CORPORATION &
S CORPORATION SERVICES
- Corporation
- S Corporation
- Medical Corporation
- Professional Corporation
- Expedited Service
- Indemnification Agreement
- EIN (aka FEIN, Tax ID, Federal Tax ID, Employer Identification Number)
- County Recording
- Business Registration
If you will have employees (even if you employ yourself)
- Business Registration
- Report to Determine Liability for Unemployment
- New Hire Reporting Forms
DBA (aka Doing Business As, Assumed Name, Fictitious Name)
- Platinum Service
- Gold Service
- Silver Service
- Registered Agent Service
- Custom Agreements
- Shareholder’s Agreement
- Employment Agreement
- Indemnification Agreement
- Independent Contractor Agreement
- Stock Purchase Agreement
- Stock Option Agreement
- Lenders Agreement & Promissory Note
- Change Name
- Change Purpose
- Change Registered Agent
- Change Provisions
- Change Shareholder
- Change Directors
- Change Officers
- Dissolution
Basic Packages
-
Corporation (aka C Corp) $199: This package includes everything you will need to file your Corporation with the Secretary of State. See what's included here. There are many other steps that must be taken to get your business started on the right foot. There are steps you will need to take to ensure liability protection, to register if you will have employees, to be prepared for taxes, for funding your new business and for the management of your corporation. Please read through the services below to see which will be needed for your business.
-
S Corporation (aka S Corp or Sub Chapter S Corporation) $275: This package includes everything you will need to file your S Corporation with the Secretary of State. It also includes the preparation and submission to the IRS of the S election. See what's included here. A copy of the documents will be faxed or emailed to you for your review and signature before submission. A special legend will also be included on the face of your stock certificates prohibiting the transfer of stock to anyone who may jeopardize your S election. There are many other steps that must be taken to get your business started on the right foot. There are steps you will need to take to ensure liability protection, to register if you will have employees, to be prepared for taxes, for funding your new business and for the management of your corporation. Please read through the services below to see which will be needed for your business.
-
Medical Corporation $275: A medical corporation is set up the same way as a regular C Corp or an S Corp with the added requirement that every Shareholder, Director and Officer is required to have a medical license. There is not exception to this rule. However, you may hire ancillary personnel who are not licensed. Therefore if you want a family member to be on the board of directors or to be a shareholder they must have a medical license. Once incorporated, the Medical Corporation will need to file for a special medical license. AMC Legal does not obtain the medical license for the corporation but a link to the webiste and form will be provided for your convenience. A regular business license from the city will also need to be obtained, as with any corporation.
-
Professional Corporation $275: Any business requiring a professional license will need to be filed as a Professional Corporation. It is set up the same way as a regular C Corp or S Corp with teh added requirement that every Shareholder, Director and Officer is required to have a professional license. There is not exception to this rule. However, you may hire ancillary personnel who are not licensed. Therefore if you want a family member to be on the board of directors or to be a shareholder they must have a professional license. Once incorporated, the Professional Corporation may need to file for a special professional license. You will need to contact the board of your profession to see what is required. AMC Legal does not obtain the professional license for the corporation but a link to the webiste will be provided for your convenience. A regular business license from the city will also need to be obtained, as with any corporation. For a list of some other businesses needing special licenses please see professional regulations
-
Expedited Service additional $200: Regular turn around time to receive your Articles of Incorporation is usually 3-4 weeks, however, it depends on how backlogged the Secretary of State is. You can expedite your order and be incorporated within 24 business hours. Your Articles and EIN (if ordered) can be emailed or faxed to you as soon as they are received so that you can open a bank account right away. Expedited turn around time for the EIN and corporate book depends on how soon you return the required paperwork with signatures to AMC Legal. Most books are completed and shipped in 1-2 business days.
Liability Protection
-
Indemnification Agreement: This is a strongly recommended agreement that every single business needs and here’s why. When you incorporate, you are protected from personal liability (provided you follow all corporate formalities) as the owner of the company. Shareholders are protected from liability by statute but directors and officers are not. With the indemnification agreement if a director or officer is found liable for a decision made in the regular course of business, the corporation will pay for any court costs and judgments the officer or director incurs in defending a lawsuit or action. This Agreement is only $75.
You will also need
-
EIN (aka FEIN, Tax ID, Federal Tax ID, Employer Identification Number) Your Corporation is a separate entity from yourself. Therefore it will need its own Tax Identification Number. Though it is also called an Employer Identification Number you will need one even if you don’t have any employees. This is like the social security number for the Corporation itself. You will need it to open a bank account, file tax returns, apply for Sub Chapter S Election and many other things. AMC Legal can obtain this for you for $35. (This will first be sent to you for your review and signature before it is filed). It can be faxed or emailed to you as soon as it is obtained for an additional $10.
- County Recording (aka Compliance with Post Incorporation Requirements of BCA) After you are incorporated in the State of Illinois you are required to take your Articles of Incorporation to the County Recorders’ office in the County where your Registered Agent is located. It is NOT the county where you are living or doing business. If AMC Legal is your RA you will need to record them in DuPage County. If you have another RA address listed then it is in that county. AMC Legal can record your articles for you in either DuPage County for $70 or Cook County for $95 (price includes filing fee). We can record them in any other county by quote.
Tax Related
-
Business Registration: You will need to file a business registration in two instances: if you have employees or if you need a sales tax (or reseller’s) number. AMC Legal can prepare and file this for you for $75. (This will first be sent to you for your review and signature before it is filed).
If you will have employees (even if you employ yourself)
-
If you are the owner of a Sub S Corporation and you are performing services on behalf of the company the IRS will expect the corporation to pay you a reasonable salary. Even if you are the owner, you will need to pay yourself as an employee and file all necessary paperwork.
-
Business Registration: You will need to file a business registration in two instances: if you have employees or if you need a sales tax (or reseller’s) number. AMC Legal can prepare and file this for you for $75. (This will first be sent to you for your review and signature before it is filed).
- Report to Determine Liability for Unemployment: This will determine whether you have to pay into the unemployment system. If you do, you may be eligible for unemployment if your business is not doing well. AMC Legal can prepare and file this for you for $75. (This will first be sent to you for your review and signature before it is filed).
- New Hire Reporting Forms: This reports basic information for the state to track who is working in Illinois. AMC Legal can prepare and file this for you for $35. (This will first be sent to you for your review and signature before it is filed).
DBA (aka Doing Business As, Assumed Name, Fictitious Name)
-
Many people can be confused by this since if you were a sole proprietor you probably registered a DBA with the county. After you incorporate, the DBA is something different. After you incorporate, a DBA is required if you want to use any name different than your legal name, even if you leave the Inc. off your name, you will need to register a DBA.
-
For example, if your corporation is called ABC Inc. and you want to use the name ABC you will need to register a DBA. Also, in the same example, if you want to use the name AB you will also need a DBA.
-
AMC Legal can file your DBA with the Illinois Secretary of State for $130 plus filing fees. The filing fee changes every year. The 2008 filing fee is $30. The DBA will also need to be renewed in every year that is divisible by 5, i.e. in 2010, 2015 etc. AMC Legal can renew the DBA for you for $275.
Corporate Counsel Club
-
Platinum Service $450 for 12 months terms and conditions
- Unlimited legal questions regarding your business including 3 hours of legal research if required.
- Annual Report Service: Avoid hundreds of dollars in late fees and penalties if your annual report is late as well as the loss of your liability protection. With the Corporate Counsel Club, AMC Legal will provide an email reminder 60 days before your annual report is due. We will then call you when we receive your annual report, ask you all necessary questions and file your annual report electronically to ensure your company remains in good standing. Your annual report filing fee of $100 is included in the service price.
- Annual Minutes Service: AMC will also prepare the minutes for your annual shareholders and annual directors meetings as part of the service.
- Registered Agent Service: worth $150 for 12 months.
- One contract review including lease: AMC Legal will review one contract 20 pages or less and provide a written review.
- One document prepared including but not limited to: affidavit, cease and desist letter or other documents 4 pages or less (this does not include contracts)
- Two Corporate Resolutions prepared
-
Gold Service $300 for 12 months terms and conditions
- Unlimited legal questions regarding your business including 2 hours of legal research if required.
- Annual Report Service: Avoid hundreds of dollars in late fees and penalties if your annual report is late. With the Corporate Counsel Service, AMC Legal will provide email notification 60 days before your annual report is due and call you when we receive your annual report, ask you all necessary questions and file your annual report electronically to ensure your company remains in good standing. Your annual report filing fee of $100 for corporations is included in the service price.
- Annual Minutes Service: AMC will also prepare the minutes for your annual shareholders and annual directors meetings as part of the service.
-
Silver Service $90 for 12 months terms and conditions
- Unlimited legal questions regarding your business with 1 hour of legal research if required.
- Registered Agent Service $150 for 12 months or included in Platinum Package terms and conditions
Agreements
-
Custom Agreements: Legal documents are a necessary part of doing business, any business. Unfortunately, many business owners sign documents without fully understanding the terms that the other party has written into a contract. Even worse, the business owner may not fully become aware of the ramifications of that contract until it is too late. I provide legal document review with a full written opinion. I can also create a custom contract drafted just for your needs. I do not provide form contracts. The contracts I provide are made to fit your needs and your particular business. I can review or create customized agreements such as: leases, non-disclosure agreements and non-compete agreements to name a few. I can also customize any agreement listed below.
- Shareholder’s Agreement: You should not start a business with a partner unless you have a Shareholder’s Agreement! I cannot stress this enough. It happens time and time again. You start a business with your best friend, who you’ve known your whole life. You think you would never argue or disagree or pull one over on each other. But it does happen, even to the best of friends. Starting a business can put stress on even the best of relationships. Start out right with a Shareholder’s Agreement. Even if you do get along and never argue, there are provisions in the Agreement that every Shareholder can benefit from. The Agreement will set forth how to deal with many situations that may arise in running a business. Here is a list of some of the many issues resolved in the Agreement.
- What if a Shareholder wants to sell his stock?
- What happens to the stock when a Shareholder dies?
- What happens in one Shareholder stops participating in the business?
- When will dividends be distributed?
- What happens to intellectual property created by a Shareholder for the business?
- What if a Shareholder leaves to compete with the company?
- What if my partner wants to add more Shareholders but I don’t?
- What if I want to close the business?
- This agreement starts at $150 custom or complex provisions may add to the price.
- Indemnification Agreement: This is a strongly recommended agreement that every single business needs and here’s why. When you incorporate, you are protected from personal liability (provided you follow all corporate formalities) as the owner of the company. Shareholders are protected from liability by statute but directors and officers are not. With the indemnification agreement if a director or officer is found liable for a decision made in the regular course of business, the corporation will pay for any court costs and judgments the officer or director incurs in defending a lawsuit or action. This Agreement is only $75.
- Employment Agreement: An Employment Agreement is an essential way to give you security as an employer and to manage the expectations of the employee. As with anything, get it in writing! AMC Legal can prepare a custom employment agreement suitable for your situation. An employment agreement can address many situations such as: scope of work, commission, salary or hourly terms, vacation, over time, sick time, non competition, employment at will or for cause termination and confidentiality. Every employer, no matter how big or how small, needs some type of agreement. This agreement starts at $120 complex provisions may add to the price.
- Independent Contractor Agreement: Extreme care must be exercised when using Independent Contractors (ICs). The IRS and the state of Illinois are cracking down on the use of ICs. Illinois enacted new laws as of January 1st of this year to enforce this even more. Their motivation? Taxes of course. If your ICs truly are independent then it is the IC’s responsibility for paying employment taxes, not yours. However, they must truly be independent to be considered ICs. There are several factors the federal and state government uses to determine independence. Three of which are: is the IC incorporated on its own, is there an IC Agreement and do you exercise control (other than general direction) over the IC? If your IC is already a separately incorporated business then that is taken care of. Otherwise, you can recommend, or even require, that they be incorporated. Secondly, you need an Independent Contractor’s Agreement to legally set forth the relationship as being truly independent. Call AMC Legal to discuss this important matter and to obtain an IC Agreement. Other businesses who have dealt with ICs incorrectly have been required to pay back employment taxes for the entire time they’ve used the IC. Don’t let this happen to you. This agreement starts at $120 complex provisions may add to the price.
- Stock Purchase Agreement: If you are selling or purchasing stock you will need to have a stock purchase agreement. You do not want to just sign over your stock or receive stock that is just signed over to you. You will want a written agreement spelling out the terms of the sale such as: number of stocks transferred, price of transfer, payment terms, indemnification, transfer (or retention) of voting rights and non liability clauses and many more provisions that are essential to the sale of stock. This agreement starts at $120 complex provisions may add to the price.
- Stock Option Agreement: If you want to give someone the guaranteed option to purchase stock in your company you will need a Stock Option Agreement. This Agreement holds the option open for a specified amount of time for a specific dollar amount. This is one way to entice investors in your company. If you have an investor in the company who may want to become a Shareholder at a later date you can offer a stock option Agreement. This agreement starts at $120 complex provisions may add to the price.
- Lenders Agreement & Promissory Note: You can lend money to your corporation and get paid back as if you are a creditor. There are many advantages to getting money into your corporation in this way. First, a direct capital contribution is paid into your corporation and you will not get it back. It is meant to be used by the corporation and to be a corporate asset. If you lend money to your business then it puts you in the shoes of a creditor. You lend the money to your business, with a lender’s agreement and promissory note, then the business will pay you back with interest. This way you can get your money back from the corporation once it is making a profit. AMC Legal can prepare this for you for $100.
Changes to Your Corp
-
Change Name: If you want to change the name of your business AMC Legal can prepare the corporate notice, minutes and resolutions and file the necessary documents with the State for $165. For an expedited name change the fee is $300 and, if accepted, would be completed within 24 business hours of receiving signed paperwork. The corporate documents must be signed and faxed or mailed back before the paperwork can be filed with the State.
- Change Purpose: Generally there is no need to change the purpose of your corporation. If you check your articles you will see that it allows you to do any lawful business. Though you may need to update other paperwork.
- Change Registered Agent: If you want to change your registered agent AMC Legal can prepare the corporate notice, minutes and resolutions and file the necessary documents with the State for $140. The corporate documents must be signed and faxed or mailed back before the paperwork can be filed with the State.
- Change Provisions: If you need to amend your articles to add or change provisions AMC Legal can prepare the corporate notice, minutes and resolutions and file the necessary documents with the State for $165. The corporate documents must be signed and faxed or mailed back before the paperwork can be filed with the State.
- Change Shareholder: If you are adding or changing a Shareholder you must do a Stock Transfer or Stock Purchase Agreement along with the notice to Shareholders, minutes and resolutions. AMC Legal can prepare all this for you for $150. There will be an additional charge of $50 per additional Shareholder change. The corporate documents must be signed and faxed or mailed back before the new stock certificates can be issued and mailed.
- Change Directors: If you are removing or adding Directors you must have an approval from the Shareholders. AMC Legal can prepare the corporate notice, minutes and resolutions for $120. If an amended annual report is required an additional $120 will apply. There will be an additional charge of $20 per additional Director. The corporate documents must be signed and faxed or mailed back before the paperwork can be filed with the State.
- Change Officers: If you are removing or adding Officers you must have an approval from the Directors. AMC Legal can prepare the corporate notice, minutes and resolutions for $120. If an amended annual report is required an additional $120 will apply. There will be an additional charge of $20 per additional Officer. The corporate documents must be signed and faxed or mailed back before the paperwork can be filed with the State.
- Dissolution: If you have decided to close your business you must first wind up any business you have pending. Once your business is wound up you can then file the dissolution paperwork with the State. AMC Legal can do this for you. If you do not owe any money to anyone, AMC Legal can prepare the notices, minutes and resolutions for you and, once signed, can file the paperwork with the State for $120. If you do owe creditors, AMC will also prepare a notice to creditors letter for you to send to notify any and all creditors for an additional $50. It will be your responsibility to send the letter to your creditors. The documents must be signed and faxed or mailed back before the paperwork can be filed with the State.