By Kenneth A. Vercammen, Attorney at Law
Complete Formation Service - Our complete formation service includes the preparation and filing of the certificate of formation on the expedited basis with the New Jersey Division of Taxation. We will also complete the operating agreement and issue of the member certificates. The completed company outfit will be available for pick up within 14 business days. Legal fees and filing costs are approx $1,200. Please fill out the following information and forward to our office.
1. Proposed Name of Limited Liability Company LLC: _________________
Alternate names of Limited Liability Company LLC: ________________
2. Registered agent: __________________________________________
3. Address of registered agent __________________________________ Name founder/director 1- ____________________________________
Name founder/director 2- ____________________________________
Name founder/director 3- ____________________________________
Name and address of location where Company is located/ first meeting to be held ________________________________________________
Address of principal place of business: __________________________
Benefits of a Limited Liability Company LLC:
Setting up a Limited Liability Company LLC will provide the members with certain protections if they keep up their Limited Liability Company LLC status. In a Limited Liability Company LLC, the liability of the owners is generally limited to the amount they pay for their membership certificates. The names of the members are also private from the public. A Limited Liability Company LLC is a legal entity, and its continuity is unaffected by death or the transfer of shares of stock by any or all owners.
There are many advantages and restrictions on the Limited Liability Company LLC. Your accountant can explain the taxes and employee benefits analysis, as compared to a corporation or sole proprietorship.
HOW YOUR ATTORNEY CAN HELP YOU AND DOCUMENTS YOU CAN HIRE AN ATTORNEY TO PREPARE OR REVIEW FOR YOU:
l. Prepare Limited Liability Company LLC Resolutions each time major decisions must be made 2. Prepare/Review buy-sell agreements 3. Obtain SS-4(Federal) application for Employer Identification Number 4. Provide specific legal advice 5. Prepare and File Certificate of Change of Registered Agent 6. Revise Membership agreement 7. Prepare Agreement of Sale 8. Prepare Promissory Note
There are many federal and state forms and other documents to be obtained by you or your accountant:
1. W-4 (Federal) Employee's Withholding Allowance Certificate 2. I-9 (Federal) Employment Eligibility Verification (Required by the U.S. Department of Justice, Immigration and Naturalization Services). The I-9 verifies an individual's eligibility for employment. 3. 2553 (Federal) Election by a Small Business Corporation 4. UC-l (NJ) Status Report of Employing Unit 5. CIS-l (NJ) Application for Registration
Each year the affairs of small businesses become more and more complex as government regulations and tax law changes increasingly affect their operations. Probably the best way for a business, whether it is a proprietorship, partnership, Limited Liability Company LLC or corporation, to comply with all laws, regulations or rulings is to meet with your attorney near the end of each fiscal year. Certain questions must be answered, including but not limited to:
1. Is the minute book up to date? 2. Are the minutes signed? 3. Do the minutes reflect the following? a. Annual shareholder's' meeting? b. Annual directors' meeting? c. Special meetings? d. Retirement plan contributions? e. Bonuses? 4. Are stock certificate books properly up to date? 5. Are by-laws properly up to date? 6. Are proper records of expense reimbursements being kept?
You should have your accountant advise your attorney in writing to confirm the following questions are taken care of:
1. Have taxes been estimated? 2. Have deposits on federal and state taxes been paid? 3. Are there any earnings accumulation problems? 4. Have state and federal tax returns been prepared? 5. Have all tax returns been filed on time? 6. Are proper depreciation guidelines being followed?
CALL YOUR ATTORNEY WITH ANY LEGAL ISSUES
As an owner or officer of a business, you must see that all necessary steps be taken in order to protect your business and to finish necessary transactions before the end of the business' fiscal year. You should discuss these duties with your attorney, plus discuss the advisability of contemplated transactions.