BRAS, LTD
Baloun Registered Agent Services, Limited (BRAS, LTD) was organized in 2014 in the state of Illinois to expand on paralegal services related to the duties of the Corporate Secretary and LLC Secretary, and to offer services to persons who are not yet clients of our affiliate,
Baloun & Company, Certified Public Accountants.
Baloun & Company has been providing registered agent services to clients as a natural extension of the accounting and tax services provided to small and medium sized businesses since 1978. Our scope of services has greatly expanded as new regulations require specially trained staff to provide specialized services to our clients year round.
While we offer exclusive professional registered agency services to our clients in Illinois, BRAS LTD also offers much more to the small business owners and entrepreneurs. Other specialized services include:
- Consulting of Annual Board Meeting and Meeting Minutes
- Review of Corporate Entity Election and Tax Returns.
- Reinstatement Services of Corporate or LLC Dissolution
- And much more!
WHEN IS A REGISTERED AGENT NEEDED?
All business entities are required to appoint and maintain a registered agent – commonly referred to as an agent for service of process, or a statutory agent. Once named, the designated registered agent provides a variety of services, such as accepting and forwarding general correspondences, important state documentation (annual report filings, etc.), and time-sensitive legal documents (service of process). While the appointed agent may be an individual member of the corporation, more often than not a professional registered agent such as BRAS, LTD is designated.
Designating a service company as your registered agent can also eliminate potentially inconvenient and embarrassing situations associated with being served legal papers on the company premises.
When selecting a third party to act as a registered agent for your company, it is important to designate a company that values you. At Baloun Registered Agent Services, Ltd., we provide privacy and accuracy in a professional environment – ensuring you get the outstanding service you deserve.
By working with Baloun & Company or your existing trusted advisors, we can ask you the proper questions after discussing your business plan with your accounting and tax advisors in order to achieve you goals of asset protection and tax savings.
Once we agree on the appropriate structure for you new venture, we can take immediate action to incorporate or to organize a Limited Liability Company in the state of Illinois. We have formed entities in other states for asset ownership and operation of real estate ventures, but our extensive experience with the state of Illinois does not necessarily translate to other jurisdictions. In those cases we will work with a local attorney who has competence in dealing with the laws of the other states in which you are going to be doing business.
Appointing a professional service company like BRAS, LTD has many benefits such as:
a) Corporate Name Monitoring
b) Managed Reporting Services
c) Entity Management
d) Annual Corporate Tax and Entity Review
e) Corporation and LLC Reinstatement Service
f) Dissolutions and Withdrawals
WHY NAME BALOUN REGISTERED AGENT SERVICES, LTD.
TO BE YOUR REGISTERED AGENT?
BRAS, LTD offers reliable statutory representation to corporations and limited liability companies. Our unparalleled professionalism, industry knowledge, and competitive rates ensure that you’re receiving top-quality service at a reasonable price.
Upon hiring Baloun Registered Agent Services, Ltd. as your registered agent, you can expect:
a) BRAS, LTD’s trained professionals to preform annual reviews of the status of your entities, ensuring that they remain in compliance.
b) Ensured privacy, since BRAS, LTD accepts service of process, not someone in your office.
c) Prompt notification (via email and/or phone) that service of process has been received.
d) Important documents and time-sensitive materials (tax lien notices, annual reports and general correspondence) forwarded in an expeditious manner.
e) Annual report filing reminders, approximately 45 days before the report is due.
f) Our trained agents are available to promptly answer your calls.
g) If you’re not already using Baloun Registered Agent Services, Ltd., we’ll make the transition easy for you – confirming your entity’s status and preparing the change-of-agent paperwork.
Whether you choose to prepare the documents yourself or enlist our help, BRAS, LTD will ensure that you get a Federal Employer Identification Number (FEIN) and submit an application to your home state for business taxes anticipated, as well as the finer details that some business owners may not be aware of.
Baloun & Company, BRAS LTD’s affiliate, is ready to assist you in crucial decision making with entity consultation and selection, implementation and formation of the entity, business licensing, organization and registration.
baloun & company entity selection and formation
Our affiliate, Baloun & Company, LLC Certified Public Accountants, has developed expertise in helping entrepreneurs launch new businesses over the last 40 years. The most critical decision-making for new businesses is related to the selection by the entity from both a legal and tax standpoint.
Although the practice of incorporation and organizing entities has traditionally been dominated by attorneys, many nationwide businesses such as Legal Zoom have been helping individuals and entrepreneurs form asset protection entities for several years, and have encroached on the attorney “monopoly”. Many states have made it easy for individuals to form their own entities, and many individuals have chosen to go down that path on their own, before engaging a Corporate Attorney or Certified Public Accountant.
Forming an entity can be deceivingly simple, or a daunting process for “do it yourselfers”, so should consider allowing Baloun & Company to assist with making the incorporation process seamless. Our trained and experienced professionals will prepare the necessary documents (in most states) to form your entities, including corporations, and limited liability companies (LLCs). We work with your existing trusted advisers as team members to provide basic services, and while we are aware of legal issues, we do not practice law, or infringe on your existing relationships.
Incorporation and LLC organization services include:
a) Check for name availability
b) If requested, reserve a name with the state
c) Fill out the “Articles of Incorporation” or L.L.C. formation forms
d) Obtain signatures
e) Disburse our check (or yours) for Secretary of State fees
f) Transmit the application to the Secretary of State using normal two week processing (or expedited overnight processing for an extra $100 charge by the State)
g) Apply for Federal Employer Identification Number (FEIN)
h) Register the organized business with State Department of Revenue and Labor
i) Apply for S-Corporation status, when appropriate
Our incorporation services are appropriate for single-owner entities and simple entities for real estate, equipment leasing and certain businesses not exposed to risk of dealing with the general public.
Clients sometimes engage an attorney to handle all aspects of organizing a corporation and drafting shareholder agreements, contracts, subscription agreements, and they conduct negotiations with the initial shareholders. Our pre-organizational services help you make important decisions and coordinate with your counsel to ensure that those important documents are put in place from day one. The legal process is somewhat expensive and the results are sometimes incomplete because clients balk at fees and lose interest in pursuing execution of buy/sell or stock redemption agreements. We will encourage you to keep the process on track.
Essentially, we will guide you through the legal process of setting up and maintaining your Corporation of LLC to assure compliance and you best possible tax advantages are addressed.
CORPORATE ENTITY AND TAX ELECTION REVIEW
On an annual basis, BRAS, LTD will work directly with the person responsible for the governance and tax matters of your corporation to revisit services relative to your entity selection and tax reporting for the prior fiscal year. Once a comprehensive review of your current and foreseeable situation has been determined and documented, recommendations will be discussed. We take a personalized approach in the presenting all advantageous options based on our recommendations and your responses, as well as the best possible, expeditious, and effective solutions to any problems that may arise during our extensive review process.
This annual review is what separates us from other legal, accounting and tax firms.
ANNUAL MEETINGS
BRAS, LTD will offer you expertise and knowledge in the areas of, assisting with shareholder meetings and corporate compliance, forming a corporate mission statement, providing key employee job descriptions, and many other basic structural components of building a successful legal entity from the ground up. In order to safeguard your entity’s “corporate veil”, compliance with corporate law and to avoid any and all liability issues, an Annual Meeting is required.
One of the requirements for maintaining a LLC.’s existence (and the liability protection that it affords), is that the members must meet at least annually. Although people may view this requirement as a necessary evil, it doesn’t have to be a waste of time. For example, in addition to being a first step in making sure the corporation is respected as a separate legal entity, an annual meeting can be used as an important tool to support your company’s tax positions.
Besides the election of officers and directors, other actions that should be considered at the annual meeting include the Directors approving the accrual of any bonuses and retirement plan contributions, and ratifying key actions taken by corporate officers during the year. The directors should also specifically approve any loans to Shareholders to lessen the opportunity for the IRS to reclassify the loans as taxable dividends. In addition, if the corporation is accumulating a significant amount of earnings, the Minutes of the Meeting should generally spell out the reasons for the accumulation to help prevent an IRS attempt to assess the accumulated earnings tax. Retirement plan regulations require approval of annual contributions.
These are just a few examples of why well documented annual meetings can be an important part of a corporation’s tax records. We would be happy to be involved in arranging a hosting of your company’s annual meeting and to assist in making sure tax effective Minutes of the Meeting are prepared. When scheduled shortly before the corporation's year-end, many companies consider the annual meeting as an opportune time for their Accountant and Attorney to plan together for the wrap up of the year.
The IRS frequently scrutinizes compensation of officers and looks to judge “reasonable compensation” level so salaries and bonuses should be discussed and approved annually.
DISSOLUTIONS AND WITHDRAWALS
Until you are confident there are no potential un-asserted claims against your business which might land on your shoulders if your entity ceased to exist, you would be well advised to keep the entity and the “corporate veil” intact, and to wait for the appropriate time to close your account with the state.
Once your company has served its purpose or is no longer doing business, and that there are no lingering doubts about ongoing liability, it is important to have it legally dissolved or withdrawn from the state(s) it is registered in, in order to terminate tax filing requirements. Until a corporation, limited-liability company, limited partnership and/or other business entity takes the legal steps necessary to nullify its existence; it continues to be accountable for state licensing and taxation requirements. Once an entity has been legally dissolved or withdrawn within a state, the company’s exposure to such liabilities as taxes, fines, penalties, and interest can be terminated.
Regardless of whether or not you utilized Baloun & Company’s services to form your entity, we can assist you with its dissolution or withdrawal, ensuring it is processed and documented in accordance with the laws of the state(s) in question.
REINSTATEMENT SERVICE
If your entity has been dissolved or is in jeopardy of being dissolved, BRAS LTD will complete the required reinstatement forms and annual reports necessary for your corporation or LLC’s reinstatement of good standing. It is imperative to take immediate action to reinstate the entity that is being dissolved by the State of Illinois, or you may be left subject to personal liability for the entity’s debts.
ABOUT
Our founder, James Allen Baloun, has focused his attention on “Entity Selection” as part of specialized consulting, which he offers to aircraft purchasers, as well as new business owners. James has spent many classroom hours and has reviewed many documents written by attorneys, tax accountants, and tax attorneys who are regularly confronted with the complications of defending their clients from civil litigation as well as tax litigation before the U.S. Tax Court.
James has first-hand experience with clients since founding Baloun & Company in 1978. The lessons to be learned from the case studies documented by some of the top attorneys in the country, provide James with insights which give him a unique advantage in getting to the bottom of cases for clients and their new ventures.
Contact
2280 Hick Road, Suite 500
Rolling Meadows, IL 60008
(847)-812-0661
[email protected]
F.A.Q.’s
Q: What is a Registered Agent?
A: Traditionally, in United States business law, a registered agent, also known as a resident agent or statutory agent, is a business or individual designated to receive service of process (SOP) from the state government on behalf of an entity. SOP may consist of official documentation regarding taxes, keeping the entity in good standing, or legal documentation if, for example, the entity were involved in a lawsuit.
Q: Why appoint BRAS LTD as my Registered Agent?
A: BRAS LTD offers a unique, essential service above and beyond handling government documentation for our clients, such as entity selection consulting and corporate veil protection. We will meet with you on a regular basis to maintain the integrity and security of your entity’s status.
Q: Why do I need a Registered Agent?
A: Most jurisdictions in the United States require that a business entity must assign and maintain a Registered Agent. Penalties for not doing so may result in penalties such as imposing fees or revoking the entity’s legal status.
Q: What are the benefits of a Registered Agent?
A: A Registered Agent’s responsibility is to essentially keep your business in good standing with the Secretary of State. Your entity will remain protected by the Registered Agent’s ability and commitment to monitoring all state government requirements of the entity. This ranges from taxes due, annual reports due, or any legal notice regarding the entity. The Registered Agent will generally work directly with your appointed company Corporate Secretary or an Officer to ensure that all deadlines are met to remain in good standing.
Q: How do I change my Registered Agent?
A: The State of Illinois offers two ways of changing a registered agent; one is done online, and the other is to download forms and mail them in to be processed. There is a nominal fee involved in both cases. We at BRAS LTD will gladly help you through the process on your behalf.