ISBA
DCBA
WBBRCC

LLC & SERIES LLC SERVICES

Basic Packages

Liability Protection

You will also need

Tax Related

If you will have employees (even if you employ yourself)

DBA (aka Doing Business As, Assumed Name, Fictitious Name)

Corporate Counsel Club

Agreements

Changes to Your LLC

 

Basic Packages

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Liability Protection

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You will also need

  • County Recording (aka Compliance with Post Incorporation Requirements of BCA) This is no longer required in Illinois as of 1/1/2011.

Tax Related

If you will have employees (even if you employ yourself)

  • 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)

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Corporate Counsel Club

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Agreements

  • Single Member Operating Agreement: Single Member LLCs are treated differently than Multi Members LLCs both in their tax treatment and possibly in liability treatment. LLCs are generally new in the grand scheme of things. They have not been around long enough to have all issues fully litigated in Illinois. In some other states, single member LLC owners have been viewed as if they are really self-employed due to the handling of corporate matters by the owner. In those situations, the LLC entity had been completely disregarded by that state for both tax and liability issues. That is why it is extremely important to have an operating agreement for this type of entity. It is important to set up how the LLC will be run and to establish from the very beginning that the LLC is truly a separate entity from its single owner. You can do this with a Single Member Operating Agreement. Without a well written Operating Agreement you could be at risk for personal liability. This agreement starts at $100 custom or complex provisions may add to the price.
  • Multi Member Operating Agreement:  I cannot stress enough how important it is to have an Operating Agreement.  You simply should not start a business with a partner without one.   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 an Operating Agreement.  Even if you do get along and never argue, there are provisions in the Agreement that every Member 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 Member wants out of the Company? 
    • What happens to the membership interests when a Member dies?
    • What happens in one Member stops participating in the business?
    • How will profits be distributed?
    • What happens to intellectual property created by a Member for the business?
    • What if a Member leaves to compete with the company?
    • What if my partner wants to add more Members 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.
  • Series LLC Operating Agreement: This agreement is included if you form your Series LLC with AMC Legal. If you formed your Series LLC either on your own or with another service and do not have this agreement, you may purchase it through us. This agreement is crucial to setting up a Series LLC. This document really is how a Series LLC is set up and run. Filing the papers with the state is simply a formality, and does not establish how the Series LLC will operate. This agreement will establish how a Series Designation (subsidiary) will be created and run. If purchased separate from the formation of the Series LLC, this agreement starts at $350 custom or complex provisions may add to the price.
  • Series LLC Designation Operating Agreement: This agreement is included if you form your Series Designation (Subsidiary) with AMC Legal. If you formed your Series LLC either on your own or with another service and do not have this agreement, you may purchase it through us. This agreement is crucial to setting up a Series Designation. Each Designation has its own set up and can have different Member, Manager and Officers and its own Operating Regulations. Therefore, each Designation will need its own Operating Agreement. If purchased separate from the formation of the Series Designation, this agreement starts at $350 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.
  • Lenders Agreement & Promissory Note: You can lend money to your LLC and get paid back as if you are a creditor. There are many advantages to getting money into your LLC in this way. First, a direct capital contribution is paid into your LLC and you will not get it back. It is meant to be used by the LLC and to be an LLC 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 LLC once it is making a profit. AMC Legal can prepare this for you for $120.

Changes to Your LLC

  • Change Registered Agent:  If you want to change your registered agent AMC Legal can prepare the notice, minutes and resolutions and file the necessary documents with the State for $140.  The 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 $250.  The documents must be signed and faxed or mailed back before the paperwork can be filed with the State.
  • Change Member:  If you are adding or changing a Member you must do a Membership Transfer or Membership Purchase Agreement along with the notice, minutes and resolutions.  AMC Legal can prepare all this for you for $150.  There will be an additional charge of $50 per additional Member change.  The documents must be signed and faxed or mailed back before the new membership certificates will be sent.
  • Change Managers:  If you are removing or adding Managers you must have an approval from the Members.  AMC Legal can prepare the 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 Manager.  The 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 Managers.  AMC Legal can prepare the 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 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 $215.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.

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