BUSINESS FORMATION AND PLANNING 1. Sole Proprietorships 2. Partnerships 3. General Partnerships 4. Limited Partnerships 5. Family Limited Partnerships (FLP) 6. Limited Liability Partnerships (LLP) 7. Corporations 8. Close (Family) Corporations 9. Publicly Held Corporations 10. Limited Liability Companies (LLC) 11. Miscellaneous Filings (Patents, TM, CR) 12. Business Planning 13. Business Sale, Purchase or Buy-Out 14. Dissolution of Business Entity 15. Workplace Harassment Prevention Training 16. Broker/Dealer Determination ("Angel" Investor "Finders") Contact us for your Business Planning needs. _______________________________________ Starting a new business? Restructuring your existing business? We can help. Our firm can help structure your enterprise to best meet your Marketing, Sales, Employee Benefit, Tax Planning, Asset Protection and Business Continuation needs. Here are some examples of the most common entity structures. Note, prices do not include filing fees or publication costs. Also, the following additional charges apply: + $500 per 3rd+ initial member/shareholder/partner; + $250 per 'sale' of asset (local real estate, etc.) to the entity [$400 if outside of Los Angeles County]. + $2,250 for personalized By-Laws. + Local, state and federal business licensing services additional. + "Urgent" filings (normally, a 30-60 day process): 3-5 days = +$750; 2-3 days = +$1,250.   1. THE SOLE PROPRIETORSHIP ($850 + fees) A sole proprietorship is an unincorporated business (a business other than a corporation) which is owned and usually managed by one person. The business has no separate existence apart from the owner. The owner and the business are one and the same. Business property is owned by the proprietor and not by the business. The business may only sue and be sued in the name of the owner, and all business assets and debts are personal assets and/or debts of the proprietor. Of the types of business organizations, sole proprietorships are by far the most common. A significant percentage of farms, retail shops and professional practices, such as law, medical, and dental offices, adopt this form of business organization. 2. PARTNERSHIPS There are three types of partnerships: general partnerships, limited partnerships (including FLP's), and limited liability partnerships. Although the differences between the three needs to be discussed with your attorney, it may help to have a basic overview here of each type before examining the details. Prices include first two (2) partners; +$500 per additional initial partner; +$2,000 for personalized partnership By-Laws. 3. General Partnership ($2,200 + fees) A general partnership is composed of partners, each of whom is an owner, shares in profits, shares in management, and is subject to unlimited personal liability for the partnership debts. Partners with these rights and responsibilities are called general partners. Thus, a general partnership has only general partners. 4. Limited Partnership ($3,000 + fees) A limited partnership, on the other hand, has both general and limited partners. A limited partner contributes capital to the partnership (capital contributions by a limited partner cannot be in the form of services) and shares in profits. However, a limited partner has no voice in management, and the limited partner’s liability for business debts is usually limited to the amount of his or her capital contribution. 5. Family Limited Partnership (FLP) ($4,500 + fees) A family limited partnership (FLP) is a business created by an agreement between an individual and certain members of the individual's family. It is typically used when an owner of real estate, a business or a farm wants to centralize and consolidate management and to reduce estate transfer costs by shifting future increases in value to younger generations. The FLP is a business and financial planning device that can combine business operational planning, personal tax planning, transfer of family wealth, and business succession planning, all under one flexible arrangement. 6. Limited Liability Partnership (LLP) ($2,750 + fees) Limited liability partnerships (LLP) may only be formed by licensed persons for the practices of public accountancy (CPA), law or architecture. 7. THE CORPORATION A corporation is a legal entity having an existence that is separate and distinct from its owners. The corporation, unlike a sole proprietorship or a partnership, is considered by law to be a separate legal "person." As a result of this separate existence, the corporation, not the shareholders, owns the corporate assets or is liable for its debts and liabilities. The corporation can sue and be sued in its name. The business debts and liabilities are those of the corporation and not those of the shareholders (unless the corporate debts are personally guaranteed by the shareholders, or if the corporate "veil is pierced.").   Tax and ownership considerations are important for small business owners when electing to operate as a subchapter “S” versus a subchapter “C” corporation.  C corporations are independently taxed entities and file a corporate tax return (Form 1120) on which they pay taxes at the corporate level. C corps also are said to pay “double taxation” if corporate income is distributed to shareholders, which would be considered personal income. Corporate income tax is paid first at the corporate level then at the individual level on dividend or salary distributions. S corporations are “pass-through” tax entities like LLC’s and Partnerships.  S corps only file an informational federal return (Form 1120S), and no income tax is paid at the corporate level. The profits/losses of the S corp instead “pass-through” the S corp and are reported on each shareholders’ personal tax returns at the individual level. C corporations have no ownership restrictions, but S corporations are restricted to no more than 100 U.S. citizen/resident shareholders.  S corporations cannot be owned by other corporations, LLCs, partnerships or many trusts.  S corporations can have only one class of stock (but S shares can have differing voting rights), while C corporations can have multiple classes.  A C corp can be converted to an S corp, but not vice versa.   Fees in #8 and #9 below include first two (2) shareholders + SoS, FBN, DBO LOEN, IRS & FTB filings; +$2,000 for personalized corporate By-Laws; +$500 per additional initial shareholder; +Local, state or federal business licensing or certification services additional.   8. Closely Held (Family) Corporations ($3,500 + fees) In contrast, a closely held corporation is one in which the shares are usually owned by only a few individuals who usually take an active role in managing the business as directors and/or officers of the company. Stock in a close corporation is rarely traded on the open market.   > Filing Statements of Information: $275 (for non-publicly traded corporation)       9. Publicly Held (Traded) Corporations ($11,000 + fees) Corporations may be generally divided into two types: publicly held and closely held. A publicly held corporation, also called a public or open corporation, is generally characterized by a large number of shareholders, most of whom do not take an active part in the management of the corporation. Further, the corporation’s stock is generally traded either on a stock exchange or over-the-counter market.   > Filing Statements of Information for Publicly Traded Corps:    $1,750.             10. THE LIMITED LIABILITY COMPANY ($1,750 + fees) Price includes first two (2) members; +$500 per additional initial member; +$250 per transfer of local asset (i.e., Los Angeles real estate) to the LLC [$400 if outside of Los Angeles County]. +$2,000 for personalized LLC By-Laws + Local, state and federal business licensing services additional.   A limited liability company (LLC), a statutory form of business entity authorized by law in all states, offers many of the advantages available to partnerships and corporations, while avoiding some of the disadvantages of these entities. An LLC is an organization that offers the pass-through attributes of a partnership and S corporation while providing the limited liability, including limited liability to all members (owners), that ordinarily exists only with a C corporation. Although similar in structure to an S corporation, an LLC offers considerably more flexibility. Persons who hold interests in an LLC are referred to as "members." The LLC equivalent of a chief executive officer or general partner is the "manager." The LLC counterpart to the Articles of Incorporation or Certificate of Limited Partnership are the "Articles of Organization." LLC operations are governed by an "Operating Agreement." The LLC business form generally allows for a more relaxed operating style, without some of the formalities required in a corporation. The LLC business form generally seeks to combine the corporate advantage of limited liability for owners with the flow-through tax advantages of partnerships—and to achieve this perhaps with less complications than an S corporation. Major advantages of LLCs include: • members are not personally liable for debts of the business, • income and expenses may flow through the business entity to the individual members for tax purposes, and • some flexibility is allowed in allocating income and losses to individual members. REAL ESTATE LLC's When forming an LLC for holding Real Estate, the property owner(s) should form one LLC per property.  This strategy will minimize cross-liability between real properties held by the same owner(s).  Our firm extends an added 20% fee discount, up to 50%, for each additional LLC. 11. MISCELLANEOUS FILINGS • Trademarks and Service Marks: from $2,250 + filing fees (+$1,500 internationally + entity formation) • Patents: from $5,000 + filing fees (+2,500 internationally + entity fees) • Copyrights: from $1,750 + filing fees (+1,250 internationally) • Unincorporated Associations • Unincorporated Nonprofit Associations • Foreign Companies 12. BUSINESS PLANNING $500 consultation plus fees below: • Co-owner Cross-purchase Agreements ($1,000) • Owner-HEIR Buy-out Agreements ($1,500) • Combined Cross-purchase/Buy-out Agreements ($2,000) • Non-Competition, Non-Use Agreements ($1,500) • Confidentiality and Non-disclosure Agreements ($500) • Combined Non-Comp/Non-Use/Confidentiality/Non-Disc ($1,750) • Business By-laws, Procedures, and Guidelines ($2,500) 13. BUSINESS MERGERS, SALE, PURCHASE OR BUY-OUT Representation in the sale or purchase of your business, or in the buy-out of a partner or shareholder, through the entire process such that business can legaly be conducted at earliest possible time.  Our fees include consultations, negotiations, offers and counter offers, state/local/federal filings (client pays fees) and other related processes. • Sale of a Business: greater of 5% or $3,500 ($4,500 if corporation). • Purchase of a Business: greater of 5% or $5,000 ($6,500 if corporation). • Buy-Out of a Partner/Shareholder: greater of 5% or $2,500. • Drafting Merger Contracts: $500 intake consultation +          + $750 standard agreement +          + $200 per non-standard (special) clause +          + $150 per redraft of each clause.

14. DISSOLUTION OF BUSINESS ENTITY     1) Sole Proprietorship: $750 + fees     2) Partnership: $1,750 (FLP: $2,200 + fees)     3) Close (Family) Corporation: $2,500 + fees     4) Publicly Held Corporation; $5,000 + fees     5) LLC: $1,750 + fees (Real Estate LLC: $5,000 + fees)     15. WORKPLACE HARASSMENT PREVENTION TRAINING We offer three levels of workplace harassment prevention training and resolution services for you and your employees.  This often required training will not only increase your business' protection against a successful harassment lawsuit, it will improve your workplace environment, and therefore, productivity and retention. a. Employer Training ($550): Help you, the employer, to better understand workplace harassment issues + establish policies, procedures and forms to minimize workplace harassment and legal exposure. b. Employee Training ($1,750; $2,500 if > 15 EE): The above employer training in (a) + a one hour educational seminar for employees + acceptance of 3 harassment reports on your behalf*.  $500 per each additional one hour seminar.  [*We will accept and relay to you 3 employee reports of harassment incidents.] c. Employee Mediation ($2,000 for first 3 hours, $400/hour thereafter): Mediation services to facilitate productive communication to amicably resolve workplace harassment incidents so the involved parties can continue working together in a comfortable work environment. 16. BROKER/DEALER DETERMINATION ("Angel" Investor "Finders") Do your business activities require you to register as a Broker/Dealer (B/D) or Registered Representative (RR) with the SEC, or do you fall within limited exceptions to the registration requirement? If you or your business bring investors together with issuers of stock, investment opportunities, commercial or venture capital projects, you likely need to register as a B/D or RR. Please keep in mind that if you are in fact required to register as a B/D or RR, failure to do so may result in significant CIVIL as well as CRIMINAL penalties. B/D Evaluation: $750 SEC Determination Letter: $2,500 + fees Discounts available on Flat Fee services on a sliding scale. _____________________________________________ This service is designed to provide accurate and authoritative information in regard to the subject matter covered. While the publisher has been diligent in attempting to provide accurate information, the accuracy of the information cannot be guaranteed. Laws and regulations change frequently, and are subject to differing legal interpretations. Accordingly, neither the publisher nor any distributor of this service shall be liable for any loss or damage caused or alleged to have been caused by the use of or reliance upon this service.  Law Office of David Barlavi, 25060 Avenue Stanford #235, Valencia, CA 91355. Tel: (661) 775-0237. E-mail: yinvest@pacbell.net