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Companies Incorporation

Manage Your Company

Propiedad Intelectual

Business Contracts

International Contracts

Chinese Contracts

Artists & Manager Contracts

Commercial Letters & Trade Documents

Companies Incorporation

Limited Liability Company

The LLC or Limited Liability Company is the newest form of business incorporation, and is often described as a combination of a corporation and a partnership. Over 80% of small businesses are LLCs, and for many good reasons. With less requirements and more flexible ownership options than the other entities, LLCs provide business owners with limited liability protection. This means that the company assets are typically owned by the LLC and are separate from the personal assets from that of the LLC owner(s).

One of the most advantageous aspects of the LLC is that it has the ability to choose how it is treated as a taxable entity. According to the IRS an LLC is, by default, federally taxed as a partnership (in the case of a multi-member LLC) or as a sole proprietor (in the case of a single member LLC). The LLC, however, may elect to be taxed as a C or S corporation at any time the members so choose. This can be useful if the income from your business tends to fluctuate.

C-Corporation

A C corporation, or C-Corp often just called a generic corporation is the oldest and one of the most common business entities. A C corporation is a completely separate tax and legal entity from its owners.

When you look at all of the requirements placed on C corporations, you might wonder why anyone would form one. The C-Corp does offer several unique benefits. While all business entities can provide fringe benefits to its owners and/or employees, the Corporation allows for a greater range of fringe benefits. Forming a C-Corp is also advantageous to corporate tax treatment and income splitting. The tax rate on corporate income is usually lower than the tax rate on personal income up to the first $75,000 in income. The owners can arrange salaries and bonuses in conjunction with retained corporate earnings to lower their overall tax rate.

S- Corporation

An S corporation is a special type of corporation that draws its designation from Subsection S of the tax code. To start an S corporation, a small business owner starts a C corporation, then files a Form 2553.

S-Corps do have more operating requirements and ownership restrictions than an LLC, but they also have significant advantages. One advantage of the S Corporation is that like the LLC it receives pass through taxation.

Pass through taxation simply means that federal income tax is not assessed at the entity level; profits are distributed in the form of dividends and flow through to the individual tax returns of the shareholders, and the IRS taxes the shareholders at their individual income tax rate and not at the entity or corporation level. Unlike an LLC, Forming an S Corporation can give you the ability to minimize payroll and self employment taxes, resulting in significant savings in certain situations.

Nonprofit Corporation

A Non Profit corporation is a corporation whose principal purpose is public benefit. It provides a shield against potential liability for its directors, officers and employees. If classified correctly with the IRS, nonprofits are exempt from federal, sales, and property taxes.

Despite this entity’s name, a Non Profit Corporation may generate a profit. Non Profit does not literally mean that a your corporation cannot make a profit. A Non Profit Corporation can acquire more income than it spends on its exempt purpose. This profit can be utilized for operating expenses, including salaries. However, a Nonprofit Corporation may not utilize its income to profit any director or officer.

Manage Your Company

Amendment

When you first filed to become a legal business entity, part of the process included creating Articles of Incorporation or Articles of Organization. The information that you submitted contained the name of the business, which business structure best suited your needs (such as an LLC, S Corporation, C Corporation or a Nonprofit Corporation), the appointed registered agent’s name and contact information, the effective date in which you started the business and the names of the current partners or shareholders.

As time passes and businesses evolve, you may find that you are in a situation where your business name no longer fits the services you provide or perhaps the leadership team of your company is undergoing changes. Any major event that alters the information on your Articles of Incorporation or Articles of Organization needs to be reported to your secretary of state by filing an Articles of Amendment form.

Foreign Qualification

Your business is expanding beyond your local region. Or perhaps you are an Internet business with fulfillment centers in multiple locations. This may mean you are doing business in a “foreign” state. What do you do? We have the answers to all your questions regarding what constitutes doing business in another state and how to get the proper paperwork done to be legitimate.

Therefore, it is important that when your company is located in or operates within a state other than the place of original incorporation, you are given the proper rights to conduct business there. This actually means you need to obtain a Certificate of Authority.

Certificate of Good Standing

A Certificate of Good Standing is an official document issued by your state’s secretary of state office to verify that your business is compliant within the state of incorporation and therefore is in “good standing.” Just like having a driver’s license or other forms of personal ID, a Certificate of Good Standing proves that your LLC or corporation is officially registered and authorized to operate in your home state.

File Annual Report

An Annual report is a filing that details a company’s activities throughout the prior year. Annual reports are intended to give state governing authorities information regarding the names and addresses of directors or managing members of a corporation or LLC as well as the company and registered agent address. In some state the annual report is filed at a pre determined date for all entities regardless of the date of formation while other states require that the annual report is filed on the anniversary date of formation.

If you’re a business manager, director, or owner, you have a requirement to follow certain rules and regulations. One of those is filing an annual report for your business. We’ll explore what an annual report is, how to file it, what it should contain, and other useful information.

One important point — When we discuss annual reports, we’re talking about formal requirements to produce a report and file it with your Secretary of State. However, you may also produce additional annual reports for your investors, shareholders, and other stakeholders. We cover those later in this piece.

File Business Taxes

As a business owner, it’s important to understand your federal, state, and local tax requirements. This will help you file your taxes accurately and make payments on time. The business structureyou choose when starting a business will determine what taxes you’ll pay and how you pay them.

Income Tax – Employment Taxes – Excise Tax – Property Tax – Sales and Use Tax – Estimated Tax – Selfemployment Tax

Dissolution

A corporation or LLC can come to a place of dissolution for several reasons. It can simply be a decision you’ve made for your company because it is no longer successful, you are moving on to a new adventure or your shareholders wish to dissolve its assets. This will, fortunately, stop the necessary tax filings and other requirements that come with having a record of operation on file with the secretary of state. But, the emotional decision to dissolve your company can be tough at times, if you put your heart and sweat into building your own business.

Fictitious Business Name

A “Fictitious Business Name” (FBN) is a name you choose to do business under that can be different from the official legal name of your LLC or corporation. Fictitious business names normally need to be filed with the Secretary of State or other entity that governs business formation in your state. If your business operates in multiple states, you’ll likely need to file a fictitious name in any state where you have a presence.

A fictitious business name may be described in different ways by different states. For example, Maryland uses the term “Trade Name” and Illinois calls them “Assumed Names,” while other states may call them “Doing Business As” names. Regardless of the specific term, they all do similar things: allow your business to operate under a different name than the one it was formed with.

Business License

As a business owner, you are responsible for making sure your business has the proper federal, state and local licenses and permits to operate legally. A business license ensures you are legitimately doing business in a particular locale. Every new business must apply for a business license. But, don’t be fooled, your corporation or LLC may need more than one license, or permit, to fully operate at the state level.

Propiedad Intelectual

Trademark, Patent & Copyright

A trademark is a word, phrase, symbol, and/or design that identifies and distinguishes the source of the goods of one party from those of others. A service mark is a word, phrase, symbol, and/or design that identifies and distinguishes the source of a service rather than goods. Some examples include brand names, slogans, and logos. The term “trademark” is often used in a general sense to refer to both trademarks and service marks.  

Unlike patents and copyrights, trademarks do not expire after a set term of years. Trademark rights come from actual “use” (see below). Therefore, a trademark can last forever – so long as you continue to use the mark in commerce to indicate the source of goods and services. A trademark registration can also last forever – so long as you file specific documents and pay fees at regular intervals.

A patent is a limited duration property right relating to an invention, granted by the United States Patent and Trademark Office in exchange for public disclosure of the invention. Patentable materials include machines, manufactured articles, industrial processes, and chemical compositions. The duration of patent protection depends on the type of patent granted: 

  • Design Patents – 15 years from issuance for applications filed on or after May 13, 2015 (14 years from issuance if filed before May 13, 2015)
  • Utility patents and plant patents – 20 years from the date on which the application for the patent was filed in the United States or, in special cases, from the date an earlier related application was filed.

A copyright protects original works of authorship including literary, dramatic, musical, and artistic works, such as poetry, novels, movies, songs, computer software, and architecture. The duration of copyright protection depends on several factors.  For works created by an individual, protection lasts for the life of the author, plus 70 years. For works created anonymously, pseudonymously, and for hire, protection lasts 95 years from the date of publication or 120 years from the date of creation, whichever is shorter.

Letter of Direction

A Letter Of Direction is used when one party to a contract wishes to notify the other party to a contract to direct payment to another person.

Live Performance Agreement

A Live Performance Agreement is used when a performing artist agrees to perform live at a venue.

Music Video Production Services Agreement

A Music Video Production Services Agreement is a contract between a record label or an artist that is hiring a person to provide services in some aspect of the production of the video.

Parental Consent and Guarantee

A Parental Consent and Guarantee is a document that is used when a minor  (under the age of 18) is being signed to a contract and the contracting party wants a parent or guardian to provide both a consent for the minor to enter into the contract and an agreement to be liable for the performance of the contract.

Producer and Artist Production Agreement

A Producer And Artist Production Agreement is used when a producer enters into a contract with an artist to produce one or more of the artist’s recordings. This agreement works whether the artist will own and release the recordings or if the artist is signed to a record label.

Artist Business Manager Agreement

An Artist Business Manager Agreement is used by a business manager when contracting with an artist.

Artist Management Agreement

An Artist Management Agreement  is used by a personal manager to contract with a recording and performing musical artist to set the terms for managing the artist’s career. The manager receives a percentage of all the income generated by the artist for the management services provided.

Artist Management Agreement (Master Rights)

An Artist Management Agreement  (with Master Rights) is used by a personal artist to contract with a recording and performing musical artist to manage the artist’s career. This contract also provides a manager with rights and higher profits on the sale of recordings released during the contract period before an artist signs a record deal if the manager financially assists the artist in the production of the artist’s recordings. 

Demo Recording Shopping Agreement

A Demo Recording Shopping Agreement is used by a representative that will shop or pitch a recording artist’s demo recordings and promotional package to record labels with the intent of getting a record deal for the artist.

Intellectual Property Services

Businesses and innovators need easy, cost-effective ways to protect their inventions, their brands, and their designs in multiple countries.

WIPO offers a range of global services for protecting intellectual property (IP) across borders, and for resolving IP disputes outside the courts.

Protecting intellectual property

Whether you are a multinational business or an individual, our services provide you with a fast, efficient and cost-effective route for protecting your inventions, trademarks or designs across borders.

Logo WIPO PCT

The International Patent System

Seek patent protection in multiple countries by filing one international application. The PCT system:

  • postpones the major costs associated with international patent protection;
  • provides you with a strong basis for patenting decisions;
  • is used by the world’s major corporations, research institutions and universities.

Logo WIPO Madrid

The International Trademark System

Register your trademarks in multiple countries by filing one international application. The Madrid System:

  • saves you time and money;
  • includes members representing over 80% of world trade;
  • enables you to manage and renew your marks through one centralized system.

Logo WIPO Hague

The International Design System

Register industrial designs in multiple countries with a minimum of formalities and expense. The Hague system:

  • replaces multiple registrations with just one;
  • lets you register up to 100 industrial designs with one form;
  • makes management of your registered designs easier — record changes or renewals through a single step.

Logo WIPO Lisbon

The International System of Geographical Indications

The Lisbon system provides a means of obtaining protection for appellations of origin in several countries through a single registration procedure in one language, with one set of fees in one currency.

Logo WIPO PROOF

Trusted Digital Evidence

WIPO PROOF is a fast, effective and affordable way to safeguard your valuable digital assets at any stage of their development on the route from concept to commercialization.

Protecting state emblems (Article 6ter)

Article 6ter of the Paris Convention enables governments to protect their flags and other state emblems; and intergovernmental organizations to protect their names, abbreviations and emblems.

International Contracts

ALL INTERNATIONAL CONTRACTS

List of International Contracts that T&T offer you:

  • International Sale Contract
  • International Distribution Contract
  • International Commercial Agency Contract
  • International Sales Representative Agreement
  • Intermediary Contract for Trade Operations
  • International Joint Venture Contract
  • International Strategic Alliance Agreement
  • International Franchise Contract
  • International Services Contract
  • International Consulting Contract
  • International Maintenance Contract
  • International Technology Transfer Agreement
  • International Trademark License Agreement
  • International Manufacturing License Agreement
  • International Know-How Agreement and Contract
  • International Software License Agreement
  • International Software Distribution Agreement
  • International Supply Contract
  • International Manufacturing Contract
  • International Sales Commission Agreement
  • International Buying Agent Contract
  • International Real Estate Agent Contract
  • International Construction Contract
  • Logistics Services Contract
  • Export Contract
  • Import Contract
  • Confidentiality Agreement
  • Expatriate Contract of Employment
  • International Contracts in English
  • NCND Non-Circumvention & Non-Disclosure Contract

International Sale Contract

This model of international sale contract is used by companies positioned in different countries for the sale and purchase of goods. The exporter (Seller) is responsible for delivering the stated products, and the importer (Buyer) shall acquire them under the agreed conditions of payment, delivery and transaction schedule.

This contract is intended to be used for the sale of products from business to business, not to end clients, and where each operation represents a sale in itself, that it is to say, it is not a long-term agreement for the supply of products. It that were the case, it is preferable to use the model of International Supply Contract.

It is designed for the international sale of different types of products (raw materials, manufacturing parts, consumer goods, equipment/machinery, etc.). To ensure a contract that best suits your needs, we have listed a number of options for you to choose from for certain specific aspects of the contract (products, price, form and date of payment, delivery period, etc.).

Furthermore, this contract was created in line with the principles established in 1980 Vienna Convention on the International Sale of Goods.

International Commercial Agency Contract

This contract is used for activities requiring a commercial agent to promote the sale of goods in overseas markets. This contract was worded so that it may be easily tailored to the requirements of each activity and agent type.

In this contract, one party asks another party, either a person or a company to carry out the promotion of international trade transactions for a continuous period of time as an independent intermediary without assuming liability for those transactions. The intermediary receives payment exclusively through commission on transactions which are completed successfully, and in some cases, certain costs may be taken into account, for example, trips expenses or promotional activity.

To ensure a contract that best suits your needs, we have listed a number of options for you to choose from for certain specific aspects of the contract (exclusivity, objectives, amounts to be paid and calculation of commissions, information, rescission, damages, etc.).

The contract also includes an optional clause on sales made through the Internet to clients established in the Territory of the Agent.

The contract is created according to commercial practices about agency contracts accepted in local laws. Additionally, it complies with the UNIDROIT Principles of International Commercial Contracts and refers to European Commission Directive 86/653 about agency contracts.

International Distribution Contract

The International Distribution Contract is designed to be used where a Supplier grants to a Distributor the right to promote and commercialize merchandise under its own name and on its own account with the intention of re-selling it to end clients or retailers located in an agreed territory.

This contract can be used for the international distribution of different types of products such as food, beverages, consumer goods, industrial supplies, machinery, etc. It can also be edited to be used for other types of distribution, i.e. mass, selective and exclusive.

To ensure a contract that best suits your needs, we have listed a number of options for you to choose from for certain specific aspects of the contract (products and territory, exclusivity, non-competition, prices, delivery and payment conditions, promotional activities, services etc.).

Furthermore, this model contract includes references to the regulations of the EU and competition rights which influence distribution contracts undertaken in the member countries.

International Sales Representative Agreement

This contract is intended to be used when one company, which supplies products or services, is interested in expanding its sales overseas and appoints either an individual or a company (the Representative) with abundant knowledge and expertise in overseas trade and international marketing.

This contract allows the Representative to negotiate and close negotiations on the company’s behalf. Nevertheless, when negotiating with clients, the Representative shall offer the products strictly according to the clauses and circumstances of the sale, which the company has predetermined.

The Representative carries out his/her activity continuously and is paid by commission based on sales achieved, although on occasions there may be agreement as to the payment of fees for management and representation expenses.

To ensure a contract that best suits your needs, we have listed a number of options for you to choose from according to who drafts the contract (Company or Representative), for certain specific aspects of the contract (commitment to non-competition, negotiation of transactions, remuneration of the Representative, management costs, compensation).

Chinese Contracts

Purchase Contract for China

The Purchase Contract for China in two languages English and Chinese should be used for companies (especially SMEs) who purchase and import products from China. The contract is written from the perspective of the foreign company that buys products in China.

The contract includes two documents: the General Terms and Conditions for Purchase of Goods and the Purchase Order. In the case of repetitive purchases from the same supplier, the General Conditions of Purchase (delivery, quality, warranties, etc.) must be signed once, and use the Purchase Order for every purchase made.

The contract is adapted to the uses and commercial practices of the Chinese market and Chinese contract law (People’s Republic of China Contract Law). Together with the contract, we provide a guide in English on Negotiating Contracts in China.

Distribution Contract for China

Model of Distribution Contract for China in two languages English and Chinese, that governs the relations between a company and its distributor in China. The contract includes, among others, clauses on exclusivity, non-competition commitment, protection of intellectual property rights, confidentiality and resolving conflicts.

The contract is adapted to the uses and commercial practices of the Chinese market and Chinese contract law (People’s Republic of China Contract Law). Together with the contract, we provide a guide in English on Negotiating Contracts in China.

Confidentiality Agreement for China

The purpose of this Manufacturing Contract for China is to offer a guarantee to foreign companies subcontracting their manufacturing in China that the manufactured products comply with certain technical and commercial requirements, and also that the Chinese manufacturer complies with the confidentiality and intellectual property rights of the foreign company. This type of contract is known in China as OEM Manufacturing Contract (OEM – Original Equipment Manufacturing)

The contract is adapted to the uses and commercial practices of the Chinese market and Chinese contract law (People’s Republic of China Contract Law). Together with the contract, we provide a guide in English on Negotiating Contracts in China.

This contract is in two languages English and Chinese, and is used when the foreign company gives precise instructions to the Chinese manufacturer so as to manufacture customised products in terms of specifications, materials used, packaging and wrapping, equipment, designs and models, and the use of confidential information. If the company prefers to contract the manufacturing of standard products without a high degree of value added in China, then it is preferable to use the Supply Contract for China.

Supply Contract for China

Model of Distribution Contract for China in two languages English and Chinese, that governs the relations between a company and its distributor in China. The contract includes, among others, clauses on exclusivity, non-competition commitment, protection of intellectual property rights, confidentiality and resolving conflicts.

The contract is adapted to the uses and commercial practices of the Chinese market and Chinese contract law (People’s Republic of China Contract Law). Together with the contract, we provide a guide in English on Negotiating Contracts in China.

Manufacturing Contract for China

The purpose of this Manufacturing Contract for China is to offer a guarantee to foreign companies subcontracting their manufacturing in China that the manufactured products comply with certain technical and commercial requirements, and also that the Chinese manufacturer complies with the confidentiality and intellectual property rights of the foreign company. This type of contract is known in China as OEM Manufacturing Contract (OEM – Original Equipment Manufacturing)

The contract is adapted to the uses and commercial practices of the Chinese market and Chinese contract law (People’s Republic of China Contract Law). Together with the contract, we provide a guide in English on Negotiating Contracts in China.

This contract is in two languages English and Chinese, and is used when the foreign company gives precise instructions to the Chinese manufacturer so as to manufacture customised products in terms of specifications, materials used, packaging and wrapping, equipment, designs and models, and the use of confidential information. If the company prefers to contract the manufacturing of standard products without a high degree of value added in China, then it is preferable to use the Supply Contract for China.

Joint Venture Contract for China

The purpose of this Manufacturing Contract for China is to offer a guarantee to foreign companies subcontracting their manufacturing in China that the manufactured products comply with certain technical and commercial requirements, and also that the Chinese manufacturer complies with the confidentiality and intellectual property rights of the foreign company. This type of contract is known in China as OEM Manufacturing Contract (OEM – Original Equipment Manufacturing)

The contract is adapted to the uses and commercial practices of the Chinese market and Chinese contract law (People’s Republic of China Contract Law). Together with the contract, we provide a guide in English on Negotiating Contracts in China.

This contract is in two languages English and Chinese, and is used when the foreign company gives precise instructions to the Chinese manufacturer so as to manufacture customised products in terms of specifications, materials used, packaging and wrapping, equipment, designs and models, and the use of confidential information. If the company prefers to contract the manufacturing of standard products without a high degree of value added in China, then it is preferable to use the Supply Contract for China.

Business Contracts

Confidentiality Contracts

  • Confidentiality Contract between Companies
  • Confidentiality Contract for Product or Business Idea
  • Confidentiality Contract for Employees
  • Confidentiality Contract for Consultants and Contractors

License & Franchise Contracts

  • Trademark License Agreement
  • Technology Transfer Agreement
  • Software License Agreement
  • Franchise Contract
  • Master Franchise Contract

Shareholders Agreements

  • Shareholders Agreement for a New Company or Startup
  • Investors Agreement
  • Business Plan for Investors
  • Business Proposal for Investors

Business Contracts

  • Strategic Alliance Agreement
  • Joint Venture Agreement
  • Manufacturing Contract
  • Supply Contract
  • Service Provider Contract
  • Consulting Services Contract

Commercial Contracts

  • Exclusive Distribution Contract
  • Commercial Agency Contract
  • Sales Representative Agreement
  • Sales Commission Contract
  • Real State Agent Agreement

Business Letters &

Trade Documents

Letters of Intent

  • Letter of intent for international sale
  • Letter of intent for international distribution
  • Letter of Intent for international joint venture

Letters for Importer

  • Request for information to an overseas supplier
  • Offering as agent/distributor
  • Reply to proposal for strategic alliance
  • Making contact after a trade fair
  • Request for samples and catalogues
  • Tender for commercial offer and sales conditions
  • Acceptance of sales conditions
  • Renegotiation of a commercial offer
  • Renegotiation of a contract
  • Placing an order
  • Cancelling an order
  • Request to shorten delivery period
  • Notification of letter of credit opening
  • Request for postponement of payment
  • Complaint about delivery of faulty goods

Trade Documents

  • International Proforma Invoice
  • International Commercial Invoice
  • Packing List
  • Delivery Note
  • International Purchase Order
  • General Conditions of International Sale
  • CMR Transport Documents
  • Bill of Lading B/L
  • ATA Carnet
  • Irrevocable Letter of Credit L/C
  • Cargo Insurance Certificate
  • Certificate of Origin
  • Certificate of Origin Form A
  • Certificate of Inspection
  • Certificate of Analysis
  • Phytosanitary Certificate
  • Kosher Certificate
  • Halal Certificate

Letters for Exporters

  • Presentation to potential client
  • Proposal for agent/distributor
  • Proposal to form a strategic alliance
  • Invitation to a trade fair
  • Sending samples and catalogues
  • Reply to tender
  • Making a commercial offer
  • Renegotiation of an order
  • Confirmation of an order
  • Preparation of a contract
  • Modification of sales conditions
  • Refusal to shorten delivery period
  • Dispatch of goods notification
  • Dispatch of invoice
  • Reminder of payment pending

DIRECTORIO DE CONTACTO

Importación & Exportación

trading@tudorsgroup.com

Logística Comercial

management@tudorsgroup.com

OFICINA PRINCIPAL

13575 58th St N Suite 200
Clearwater, FL 33760

+1813-3848490

+1727-6232256

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