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The LLC Resource Center                                     Information & Tools for LLC Owners


                                      The LLC Blueprint

                             Four Essential Steps
                              To Set Up An LLC

                                                              Prepared by Attorney Bob Montgomery




           1. Ignore this Advice from a Business
              Expert & It Will Cost You

          2. You Can Avoid One Big Expense
             Setting Up Your LLC

          3. My No. 1 Choice of Entities

          4. Where to Find the Best LLC Service
             To Help Set Up Your LLC
          5. My 100% Guarantee of Satisfaction

          6. Follow These 4 Essential Steps . . .
               STEP 1:        Check A Name and Make Filing With State Filing Office
               STEP 2:        Prepare & Sign an Operating Agreement
               STEP 3:        Prepare Organizational Minutes
               STEP 4:        Obtain EIN from IRS & Set Up New Bank Account
               Final Inst:    How to Properly Operate & Maintain Your New LLC
               Glossary:      Glossary of Helpful Terminology



           7. How to Get Started and What to Do Next

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        1. Ignore this Advice from a Business Expert at
           Your Own Peril But It May Cost You If You Do.

       One serious problem I see happening frequently is that many people are not
completing the full or complete process when setting up an LLC. Many states have made
it fairly easy to file the initial paperwork with the state on a form the state provides so people
file with the state and then think they are done. Unfortunately, filing with the state is only the
first step in the process. The other steps are outlined in this Blueprint.

       The problem is that failure to completely set up an LLC by going through all of the
steps can have an adverse impact on the individualā€™s liability protection if they are ever sued.
Liability protection is the main reason most people form an LLC in the first place. If they fail to
fully complete the LLC process, they risk losing the very benefits they were trying to obtain
by setting up an LLC in the first place.

       I like to picture the creation of a legal entity like an LLC as being similar to purchasing
auto insurance. You may pay for your insurance but never get in an accident so you never
need it. On the other hand, if you are in an accident, then you are glad you made the
payments. If you donā€™t have auto insurance and you are involved in an accident that is your
fault, you may end up being devastated financially when you get sued for damages from the
other driver.

       In a similar manner, you might be one of the lucky business owners who never gets
sued, so not completing all of the process in setting up your LLC may not matter. On the
other hand, if you do get sued, the proper organization of your LLC puts you in a much
stronger position to prevent a financial tragedy for you and your family.

       The bottom line is, if you are going to go to the cost and effort of setting up an LLC,
do it right and donā€™t short change yourself. If you are going to use a service to help you,
donā€™t use a cheap one that only does part of the job.

       In my opinion, you might as well not set up an LLC in the first place, if you donā€™t do it


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right.


                     2. You Can Avoid One Big Expense
                         When Setting Up Your LLC

         Many online incorporation or LLC formation companies include registered (or resident)
agent service with their package deal. Some even provide it free for the first six months or
year. However, each year after, they charge a healthy fee of $100 to $200 for this service.
While it is true that every state requires that an LLC or corporation have a registered agent,
in most cases you can act as registered agent for your own LLC and avoid paying an extra
$100 to $200 per year.

         If you live in the state you are filing in and have a street address for your home or
business (not a post office box) then you can act as registered agent and avoid the annual
fee. There is more information at the end of this report on registered agents so I wonā€™t go
more into it here.

         The point is that in most cases you donā€™t need to pay an extra $100 to $200 per year
for registered agent fees. Even if you decide you need a separate registered agent, there is a
substantial difference in the fees charged by the various providers so it pays to shop around.



                         3. My No. 1 Choice of Entities

         People have been calling me for more than 30 years to ask what is the best entity,
corporation or LLC, to use when starting a business.

         Hereā€™s my number #1 choice for most small businesses. I now regularly recommend
setting up an LLC that makes the S corporation tax election. But that wasnā€™t always the case.
Read on and Iā€™ll explain why.

         In the past, Iā€™ve been partial to S corporations and have operated my own law
practice for many years as an S corporation. S corporations provide good liability protection
and may provide significant tax savings with respect to the 15.3% FICA or Self Employment


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Tax if set up properly.

       S corporations provide the same liability protection as regular corporations which have
a long legal history in the courts with respect to liability and tax issues. This provides good
predictability of the outcome when you go to court or fight with the IRS.

       I still believe S corporations are a good entity choice for small businesses. So why do
I now routinely recommend setting up an LLC that makes the S corporation election?

       Let me explain. LLCā€™s provide the same or similar liability protection as do
corporations. LLCā€™s have now been around long enough that they are starting to have more
predictability with legal and tax issues. Setting up an LLC that makes the S corporation
election can also save on the FICA taxes just like an S corporation. LLCā€™s tend to be more
flexible and easier to operate than corporations. Depending on state law, it may be harder for
creditors to get to the ownership interest of an LLC than it is to get to stock ownership in a
corporation.

       Having said all of that, you don't go wrong with either an S corporation or an LLC, but
my choice is to setup an LLC.



                Why Operating Your Business as a Sole Proprietor
                     Or General Partnership is Very Risky

       One of the most important reasons for forming any legal entity like an LLC or
corporation to run your business is LIABILITY PROTECTION.

       I don't need to tell you that a growing lawsuit epidemic is going on in the United States
and it only appears to be getting worse. Statistics reveal that 1000's of lawsuits are being filed
each month and small business owners are prime targets. It may be a disgruntled former
employee . . . a customer . . . a business competitor . . . a total stranger some government
agency . . . the list goes on.

       Operating a business as a sole proprietor or general partnership provides absolutely
no protection against lawsuits. You leave your personal assets wide open to risk.

       Donā€™t get me wrong. Iā€™m an absolute believer in small businesses. They're great . . .
they help make dreams come true for many people and they can be your path to financial

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freedom, independence and success. They are the back bone of our society and one of the
main supports of our national economy. My father was a small business owner all of my
growing up years. Iā€™m strongly in favor of small businesses.

       But, small business owners need to protect themselves. The most important step you
can take to protect yourself is to operate your business through a properly formed and
maintained entity like an LLC.

       The LLC entity was specifically created by law to provide a layer of protection between
the business and its individual owners. With our lawsuit crazed society, the number of LLC's
being formed has grown by over 90% in the past few years. The main reason is protection.



                         The Best Way to Reduce Your Risks

       The best way to reduce the risks to small business owners is through intelligent
business planning. Many new business owners think that lawsuits and personal loss will
never happen to them. Please donā€™t make that mistake. Once a lawsuit is filed, itā€™s almost
always too late to start thinking about forming an LLC . . . because liability starts when the
injury or damage occurs and forming an LLC is not retroactive. You canā€™t go back and say . . .
I should have done it.

       If you are going to start a business, itā€™s crucial that you take the necessary steps to
protect yourself right up front or as soon as possible. If you havenā€™t done it yet, donā€™t delay or
procrastinate . . . Set up your LLC now.

       Wise business planning includes the formation of the proper business entity and the
purchase of liability or business risk insurance when available. You cannot eliminate every
possible risk when starting a business but you can substantially reduce the likelihood of a
devastating lawsuit through proper planning.

       From a liability stand point, you are always in a much stronger position to protect your
personal assets when you operate as an LLC or corporation. If you operate your business as
a sole proprietor or general partnership, there is no protection.




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                4. Where to Find the Best LLC Service
                      To Help Set Up Your LLC


       Good News! Youā€™ve already found it. All joking aside, I donā€™t think you can find a
better service than the one I offer for setting up an LLC. Weā€™ve set up thousands of LLCā€™s
and corporations in more than 30 years working with business owners.

       Most of the people who contact us to help set up an LLC, are referred from business
owners weā€™ve worked with before. Many of the business owners weā€™ve worked with come
back over and over to set up more new LLCā€™s over the years. I donā€™t believe you can get a
better testimonial than that.

       Listen to what a few of our clients have said:

              "One of these days I want to make a list of my favorite service providers
              for my site and wanted to put you on there, it's been an absolute pleasure
              working with you on this, you made it very easy."
              Ben Settle - Gold Beach, OR

              "Bob - I don't think you could make this any easier if you tried. One fax
              and I was done. I appreciate the stress - free service. It's a pleasure to pay
              the bill." Ryan & Son, LLC

              Thanks so much for this, Bob! I just asked a lawyer friend about her
              "DISCOUNT" price for setting this up for me and was quoted $597.
              So...this is MUCH appreciated . . . . Dana Sanders

              ā€œIā€™ve been referring my business clients to attorney Robert
              Montgomery for over 10 years. His knowledge of the incorporation and
              LLC process and the speed and efficiency with which they get the job
              done keeps my clients and me happy. I highly recommend their service to
              any new business .ā€ David Johnson ā€“ CPA, Accountant




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                          This is What You Get When You
                      Use Our Service to Set Up Your New LLC

           1. Choice of Entity. Weā€™ll discuss your special needs by telephone or
           email to help you decide whether a corporation or LLC is best for your
           business.


           2. Check name Availability. We check with the Secretary of State to
           make certain the name you choose is available.


           3. File Articles of Organization. We prepare and file the Articles of
           Organization with the Secretary of Stateā€™s Office.


           4. Checklist of Steps. We provide you with a handy checklist that will
           help insure you have covered all the steps in organizing your new LLC
           properly.


           5. Operating Agreement. We prepare and provide you with a custom
           prepared Operating Agreement which is needed in order for your new
           LLC to be properly organized. This is not a fill in the blanks form like
           you might get elsewhere. This is an operating agreement which has
           been revised and upgraded with many important clauses and
           provisions over a period of years.


           6. Consent in Lieu of Organizational Meeting. We prepare
           organizational minutes in the form of a Consent in Lieu of
           Organizational Meeting for your manager(s) and/or member(s) to sign.


           7. Membership Certificates. We prepare and issue membership
           certificates to the LLC members. This helps establish and record
           ownership ratios and percentages in the LLC.


           8. Federal Tax Identification No. We obtain a new Federal Employer
           Identification number (EIN) for the LLC.


           9. Instructions on How to Operate Your LLC. In addition . . . We
           provide you with a free copy of the special report, ā€œHow to Organize
           and Operate an LLC.ā€ This special report is written in simple, easy to
           understand language . . . no legalese. Itā€™s jam packed with practical

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           information that will help you operate and run your new LLC properly.
           For example, it explains when LLC meetings are necessary and what
           topics need to be included in minutes of meetings. It also provides a
           sample of one of the most valuable forms I have ever used. It can
           save you a lot of time and money. Youā€™ll learn about issuing
           membership certificates and how to properly sign your name as a
           manager or member in order to avoid personal liability. Youā€™ll also be
           provided with some valuable resources for obtaining more information
           on operating your new business . . . and much more!


           10. Ongoing Assistance and Support. In addition, you can call or
           email us anytime with questions you have about the organization or
           operation of your new LLC. There is never an additional charge for
           this.


           11. Guarantee of Satisfaction. The Risk is Mine. If youā€™re not
           completely satisfied with our service, just let us know and weā€™ll refund
           the entire fee you paid us and you can still keep the LLC we formed
           plus all of the valuable tools and information we provided you.


           12. LLC Binder. We provide a handy LLC binder/notebook to help
           you keep all of your documents and papers organized and easy to
           access. We also provide you with a CD of all the LLC documents in
           case you need to edit them or in case you lose the paper copies at
           some time in the future.



                  5. My 100% Guarantee of Satisfaction

       We offer a 100% guarantee of satisfaction and absolutely agree to refund our entire
fee if people are not satisfied for any reason. Iā€™m not boasting but just so youā€™ll know, in more
than 30 years of setting up new legal entities, Iā€™ve never had a single person ask for a refund.
Yes, weā€™ve made a few minor errors (mostly spelling or clerical) during that time, but we
always fix it quickly and make sure people are set to go with their new entity.

       My philosophy in business and legal practice is that you donā€™t make money or friends if
people are unhappy with your service. We go out of our way to provide a fast, efficient and
cost effective service.



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               6. Four Essential Steps to Set Up an LLC


                                              STEP 1
               Check A Name and Make Filing With State Filing Office

   A ā€“ How To Check On A Name
      Once you have decided to form an LLC, you need to choose a name and check with the
  state where you intend to file to see if it is available. Almost any name will work so long as it is
  not the same or ā€œdeceptively similarā€ to a name already being used by another entity
  (corporation or LLC) that is filed with the same State Filing Office (SFO). This is usually the
  Secretary of State's Office.


      Every state is separate or different when it comes to filing an LLC and choosing a name, so
  it does not matter if someone in a different state from the one you are filing in is using the same
  name. In other words, you could have an LLC in Ohio named XYZ Plumbing, LLC, and also an
  LLC in Michigan named XYZ Plumbing, LLC, and each one would be okay because they are
  filed in different states.


      Special Note: The suffix LLC or Inc, is not considered part of the name for purposes of
  avoiding duplication. For example, you could not file your LLC as Smith, LLC if the name Smith,
  Inc., was already being used in your filing state.


      You can check or search online to see if the name you want is available. Another way to
  check name availability is to contact the SFO by telephone and asking about name availability.
  They are usually very helpful.


   B ā€“ How To Make Filing With State Filing Office

     The first official step in forming or setting up a limited liability company or LLC is to file
  Articles of Organization (sometimes called a Certificate of Organization or Application for New


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   Entity) with the State Filing Office which is usually the Secretary of State. Each state has its
   own filing fee and they can range between $50 and $300.


      Every state now provides its own form which you are required to use for filing. To find the
   required form for your state, you need to check with the SFO for the state you want to file in.


      Important: Registered Agent. All states require a registered agent for an LLC. A
   registered agent is a person or company who can accept service of legal papers or important
   documents from the State Filing Office on behalf of the LLC. You or one of the members of the
   LLC can act as the registered agent or you can hire a company to do this for you. Doing it
   yourself will save you paying an annual fee to the registered agent. However, the LLC cannot
   act as its own registered agent. For more information, click here.

      The form from the State Filing Office should have instructions on the back of the form or
   they may be separate. The forms should be self explanatory. If you need to, you can call the
   State Filing Office with questions. In many states you can now file online. You can also mail the
   form to the State Filing Office together with the filing fee (or) deliver it in person to their office if
   you live nearby.


      A review of a few more terms may be helpful with your filing. In most states, the owners of
  an LLC are called ā€œMembers.ā€ Members in an LLC are similar to the shareholders in a
  corporation. For more help with LLC terminology go to ā€œGlossary of Helpful LLC Terminology.ā€


      LLCā€™s are usually run or operated by ā€œManagers.ā€ Managers can be the Member(s)
  or they can be other individuals or entities. It is common in an LLC with just a few Members
  (owners) to have all of the Members also manage the LLC. In this case it is often said the LLC will
  be managed by its Members. However, the Members can also choose to have one, two or more
  Members be the Managers or they can choose someone who is not a Member to Manage. LLCā€™s
  Provide a lot of flexibility in this regard.


      In most states, the Organizer of an LLC can be almost anyone who is of legal age. It is
  common practice for one of the Members (owners) to be the initial Organizer. It is also a common
  practice for an attorney or other professional person to be the Organizer. The Organizer is a
  person (or can be another entity) who has authority to act on behalf of the Members in filing the
initial paperwork with the State Filing Office.

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                                             STEP 2
                      Prepare and Sign an Operating Agreement

     Once the Articles of Organization have been filed with the state, the Members of the LLC
  should prepare and sign an Operating Agreement. This is not required by state law but is one
  of the most important steps in maintaining your liability protection even if you just have a one
  person LLC. In addition, it is essential in preventing disagreements and ugly disputes between
  the Members.


     The Operating Agreement is similar to the bylaws of a corporation or a partnership
  agreement. It sets forth the rights, duties and obligations of the members of the LLC. It also
  sets forth whether the LLC will be managed by the members (owners) or by certain other
  individuals or entities. The Operating Agreement or an attachment will usually set forth the
  ownership percentages or ratios of each of the members.


     In addition to being a legal agreement between the parties involved in the LLC, the Operating
  Agreement also strengthens your limited liability protection in the sense that it shows that
  you have completed the organization of the LLC and are in compliance with the process. It
  helps demonstrate that your LLC is being operated as a separate legal entity. This is true even
  though you may only have a one member LLC.


     The State Filing Office does not provide Operating Agreements. This is something you have
  to do. Many attorneys charge $500 to $1,000 to prepare an Operating Agreement.


     The Operating Agreement you need may differ depending on the number of Members and
     Managers in your LLC. This is what I recommend:


   ___ One Member LLC. The first Operating Agreement Form should be used if there is
       just one member or owner of the LLC.


  ___ Member Managed LLC. The second Operating Agreement form is for LLCā€™s
       which will be managed by the members. This is the most common management
       arrangement for LLCā€™s with a small number of members and just means that all


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       owners or members will be directly involved in the management of the LLC.
       This will be the one used by most LLCā€™s.


   ___ Manager Managed LLC. LLCā€™s have the option of being managed by a separate
       manager. The manager can be one or more of the members or it can be another
       person or entity that is not a member. This management arrangement is most often
       used in LLCā€™s that will have many members and may require some special expertise
       or experience in operation or management.




                                              STEP 3
                               Prepare Organizational Minutes


      It is commonly accepted, that one of the benefits of operating as an LLC is that they are
   considered less formal than corporations and donā€™t require the members to hold meetings and
   prepare minutes. That's only partially correct. The state law does not require an LLC to hold
   meetings and prepare minutes like it does for corporations. However, it's always a wise
   business practice to document in writing important business decisions and it is especially
   important that you at least have some form of organizational minutes.


       This helps demonstrate or prove that the LLC is being operated as a separate legal
   entity which is important for you to maintain your limited liability protection.


      In addition, it is helpful right up front to establish and document important elements of the
  relationship between the Members such as what percentage of the LLC does each one own and
  who will manage the LLC. Typical minutes of an Organizational Meeting would include such
  items as the approval and ratification of the Articles of Organization and the Operating
  Agreement. Other important provisions include a statement concerning who is managing the
  LLC and each Member's percentage of ownership in the LLC.




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                                               STEP 4
               Obtain EIN# From IRS and Set Up New Bank Account

   A ā€“ How To Obtain A New EIN From IRS:
     This is fairly self evident but each separate legal entity, such as an LLC or corporation,
  requires a new or different Federal Employer Tax Identification Number (EIN). The EIN is
  obtained from the Internal Revenue Service (IRS). This is true because the entity is considered
  separate and apart under the law from the individual owners.
     The exception to this rule with LLCā€™s is when you have a one person LLC. When an LLC is
  owned and operated by just one person, that person has the option of reporting LLC income on
  his personal tax return and he/she can just use his/her own social security number. However,
  even a one person LLC which has employees will likely still need a new EIN from the IRS.


     If a new EIN# is required then you need to file form SS-4 with the IRS. You can get the form
  from a post office that has tax forms, from an accountant or you can now apply online. Online is
  probably the easiest and fastest way to get a new EIN#.



   B ā€“ How To Set Up A New Bank Account:
    This is essential. Many business owners ask why they canā€™t continue to use the same bank
  account they used before forming the LLC - when they operated their business as a sole
  proprietor or partner. The principle behind liability protection is that the LLC is a legal entity,
  separate and apart from the individual owners. A separate legal entity requires a separate
  bank account.


     If your business is ever sued, one of the important issues a court looks at in deciding
  questions about your liability protection is whether the LLC owners have co-mingled their
  personal and business funds and assets. A separate bank account helps prevent this.

      The procedure to set up a new bank account is not really a legal issue. Rather, itā€™s simply
  a matter of what the bank you choose will require to set up your account. I highly recommend
  you call or visit your bank of choice first and simply ask what they will need to set up a new
  account. Most often, they will request a copy of your filed Articles of Organization together with


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  your new EIN No. Some banks will also ask for a copy of your Operating Agreement and other
  organizational documents. It will save you time and frustration to call them first and then get all
  of your documents together before you go in to open the account.


                                         CONCLUSION
      I want to re-emphasize that if you organize and operate your LLC properly, you are
  entitled to limited liability protection. This is a valuable benefit of the LLC and it will provide a
  shield between business debts or obligations and your personal assets. The principle is that
  the LLC is a legal entity separate and apart from its owners. If a lawsuit is filed against you,
  you need to be able to prove or demonstrate that you have operated the LLC as a separate
  legal entity. In a sense, it could be said that you have to earn the right to the protection.


      Since each case is decided on the facts unique to that case, there is no way to insure that
  a person will absolutely be guaranteed the liability protection of an LLC. However, if you follow
  the steps outlined above to get fully organized and to properly operate and maintain your LLC,
  then I guarantee you will put yourself in a much stronger position to insure the liability
  protection you want and deserve from your LLC.



                         (APPENDIX CONTINUED BELOW)
- Back to Top -




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                                               - APPENDIX -



                    More Information to Help
                    With Setting Up Your LLC
 More About Registered Agents. Every legal entity, whether it be a corporation or LLC, is required to
 have a Registered Agent. Some states call them "resident agents" or "statutory agents." Regardless of what
 they are called, their function is still the same. A registered agent can be a person or a company that is
 authorized to accept service of legal process in case of a lawsuit for an LLC or a corporation. A registered
 agent must have a street address in the state where he/she/it is appointed as the registered agent. A post
 office box will not work because legal papers cannot be personally served on a post office box.

 One of the members (owners) or managers of an LLC can act as registered agent for the LLC so long as they
 have a street address. This is a common practice and can save some money since most companies that act
 as registered agent charge an annual fee in the range of $100 to $200.

         . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .


                  GLOSSARY OF HELPFUL LLC TERMINOLOGY
 Articles of Organization. A document filed with the Secretary of State that creates a limited liability
 company. It can include the name of the company, its purpose, the principal address of business, the
 Registered Agentā€™s name and address, and its members.

 Asset protection. A form of financial self-defense which places assets beyond the
 reach of creditors.

 Assets. Anything owned with monetary value. This includes both real and personal property.

 Bylaws. Rules adopted by the corporation itself for the regulation of a corporationā€™s own actions; a
 subordinate law adopted by a corporation, association, or other body for its self-government or
 to regulate the rights and duties of its officers and members.

 C Corporation. Any corporation that is not an S corporation.

 Calendar year. The accounting year beginning January 1 and ending on December 31.

 Certificate of Organization. The document that creates an LLC according to the laws of the state. This
 must be filed and approved by the state.

 Deceptively similar. A name so similar to another name that the two become confused in the
 public eye.

 Default rules. Statutory rules that take effect in the absence of contrary provisions in an
 Operating Agreement.

 Dissolution. Formal statutory liquidation, termination and winding up of a business entity.

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 Distribution. Payment of cash or property to a member, shareholder or partner according
 to his or her percentage of ownership.

 Double taxation. Occurs when corporations pay tax on corporate profits and shareholders
 pay income tax on dividend or distributive income.

 Dividend income. Dividends that must be declared as regular income for income tax purposes.

 Fictitious business name. A name other than the registered name under which a company may do
 business as long as it is not used for fraudulent purposes. Also sometimes called assumed
 business name.

 Fiscal year. Any 12-month period used by a business as its fiscal accounting period. Such
 accounting period may, for example, run from July 1 of one year through June 30 of the next year.

 Foreign LLC. A limited liability company formed in one state or country but conducting some or all of its
 business in another state or country.

 Free transfer of interests. The ability to transfer a membership interest to a non-member without
 consent of the other members.

 Indemnification. Financial or other protection provided by an LLC or corporation to its
 members, managers, directors, officers and employees, which protects them against expenses and
 liabilities in lawsuits alleging they breached some duty in their service to, or on behalf of, the company.

 Insolvency. Being unable to pay oneā€™s debts because liabilities exceed assets.

 Limited liability. The condition in LLCs and corporations that frees owners from being personally
 liable for debts and obligations of the company, with a few tax related exceptions. With company or
 corporate debt, general creditors cannot attach the ownersā€™ homes, cars and other personal property.

 Limited liability company. A business entity created by legislation that offers its owners the limited
 personal liability of a corporation and the tax advantages of a partnership.

 Member. One who contributes capital, property or services to an LLC and in return,
 receives a membership interest in the company.

 Membership Certificate. Written instrument evidencing a percentage, interest or unit of ownership of a
 Limited Liability Company.

 Membership interest. The right to vote, participate in management decisions and receive
 distributions from the company.

 Merger. The absorption of one corporation by another.

 Minutes. Written records of formal proceedings of stockholdersā€™ and directorsā€™ meetings.
 Also used with LLCā€™s.

 Operating Agreement. A statement of the general principles of a limited liability company which combines
 information from the Articles of Organization with resolutions passed unanimously by members. It details
 economic and management arrangements as well as membersā€™ rights and responsibilities.

 Parliamentary procedure. Rules such as ā€œRoberts Rules of Order,ā€ which govern stockholdersā€™


Provided by Attorney Bob Montgomery           Call Anytime 1-888-527-6207            bmontgomerylaw@gmail.com
The LLC Resource Center                                                 Information & Tools for LLC Owners

 meetings, directorsā€™ meetings, etc.

 Pass-through tax status. Profits that are not taxed on the company level but are distributed
 directly to members who report such profits as dividend income.

 Pro rata. Members receive rights or dividends based upon percentage of ownership.

 Registered Agent. A registered agent (sometimes referred to as a statutory agent or resident agent) is a
 person or company authorized to accept service of legal process or official mail for a legally formed entity
 such as a corporation or LLC. All entities in every state are required to have a registered agent.

 S Corporation (Subchapter S Corporation). A small business corporation which elects to be taxed
 as a partnership or proprietorship for federal income tax purposes. Individual shareholders enjoy the
 benefits under state law of limited corporate liability, but avoid corporate federal taxes.

 Sole proprietorship. A business owned by an individual who is solely responsible for all aspects of the
 business, and where the business and its owners are thus considered the same entity.

 Start-up venture. A new business having no track record.

 State statutes. Laws created by a state legislature.

 Statutory agent. A lawyer, corporation or individual who has assumed the responsibility of being the legal
 representative for the corporation or LLC for purposes of service of legal papers or official mail.




       7. How to Get Started and What to Do Next
    I guarantee you wonā€™t find a better service anywhere to set up your LLC. Weā€™ve made it
Fast, Easy & Affordable for you.


    The standard fee for a full and complete LLC set up is $367 plus the state filing fee.


    To get started you can fill out the LLC Worksheet contained in the link below or just give
me a phone call or shoot me an email.


                               Link to Download LLC Worksheet

                             Toll Free Phone No. 1-888-527-6207

                            Email: bmontgomerylaw@gmail.com



Provided by Attorney Bob Montgomery          Call Anytime 1-888-527-6207           bmontgomerylaw@gmail.com
The LLC Resource Center                                                 Information & Tools for LLC Owners




                                 TERMS OF USE & DISCLAIMER
Disclaimer: You might think Iā€™m not a good lawyer if I didnā€™t include a disclaimer, so here it is:

The information presented herein is provided for general information purposes only. While every attempt
has been made to verify the information provided in this report, neither the author nor his
afiliates/partners/agents assume any responsibility for errors, inaccuracies or omissions. Documents, Inc.,
dba The LLC Resource Center, Robert Montgomery nor any employees or agents can provide legal
services or legal advice. The information contained in this Special Report is provided for general
information only and should not serve as a substitute for legal advice from an attorney familiar with the
facts and circumstances of your specific situation.

DISCLAIMER OF WARRANTIES: The information, legal forms, materials, services, and products (including
the products and services offered by or through Documents, Inc., dba The LLC Resource Center and Attorney
Robert Montgomery) through this page or related website are provided subject to the following:

ALL OF THE CONTENT, PRODUCTS, FORMS, INSTRUCTIONS AND SERVICES ARE PROVIDED "AS
IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESSED OR IMPLIED, AND TO THE
FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE ABOVE-NAMED
ENTITIES AND/OR PARTIES DISCLAIM ALL WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE.

THIS PAGE AND/OR RELATED WEBSITE PROVIDES LEGAL FORMS AND INFORMATION ABOUT
THE LAW AND DO NOT PROVIDE INFORMATION SPECIFIC TO YOUR INDIVIDUAL CIRCUM-
STANCES. THE LEGAL FORMS AVAILABLE ON THIS SITE ARE NOT A SUBSTITUTE FOR THE AD-
VICE OF AN ATTORNEY. LEGAL ADVICE OF ANY NATURE SHOULD BE SOUGHT FROM AN AT-
TORNEY FAMILIAR WITH YOUR SPECIFIC CIRCUMSTANCES.




 - Back to Top -




Provided by Attorney Bob Montgomery          Call Anytime 1-888-527-6207           bmontgomerylaw@gmail.com

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Llc blue-print

  • 1. The LLC Resource Center Information & Tools for LLC Owners The LLC Blueprint Four Essential Steps To Set Up An LLC Prepared by Attorney Bob Montgomery 1. Ignore this Advice from a Business Expert & It Will Cost You 2. You Can Avoid One Big Expense Setting Up Your LLC 3. My No. 1 Choice of Entities 4. Where to Find the Best LLC Service To Help Set Up Your LLC 5. My 100% Guarantee of Satisfaction 6. Follow These 4 Essential Steps . . . STEP 1: Check A Name and Make Filing With State Filing Office STEP 2: Prepare & Sign an Operating Agreement STEP 3: Prepare Organizational Minutes STEP 4: Obtain EIN from IRS & Set Up New Bank Account Final Inst: How to Properly Operate & Maintain Your New LLC Glossary: Glossary of Helpful Terminology 7. How to Get Started and What to Do Next Provided by Attorney Bob Montgomery Call Anytime 1-888-527-6207 bmontgomerylaw@gmail.com
  • 2. The LLC Resource Center Information & Tools for LLC Owners 1. Ignore this Advice from a Business Expert at Your Own Peril But It May Cost You If You Do. One serious problem I see happening frequently is that many people are not completing the full or complete process when setting up an LLC. Many states have made it fairly easy to file the initial paperwork with the state on a form the state provides so people file with the state and then think they are done. Unfortunately, filing with the state is only the first step in the process. The other steps are outlined in this Blueprint. The problem is that failure to completely set up an LLC by going through all of the steps can have an adverse impact on the individualā€™s liability protection if they are ever sued. Liability protection is the main reason most people form an LLC in the first place. If they fail to fully complete the LLC process, they risk losing the very benefits they were trying to obtain by setting up an LLC in the first place. I like to picture the creation of a legal entity like an LLC as being similar to purchasing auto insurance. You may pay for your insurance but never get in an accident so you never need it. On the other hand, if you are in an accident, then you are glad you made the payments. If you donā€™t have auto insurance and you are involved in an accident that is your fault, you may end up being devastated financially when you get sued for damages from the other driver. In a similar manner, you might be one of the lucky business owners who never gets sued, so not completing all of the process in setting up your LLC may not matter. On the other hand, if you do get sued, the proper organization of your LLC puts you in a much stronger position to prevent a financial tragedy for you and your family. The bottom line is, if you are going to go to the cost and effort of setting up an LLC, do it right and donā€™t short change yourself. If you are going to use a service to help you, donā€™t use a cheap one that only does part of the job. In my opinion, you might as well not set up an LLC in the first place, if you donā€™t do it Provided by Attorney Bob Montgomery Call Anytime 1-888-527-6207 bmontgomerylaw@gmail.com
  • 3. The LLC Resource Center Information & Tools for LLC Owners right. 2. You Can Avoid One Big Expense When Setting Up Your LLC Many online incorporation or LLC formation companies include registered (or resident) agent service with their package deal. Some even provide it free for the first six months or year. However, each year after, they charge a healthy fee of $100 to $200 for this service. While it is true that every state requires that an LLC or corporation have a registered agent, in most cases you can act as registered agent for your own LLC and avoid paying an extra $100 to $200 per year. If you live in the state you are filing in and have a street address for your home or business (not a post office box) then you can act as registered agent and avoid the annual fee. There is more information at the end of this report on registered agents so I wonā€™t go more into it here. The point is that in most cases you donā€™t need to pay an extra $100 to $200 per year for registered agent fees. Even if you decide you need a separate registered agent, there is a substantial difference in the fees charged by the various providers so it pays to shop around. 3. My No. 1 Choice of Entities People have been calling me for more than 30 years to ask what is the best entity, corporation or LLC, to use when starting a business. Hereā€™s my number #1 choice for most small businesses. I now regularly recommend setting up an LLC that makes the S corporation tax election. But that wasnā€™t always the case. Read on and Iā€™ll explain why. In the past, Iā€™ve been partial to S corporations and have operated my own law practice for many years as an S corporation. S corporations provide good liability protection and may provide significant tax savings with respect to the 15.3% FICA or Self Employment Provided by Attorney Bob Montgomery Call Anytime 1-888-527-6207 bmontgomerylaw@gmail.com
  • 4. The LLC Resource Center Information & Tools for LLC Owners Tax if set up properly. S corporations provide the same liability protection as regular corporations which have a long legal history in the courts with respect to liability and tax issues. This provides good predictability of the outcome when you go to court or fight with the IRS. I still believe S corporations are a good entity choice for small businesses. So why do I now routinely recommend setting up an LLC that makes the S corporation election? Let me explain. LLCā€™s provide the same or similar liability protection as do corporations. LLCā€™s have now been around long enough that they are starting to have more predictability with legal and tax issues. Setting up an LLC that makes the S corporation election can also save on the FICA taxes just like an S corporation. LLCā€™s tend to be more flexible and easier to operate than corporations. Depending on state law, it may be harder for creditors to get to the ownership interest of an LLC than it is to get to stock ownership in a corporation. Having said all of that, you don't go wrong with either an S corporation or an LLC, but my choice is to setup an LLC. Why Operating Your Business as a Sole Proprietor Or General Partnership is Very Risky One of the most important reasons for forming any legal entity like an LLC or corporation to run your business is LIABILITY PROTECTION. I don't need to tell you that a growing lawsuit epidemic is going on in the United States and it only appears to be getting worse. Statistics reveal that 1000's of lawsuits are being filed each month and small business owners are prime targets. It may be a disgruntled former employee . . . a customer . . . a business competitor . . . a total stranger some government agency . . . the list goes on. Operating a business as a sole proprietor or general partnership provides absolutely no protection against lawsuits. You leave your personal assets wide open to risk. Donā€™t get me wrong. Iā€™m an absolute believer in small businesses. They're great . . . they help make dreams come true for many people and they can be your path to financial Provided by Attorney Bob Montgomery Call Anytime 1-888-527-6207 bmontgomerylaw@gmail.com
  • 5. The LLC Resource Center Information & Tools for LLC Owners freedom, independence and success. They are the back bone of our society and one of the main supports of our national economy. My father was a small business owner all of my growing up years. Iā€™m strongly in favor of small businesses. But, small business owners need to protect themselves. The most important step you can take to protect yourself is to operate your business through a properly formed and maintained entity like an LLC. The LLC entity was specifically created by law to provide a layer of protection between the business and its individual owners. With our lawsuit crazed society, the number of LLC's being formed has grown by over 90% in the past few years. The main reason is protection. The Best Way to Reduce Your Risks The best way to reduce the risks to small business owners is through intelligent business planning. Many new business owners think that lawsuits and personal loss will never happen to them. Please donā€™t make that mistake. Once a lawsuit is filed, itā€™s almost always too late to start thinking about forming an LLC . . . because liability starts when the injury or damage occurs and forming an LLC is not retroactive. You canā€™t go back and say . . . I should have done it. If you are going to start a business, itā€™s crucial that you take the necessary steps to protect yourself right up front or as soon as possible. If you havenā€™t done it yet, donā€™t delay or procrastinate . . . Set up your LLC now. Wise business planning includes the formation of the proper business entity and the purchase of liability or business risk insurance when available. You cannot eliminate every possible risk when starting a business but you can substantially reduce the likelihood of a devastating lawsuit through proper planning. From a liability stand point, you are always in a much stronger position to protect your personal assets when you operate as an LLC or corporation. If you operate your business as a sole proprietor or general partnership, there is no protection. Provided by Attorney Bob Montgomery Call Anytime 1-888-527-6207 bmontgomerylaw@gmail.com
  • 6. The LLC Resource Center Information & Tools for LLC Owners 4. Where to Find the Best LLC Service To Help Set Up Your LLC Good News! Youā€™ve already found it. All joking aside, I donā€™t think you can find a better service than the one I offer for setting up an LLC. Weā€™ve set up thousands of LLCā€™s and corporations in more than 30 years working with business owners. Most of the people who contact us to help set up an LLC, are referred from business owners weā€™ve worked with before. Many of the business owners weā€™ve worked with come back over and over to set up more new LLCā€™s over the years. I donā€™t believe you can get a better testimonial than that. Listen to what a few of our clients have said: "One of these days I want to make a list of my favorite service providers for my site and wanted to put you on there, it's been an absolute pleasure working with you on this, you made it very easy." Ben Settle - Gold Beach, OR "Bob - I don't think you could make this any easier if you tried. One fax and I was done. I appreciate the stress - free service. It's a pleasure to pay the bill." Ryan & Son, LLC Thanks so much for this, Bob! I just asked a lawyer friend about her "DISCOUNT" price for setting this up for me and was quoted $597. So...this is MUCH appreciated . . . . Dana Sanders ā€œIā€™ve been referring my business clients to attorney Robert Montgomery for over 10 years. His knowledge of the incorporation and LLC process and the speed and efficiency with which they get the job done keeps my clients and me happy. I highly recommend their service to any new business .ā€ David Johnson ā€“ CPA, Accountant Provided by Attorney Bob Montgomery Call Anytime 1-888-527-6207 bmontgomerylaw@gmail.com
  • 7. The LLC Resource Center Information & Tools for LLC Owners This is What You Get When You Use Our Service to Set Up Your New LLC 1. Choice of Entity. Weā€™ll discuss your special needs by telephone or email to help you decide whether a corporation or LLC is best for your business. 2. Check name Availability. We check with the Secretary of State to make certain the name you choose is available. 3. File Articles of Organization. We prepare and file the Articles of Organization with the Secretary of Stateā€™s Office. 4. Checklist of Steps. We provide you with a handy checklist that will help insure you have covered all the steps in organizing your new LLC properly. 5. Operating Agreement. We prepare and provide you with a custom prepared Operating Agreement which is needed in order for your new LLC to be properly organized. This is not a fill in the blanks form like you might get elsewhere. This is an operating agreement which has been revised and upgraded with many important clauses and provisions over a period of years. 6. Consent in Lieu of Organizational Meeting. We prepare organizational minutes in the form of a Consent in Lieu of Organizational Meeting for your manager(s) and/or member(s) to sign. 7. Membership Certificates. We prepare and issue membership certificates to the LLC members. This helps establish and record ownership ratios and percentages in the LLC. 8. Federal Tax Identification No. We obtain a new Federal Employer Identification number (EIN) for the LLC. 9. Instructions on How to Operate Your LLC. In addition . . . We provide you with a free copy of the special report, ā€œHow to Organize and Operate an LLC.ā€ This special report is written in simple, easy to understand language . . . no legalese. Itā€™s jam packed with practical Provided by Attorney Bob Montgomery Call Anytime 1-888-527-6207 bmontgomerylaw@gmail.com
  • 8. The LLC Resource Center Information & Tools for LLC Owners information that will help you operate and run your new LLC properly. For example, it explains when LLC meetings are necessary and what topics need to be included in minutes of meetings. It also provides a sample of one of the most valuable forms I have ever used. It can save you a lot of time and money. Youā€™ll learn about issuing membership certificates and how to properly sign your name as a manager or member in order to avoid personal liability. Youā€™ll also be provided with some valuable resources for obtaining more information on operating your new business . . . and much more! 10. Ongoing Assistance and Support. In addition, you can call or email us anytime with questions you have about the organization or operation of your new LLC. There is never an additional charge for this. 11. Guarantee of Satisfaction. The Risk is Mine. If youā€™re not completely satisfied with our service, just let us know and weā€™ll refund the entire fee you paid us and you can still keep the LLC we formed plus all of the valuable tools and information we provided you. 12. LLC Binder. We provide a handy LLC binder/notebook to help you keep all of your documents and papers organized and easy to access. We also provide you with a CD of all the LLC documents in case you need to edit them or in case you lose the paper copies at some time in the future. 5. My 100% Guarantee of Satisfaction We offer a 100% guarantee of satisfaction and absolutely agree to refund our entire fee if people are not satisfied for any reason. Iā€™m not boasting but just so youā€™ll know, in more than 30 years of setting up new legal entities, Iā€™ve never had a single person ask for a refund. Yes, weā€™ve made a few minor errors (mostly spelling or clerical) during that time, but we always fix it quickly and make sure people are set to go with their new entity. My philosophy in business and legal practice is that you donā€™t make money or friends if people are unhappy with your service. We go out of our way to provide a fast, efficient and cost effective service. Provided by Attorney Bob Montgomery Call Anytime 1-888-527-6207 bmontgomerylaw@gmail.com
  • 9. The LLC Resource Center Information & Tools for LLC Owners 6. Four Essential Steps to Set Up an LLC STEP 1 Check A Name and Make Filing With State Filing Office A ā€“ How To Check On A Name Once you have decided to form an LLC, you need to choose a name and check with the state where you intend to file to see if it is available. Almost any name will work so long as it is not the same or ā€œdeceptively similarā€ to a name already being used by another entity (corporation or LLC) that is filed with the same State Filing Office (SFO). This is usually the Secretary of State's Office. Every state is separate or different when it comes to filing an LLC and choosing a name, so it does not matter if someone in a different state from the one you are filing in is using the same name. In other words, you could have an LLC in Ohio named XYZ Plumbing, LLC, and also an LLC in Michigan named XYZ Plumbing, LLC, and each one would be okay because they are filed in different states. Special Note: The suffix LLC or Inc, is not considered part of the name for purposes of avoiding duplication. For example, you could not file your LLC as Smith, LLC if the name Smith, Inc., was already being used in your filing state. You can check or search online to see if the name you want is available. Another way to check name availability is to contact the SFO by telephone and asking about name availability. They are usually very helpful. B ā€“ How To Make Filing With State Filing Office The first official step in forming or setting up a limited liability company or LLC is to file Articles of Organization (sometimes called a Certificate of Organization or Application for New Provided by Attorney Bob Montgomery Call Anytime 1-888-527-6207 bmontgomerylaw@gmail.com
  • 10. The LLC Resource Center Information & Tools for LLC Owners Entity) with the State Filing Office which is usually the Secretary of State. Each state has its own filing fee and they can range between $50 and $300. Every state now provides its own form which you are required to use for filing. To find the required form for your state, you need to check with the SFO for the state you want to file in. Important: Registered Agent. All states require a registered agent for an LLC. A registered agent is a person or company who can accept service of legal papers or important documents from the State Filing Office on behalf of the LLC. You or one of the members of the LLC can act as the registered agent or you can hire a company to do this for you. Doing it yourself will save you paying an annual fee to the registered agent. However, the LLC cannot act as its own registered agent. For more information, click here. The form from the State Filing Office should have instructions on the back of the form or they may be separate. The forms should be self explanatory. If you need to, you can call the State Filing Office with questions. In many states you can now file online. You can also mail the form to the State Filing Office together with the filing fee (or) deliver it in person to their office if you live nearby. A review of a few more terms may be helpful with your filing. In most states, the owners of an LLC are called ā€œMembers.ā€ Members in an LLC are similar to the shareholders in a corporation. For more help with LLC terminology go to ā€œGlossary of Helpful LLC Terminology.ā€ LLCā€™s are usually run or operated by ā€œManagers.ā€ Managers can be the Member(s) or they can be other individuals or entities. It is common in an LLC with just a few Members (owners) to have all of the Members also manage the LLC. In this case it is often said the LLC will be managed by its Members. However, the Members can also choose to have one, two or more Members be the Managers or they can choose someone who is not a Member to Manage. LLCā€™s Provide a lot of flexibility in this regard. In most states, the Organizer of an LLC can be almost anyone who is of legal age. It is common practice for one of the Members (owners) to be the initial Organizer. It is also a common practice for an attorney or other professional person to be the Organizer. The Organizer is a person (or can be another entity) who has authority to act on behalf of the Members in filing the initial paperwork with the State Filing Office. Provided by Attorney Bob Montgomery Call Anytime 1-888-527-6207 bmontgomerylaw@gmail.com
  • 11. The LLC Resource Center Information & Tools for LLC Owners STEP 2 Prepare and Sign an Operating Agreement Once the Articles of Organization have been filed with the state, the Members of the LLC should prepare and sign an Operating Agreement. This is not required by state law but is one of the most important steps in maintaining your liability protection even if you just have a one person LLC. In addition, it is essential in preventing disagreements and ugly disputes between the Members. The Operating Agreement is similar to the bylaws of a corporation or a partnership agreement. It sets forth the rights, duties and obligations of the members of the LLC. It also sets forth whether the LLC will be managed by the members (owners) or by certain other individuals or entities. The Operating Agreement or an attachment will usually set forth the ownership percentages or ratios of each of the members. In addition to being a legal agreement between the parties involved in the LLC, the Operating Agreement also strengthens your limited liability protection in the sense that it shows that you have completed the organization of the LLC and are in compliance with the process. It helps demonstrate that your LLC is being operated as a separate legal entity. This is true even though you may only have a one member LLC. The State Filing Office does not provide Operating Agreements. This is something you have to do. Many attorneys charge $500 to $1,000 to prepare an Operating Agreement. The Operating Agreement you need may differ depending on the number of Members and Managers in your LLC. This is what I recommend: ___ One Member LLC. The first Operating Agreement Form should be used if there is just one member or owner of the LLC. ___ Member Managed LLC. The second Operating Agreement form is for LLCā€™s which will be managed by the members. This is the most common management arrangement for LLCā€™s with a small number of members and just means that all Provided by Attorney Bob Montgomery Call Anytime 1-888-527-6207 bmontgomerylaw@gmail.com
  • 12. The LLC Resource Center Information & Tools for LLC Owners owners or members will be directly involved in the management of the LLC. This will be the one used by most LLCā€™s. ___ Manager Managed LLC. LLCā€™s have the option of being managed by a separate manager. The manager can be one or more of the members or it can be another person or entity that is not a member. This management arrangement is most often used in LLCā€™s that will have many members and may require some special expertise or experience in operation or management. STEP 3 Prepare Organizational Minutes It is commonly accepted, that one of the benefits of operating as an LLC is that they are considered less formal than corporations and donā€™t require the members to hold meetings and prepare minutes. That's only partially correct. The state law does not require an LLC to hold meetings and prepare minutes like it does for corporations. However, it's always a wise business practice to document in writing important business decisions and it is especially important that you at least have some form of organizational minutes. This helps demonstrate or prove that the LLC is being operated as a separate legal entity which is important for you to maintain your limited liability protection. In addition, it is helpful right up front to establish and document important elements of the relationship between the Members such as what percentage of the LLC does each one own and who will manage the LLC. Typical minutes of an Organizational Meeting would include such items as the approval and ratification of the Articles of Organization and the Operating Agreement. Other important provisions include a statement concerning who is managing the LLC and each Member's percentage of ownership in the LLC. Provided by Attorney Bob Montgomery Call Anytime 1-888-527-6207 bmontgomerylaw@gmail.com
  • 13. The LLC Resource Center Information & Tools for LLC Owners STEP 4 Obtain EIN# From IRS and Set Up New Bank Account A ā€“ How To Obtain A New EIN From IRS: This is fairly self evident but each separate legal entity, such as an LLC or corporation, requires a new or different Federal Employer Tax Identification Number (EIN). The EIN is obtained from the Internal Revenue Service (IRS). This is true because the entity is considered separate and apart under the law from the individual owners. The exception to this rule with LLCā€™s is when you have a one person LLC. When an LLC is owned and operated by just one person, that person has the option of reporting LLC income on his personal tax return and he/she can just use his/her own social security number. However, even a one person LLC which has employees will likely still need a new EIN from the IRS. If a new EIN# is required then you need to file form SS-4 with the IRS. You can get the form from a post office that has tax forms, from an accountant or you can now apply online. Online is probably the easiest and fastest way to get a new EIN#. B ā€“ How To Set Up A New Bank Account: This is essential. Many business owners ask why they canā€™t continue to use the same bank account they used before forming the LLC - when they operated their business as a sole proprietor or partner. The principle behind liability protection is that the LLC is a legal entity, separate and apart from the individual owners. A separate legal entity requires a separate bank account. If your business is ever sued, one of the important issues a court looks at in deciding questions about your liability protection is whether the LLC owners have co-mingled their personal and business funds and assets. A separate bank account helps prevent this. The procedure to set up a new bank account is not really a legal issue. Rather, itā€™s simply a matter of what the bank you choose will require to set up your account. I highly recommend you call or visit your bank of choice first and simply ask what they will need to set up a new account. Most often, they will request a copy of your filed Articles of Organization together with Provided by Attorney Bob Montgomery Call Anytime 1-888-527-6207 bmontgomerylaw@gmail.com
  • 14. The LLC Resource Center Information & Tools for LLC Owners your new EIN No. Some banks will also ask for a copy of your Operating Agreement and other organizational documents. It will save you time and frustration to call them first and then get all of your documents together before you go in to open the account. CONCLUSION I want to re-emphasize that if you organize and operate your LLC properly, you are entitled to limited liability protection. This is a valuable benefit of the LLC and it will provide a shield between business debts or obligations and your personal assets. The principle is that the LLC is a legal entity separate and apart from its owners. If a lawsuit is filed against you, you need to be able to prove or demonstrate that you have operated the LLC as a separate legal entity. In a sense, it could be said that you have to earn the right to the protection. Since each case is decided on the facts unique to that case, there is no way to insure that a person will absolutely be guaranteed the liability protection of an LLC. However, if you follow the steps outlined above to get fully organized and to properly operate and maintain your LLC, then I guarantee you will put yourself in a much stronger position to insure the liability protection you want and deserve from your LLC. (APPENDIX CONTINUED BELOW) - Back to Top - Provided by Attorney Bob Montgomery Call Anytime 1-888-527-6207 bmontgomerylaw@gmail.com
  • 15. The LLC Resource Center Information & Tools for LLC Owners - APPENDIX - More Information to Help With Setting Up Your LLC More About Registered Agents. Every legal entity, whether it be a corporation or LLC, is required to have a Registered Agent. Some states call them "resident agents" or "statutory agents." Regardless of what they are called, their function is still the same. A registered agent can be a person or a company that is authorized to accept service of legal process in case of a lawsuit for an LLC or a corporation. A registered agent must have a street address in the state where he/she/it is appointed as the registered agent. A post office box will not work because legal papers cannot be personally served on a post office box. One of the members (owners) or managers of an LLC can act as registered agent for the LLC so long as they have a street address. This is a common practice and can save some money since most companies that act as registered agent charge an annual fee in the range of $100 to $200. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . GLOSSARY OF HELPFUL LLC TERMINOLOGY Articles of Organization. A document filed with the Secretary of State that creates a limited liability company. It can include the name of the company, its purpose, the principal address of business, the Registered Agentā€™s name and address, and its members. Asset protection. A form of financial self-defense which places assets beyond the reach of creditors. Assets. Anything owned with monetary value. This includes both real and personal property. Bylaws. Rules adopted by the corporation itself for the regulation of a corporationā€™s own actions; a subordinate law adopted by a corporation, association, or other body for its self-government or to regulate the rights and duties of its officers and members. C Corporation. Any corporation that is not an S corporation. Calendar year. The accounting year beginning January 1 and ending on December 31. Certificate of Organization. The document that creates an LLC according to the laws of the state. This must be filed and approved by the state. Deceptively similar. A name so similar to another name that the two become confused in the public eye. Default rules. Statutory rules that take effect in the absence of contrary provisions in an Operating Agreement. Dissolution. Formal statutory liquidation, termination and winding up of a business entity. Provided by Attorney Bob Montgomery Call Anytime 1-888-527-6207 bmontgomerylaw@gmail.com
  • 16. The LLC Resource Center Information & Tools for LLC Owners Distribution. Payment of cash or property to a member, shareholder or partner according to his or her percentage of ownership. Double taxation. Occurs when corporations pay tax on corporate profits and shareholders pay income tax on dividend or distributive income. Dividend income. Dividends that must be declared as regular income for income tax purposes. Fictitious business name. A name other than the registered name under which a company may do business as long as it is not used for fraudulent purposes. Also sometimes called assumed business name. Fiscal year. Any 12-month period used by a business as its fiscal accounting period. Such accounting period may, for example, run from July 1 of one year through June 30 of the next year. Foreign LLC. A limited liability company formed in one state or country but conducting some or all of its business in another state or country. Free transfer of interests. The ability to transfer a membership interest to a non-member without consent of the other members. Indemnification. Financial or other protection provided by an LLC or corporation to its members, managers, directors, officers and employees, which protects them against expenses and liabilities in lawsuits alleging they breached some duty in their service to, or on behalf of, the company. Insolvency. Being unable to pay oneā€™s debts because liabilities exceed assets. Limited liability. The condition in LLCs and corporations that frees owners from being personally liable for debts and obligations of the company, with a few tax related exceptions. With company or corporate debt, general creditors cannot attach the ownersā€™ homes, cars and other personal property. Limited liability company. A business entity created by legislation that offers its owners the limited personal liability of a corporation and the tax advantages of a partnership. Member. One who contributes capital, property or services to an LLC and in return, receives a membership interest in the company. Membership Certificate. Written instrument evidencing a percentage, interest or unit of ownership of a Limited Liability Company. Membership interest. The right to vote, participate in management decisions and receive distributions from the company. Merger. The absorption of one corporation by another. Minutes. Written records of formal proceedings of stockholdersā€™ and directorsā€™ meetings. Also used with LLCā€™s. Operating Agreement. A statement of the general principles of a limited liability company which combines information from the Articles of Organization with resolutions passed unanimously by members. It details economic and management arrangements as well as membersā€™ rights and responsibilities. Parliamentary procedure. Rules such as ā€œRoberts Rules of Order,ā€ which govern stockholdersā€™ Provided by Attorney Bob Montgomery Call Anytime 1-888-527-6207 bmontgomerylaw@gmail.com
  • 17. The LLC Resource Center Information & Tools for LLC Owners meetings, directorsā€™ meetings, etc. Pass-through tax status. Profits that are not taxed on the company level but are distributed directly to members who report such profits as dividend income. Pro rata. Members receive rights or dividends based upon percentage of ownership. Registered Agent. A registered agent (sometimes referred to as a statutory agent or resident agent) is a person or company authorized to accept service of legal process or official mail for a legally formed entity such as a corporation or LLC. All entities in every state are required to have a registered agent. S Corporation (Subchapter S Corporation). A small business corporation which elects to be taxed as a partnership or proprietorship for federal income tax purposes. Individual shareholders enjoy the benefits under state law of limited corporate liability, but avoid corporate federal taxes. Sole proprietorship. A business owned by an individual who is solely responsible for all aspects of the business, and where the business and its owners are thus considered the same entity. Start-up venture. A new business having no track record. State statutes. Laws created by a state legislature. Statutory agent. A lawyer, corporation or individual who has assumed the responsibility of being the legal representative for the corporation or LLC for purposes of service of legal papers or official mail. 7. How to Get Started and What to Do Next I guarantee you wonā€™t find a better service anywhere to set up your LLC. Weā€™ve made it Fast, Easy & Affordable for you. The standard fee for a full and complete LLC set up is $367 plus the state filing fee. To get started you can fill out the LLC Worksheet contained in the link below or just give me a phone call or shoot me an email. Link to Download LLC Worksheet Toll Free Phone No. 1-888-527-6207 Email: bmontgomerylaw@gmail.com Provided by Attorney Bob Montgomery Call Anytime 1-888-527-6207 bmontgomerylaw@gmail.com
  • 18. The LLC Resource Center Information & Tools for LLC Owners TERMS OF USE & DISCLAIMER Disclaimer: You might think Iā€™m not a good lawyer if I didnā€™t include a disclaimer, so here it is: The information presented herein is provided for general information purposes only. While every attempt has been made to verify the information provided in this report, neither the author nor his afiliates/partners/agents assume any responsibility for errors, inaccuracies or omissions. Documents, Inc., dba The LLC Resource Center, Robert Montgomery nor any employees or agents can provide legal services or legal advice. The information contained in this Special Report is provided for general information only and should not serve as a substitute for legal advice from an attorney familiar with the facts and circumstances of your specific situation. DISCLAIMER OF WARRANTIES: The information, legal forms, materials, services, and products (including the products and services offered by or through Documents, Inc., dba The LLC Resource Center and Attorney Robert Montgomery) through this page or related website are provided subject to the following: ALL OF THE CONTENT, PRODUCTS, FORMS, INSTRUCTIONS AND SERVICES ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESSED OR IMPLIED, AND TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE ABOVE-NAMED ENTITIES AND/OR PARTIES DISCLAIM ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THIS PAGE AND/OR RELATED WEBSITE PROVIDES LEGAL FORMS AND INFORMATION ABOUT THE LAW AND DO NOT PROVIDE INFORMATION SPECIFIC TO YOUR INDIVIDUAL CIRCUM- STANCES. THE LEGAL FORMS AVAILABLE ON THIS SITE ARE NOT A SUBSTITUTE FOR THE AD- VICE OF AN ATTORNEY. LEGAL ADVICE OF ANY NATURE SHOULD BE SOUGHT FROM AN AT- TORNEY FAMILIAR WITH YOUR SPECIFIC CIRCUMSTANCES. - Back to Top - Provided by Attorney Bob Montgomery Call Anytime 1-888-527-6207 bmontgomerylaw@gmail.com