Ultimate Guide to Forming an LLC In Any State: Everything You Need to Know [NOOK Book]


Featuring updated forms and financial templates now available via download, this comprehensive toolkit provides step-by-step instructions for planning, organizing, forming, operating and maintaining a limited liability company (LLC) in any state. LLCs are one of the most flexible business formations available and for many businesses, offer the best of both worlds. As in partnerships, taxation passes through to the business, avoiding the double taxation problem with corporations. And like corporations, LLCs offer...
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Ultimate Guide to Forming an LLC In Any State: Everything You Need to Know

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Featuring updated forms and financial templates now available via download, this comprehensive toolkit provides step-by-step instructions for planning, organizing, forming, operating and maintaining a limited liability company (LLC) in any state. LLCs are one of the most flexible business formations available and for many businesses, offer the best of both worlds. As in partnerships, taxation passes through to the business, avoiding the double taxation problem with corporations. And like corporations, LLCs offer liability protection for owners and their assets. However, LLCs aren’t for everyone. To help you make an informed decision, business legal guru Michael Spadaccini provides invaluable insight, offering tips from the pros, practical experience and lists of advantages and disadvantages. This hands-on reference offers: • Instructions on how to start and maintain an LLC, including detailed requirements for every state • The pros, cons, and uses of different business formations – inclusing LLCs, corporations, sole proprietorships, and partnershipe • Details on how and when LLCs are best used for minimizing taxes, increasing liability protection and shielding assets • Contact information and summaries of incorporations laws for the 50 states and Washington, DC, including requirments and costs for creating LLCs.
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Product Details

  • ISBN-13: 9781613080139
  • Publisher: Entrepreneur Press
  • Publication date: 10/10/2010
  • Series: Ultimate Series
  • Sold by: Barnes & Noble
  • Format: eBook
  • Edition description: Second Edition
  • Pages: 196
  • File size: 6 MB

Meet the Author

Michael Spadaccini is a former practicing lawyer and author. In his law career, he helped hundreds of small businesses with their corporate and LLC formations and operations. He is the author of numerous books on business and corporate law. He lives in Austin, Texas where he continues to write and serves as a consultant advising businesses regarding their internet strategies and growth
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Table of Contents

Chapter 1 Resources-What This Book Can Offer You 1
Chapter 2 An Overview of Business Organizations 3
The Sole Proprietorship 3
The Partnership 5
Varieties of Partnerships 7
The Limited Liability Company (LLC) 9
Corporation 10
Business Form Comparison 11
Chapter 3 Information for All Businesses 13
Local Taxes, Local Licenses 13
Partnership/LLC Taxation 13
Corporate Taxation 14
Business Entity Terminology 15
Forbidden Business Purposes 15
Chapter 4 The Features of LLCs 17
How LLCs Are Managed 17
Professional Limited Liability Companies 18
Chapter 5 The Ten Steps to Organizing an LLC 19
The Role of the Organizer 19
The Role of Members 19
The Role of Managers 19
The Management Structure of LLCs 20
The Role of the Secretary of State 20
Step 1 Where Should You Organize? 21
Step 2 Select Your LLC's Name 22
Step 3 Select the Registered Agent 23
Step 4 Should You Organize Your LLC Yourself or Hire an Attorney? 24
Step 5 Determine the LLC Ownership 25
Step 6 File the Articles of Organization 27
Step 7 Order Your LLC Kit and Seal (Optional) 28
Step 8 Define the Management Structure and Choose Managers 29
Step 9 Prepare and Approve Your LLC's Operating Agreement 30
Step 10 Obtain a Federal Tax Identification Number for Your LLC 32
Chapter 6 Operating Your LLC 34
Protecting Yourself from Liability 34
LLC Formalities 34
Maintaining the Membership Ledger and Transferring Shares 37
Qualifying as a Foreign LLC 37
Reporting and Paying Taxes 38
Amending Articles of Organization and Operating Agreement 39
Ending the Life of Your LLC: Dissolution 39
Chapter 7 Protecting Yourself from Personal Liability as an Owner of an LLC 41
The Imperfect Liability Shield: Alter Ego Liability 41
A Dead Company Offers Little Liability Protection 43
Liability Protection: Corporation vs. LLC 43
The Seven Most Important Liability Protection Rules 43
Appendix A State Reference Tables 45
Appendix B Glossary 69
Appendix C Limited Liability Company (LLC) Forms 77
LLC-1, California LLC Articles of Organization 79
Sample Letter to Secretary of State Accompanying Articles of Organization 82
Sample Letter to Registered Agent Accompanying Articles of Organization 83
Short-Form Operating Agreement for Member-Managed LLC 84
Long-Form Operating Agreement for Member-Managed LLC 90
Short-Form Operating Agreement for Manager-Managed LLC 102
Long-Form Operating Agreement for Manager-Managed LLC 108
Membership Ledger 120
Investment Representation Letter 121
Appointment of Proxy for Member's Meeting 122
Call for Meeting of Members 123
Notice of Meeting of LLC Members 124
Minutes of Meeting of LLC Members 125
Action by Written Consent of LLC Members 126
Written Consent of Members Approving a Certificate of Amendment of Articles of Organization Changing an LLC's Name 127
Internal Revenue Service Tax Form SS-4 128
Internal Revenue Service Tax Form 2553 129
Appendix D Additional Forms for Managing an LLC 131
Appendix D1 Human Resource Recruitment Tools 133
1 Application for Employment-Short Form 134
2 Application for Employment-Long Form 136
3 Authorization to Release Employment Applicant Information 140
4 Pre-Employment Reference Check via Phone 141
5 Pre-Employment Reference Check via Phone (Version Two) 142
6 Pre-Employment Reference Check via Letter 144
7 Applicant Comparison Summary Form 145
8 Applicant Rating Form 146
9 Applicant Rating Form, Part Two 147
10 Offer of Employment and Employment Contract 148
11 New Employee Announcement 150
Appendix D2 Employee Records and Human Resource Management 151
12 Employee Master Database 153
13 Company Employee Handbook 154
14 Acknowledgment of Receipt of Employee Handbook 176
15 Employee Personal Information 177
16 Employee Vacation Request 178
17 Payroll Deduction Authorization 179
18 Payroll Deduction Authorization 180
19 Direct Deposit Authorization 181
20 Pay for Meal Period 182
21 Personnel Requisition (Non-Management) 183
22 Personnel Requisition (Management) 184
23 Salary Recommendation Form 186
24 Job Announcement: Open Position 187
25 Job Posting: Open Position 188
26 Job Position Description 189
27 Personnel Data Change Form 191
28 Employee Status Change 192
29 Career Development Worksheet for Management Employee Career Interests 193
30 Career Development Worksheet for Non-Management Employee Career Interests 195
31 Employee Career Development Worksheet Objectives and Results 197
32 Employee Incident and Discipline Documentation Form 198
33 Disciplinary Notice 199
34 Employee Performance Review 200
35 Time Sheet-Hourly Employees 203
36 Annual Attendance Record 204
37 Request for Leave of Absence Without Pay 205
38 Request to Inspect Personnel File 206
39 Employee Grievance Form 207
Appendix D3 Employee and Workplace Safety 209
40 Emergency Instructions 210
41 Employee Telecommuting Memo 211
42 Supervisor's Report of Work Injury 213
43 OSHA Form 300: Log of Work-Related Injuries and Illnesses 216
44 OSHA Form 300A: Summary of Work-Related Injuries and Illnesses 217
45 OSHA Form 301: Injuries and Illnesses Incident Report 218
Appendix D4 Employee Termination 219
46 Voluntary Resignation 220
47 Employee's Separation Checklist 221
48 Manager's Pre-Dismissal Checklist 222
49 Employee Exit Interview 223
Appendix D5 Miscellaneous Personnel Forms 225
50 Job Applicant Dismissal (Version 1) 226
51 Job Applicant Dismissal (Version 2) 227
52 Job Applicant Invitation 228
53 Employee Referral 229
54 Applicant Referral Update 230
55 Employee Referral Award 231
56 Notice of Established Workday and Workweek 232
57 Time Log 233
58 Client Time/Expense Sheet 234
59 Independent Contractor's Agreement 235
60 The Manager's Guide to Employee Stock Option Plans-A Concise Overview 236
61 Stock Option Memorandum to Employees 239
Appendix D6 Sales and Revenue Analysis Tools 241
62 Sales Call Log 242
63 Client/Prospect Contact Log 243
64 Sales Prospect File 244
65 Customer Satisfaction Survey 245
66 Customer Service Request 246
67 Product Information 247
68 Order Card 248
69 Work Order/Request for Quote 249
70 Sales Order Form 250
71 Daily Sales Recap 251
72 Month-to-Month Sales Comparison Log 252
73 Cash Receipts Control Log 253
Appendix D7 Credit, Billing, and Collection Tools 254
74 Authorization to Release Credit Information 256
75 Business Credit Application 257
76 Personal Credit Application 260
77 Credit Approval Form 262
78 Credit Terms Agreement 263
79 EasyPay Automatic Payment Agreement 264
80 Response to Request for Adjustment of Account 265
81 Credit Terms Reminder Letter 266
82 Past Due Reminder Letter 267
83 Past Due Reminder Letter 268
84 Past Due Demand Letter 269
85 Job Invoice 270
86 Customer Invoice 271
87 Customer Statement 272
88 Request for Payment 273
89 Short Pay Inquiry Form 274
Appendix D8 Contracts and Agreements 275
90 Bill of Sale 276
91 Unsecured Promissory Note 277
92 Secured Promissory Note and Security Agreement 278
93 Simple Commercial Lease 281
94 Consulting Services Agreement 284
95 Multimedia Development Contract 286
96 Mutual Nondisclosure Agreement 290
97 Mutual Compromise Agreement and Mutual Release 292
Appendix D9 Business Operation Tools 295
98 Vendor Information Sheet 296
99 Vendor Price and Comparison Analysis 297
100 Daily Production Planning/Schedule 298
101 Production Completion Notice 299
102 Marketing Department Budget Recap 300
103 Sales Price Estimate 301
104 Job Costing Report 302
105 Job Costing Comparison Report 303
106 Ratio Analysis Worksheet 304
107 Commission Report Worksheet 305
108 Production Efficiency Worksheet 306
Appendix D10 Cash Disbursements and Purchasing 308
109 Purchase Order 309
110 Expense Report 310
111 Petty Cash Voucher 311
112 Check Requisition 312
Appendix D11 Inventory Movement and Valuation Tools 313
113 In-House Stock Requisition 314
114 Shipping Verification 315
115 Physical Inventory Count Sheet 316
116 Physical Inventory Gain or Loss 317
117 Raw Material Shrinkage Report 318
118 Physical Inventory Valuation Report 319
119 Book Inventory Valuation Report 320
120 Physical vs. Book Inventory Cost Variance Report 321
121 Inventory Status Sheet 322
122 Authorization to Destroy Inventory 323
123 Property Loss Report 324
Appendix D12 Financial Reports 325
124 Period-End Closing and Analysis 327
125 Actual vs. Budget Income Statement 332
126 Balance Sheet Support Schedule-Cash Balance 333
127 Balance Sheet Support Schedule-Marketable Securities 334
128 Balance Sheet Support Schedule-Accounts Receivable 335
129 Balance Sheet Support Schedule-Inventory 336
130 Balance Sheet Support Schedule-Prepaid Expenses 337
131 Balance Sheet Support Schedule-Accounts Payable 338
132 Balance Sheet Support Schedule-Notes Payable 339
133 Cash Flow Forecast-12-Month 340
134 Cash Flow Forecast-Five-Year 341
135 Income Statement-12-Month 342
136 Income Statement-Quarterly 343
137 Quarterly Balance Sheet 344
138 Year-End Balance Sheet 345
Appendix D13 Miscellaneous Forms 346
139 Trademark Infringement Cease and Desist Letter 347
140 Fax Cover Sheet 348
141 Message Notes 349
142 Web Site Terms of Service 350
143 Notification of Infringement Letter Under the Digital Millennium Copyright Act 355
144 Counter-Notification Letter Under the Digital Millennium Copyright Act 356
Index 357
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