Corporation & S Corporation Services

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.

You will also need

EIN (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. (This will first be sent to you for your review and signature before it is filed). 

 

County Recording

This item is no longer required in Illinois as of 1/1/2011.

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. (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. (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. (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. (This will first be sent to you for your review and signature before it is filed).

 

 

DBA (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.  The filing fee changes every year.   The DBA will also need to be renewed in every year that is divisible by 5, i.e. in 2015, 2020 etc.  AMC Legal can renew the DBA as well.

Corporate Counsel Club

Silver Service $90

Silver Service $90 includes 12 months of legal phone consultations with an attorney regarding your business.

 

Registered Agent Service $150

Registered Agent Service $150 for 12 months.

 

 

Agreement

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. 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?
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.

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.

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 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.

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.

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.

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 without paying income taxes on the income, since it is a repayment of a debt.

 

 

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.  We can file for an expedited name change 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. 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. 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. 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. If an amended annual report is required an additional fee will apply. 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. If an amended annual report is required an additional fee will apply. 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. If you do owe creditors, AMC will also prepare a notice to creditors letter for you to send to notify any and all creditors. 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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