LLC & Series LLC 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.

 

EIN (aka FEIN, Tax ID, Federal Tax ID, Employer Identification Number)

Your LLC 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 and many other things. AMC Legal can obtain this for you. (This will first be sent to you for your review and signature before it is filed).

County Recordings (aka Compliance with Post Incorporation Requirements of BCA)

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)

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.   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 (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 $260 for 2015.  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 for you for $260.

Corporate Counsel Club

 

Silver Service $90

Silver Service $90 for 12 months terms and conditions

Give me a call throughout the year with any legal questions you have regarding your business.

Registered Agent Service $150

Registered Agent Service $150 for 12 months

 

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

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.

 

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?
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.

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.

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 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.

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.

Changes to Your LLC

 

Change Name

If you want to change the name of your business AMC Legal can prepare the notice, minutes and resolutions and file the necessary documents with the State.  For an expedited name change there will be an additional fee and, if accepted, would be completed within 24 business hours of receiving signed paperwork. The documents must be signed and faxed or mailed back before the paperwork can be filed with the State.

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.  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.  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.  There will be an additional charge 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.  If an amended annual report is required an additional fee will apply.  There will be an additional charge 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.   If an amended annual report is required an additional fee will apply.  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.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 fee.  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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