LLC Formation

We do, and have a lot of ability to help you. First, if you’re wondering whether your company would be considered a “reporting company” for FinCEN reporting purposes, or you want to know who are your company’s Beneficial Owners, try out our FREE, anonymous expert system to help answer these questions. It’s available here.

We have BOIR (which stands for Beneficial Ownership Information Reporting, or BOIR) as an option. We can do it, for a nominal fee, or you can do it.

Finally, we offer outstanding, best-in-class, BOI compliance tools to help you understand when you need to submit updated reports. We’ll keep track of important deadlines, and be ready to answer your questions.

We receive this question a lot, despite our attempt to be price competitive with “the rest”. It seems every time we lower our price, the competition lowers theirs even further.

At the end of the day, we’re an actual law firm. Your questions are answered by licensed and trained professionals. We are able to extend attorney-client privilege and confidentiality to our clients. Our business/activities is/are governed by the professional rules of conduct for each state we’re licensed in, and we carry professional liability insurance. We have licensed professionals dealing with the registered agent’s office.

Regularly, we fend off private investigators, police investigators and more. Our people have the training to maximize the legal protections available to our clients.

So, we’re not the cheapest game in town. The “other guys” are trying to sell formations, we’re trying to sell relationships. There are many things we won’t do that the “other guys” will do, because we’re worried about our clients’ long-term success and we’re concerned with minimizing our clients’ long-term liability.

We can provide a range of services for our clients, where forming your LLC is just the first step. This includes contracts, switching ownership of real property, resolving disputes, trademarks, and much, much more. You can do things things with this firm, relying on our training, experience, professionalism and confidentiality.

If you’re considering a cheaper option, ask yourself the following questions first:

• How critical is privacy, and do I want the maximum protection available?
• Do I want the ability to obtain sound legal advice?
• Do I care about whether things are setup properly?
• Is liability protection important, and do I want to minimize the ability for someone to “pierce the corporate veil” of my LLC?
• Do I care whether the folks I hire are trained professionals?
• Do I care whether I can hold the company accountable for misguiding, or otherwise committing errors with my LLC?
• Will I receive a high-quality Operating Agreement, to help maximize asset protection, and minimize potential liability and long-term disputes?
• Do the “other guys” not disclose who they actually are, making it difficult to know whether their claims are actually true or they actually have the experience they claim to have?

If you answered “yes” to any of the above, you may want to think twice before hiring the “other guys”.

This is a very complicated question, and the odds are high that whatever you read on the Internet was wrong (if not written by an attorney).

What is important to realize, is you must register your company in the state (or states) it is conducting business. Conducting business doesn’t necessarily mean where your customers are (although it could). It means where do you have W2 employees, including yourself? Where are your base of operations? Where do you store product, if you sell product? Where is management located?

In most instances, the answers to these questions are going to be “where you are located, as the business owner.” Even if you’re conducting business on the Internet. If you have partners in other states, it could mean in each state a partner is a resident, especially if you are going to pay yourselves a standard wage (i.e. W2 income).

If you form a company in a state other than where you are located, you will probably (eventually) be required to register that company in your state of residence — creating more costs and complexity for you.

Therefore, in most circumstances, you are going to be best served forming a LLC in the state of your residence. If you have a partner in another state, you can pick between the two states, and then foreign file the LLC in the other state.

Have questions about this? You should consider a 30-minute business attorney consult. It is a difficult topic, made more difficult because each state has its own specific rules on what “doing business in the state” means.

“Member Managed” means the LLC is simply managed by the Members. All Members have similar powers to run day-to-day operations of the business, and the Operating Agreement will specify what powers the Members have that do and do not require a vote.

“Manager Managed” means the day-to-day operations of the LLC is managed by a Manager. The Manager has certain powers, as specified in the Operating Agreement, that do not need the approval of the Members. Note that Members will always have some powers reserved to a vote, such as assigning a new Manager, or dissolving, or bringing on new Members. A Manager does not need to be a Member, but one or more Members can certainly be the Manager.

Typically, clients are advised that it’s often best to go with a “Member Managed” LLC unless one of two things is present:

• One or more Members will run day-to-day operations, and other Members will not (i.e. silent investors, for example). It’s often convenient to make as Managers the day-to-day operating Members, so they can run the business without having to always call a vote.
• One Member is really the “one in charge.” This Member can be assigned as the Manager, and have additional powers assigned to him or her.

This is often a very complicated subject that is often ignored. If you have questions, please contact us.

No. The Registered Agent is a specific person or entity, available at a specific address, where service of process and legal notices can be sent (think sheriff showing up with a summons).

This means you want a Registered Agent who:

1. has a valid office that is staffed during normal business hours (i.e. be careful with those “cheap registered agents” you find on the Internet),
2. knows something about the law, and knows how to properly accept service (i.e. again, be careful with registered agents who are not attorneys), and
3. can convey some level of attorney-client privilege and confidentiality. This means the staff will be properly trained not to give out sensitive information, thereby better protecting your anonymity.

A Registered Agent can simply scan in your material, and email it to you when received.

This is different from a “Physical Mailing Address.” Such an address would can receive actual mail, perhaps checks, credit cards and more. These things cannot be scanned. They must be physically handled and relayed. They don’t have to be staffed the same way a Registered Agent’s address needs to be staffed. Such addresses also have an impact with Google and other search engines, which are becoming ever increasingly smart and will “flag” addresses that are shared by too many businesses.

Tax status is very confusing for LLC’s. Take for example, when an accountant says “S-Corp”. This means “tax status”, and both a LLC and a Corporation can be taxed “like a S-Corp.”

LLC’s can be taxed as either disregarded, partnership, S-Corp or C-Corp. Each have their advantages and disadvantages (so you should consult with a tax professional at some point).

It is NOT necessary you know what tax status you want, when you form a LLC. Furthermore, we do not need to know the tax status when forming your LLC, and the tax status is really not relevant to forming a LLC. But, if you do know, we can help you if you select the appropriate option in your order.

However, tax status is critical for the Operating Agreement, and we do provide you with an Operating Agreement — by giving you access to our Expert System (we call it the “Lawyer Defined™ Operating Agreement”) that builds you a high-quality, highly customizable Operating Agreement.

It’s possible to obtain an Operating Agreement from us, without knowing what tax status you want. That’s okay, because our Lawyer Defined™ Operating Agreement will make assumptions, although those assumptions could end up being wrong down the road if you decide you want a tax status that is different from what our Expert System assumes. If that turns out to be the case, you can always come back to us and request further access to our Lawyer Defined™ Operating Agreement, so you can obtain the appropriate Operating Agreement for your tax status.

A quick word on the assumptions our Lawyer Defined™ Operating Agreement system makes: Our assumptions are the same as what the IRS makes. For example, if you’re a sole member LLC, we’re going to assume disregarded tax status (that is the same as what the IRS does). If you’re a multimember LLC, we’re going to assume partnership tax status (again, that is what the IRS does).

What this means is, you’re considering a competitor of ours who is not a law firm or attorney.

If you do this, you can potentially destroy the liability protection a LLC offers. Why? Because a Secretary of State’s office will certainly accept a LLC registration where an address is the same for both the “Registered Office” and the “Physical Mailing Address” of the LLC. However, under statute you are required to truthfully disclose where the LLC is located. Unless you have an actual lease, permitting you to conduct business, out of the Registered Agent’s office, you haven’t been truthful in your LLC registration. This can be utilized by a competent plaintiff’s attorney to argue they should be permitted to pierce the corporate veil.

Contrast this to a “virtual office” or “virtual mailbox.” In such a scenario, you have actually leased the service, and therefore are in control of the service, and therefore have been truthful in your LLC registration. This cannot be utilized by a plaintiff’s attorney to attempt to pierce the corporate veil of your LLC.

Therefore, beware when purchasing legal services — even something as simple as a LLC formation — from anyone other than a properly licensed attorney or law firm.