the most common items that new businesses need in order to be compliant with the state of Georgia and other services that you may find advantageous for your business.
Choosing a Name for Your Limited Liability Company ▲
Choosing a name for your Limited Liability Company should be a well thought our process. Generally, a Limited Liability Company name may be adopted if there is not the same as or too similar to an existing name on the state Limited Liability Company records.
When determining name availability, Spiegel & Utrera, P.A. checks names only against names of limited liability companies registered in the state you are attempting to form your Limited Liability Company (e.g., a proposed limited liability company name is checked for availability only against other like limited liability company names) and only with the state agency responsible for limited liability company 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 company 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 company 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 company name can be a very expensive business lesson that can be avoided.
Avoid the problem of having you and your Limited Liability Company accused of Trademark Infringement and the possible litigation stemming from State and/or Trademark Infringement by allowing Spiegel & Utrera, P.A. to do the appropriate state and federal trademark searches as follows:
Federal Trademark or Servicemark Search and Attorney Opinion
A search of the United States Government's records including Marks that have been registered and are currently pending registration and an opinion as to the results of the search. Up to 3 words - $275. More than 3 words would be $50 per additional word.
State Trademark or Servicemark Search and Attorney Opinion
The state search includes a thorough examination of Trademarks registered in a particular state and an opinion as to the results of the search. The price for a Trademark search is $99.95 per State for up to three words. More than 3 words would be $50 per additional word per state.
Common Law Trademark Search and Attorney Opinion
Search includes Marks that are in use but may not be registered with the United States Government or a State and an opinion as to the results of the search. The results of a Common Law Search can be very important because whoever uses a Mark first generally has a superior right to the name - $250.
Combo Search and Attorney Opinion
Combo search includes the U.S. Government, one State and Common Law search and an opinion as to the results of the search. This assures the most comprehensive investigation. The Mark must only consist of up to three words - $524.95. You receive a savings of $100 by ordering these searches now. More than 3 words would be $50 per additional word per state. Additional states are $50 per state.
Federal Tax ID Number
– Required for a Business Bank Account ▲
The equivalent of a social security number for an LLC. You will need it to operate your business and open a bank account for the LLC. We can obtain this number for you and the advantage of allowing us to get it for your LLC, is that we will deliver it with your LLC for only $35, so you may open your bank account immediately.
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 $35 when included as part of your incorporation package.
Georgia Trade / Fictitious Name - Required if Conducting Business in a Name other than the Full and Complete Corporate Name▲
If your company will hold itself out to the public, operate a website, engage in marketing or operate its business under any name other than its full and complete legal name, it is required by law, to register what is known as a Trade or Fictitious Name. This name is commonly called a dba or doing business as. Our service is complete and includes a name search of your fictitious name, preparation of all company resolutions, a publication kit and affidavit along with the filing of all documents and payment of all filing fees to the Clerk of Superior Court for the County in which the Corporation has its principal office address. If ordered at the time of forming your company, we offer this service for an additional $259.95 for two week service, $334.95 for 4 day service and $409.95 for 2 day service. Please bear in mind that the service completion time begins with the formation of your new company and relates to the preparation of the documentation by Spiegel & Utrera, P.A..
Certificate of Good Standing ▲
A Certificate of Good Standing is a document issued by the state that shows that your Company 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 Company 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 company, 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.
Bank Letter – Facilitate the opening of your Corporation's Initial Bank Account ▲
This is an attorney opinion letter prepared by Spiegel & Utrera, P.A. to assist and facilitate the opening of your LLC’s initial bank account. Due to heighten security, identify theft and fraud, many Banks require substantiation from the LLC’s attorney as to the identities of the LLC’s Members, Managers and Officers. Spiegel & Utrera, P.A. will prepare and execute an Attorney Opinion Letter identifying your LLC’s Members, Managers and Officers. This Bank Letter will then be presented by you at any Bank you chose to open your LLC’s initial Bank Account. You should be aware that this Attorney Opinion Letter is time sensitive and should be presented at a Bank within a reasonable period of time after you receive your Company Book and Records from Spiegel and Utrera, P.A., otherwise a Bank may not accept the letter. The charge for the Bank Letter, if ordered at the time of forming your LLC, is $149.95. It is very important to understand that if you do not order the Attorney Opinion Letter at the time of forming your LLC but order it after the delivery of your Company Records and Book, the charge for the Attorney Opinion Letter will be $499.95. Please understand this increased charge is necessitated because of the additional work which must be undertaken by Spiegel & Utrera, P.A. including public records examination, the return by you of the Company Records and Book to Spiegel & Utrera, P.A. for review and examination and the preparation of statements and/or affidavits which must be prepared by Spiegel & Utrera, P.A. for execution by you so as to enable Spiegel & Utrea, P.A. to prepare the Attorney Opinion Letter.
Mail Forwarding Service – Get Your Business Up and Running, Even without a Physical Location ▲
If you have not set up your company office or you want your attorney to receive your company mail, you may use any Spiegel & Utrera, P.A. office address as your mailing address. Our mail forwarding service is only $15 per month. There is a six month minimum order. 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 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. The charge for this service is $125.
For Your Website Return to Menu
The preparation of Terms and Conditions for your website costs only an additional $349.95 when ordered with the formation of your Corporation and initially comes to you for review so you may have an opportunity to make any revisions thereto before being finalized by Spiegel & Utrera, P.A. and delivered to you electronically so you may easily post it on your website.
Your Website's Privacy Policy – Legally binding and helpful to maintain a high level of community trust ▲
Establishing a website can create a myriad of issues regarding potential liabilities for the owner of the website. During the use of your website, the user must understand the Privacy Policy of your website. When prepared properly, the Privacy Policy is legally binding and helpful to maintain a high level of community trust because of transactions and/or interactions taking place. The goal of providing the Privacy Policy is to disclose all of the ways your website will respect the dignity of the user’s privacy. The Privacy Policy prepared by Spiegel & Utrera, P.A. for your website will include: Statement of Rights and Responsibilities; Sharing your Content and Information; Collection and Use of Information; Public Information; Registration and Account Security; Profile Content; Safety; Amendments; Limitation of Liability; Disclaimer; Waiver and Severability; Dispute Resolutions; Notices and Service of Process; Complaints; Controlling Law and Jurisdiction; Amendments and Notice of Changes and Entire Agreement Provisions.
The preparation of Privacy Policy for your website costs only an additional $349.95 when ordered with the formation of your LLC and initially comes to you for review so you may have an opportunity to make any revisions before being finalized by Spiegel & Utrera, P.A. and delivered to you electronically so you may easily post it on your website.
E.U. Safe Harbor Website Privacy Policy ▲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:
Sub-Chapter "S" Tax Status - The Biggest Tax Loophole Available to New Entrepreneurs ▲IRS Section 1244 LLC Membership Interests
- Tax Savings for Nearly Every LLC Taxed as a Corporation ▲
This is another powerful tax provision which can be used by almost all LLC's 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 corporate resolutions, 1244 plan and special membership certificates.
Tax Saving Lease Agreements Return to Menu
Home Office Lease - Turn your home office into a Tax Deduction ▲
Agreement detailing the leasing of office space by a homeowner or tenant with a LLC for use as the LLC'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 LLC, 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. We do not recommend a home office lease for a single owner corporation or single owner limited liability company or a where husband and wife file a joint tax return and are the only owners of the corporation or limited liability company.
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 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.
Spiegel & Utrera, P.A. General Counsel Club & Registered Agent Service with Attorney Client Privilege ▲
Experienced Legal Advice to Help You Save Money with Added Confidentiality Protection.Let Spiegel & Utrera, P.A. help you grow your business.
Our firm has what we call the “General Counsel Club”. Select this valuable service at the time of ordering your corporation and receive an additional one month Bonus – so that your first year of service will cover 13 months PLUS take a $50 discount, so you pay only $89.95 for the first 13 months of service. You get:
Asset Protection / How to Protect Your Business Return to Menu
As a new entrepreneur, you are going to invest a lot of time and money into your business. It is imperative that you protect yourself and your business from anything that could go wrong. One of the keys to being a successful entrepreneur is proactively planning for the worst situation, not reacting to the situation after it has happened. Below are items imperative for the protection of you and your business.
Indemnification Agreement and Covenant Not to Sue – Don’t Take Chances: Protect Yourself from Personal Liability ▲
We strongly recommend that you include special provisions in your Articles of Organization and additional agreements which trigger this important protection requiring the LLC to indemnify and hold harmless its Managers and Members from any actions they take on behalf of the LLC. If a Manager or Member is ever sued for actions taken on behalf of the LLC, these provisions require that the LLC be held responsible, as agreed upon by the Managers and Members and the LLC. These important provisions and agreements cost only an additional $75 if ordered at the time of formation of your LLC.
Members Restrictive Agreement for an Investment Club Limited Liability Company – Avoid Unwanted Transfer of Membership ▲
If you have a Investment Club LLC it is strongly recommended you enter into a Member Restrictive Agreement. This agreement is entered into by the Members of the Investment Club and the LLC to enumerate and describe the rights and obligations of the Members to each other and to the Investment Club LLC. More particularly, it affords a right of first refusal where in the event a Member wants to transfer their Membership interest it requires approval and/or a buyout by the other Members. Your cost is only $150 if prepared in conjunction with the formation of your Investment Club LLC.
Member Divorce Protection Provisions in the Members Restrictive Agreement for a Limited Liability Company - Avoid the Unintended Spouse Member ▲
Unfortunately, many eager entrepreneurs anticipate a successful business venture but never contemplate the "down side." What happens if a member gets divorced? Will the membership interest remain with the member or get awarded to the spouse as part of the divorce settlement? What happens if member tries to convey or assign their membership interest to a spouse or former spouse to meet their obligations? A carefully drafted provision in the members restrictive agreement should afford a right of first refusal when a Member wants to transfer their membership interest by requiring a buyout of the membership interest by the other Members. Such a provision will protect the current members 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 Members, and son Al is married to Patti Smith. What happens if Al and Patti Smith file for a divorce? Provisions in the Members Restrictive Agreement require that in the event of the filing of a divorce involving a Member of the company, a notice is sent to the other Members offering them a right of first refusal, which allow them to purchase Al Smith’s membership interest to avoid having Patti Smith as a member, especially after a nasty divorce. Furthermore, even if none of the Members want to buy the membership interest at issue, any transfer of membership interest would require unanimous consent of the other Members. Let us draft these special provisions to protect your company from divorce for an extra $75 when ordered with the Members Restrictive Agreement at the time of formation or $150 thereafter.
Avoid Probate – Maintain Control, Provide for Anonymity, Privacy and the Disposition of the Ownership of your Limited Liability Company Upon Your Death ▲
Let Spiegel & Utrera, P.A. create an Inter Vivos Trust while your Limited Liability Company is in the process of being organized. The Inter Vivos Trust will own the Limited Liability Company, you will own the Inter Vivos Trust. The benefits are many: (1) the ownership of your Limited Liability Company is held anonymously by a Trust; (2) the Trust is private and not filed in the public records; (3) your Inter Vivos Trust may be modified, amended to revoked at any time during your lifetime so you may change the beneficiary of the Trust as many times as you like and, thereby, the ownership of your Limited Liability Company upon your death; (4) PROBATE IS AVOIDED and the ownership of the Limited Liability Company will be transferred immediately according to your direction upon your death. The Inter Vivos Trust is relatively inexpensive to form, $350 if ordered at the time of establishing your Limited Liability Company. The price includes one Trustee, one Successor Trustee and two Beneficiaries. Additional Trustees, Successor Trustees or Beneficiaries are $50 each, if ordered at the time of establishing your Limited Liability Company. The price includes one Trustee, one Successor Trustee and two Beneficiaries. Additional Trustees, Successor Trustees or Beneficiaries are $50 each, if ordered at the time of establishing your Limited Liability Company.
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 an Investment Club LLC may need a cash infusion for operational expenses. Additionally, the Investment Club LLC may require a continuing advance of funds for some time. How can the Investment Club LLC get the money? After the initial purchase of its membership interests, Members of the Investment Club LLC may loan money to the Investment Club LLC. Lending money to the Investment Club LLC is the preferred method to advance money, because the lender is seen as a creditor of the Investment Club LLC. This 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 Investment Club LLC. In the event of failure of the investment club, 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 Investment Club LLC, is only $75.
Non-Voting Membership Interests - Control Your LLC While Raising Money ▲
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. Also, it’s likely you’ll want to protect yourself with a Members Restrictive Agreement. Seasoned business-owners will instinctually recognize the value of such an agreement. We’ll 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.
Security Agreement for LLC - Protect Yourself if you Personally Funded the Loan for the Business ▲
Once you have decided to use the Spiegel & Utrera, P.A. Lenders Agreement and Promissory Note, the next step is to collateralize the personal property assets of the company in favor of you, the lender with a Security Agreement. A Security Agreement is a contract between a lender and borrower. The Security Agreement gives the lender a security interest and the right to repossess personal property that a borrower has offered as collateral if a note is not paid per its agreed terms. This right is superior to all subsequent creditors provided the lien given by the Security Agreement is perfected. The Security Agreement available from Spiegel & Utrera, P.A. is complete and includes provisions relating to type of collateral being secured, address where collateral will be kept, executing further documents, events that shall constitute a default, assignment of secured collateral by holder, a listing of events that would constitute default by the borrower and the rights of the lender should the borrower default. Provided you have ordered the Spiegel & Utrera, P.A. Lenders Agreement and Promissory Note, the fee for the Security Agreement, if ordered at the time of forming your LLC, 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 LLC.
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 LLC'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 LLC. The cost at the time of forming your LLC 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 LLC’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 LLC 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 LLC for only $150 if ordered at the time of formation of your LLC.
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 Limited Liability Company, 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 corporation, Spiegel & Utrera, P.A. will obtain your D & B number, also known as your D-U-N-S® number, for $50. If ordered later, the charge to obtain the D & B number, also known as your D-U-N-S® number, is $75.
Business Checking, Investment Account and Delayed Debit Gold MasterCard for Owners Experiencing Difficulty in Obtaining a Bank Account – Let us help You Establish a Business Banking Account ▲
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 $10,000 which is required to open the Business Checking, Investment Account and Delayed Debit Gold MasterCard. If you order your business checking, investment account and/or delayed debit Gold MasterCard from Spiegel & Utrera, P.A. at the time of forming your Corporation, the fee is $249.95 to prepare all the necessary documentation and follow up until such time as your business checking, investment account and/or delayed debit Gold MasterCard has been established. If ordered after forming your Corporation, the fee is $449.95.
Your Success Starts With Knowledge Return to Menu
As a new entrepreneur it is important that you surround yourself with the tools you need to be successful. However, it is also important that you don’t drain your bank account looking for these tools. Three items with vast amounts of business knowledge and guidance can be found below. You will return to these items again and again, not only during the start-up process but over the entire life of your business.
Spiegel & Utrera, P.A. General Counsel Club & Registered Agent Service with Attorney Client Privilege ▲
Experienced Legal Advice to Help You Save Money with Added Confidentiality Protection.Let Spiegel & Utrera, P.A. help you grow your business.
Our firm has what we call the "General Counsel Club". Select this valuable service at the time of ordering your corporation and receive an additional one month Bonus – so that your first year of service will cover 13 months PLUS take a $50 discount, so you pay only $89.95 for the first 13 months of service. You get:
Detours and Contradictions ▲ 
Want more out of your corporation? Then don’t miss Lawrence Spiegel’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 corporation. PLUS there is no extra charge for shipping, handling and processing as your book will be shipped with your corporation. Also, as an added bonus, your copy of Detours and Contradictions will be personally autographed by Lawrence J. Spiegel.
Charlie's Entrepreneurial Journey ▲
Building your business, or selecting the type of business to start, is easy when using Charlie’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 corporation and you will get Charlie’s Entrepreneurial Journey for $19.50 which includes shipping, handling and processing, when ordered with the formation of your company. PLUS Lawrence J. Spiegel will personally autograph your copy of Charlie’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: 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.
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
Corporate Packages generally weigh approximately 4 pounds and may be shipped to you via Ground (2-3 business day) Service for a charge of $17.95 or via Overnight Delivery for a charge of $30.95. Please note, shipping and handling charges outside Georgia will vary.
SPEED OF SERVICE OPTIONS
REDDI LLC▲
If you need an LLC immediately, we have corporations, which are ready for immediate delivery. For more information and a complete list of all our Reddi or Shelf LLC's CLICK HERE or call our office at (800) 603-3900 for details.
2 BUSINESS DAY LLC ▲
If you need your LLC formed urgently, for an additional $250 . We will expedite the registration of the LLC and preparation of the LLC Records and the LLC Package will be ready in 2 business days, after receipt of payment.
4 BUSINESS DAY LLC ▲
If you need your LLC fast, we offer a 4 Business Day LLC formation service for an additional $175 . We will expedite the registration of the LLC and preparation of the LLC Records and the LLC Package will be ready in 4 business days, after receipt of payment.
REGULAR SERVICE ▲
The regular processing time for a Company is approximately two weeks. The LLC Package includes all the documents and the LLC 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 Limited Liability Company to the State for processing, however, if the State is backlogged, you may experience a delay in receiving your documents. We strive to have all rush orders ready as soon as humanly possible, however if time is of the essence you may opt for one of our Reddi LLCs which are ready for immediate delivery.
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There are many benefits to starting a business and incorporating. Some of the benefits of starting a business include protection of your personal assets, ease of raising capital, gain anonymity, available tax benefits and more!
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