Services Provided for New Businesses

(Version 040707a)

The firm handles all types of business formations and start-ups, including the formation and continued representation of corporations (both "S" and "C" corporations), professional corporations (PC), limited liability companies (LLC), general partnerships (GP), limited liability partnerships (LLP), and sole proprietorships (DBA).

The Following Services Are Provided When the Firm Is Engaged to Form a Corporation or a Limited Liability Company

When Dibble & Miller, P.C. is retained to form a corporation or a limited liability company, the client receives the following services.  These are the essential steps which must be taken to form each type of business entity. The firm charges a fixed, basic fee which includes all of these services listed below.

1. Name Search Will be Done. Each client involved in a business formation and start up will receive a name search for entity names available in New York State.

2. The Following Documents Will Be Given. Each client involved in a business formation and start up will receive, at no additional cost, the following documents:

   1. If a Corporation is Formed:

      1. NYS Department of State Filing Receipt (The Filing Receipt is Proof from NYS that the Corporation is formed. Payment of the Filing Fee Is Included in the Basic Fee Paid to the Firm)

      2. EIN (Employer Identification Number -- Equivalent to a Social Security Number for a Corporation)

      3. NYS Unemployment Tax Account Number

      4. IRS Form 2553 (Sub S Election,  if Appropriate)

      5. Proof of Filing of the NYS Registration Statement Pursuant to § 275-a of the NYS Tax Law (if Appropriate)

      6. Corporate Kit, Which Will Contain the Following:

         1. Consent In Lieu of First Meeting of Incorporator

         2. First Resolution of Board of Directors

         3. First Resolution of Shareholders

         4. Unanimous Written Consent for Board of Directors

         5. Unanimous Written Consent for Shareholders

         6. By-Laws

         7. Stock Certificates

         8. Stock Issued to the Founders

         9. Stock Transfer Ledger

         10. Stock Issue and Surrender Ledger

   2. If a Limited Liability Company is Formed:

      1. Operating Agreement

      2. NYS Department of State Filing Receipt (The Filing Receipt is Proof from NYS that the LLC is formed. Payment of the Filing Fee Is Included in the Basic Fee Paid to the Firm)

      3. EIN (Employer Identification Number -- Equivalent to a Social Security Number for a Corporation)

      4. NYS Unemployment Tax Account Number

      5. Proof of Publication of the Notice of Formation of the LLC (The Placement and the Payment for the Publication of Notices is Included in the Basic Fee)

The Following Services Are Offered At No Additional Cost When the Basic Fee is Paid to Form a Corporation or a Limited Liability Company

The firm is committed to making available to clients, who form corporations or limited liability companies, significant services at no additional cost. This is the policy of the firm in order to assist new business ventures in the start-up phase because, absent such assistance, it is believed that a new business may suffer unnecessary economic hardship affecting the prosperity of business and its future as a client of the firm.

When Dibble & Miller, P.C. is retained to form a new business entity, like a corporation or a limited liability company, the client is entitle to receive, upon request, at no additional cost, the following services in addition to the basic cost to form the business entity selected by the client.

We, at Dibble & Miller, P.C. do not know of any other law firm that provides, upon request, at no additional cost, all of the following services that are in addition to the actual formation of the selected corporation or limited liability company, for the same basic fee charged to form the entity selected by the client.

1. Entity Formation Meeting. During the meeting with the client during which the corporation or limited liability company is formed, the client can ask any question about their business activities including but not limited to (a) the formation, ownership and management of the corporation or the limited liability company, and (b) the business in which the corporation or the limited liability company will engage. This meeting can last as long as the client reasonably needs in order for the client to ask all of his or her questions and there is no extra charge for the meeting in addition to the cost to form the corporation or the limited liability company. This meeting distinguishes Dibble & Miller, P.C., from other law firms.

   In fact, the client is encouraged, prior to the formation meeting, to think about the questions that he or she would like to ask, and to write them down, not to be given to anyone at the meeting, but rather to refresh the memory of the client at the meeting, so that the client can take full advantage of the free advice available at the meeting.

   In order to give extra assistance to start up businesses, the client is afforded two opportunities to ask questions at no additional charge.  The first is at the formation meeting discussed above, and the second is at any mutually convenient time within 75 days after the corporation or limited liability company is formed. The 75 days was selected because it is the time period during which the Sub S election has to be made, if a corporation is formed and if the client elects to have the corporation be a Sub S corporation.

   These meetings can last as long as the client reasonably needs in order for the client to ask all of his or her questions. The client can bring anyone to the meeting, including the client's spouse, significant other, accountant, partners, etc. There is no extra charge for the meetings in addition to the cost to form the corporation or the limited liability company.

2. Types of Businesses Explained. Each client involved in a business formation and start-up can be advised of the difference between each of the various forms of business, that is, sole proprietorship, partnership, corporation (both "S" corporations and "C" corporations), and limited liability companies (LLC).

3. Functions of Buy-Sell Agreements and Shareholder Agreements. If there is more than one shareholder, the use of a Buy-Sell Agreement and a Shareholder Agreement can be explained.

4. Taxation of Each Type of Business Explained. Each client involved in a business formation and start up can be advised of the tax ramifications of the entity to be formed (including the difference between "S" and "C" corporations, if the corporate form is selected), and federal and state reporting requirements and start-up and on-going operational costs in order to maintain the legal existence of the business. If corporation is formed for the client, and if Sub S is elected by the client, IRS form 2553 will be filed.

5. Liability for Each Form of Business Explained. Each client involved in a business formation and start up can be advised, for each form of business, about the personal liability of the owner (for taxes, debts, employee compensation, injuries, etc.), as well as the personal liability of any business associates and relatives of the owner involved in the business.

6. Avoidance of Personal Liability Explained for Business Debts of the New Business. Advice can be given to each client involved in a business formation and start up about how to avoid, if possible, personal liability for business debts of the business.

7. Advice Can Be Given about the Proper Way to Open a Bank Account and in Whose Name It Should Be. Included in the advice given to the client can be the best way to set up bank accounts, who should be signatories on the bank accounts, and whose name should not be on the business account, and the reason why certain persons should not be signatories on business bank accounts.

8. Avoidance of Personal Liability for Sales Taxes and Payroll Taxes Can Be Explained. Included in the advice given to a client forming a new business can be how payroll and sales taxes should be paid in order to avoid personal liability of the owners and others for unpaid payroll and sales taxes.

9. Protection of Personal Assets Against Economic Hardship Explained. In order to avoid unnecessary financial hardship, the client can be advised of the best method to protect the client's assets (for example, client's home and personal property) from creditors of the business, and to reduce the client's personal liability as owner of the business, and the personal liability of any involved business associates and relatives, for taxes, debts, employee compensation, injuries, etc., if the business suffers a reduction of income, terminates operations or files for protection under the Bankruptcy Laws.