Florida Sub Chapter S Corporation $151.95 Complete Corporate Book State & Attorneys Fees Included

Florida Sub Chapter S Corporation Basics

- S Corporation Income Taxation. Dividends of the S Corporation profits retained until the end of the year are not taxed at the corporate level as a regular corporation is, but instead are passed through to the S corporation's owners. In other words, S corporation profits are allocated and taxed to the shareholders. The Salaries of a corporation may be deducted from corporate income, because the IRS considers reasonable salary payments to be an ordinary and necessary business expense.

--Sales Tax. Businesses are required to collect sales tax on transactions in any state where the company has a sufficient physical presence (such as a store, warehouse, or employees). The degree of presence may very; however, when it is sufficient to justify sales tax, it is referred to as a nexus.

-A Board of directors must be established. The directors are the management team, which meets once each quarter to analyze and project financial performance and review store operations.

-Officers are charged with overseeing day to day business; supervising employees; and generally putting into proactive the goals set by the board.

-S Corporations may have only one class of stock; however, it may have voting and non-voting stock.

-S Corporations may only have 100 owners.

-S Corporations needs to pay only one level of tax when the S corporation is sold or liquidating.

S Corporation compared to LLCs.

-Corporate Formalities. S corporation shareholders, like LLC members, are protected from personal liability for the debts of the business. However, to maintain this limited liability protection, you must follow corporate rules when running the business. This maintenance includes the issuance of stock, holding regular board of directors' and shareholder's meetings; you must elect officers, keep corporate minutes of all your meetings, and follow all mandates found in your particular states corporate statutes. In contrast, with an LLC you only have to make sure the managers are in agreement on important decisions. It is still advisable to keep at least annual minutes.

-Ownership Restrictions. S corporation stock may be owned only by U.S. citizens or residents however a LLC may be owned by any person or business entity.

-Required allocation of profits and losses. The S corporation profits and losses must be distributed to the shareholders in proportion to their stockholdings. As for the LLC, it has more flexibility in its allocations; the losses and profits can be allocated to the investors to meet their needs. Therefore, an LLC can allocate losses and profits to its investors that are larger or smaller than their capital interest.

-Taxes. An S corporation's business debts cannot be passed to its Shareholders unless they have personally cosigned and guaranteed the debt. What this means it that shareholder's tax basis in the business does not increase when the company increases its debt. However, an LLC can pass its debts to the owners and thus their tax basis will increase as the business debt increases. This is important because distributions of profits from the LLC are taxable to their owner only when they exceed the owners tax basis in the company this increase in basis means that, in the long run, each of the LLC owners are less likely to be taxed on their profits, so, if the company will have a lot of debt as in the case of buying real estate, investors who form an s corporation would be at a disadvantage.

Example: An LLC borrows $800,000. The debt is allocated equally to three owners. This means it increases each owner's tax basis in the ownership interest. The basis increase means that each owner can receive $200,000 in distribution of the profits tax free. Again the S corporation does not receive this break.

SERVICES FOR YOUR FLORIDA CORPORATION

Services can be order in the Florida Corporation form

Services

$45.00 Anonymous Services

Anonymity. If you do not want to be identified on the public record as an officer or director of a Florida Corporation you do not have to be listed. Instead we can file you anonymous for a onetime fee of $45.00. You may also want to take your anonymity a step further and have a nominee, a person other than yourself, to serve as the director and officers, thus maintaining your privacy. Our office provides an individual to serve in this capacity for $1,585.00 per year. (This fee includes the indemnification service)

$35.00 Federal Tax ID

The Federal Tax ID Number is required to open a business account and to put your license into the corporate name. It is also necessary for those who need to get exempt from workers compensation insurance. The tax Id is only $35.00 dollars at the time of incorporation and we will acquire the actual number for your convenience

$50.00 1244 stock (TAX TIP)

A Corporate Shareholder is normally allowed to write off only a capital loss of $3,000 dollars. However, the issuance of 1244 stock provides the Shareholder with a maximum ordinary loss of $50,000 (or $100,000 in the case of the husband and wife filing a joint return.) Take advantage of this special stock issuance plan complete with resolutions for only $50.00 dollars.

$60.00 Sub-Chapter S Election (TAX TIP)

The Sub-Chapter S Corporation allows the Shareholders to avoid having their profits taxed twice because there are no corporate taxes with a Sub-Chapter S Corporation. This type of Corporation also allows the owner to avoid all of his/her profits from being hit with a self-employment tax. Lastly, the Shareholders of an S-Corporation are able to write off their losses on their personal taxes, even against separate income (money from other employment or a spouse's income on a joint return.) If you want your business to have these major tax advantages it costs an additional 60.00 dollars. We will complete the Federal requirements and draft the Corporate articles, bylaws, resolutions and stock certificates to reflect the company's status as an S-Corporation.

$69.00 Registered Agent Service/Attorney Counsel

Our Law Firm has a vital and effective service that no entrepreneur at any level should be without. The Registered agent Attorney Counsel Service. The service includes: Our firm's newsletter, “The Business Tax Periodical”, which is available 8 times a year and offers legal information to help run your business without fear; our firm will examine your Uniform Business Report as well all other State corporation filing documents and file them timely and correctly for your business, this will ensure that your business remains in good standing with the state and business community. Our firm will help you keep up your ongoing minutes for your corporation's meetings so to avoid problems in case of a law suit or audit against your company; our firm will comply with all applicable laws and statutes relating to your businesses' Registered Agent and Registered Office. Finally, you get limitless telephone consultations all year with regards to your business legal matters. If you order this service when you incorporate receive an additional two month Bonus you pay only $69.00 for the first 14 months of service.

$135.00 DUNS Number and Central Contractor Registration

The benefits of having a DUNS number are that you may list the number in the Duns and Bradstreet database; after you are listed you may use the D&B as a credit reference; and you will be able to update your record anytime with D&B. We will acquire your DUNS number within 30 days for $135.00 you may start the above process Prospective vendors must be registered in CCR prior to the award of a contract: basic agreement, basic ordering agreement, or blanket purchase agreement, unless the award results from a solicitation issued on or before May 31, 1998. Prime contractors are not required to have their subcontractors register in CCR. If a prime subcontractor wants to bid directly for contracts with the DOD, they should register in the CCR, we can acquire the CCR registration within 2-3 weeks for $135.00 dollars.

$125.00 Occupational License

If you are out of state or country or just too busy we will be glad to help you acquire your occupational license to help you do business. The fee to do this is $125.00 plus any additional filing fees per county or city.

$700.00 State Certified Minority/Women Business Enterprises

Minority/Women owned businesses receive first tier referrals which means they are the first businesses referred to state agencies seeking to include supplier diversity as a part of their purchase order and contract opportunities; Loan mobilization programs assist state certified minority business enterprises in obtaining funding when starting a state-funded project. The loans made through participating banks are designed to enhance relationships between the banking community and CMWBEs. We can complete the documents for your minority registration within 3-4 weeks for $700.00

$95.00 Qualified Sub Chapter S Subsidiary Corporation

However, if QSSS status is desired for a subsidiary, the parent must wholly own the subsidiary. This service provides asset protection and tax saving possibilities that are almost infinite, depending on how many subsidiaries there are. However, if the Subsidiary qualification is desired, one Sub Chapter S corporation must wholly own the other Sub Chapter S Corporation. The fee for this service is $95.00 per qualification.

$35.00 Sales Tax ID Number

If you are going to purchase products for resale you will need a Sales Tax ID Number. We can prepare the paperwork for $35.00 dollars or if you like we will acquire the actual tax ID for $70.00 dollars.

$65.00 Unemployment Tax Account Number and new Hire Report

If you are going to be paying a wage state law requires you to have an unemployment tax ID to do your state withholdings and new hire report to report your new hires so to avoid penalties from the Department of revenue. The preparation fee for the Unemployment number paper work is $35.00 and there is a $30.00 fee to prepare 10 new hire reports. Alternatively, we can acquire the actual unemployment number for your business for $65.00.

$65.00 Workers Compensation Exemption Applicant

We can prepare the workers compensation documentation correctly and timely so there is no delay in your obtaining an exemption from costly insurance premiums. If your business is non-construction related you may exempt all of your officers from Workers Compensation Insurance. If your business is construction related you may get up to three officers exempt, however, they must also be 10% owners of the new corporation. We will prepare the documentation and the cost will be $65.00 for the first officer and $40.00 dollars for the second and $25.00 per officer thereafter.

$70.00 Heavy Use Tax ID (For Hauling/Trucking Companies)

If your vehicle weighs over 55k lbs. loaded then you will need a heavy use tax ID to travel on highways or risk fines with the Department of Transportation. We can prepare the documents for $70.00 dollars and have it ready to sign for you in your company book.

$125.00 Living Trust (LLC Only)

If you are purchasing an LLC to hold Real Estate, we suggest purchasing a Living Trust to hold the LLC. This way the Trust will protect the LLC and the properties that it holds from going to probate. The fee for the Trust is $125.00.

$125.00 DBA (fictitious name)

If you would like to have a secondary name to advertise your corporation under it is required to have what is called a DBA or fictitious name registered correctly under the corporation. We will have this registered with the required resolutions for only $125.00 dollars and will be completed in two weeks.
Same Day Service is an additional $225.00
2 days for $150.00
4 days for $75.00
Every person who regularly transacts business in this state for profit under a fictitious business name must file. Corporations do not file unless doing business under a name other than the corporate name.

$120.00 Shareholders Agreement

When a non-publicly traded corporation is formed, we strongly recommend having an agreement among the Shareholders as to how the corporation will be organized and operate. The Agreement drafted is in addition to the By-laws of the corporation and should contain clauses concerning the Buying and selling of the company's stock. It is a good idea that corporate governing procedures should be establish and memorialized in a written Shareholders Agreement at the time of incorporating because after the formation of the corporation matters may not be so easily agreed upon. Our document spells out the rights and obligations of the parties in the event disagreements come up. Even family corporations should consider a SHAREHOLDERS AGREEMENT, since it could settle issues without the expense of litigation. Issues covered in the agreement are the rights of the shareholders to vote, rights of the directors, salaries, nominating officers and employees, buy-sell agreement concerning stock transfers of shares and endorsement rights. This agreement only costs 120.00 dollars at the time of incorporating.

$55.00 Independent Contract Agreement

If you would like to 1099 a worker as an independent contractor without the worry of the IRS coming after you because of the worker's failure to do their own tax withholdings, having an executed Independent Contractors Agreement is a good beginning. Additionally, if vicarious liability (being sued because of a worker's negligent actions) is of a concern, again an executed Independent Contractor's Agreement is the layer of protection your company needs. The cost for an independent contractor's agreement is only $120.00 dollars at the time of incorporating.

Starting at $1,750.00 ISOs

ISO is a system of the national standards institutes of 159 countries that is made up of one member per country and a Central Secretariat located in Geneva, Switzerland, that organizes the network.
ISO is created NGO (nongovernmental organization) and links the public and private sector. We can help you meet the standards required in your field for building the reputation and credibility you need in the international field.

$185.00 Blank check shares

Blank check shares provide great flexibility to the board when negotiating subsequent rounds of financing and may also be used as a defensive, antitakeover mechanism. By establishing a so-called poison pill or rights plan, the board may issue a new class of stock with super voting powers to every shareholder but the corporate raider.

$230.00 Stock Subscription agreement

Subscription agreements may be used either before or after a corporation is incorporated to legally bid a prospective shareholder to purchase specified amounts of a corporation’s shares. The agreements typically are used when substantial pre-incorporation expenses are anticipated and the corporation’s organizers want to ensure that funds will be available to pay these expenses.

$75.00 Voting agreement

Two or more shareholders may agree on how they will vote their shares and their agreement is specifically enforceable under Florida Law. A legend will be placed on the owner’s respective stock c certificate to evidence the existence of the voting agreement.

$145.00 Voting trust

A voting trust is another mechanism for separating the right to vote from the other benefits of owning shares. To create a voting trust, one or more shareholders confer on a trustee the right to vote their shares by signing an agreement an agreement setting for the provisions of the trust and transferring legal title of their shares to the trustee. The shareholders retain beneficial ownership of the shares. The trustee is required to prepare a list of the names and addresses of all owners of beneficial interest in the trust, and the number and class of shares each owner transferred to the trust, and then deliver copies s of the list and agreement to the corporation’s principal office. Both the list and the agreement are open to inspection by any shareholder or beneficiary of the trust during business hours, as long as the shareholders meet the good-faith and proper purpose requirements of the law.

$185.00 Director special voting powers

The directors may be given more or less than one vote; we can create the necessary director classes for your corporation for 185.00 dollars.

$195.00 Shareholders rights plans

Florida corporations may use a shareholders rights plan to deter or delay hostile takeovers, a shareholders rights plan to distribute a certain number or percentage outstanding shares or other securities that may include restrictions or conditions limiting or precluding altogether their exercise, transfer, receipt or holding.

$150.00 Security Agreement with a Loan Agreement

The flow of money is the grease that lubricates the wheels of commerce. Over the years important rights and protections have been developed to insure this flow continues. If you would like to loan money into your company other than that which you give in exchange for your ownership interest, a loan agreement and promissory note is the proper way to do so. This works by having the loan agreement and promissory note signed between the corporation and owner so the extra money is seen by the IRS as a loan to be repaid and not capital without strings attached. Additionally, a security agreement, when recorded acts as a buffer securing the loan against subsequent corporate creditors, thus keeping you first in line to recover the loaned money. The cost for the security agreement and help with its UCC registration is $150.00. The loan agreement and promissory note is $65.00 dollars additional.

Free Single Member LLC Operating Agreement (Free of Charge) (LLC only)

Every Limited Liability Company MUST have an Operating Agreement to complete the owner's personal protection in the face of Litigation. The Operating Agreement MUST provide a clear outline of the rights and responsibilities of all parties to the LLC. This Agreement's provisions cover the procedural issues such as voting rights; rights and responsibilities of the Managers and Owners; financial matters; methods for amending the Operating Agreement; Owner withdrawal; dissolution of the Company; and the Buying and selling of the company's Ownership interest. It is a good idea that LLC governing procedures be establish and memorialized in a written Operating Agreement at the time of incorporating because after the formation of the Florida LLC, matters may not be so easily agreed upon. Our tailor made Contract spells out the rights and obligations of the parties in the event disagreements come up. Even family owners should have an OPERATING AGREEMENT, since it could settle some issues without the expense of litigation. Having an Operating Agreement brings transparency and predictability with regards to issues mentioned above and thus tranquility when engaging in your day to day business activities. We include a single member operating agreement for free for single member LLCs; if the company is a Multi member LLC then the cost is only an additional $35.00 for the agreement.

$55.00 Employment Agreement

Asset protection in case of an unforeseen bankruptcy is often overlooked when thinking of an employment agreement in Florida. A well drafted employment agreement would allow a shareholder to protect his money by paying himself a wage as an employee and utilize the unlimited cash account exemption. After we draft your contract set up your wage account so that no interest will be credited to it (have any interest earned on the wage account either mailed directly to you or credited to another account), deposit only the wages of the statutory head of the family into that account, and include the designation "WAGE ACCOUNT" in the account title.
There are of course the important elements for new hired employees such as protecting your trade secrets and other intellectual property from being stolen without recourse as well a non-competition clause to seal off any attempt damage your business with your own ideas. Additionally, the beginning and ending dates of the employment period, the amount of the salary and time period it will cover, a description of duties and title for employees, agreed paid vacation days and severance pay are all inclusive. We will provide a specific agreement that entails all the above elements and more. This agreement is only $55.00 dollars at the time of incorporation.

$65.00 Indemnification Agreement

When you incorporate or organize your business you are protected as a Shareholder or Member (owner of a company); however, when you act as a director, officer or manager you have to understand there is no personal protection if you are sued. Therefore, it is strongly recommended to have us draft a contract between the corporation/LLC and the directors/officers for an important layer of protection agreed to by the company for its directors, officers and managers. The fee for this work is only $65.00 dollars at the time of incorporating. A contract will be drafted for all involved and the proper resolutions will be drafted.

Free Medical Reimbursement Plan

Hire your spouse and get fully deductible health benefits for yourself. A Small business can fully tax-deduct health insurance and doctor’s bills for a spouse who is working and on the payroll. The owner spouse can get medical benefits not as an owner, but as a spouse of the employee-spouse. The business deduction is 100%- not the 70% as for the self-employed. The fee for this is only $60.00 dollars. FREE with company.

$70.00 Home Office Lease

If you would like to take valuable deductions from the use of your home office you must have a lease agreement since land is involved. We will draft home office lease for just $70.00 dollars at the time of incorporating.

$70.00 Vehicle Lease

Do you use your vehicle for business purposes, if so a vehicle lease agreement is a tremendous tax break that you must not pass up. We will draft a vehicle lease for only $70.00 dollars at the time of incorporating.

$135.00 Business Equipment Lease

Do you have office equipment, construction equipment or other expensive equipment that you would like to protect from a law suit and yet still receive a valuable tax write off. If so, have us draft a standard Equipment Lease for only $135.00 dollars at the time of incorporating.

$695.00 Trademark

If you want your corporate name to be protected from others using it, a Trademark is a must. We can have your name Trademarked for $695.00 dollars, $350.00 extra for a logo and additionally we will perform the crucial due diligence (Trademark name searches) at the Federal and most importantly at the Common Law level for $399.00 dollars and continue to monitor and keep up the formalities for $850.00 a year. The Search normally takes about two weeks, however the process can be expedited to Same Day completion for an additional $225.00, 2 day service for $150.00 additional and 4 day service for $75.00 dollars additional. With regards to the Trademark registration, normally 10 full months are necessary for the Federal Government to determine if the name will be awarded a Trademark.

$275.00 Copyright

A copyright gives the owner of a creative work the right to keep others from using the work without the owner's permission. Copyright protection may be applied for with regards to all original expressions, including art, sculpture, music, songs, choreography, crafts, poetry, flow charts, software, photography, movies, CD-ROMS, video games, videos, web sited and graphic designs. Copyright protection lasts for many years. Most often it lasts for the life of the work's creator (its author) plus 70 years. In cases where the creator is a business, the copyright lasts between 95 and 120 years.
We will register your Copyright for $275.00 We can also get your immediate confirmation evidence for an additional $500.00

Relationship Dissolution Planning

Relationship Dissolution Planning: With divorce rates in the U.S. at astronomical numbers (almost 50% of first marriages) and the numbers are increasing which has also brought about a rise in Relationship dissolution planning. Prenuptial and postnuptial agreements are the cornerstone of solid Relationship Dissolution Planning. Our fees for prenuptial agreements begin at $800.00 and post nuptial agreements begin at $1,200.00.

Offshore Asset Protection Trust

Offshore Asset Protection Trust. Once a trust for the wealthy, the last 15 years have seen the offshore trust become a widespread tool for asset protection for people of all economic levels. There are several reasons to employ an offshore trust for asset protection; the main advantage of such a trusties the creation of it creates instant legal impediments by making any action occur in foreign jurisdictions. This will put a lot of pressure on the creditor’s attorney as they will have no knowledge of foreign trusts and foreign laws and will thus have to spend additional money to pursue assets abroad. Our offshore Trusts fees begin at $3,600.00.