Search

Buying or selling a home is an exciting experience. But like any major purchase or transaction, there’s also a lot of paperwork involved. The real estate closing process is the final step in buying or selling a home and can be overwhelming for new homeowners, buyers, sellers, and realtors alike. It’s important to understand what happens during the closing process and what you need to do to prepare for it. The Real Estate Closing Process Explained The real estate closing process is typically conducted by a third party such as an attorney or title company. During the closing process, all parties involved must sign documents that transfer ownership from seller to buyer and provide loan information from lender to buyer. Once all documents have been signed and notarized, the title company will record them with the local recording office in order to officially close the transaction. Here’s a look at some of the key steps involved in this process: Buyer provides earnest money deposit Before signing any documents at closing, buyers are typically required to provide an earnest money deposit (EMD). This deposit is usually 1-3% of the total purchase price of the home and acts as a form of good faith on behalf of the buyer that they will follow through with their purchase agreement. Seller signs deed At closing, sellers must sign over ownership rights using a deed document. This document transfers ownership from one party (the seller) to another (the buyer) once all parties have signed off on it. The deed should include details about both parties as well as information about the property itself so that it can be properly recorded with local authorities after closing has taken place. Final walkthrough inspection Before closing takes place, buyers should conduct one last walkthrough inspection of their new home just to make sure everything is in order before taking possession of it. This final inspection should include checking for any potential damages or problems that may have arisen since their initial offer was accepted by the seller - especially if there’s been a period of time between contract signing and closing day when no one has occupied the property yet. Loan documents are signed Buyers who are financing their purchase through a mortgage lender must also sign loan documents at closing in order to receive funding from their lender. These documents should outline all terms related to repayment such as interest rate, loan duration, payment amounts, etc., so that borrowers know exactly what they are getting into before signing anything. Transfer of funds/keys take place Once all documents have been signed by both buyer and seller (as well as lender if applicable), transfer of funds/keys will take place at closing when both parties are present for final confirmation that everything has been agreed upon according to terms outlined in contract agreement prior - including payment amount(s). After this point - assuming everything goes according to plan - ownership rights officially transfer from seller's name into buyer's name on paper. The real estate closing process requires everyone involved—buyers, sellers, lenders—to understand what paperwork needs completing before transferring ownership rights from seller's name into buyer's name on paper. It’s important for all parties involved in buying or selling a home understand each step thoroughly so that no mistakes are made throughout this complicated process. Doing your research ahead of time can help ensure everything goes smoothly when it comes time for you to sign those papers at your own real estate closing. For more information on selling a home or if you have decided its your time to sell your home, please reach out to us at (312) 803-1755 or online.

The homebuying process can be an exciting time for buyers, but it can also be overwhelming and intimidating. One of the most important steps in this process is the closing—the day when all documents are signed and the title to the property is officially transferred from seller to buyer. It’s important for buyers to understand what happens during the real estate closing process so that they can prepare properly. Let’s look a bit closer at what happens at a real estate closing. What Documents Are Signed? The closing process begins with both parties signing documents that are necessary for transferring ownership of the property from seller to buyer. Depending on the type of loan being used by the buyer, these documents may include a note, deed of trust, or mortgage. Other documents may include promissory notes related to any back payments due on taxes or other fees associated with the property. In addition, if applicable, any documents related to home warranties will need to be signed as well. Who Is Present At The Closing? In most cases, it is not just buyer and seller who attend the real estate closing—there may also be representatives from lenders or title companies present as well. Buyers should check ahead of time to determine who exactly will be present so that everyone has all necessary forms completed prior to attending the actual closing meeting itself. In some cases, attorneys may also be present at closings as well; this is often true in states where attorneys typically handle all aspects of residential real estate transactions. No matter where you live or what kind of transaction you are involved in, there are certain elements that must take place before the transfer of ownership occurs in a real estate deal. It’s important for buyers and sellers alike to understand these elements so that everyone is prepared for what takes place during a real estate closing. From signing documents related to loans or back payments due on taxes or other fees associated with the property, to understanding who needs to be present during closings—all these pieces come together as part of this critical step in buying/selling a home. Knowing what takes place before you arrive at your real estate closing will help make it a smooth and successful experience for everyone involved.

A copyright is a legal right granted to creators of original works, such as literary or artistic compositions, which grants them exclusive rights over their work. Copyright law provides copyright owners with the right to reproduce, distribute, and create derivative works from their work. Generally speaking, copyright protection prevents others from using the copyrighted material without permission from the copyright holder. Copyright law provides copyright owners with a number of important benefits. Copyright owners have the exclusive right to reproduce and distribute copies of their work, as well as create derivative works based on it. They may also license or sell copyright rights, meaning they can control how their work is used and monetize it. In addition, copyright law helps ensure that copyright owners are properly credited for their work, protecting their reputation and copyright-based investments. Copyright protection exists for a limited period of time – typically the life of the copyright holder plus an additional 70 years. It is important to note that copyright protection does not protect ideas, only the expression of ideas. In other words, copyright law protects creators from having their work taken or used without permission or payment. Copyright owners also have the right to make money from their works by authorizing others to use them through licensing deals such as subscriptions, streaming services, and other forms of media. The copyright law is designed to protect the creative efforts of individuals and organizations while allowing them to benefit financially from their work. Copyright applies to a variety of works such as books, films, music, software code, computer games, databases and images created by individuals or businesses. In order to protect your copyright, you can register it with copyright offices around the world or include notices that clearly state that the work is copyrighted. This helps prevent others from infringing upon your copyright and allows for legal action if needed. The copyright law is an important way to ensure that creators and copyright owners benefit from their work. It allows them to protect their creativity and provide a financial incentive for their work. As such, copyright law is essential for preserving the rights of copyright holders and promoting creativity in society. Knowing your copyright laws can help you understand the legal protection that is available to you and your work. It is also important to understand copyright law before you use someone else’s work, so that you don’t infringe on their copyright rights. By understanding copyright law, creators can make informed decisions when it comes to protecting their works and ensuring they receive the full benefits of owning a copyright. This can help ensure that copyright holders benefit from their creativity and can continue to create new works with copyright protection in place. Overall, copyright law is an important form of protection that helps to protect the rights of copyright holders while still providing them with the tools they need to create new works. By understanding copyright law, creators can better protect their works and innovations, while still allowing them to benefit financially from their work. Understanding copyright law can also help creators make better decisions when it comes to protecting their works and understanding the legal implications of copyright protection. By taking the time to understand copyright law, creators can ensure their work receives the full benefits of copyright protection and remain protected from copyright infringement. This helps protect copyright holders so that their works are not taken advantage of or violated without legal recourse, while also allowing them to benefit financially from their creations. Copyright law is an important part of copyright protection that ensures copyright owners receive the legal protections and benefits they deserve. If you have copyright-related questions, feel free to contact Curington Law, LLC for more detailed information at (312) 766-6671 or online. We can help ensure that your copyright rights are properly protected.

In business, contracts are essential. They outline the terms and conditions of an agreement between two or more parties. Contracts can be used in a variety of industries, but are most commonly found in real estate and employment agreements. It is important for professionals to understand the importance of contract review, and how to properly review a contract before signing it. In this blog post, we will discuss the basics of contract review, including what to look for in a contract and how to negotiate terms. When reviewing a contract, it is important to understand the purpose of the agreement and what both parties are committing to. It is also important to review all aspects of the document, including its language, terms, and conditions. In addition to understanding what each party is agreeing to do or provide, professionals should also be aware of any potential risks associated with the contract. Professionals should also consider any provisions or clauses that could be beneficial to them. These might include confidentiality clauses, time frames for completing tasks, and other topics that can impact their specific situation. Additionally, they should pay close attention to any limitations or exclusions in the contract, as these may limit their rights or protections under the agreement. Professionals may also want to negotiate certain terms or conditions in the contract, if possible. This is especially important for those dealing with real estate or employment contracts, as these documents can have a major impact on their lives and businesses. Negotiating terms can help ensure that both parties are getting fair deals, and that each party's rights and interests are protected. Finally, it is important to have a good understanding of the law when reviewing contracts. This includes understanding relevant laws in the jurisdiction where the contract will apply and any applicable industry regulations. Knowing the law can help professionals ensure that their agreements are legally sound and binding. Contract review is an important step for any professional. It is essential to understand what you are agreeing to and how it may affect you or your business. By taking the time to properly review a contract, professionals can protect their rights, interests, and create fair agreements. In conclusion, understanding the importance of contract review is critical for any professional dealing with contracts. By taking the time to properly review a contract, you can protect your rights and interests, as well as create fair agreements. Additionally, understanding the law and how it relates to the agreement will help ensure that the contract is legally sound and binding. With these tips in mind, professionals can be confident when reviewing contracts. Please note, this article is intended for informational purposes only and should not be interpreted as legal advice. For any questions or concerns about contracts, please contact Curington Law, LLC at 312.803.1755. You can also visit our website for more information about our services. Curington Law, LLC: Legal Solutions for Businesses and Individuals. We provide counsel on a variety of legal matters related to contracts, real estate, employment law and more.

Every day, individuals like the clients we serve are inspired to start a nonprofit to help serve their communities. This blog posts illustrates the steps needed to form a nonprofit organization and also discusses the steps taken to file to earn a federal tax exempt status. Starting a nonprofit offers several benefits. They include the ability to solicit funds from people who want their donations to be tax-exempt, apply for grants and keep from having to spend valuable donations on corporate taxes. The first step is filing an articles of incorporation with the Secretary of State. The Articles of Incorporation is a legal document and forms a corporation. This document is also called the “charter’’ which outlines your non-profit and records the foundation as an official non-profit organization. This document will include information about the company's purpose, stock structure, and directors, among other things. It is essential to get these documents right from the outset; if they're unclear or do not follow all required parameters, it could lead to significant problems in the future. This is a prerequisite for any tax exemption, but keep in mind that only certain kinds of charities fall into that category. Regardless of future tax-exempt status, it is required to complete and submit two (2) identical copies of the Articles of Incorporation, and payment, one copy will be the original. The articles of incorporation includes a few things. First is the corporate or business name. It is advised to search whether the name is incorporated by another nonprofit, if the name is currently used then the name may need to be changed. The Secretary of State requires that the names of nonprofits to be different for its records. The name must end with the letters NFP if the corporate name has anything that makes it seem like the corporation is organized for any purpose other than a non-profit purpose. A business name can also reserve a name for a period of 90 days for a $25 fee. All that is needed is to make a written request, listing the name and a brief description of the corporate purpose that is done with a form provided by the state. Next is determining the registered agent and office address. The registered agent is the person who will receive any legal documents from either the Secretary of State or any other agency. The office is the location where the documents will be sent. The registered agent and office are where service of process is sent. The registered agent must be a person that lives in Illinois. The office or location must also be in the same state as the Secretary of State. If any of the information changes, the office must be sent a form indicating the change. Next, is indicating the duration of the non-profit. It can be a certain time or perpetual. Next and importantly, is the business purpose, which simply states the purpose of the nonprofit. This is important to show the Secretary of State that the purpose is one of the 35 purposes that falls under purposes for non-profits. Nonprofits may be organized for any one or more of the following or similar purposes stated in the statute for non profit purposes including but not limited to: charitable; educational; civic; patriotic; political; religious; social; literary; athletic; scientific; research; agricultural; professional, commercial, industrial or trade association; promoting the development, establishment or expansion of industries; telephone service on a mutual or cooperative basis; operation of a community mental health board; any purpose permitted to be exempt from taxation under Section 501(c) or 501(d) of the U.S. Internal Revenue Code, as now in or hereafter amended; any purpose that would qualify for tax-deductible gifts under the Section 170(c) of the U.S. Internal Revenue Code, as now or here- after amended. (any such purpose is deemed to be charitable under subsection (a)(1) of this Section). The purpose can be more detailed, the only caveat is that any language that may indicate or imply a business purpose is not permitted. Tax-Exempt Status Assuming that a nonprofit owner has decided to apply the nonprofit to tax exempt, the Secretary of State requires the application to elaborate on the purposes in this purpose section under a separate section for Other Provisions. This other provisions can also be part of bylaws, which is a document that sets out the policies and operations of the nonprofit that members of the organization must follow and the Bylaws also describe what happens if the organization dissolves or if someone does not follow the guidelines. The bylaws also include annual meetings and dates which you can choose. The bylaws also discuss how members are added or removed. It also discusses how financial decisions and purchases are made by the directors. I can also create this for you. I advise that the bylaws are made though, especially during the formation of the nonprofit because members and partners may feel enthusiastic at the outset but like the articles of incorporation, when something goes array, there needs to be policies and procedures in place. Powers A nonprofit is its own entity. So all nonprofits are granted many powers by statute including: the power to sue and be sued; complain and defend in the corporate name; to have and affix a corporate seal; to purchase, lease, acquire, hold, use, own, or otherwise deal in and with any real and personal property; to make contracts and incur liabilities; to elect or appoint officers; to make and alter by-laws; to loan money for its corporate purposes; to have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is organized. Directors The next part is important. There must be at least three (3) directors. They do not have to be Illinois residents or corporation members, but you may require these restrictions or impose any other qualifications you choose. Creating a board of directors for an organization can be an invaluable decision. This dedicated and experienced group of advisors can bring their expertise from a wide range of fields to help the organization make well-informed decisions that will lead to success. In addition to providing sound guidance and strategy, the board of directors hold executive management accountable to ensure that their plans are executed properly with the right resources in place. They also keep up with trends in the market in order to develop new strategies and adjust existing plans as needed. Finally, by bringing together inspired individuals with different backgrounds, a board of directors can provide fresh perspectives and inject new ideas into the organizational mission. By leveraging the knowledge and experience of its board members, any organization can set itself up for long-term success. A board of directors should not be taken lightly, however; it must be assembled thoughtfully to ensure that all stakeholders have adequate representation. Properly cultivated and used correctly, it could be one of the most powerful tools an organization has at its disposal. Incorporators One or more incorporators (the person in charge) may organize a corporation under this Act. An incorporator may be either a person age 18 or older or a corporation, domestic or foreign, whether nonprofit or otherwise. Other Provisions Below or following the purpose clause, you can list any other provisions regarding the internal affairs of the corporation you want to have included as part of the Articles of Incorporation. These may include: Tax-Exempt Status This requires an elaboration of purposes, how to achieve them, procedures for dissolution, etc., this is the place to make those statements. This section must be written in language and format that conforms to the specifications of the IRS Code. Restrictions and Qualifications List who can be a member, an officer, or a director and what duties each must perform. This information does not have to be a part of the Articles of Incorporation, but if it is not, such information should be a part of the bylaws. Other Regulations List any other regulation for the governing of the internal affairs of the cor- poration or leave these for the by-laws. Cost and Filing Next is cost and filing, the department of the Secretary of State offers the review and, if approved, the filing of articles of incorporation on an expedited basis within 24 hours of receipt in either the Springfield or Chicago office. There may be a requirement to do this in person. So we can go together. But there may be an electronic filing. Filing fee is $50 We can expedite the filing for $25, so $75 total. When approved, the Secretary of State will stamp the date of filing on both copies and return one copy to the incorporators or their representative. Curington Law can do this for clients for a fee that clients can utilize. It is also advised that clients get an Employer Identification Number, or EIN, which identifies your nonprofit as a business entity in the United States to the IRS. Federal Exempt Tax Status The next step is applying for Federal Exempt Tax status, requires a separate filing. Securing 501(c)(3) status with the Internal Revenue Service (IRS) is an important step for any organization or business seeking tax-exempt status. Establishing 501(c)(3) status means that the organization is exempt from income tax, giving donors to the cause the ability to write off and receive tax deductions on their gifts. This must be done after the nonprofit has been incorporated and has received the filed articles of incorporation from the Secretary of State. Next is obtaining the proper application form from the IRS, and completing and submitting the application, along with photocopies of the articles of incorporation and bylaws, to the IRS. The IRS will notify incorporators of the states determination, and the annual reports that will be required in the future, after receiving the documents. If the nonprofit does not apply for or does not receive a federal tax exemption, the nonprofit must file federal income tax returns and pay the appropriate tax. Illinois Income Tax If the nonprofit receives a federal tax exemption, it is exempt from Illinois income tax. No reports need to be filed and no tax is due. Illinois Sales Tax Some nonprofits may qualify for an exemption from paying sales tax on goods purchased for the use of the organization if they are formed for exclusively charitable, religious or educational purposes or for senior citizens. To find out if you qualify, write a letter of request to the Illinois Department of Revenue, Sales Tax Division, and enclose photocopies of your articles of incorporation, bylaws, constitution, IRS exemption letter, or any other document that may help in determining registered agent status. The Department of Business Services will notify the registered agent of your status. If the nonprofit qualify for sales tax exemption, the registered person will be issued a letter ruling to that effect. The owner of the nonprofit may not use their nonprofit registration number or IRS number to claim exemption from Illinois sales tax. Illinois Attorney General Registration Certain charitable organizations must register with the Attorney General, Division of Charitable Trust and Solicitations, under either or both the Illinois Charitable Trust Act or the Illinois Solicitation Act. Information and forms may be obtained from the Office of the Illinois Attorney General. Annual Reports to the Secretary of State All nonprofits must file an annual report of officers and directors with the Secretary of State. The due date depends upon when the corporation was formed. The annual report is due before the first day of the corporation’s anniversary month each year. The anniversary month is the month in which the corporation was formed. Forms will be sent to the registered agent approximately 60 days before the due date. Failure to file an annual report may result in involuntary dissolution of the corporation. Annual Reports to Other Government Agencies The Internal Revenue Service, the Illinois Department of Revenue and the Illinois Attorney General may require other annual returns. Whether you must file a return and which return you will use depends in part on your status as a tax-exempt or non-tax-exempt corporation. To be sure of your obligations, please consult the proper agency. Other Reports to the Secretary of State Any change in the corporate name, duration or purpose will require that the articles of incorporation be amended, using the proper form. Also, should the corporation need to report a merger, dissolution or reinstatement, it should use the proper form. All forms for these reports are available from the Secretary of State and should be filed upon the occurrence of the particular event. For more information about nonprofits, contact Curington Law, LLC at 312 803-1755 or online.

Depending on whether you have chosen to be taxed as a S-corporation or sole proprietor will determine how you pay yourself in a single member LLC. Put simply, an owner may write check to themselves, after accounting, if the LLC is taxed as a sole proprietorship. This method is less complex than if the LLC owner was an employee. The check an owner writes to himself would be treated as personal income. However, you will have to pay self-employment tax on your income, and those rates can be very high. You will also have to file quarterly taxes. Once revenue increases from your LLC to make a living wage, it is typically advisable in a single-member LLC to be taxed as an S-corporation. In an S-corp taxation, the LLC owner is an employee of the business. There are two different ways to pay yourself as both the owner and an employee. First, you will pay yourself a salary. After your salary, you can take profit distributions from your business. The Internal Revenue Service, or IRS, requires that an owner take a reasonable salary from their business. In other words, the IRS does not want owners to pay themselves all through profit distributions because those profit distributions are taxed less. The IRS wants owners to pay themselves a reasonable salary as an employee of your their business to ensure that owners are paying adequate payroll taxes. When an owner pays themselves a salary, they have to pay both the employer and employee sides of their payroll taxes. The IRS does not define what a reasonable salary is with great clarity. A reasonable salary will certainly depend on the industry, the type of job, and locality. Another consideration is how much others in the same state or city are being paid for doing a similar type of job. An owner will want to consult with an attorney or with a tax professional to make sure they are paying themselves an adequate salary. If an owner pays themselves inadequately, it could trigger an audit and could subject the owner to back taxes and penalties. Now, once an owner has paid themselves an adequate salary as an employee of their business, the owner can take additional amounts as profit distributions. Profit distributions are taxed at a lower rate. The lower tax rate is why business owners want to take the profit distributions and not pay themselves entirely as employees. Again, it is advisable to discuss profit distributes with an attorney or a CPA. To take a profit distribution, an owner can write themselves a check. An owner will also need to pay quarterly taxes on any profit distributions. The tax is at a much lower rate than an owner would have to complete as a sole proprietor, but the money is still taxed, just like any other income. For more information about Limited Liability Companies, contact Curington Law, LLC at 312 803-1755 or online.

Limited Liability Companies (LLCs) can be taxed at the federal, state, and local level just like an individual. However, the biggest difference with an LLC is that LLCs must declare their desired tax treatment at the federal level with the Internal Revenue Service (IRS). The reason that LLCs must declare a different tax treatment between the state and federal level is that the idea of an LLC is really a state law concept. That means that the IRS does not have a defined way to tax LLCs. So, when an owner registers their LLC, they will need to declare their tax treatment with the IRS. DEFAULT TAX TREATMENTS If an entity are a single-member LLC, the IRS will default to taxing the business like a sole proprietorship. This isn’t necessarily a bad thing and some owners prefer this tax treatment. The general rule of thumb is that if the business owner is making less than a full-time wage (around $48,000) from their business, then a sole proprietorship may be the best way for the owner to be taxed. If an entity are a multi-member LLC, the IRS will default to taxing the business like a partnership. The same general rule of thumb applies here. S-CORP TAX TREATMENT If an owner does not want to be taxed as a sole proprietorship or a partnership, they can elect to be taxed as a subchapter S-corporation. For some companies, S-corp taxation comes with tax advantages. For instance, if the business owner is making more than a full-time wage. The main tax advantage is that the owner still gets the benefit of pass-through taxation. Pass-through taxation means that an owner does not have to pay taxes at both the individual level and the company level. Traditionally, corporations are taxed at the company level, and then when the owner takes money out of the business, they are taxed on that money as well. That is referred to as double taxation - an owner does not want that unless they have to. That is why many business owners select S-corp treatment for their LLCs. So how does an owner elect for S-corp taxation? When an owner registers for their Employer Identification Number, or EIN, with the IRS, the owner can simply check a box for what they want their tax treatment to be. But checking that box will not be enough, the owner may also need to fill out Form 2553 and mail it to the IRS. Resources: https://www.irs.gov https://lydagroup.com/blog/llc/ For more information on LLC tax treatment we recommend consulting a CPA or connecting with us to connect you with one. Contact Curington Law, LLC at 312 803-1755 or online.

An operating agreement is like the constitution for an individuals Limited Liability Company (LLC). It is the founding document that governs how everything will take place. There are two main reasons an owner may need an LLC operating agreement. The first is that it helps show the world that the owner's LLC is something that is separate and distinct from the owner. The LLC is not just an alter ego, it's not a slush fund but rather a separate legal entity. This distinction will help insulate the owner so that they will not get sued for their business's liabilities. The second reason why it is necessary to have an LLC operating agreement is to define the rules of the road for how the LLC is going to operate. This is vitally important for a multi-member LLC. At the beginning, a multi-member LLC will need to define all sorts of things about how the LLC is going to run. Common questions that the operating agreement should answer include: How are big decisions made? How are disputes between members resolved? How does a member leave the LLC? How are shares issued? How do you add a member to an LLC? What if an LLC member acts against the LLC somehow? How can you kick out a member of the LLC? It is uncomfortable to think about these issues when starting a business, however it is important to make these decisions before any issues or disagreements arise. The common advice is that the best time to think about how business partners will face challenges in the future is when they are getting along. An operating agreement helps the process and prevents complications down the road. For more information about LLC operating agreements, contact Curington Law, LLC at 312 803-1755 or online.

Liability is something that an individual can be held legally responsible for. In order words, a liability is a risk. A limited liability company (LLC) limits the amount of risk that an individual, as the LLC owner, is exposed to. When an owner creates an LLC, they have created a legal structure that helps protect them from potential lawsuits. As a prime example, if an owner is not set up as an LLC and they open a physical location, and a customer or patron hurts themself on the owner's property, that customer could sue the property owner personally. In other words, the lawsuit could pursue the business owner's personal assets, not business assets. However, if the owner creates an LLC and that same injuries party sues the owner, they could only pursue the business's assets. Of course, there are exceptions where people can still sue the owner personally even if the owner has formed an LLC. Mainly if the owner engages in some sort of intentional fraud. But, for things like negligence, breach of contract, or those “slip and fall” type of injuries, an LLC will provide some level of legal protection so that the owner's liabilities are limited to their business's assets and not the owner's personal assets. Types of LLCs SINGLE-MEMBER VS. MULTI-MEMBER LLC The first distinction between different types of LLCs is whether the LLC is a single-member LLC or a multi-member LLC. A member is considered an owner of the LLC. So, a single-member LLC means that there is one owner. A multi-member LLC means that there are multiple owners. The number of people the company employs has nothing to do with this distinction. The business can have 100 employees, and as long as there is only one owner, it is still a single-member LLC. Conversely, a company could have zero employees and multiple members and could be a multi-member LLC. It is important to note that LLCs can be owned by individuals or by other LLCs. So, if an individual has multiple LLCs owning a single LLC, that would be considered a multi-member LLC. If just a single LLC owns another LLC, that is still a single-member LLC. MEMBER-MANAGED VS. MANAGER MANAGED LLC Another distinction between different types of LLCs is member-managed vs. manager-managed. When registering for an LLC, an owner will need to declare whether the LLC is a member-managed LLC or a manager-managed LLC. A member-managed LLC is where the actual member of the LLC (the owner of the LLC), is at the forefront of the business and manages the operations of that LLC. A manager-managed LLC is when the member (or members) of an LLC delegate the task of managing that LLC to another person who is a non-member. HOLDING/UMBRELLA VS. OPERATING LLC Some companies exist only to hold assets, like real estate, or to act as an umbrella holding company for other subsidiary companies. Those are considering holding companies. The reason that holding companies exist is to create additional layers of protection from liability. An operating LLC is a simple structure where the LLC exists to run a business (as opposed to existing to own assets). For more information and help with Limited Liability Companies and formation, contact Curington Law, LLC at 312 803-1755 or online. Sources: https://lydagroup.com/blog/llc/

Key steps in selecting a trademark include (i) developing a list of candidate marks; (ii) determining whether any other parties are using the same or a confusingly similar mark by performing searches in each jurisdiction where you plan to use the mark; and (iii) examining how the mark will be perceived by the relevant consumers in each jurisdiction of interest. A person or business entity can protect these trademarks by registering them with the United States Patent and Trademark Office. However, the rules governing the registration of trademarks can limit your choices. Do: Choose a mark that is arbitrary, fanciful, or suggestive (inherently distinctive) Choose a mark that is easy to pronounce and remember Consider developing a “family” of related marks Don’t: Choose a mark that is merely descriptive or generic Choose a mark that has negative connotations in English (ENTERON) or foreign languages (NOVA) Choose a mark that may become outdated in a few years (GATEWAY 2000) Trademark Searching Before selecting a mark, a trademark search to assess the existing landscape is essential. While not legally required, a trademark search can identify existing marks. Preliminary trademark searching is fairly simple, as all federally-registered and applied-for marks are searchable via the United States Patent and Trademark Office’s (USPTO) trademark database. More advanced trademark searching (also known as “full” searching) usually requires the assistance of a trademark searching service. However, that even a comprehensive trademark search has limits. For example, not all trademarks are federally-registered, and thus will not appear in the USPTO database. Additionally, reasonable minds may also differ as to whether a new mark is similar enough to an existing mark to create a risk of trademark infringement. How Are Trademark Rights Acquired? Unlike patent rights, which can only be granted by the government, trademark rights arise primarily through use. “Use” in this context is defined as displaying the mark on a product or product packaging that is then sold in the ordinary course of trade or used in connection with the rendering of a service. In some scenarios, such as in industries whose products require extensive research and development or lengthy regulatory approval processes, “use” can also include pre-sale use of the mark in preparation to do business. U.S. Trademark Registration While trademark rights arise through use rather than government decree, trademarks that are not federally-registered are limited to the territory where the mark is actually used or the territory to which the trademark owner’s reputation extends. Trademark owners can obtain additional benefits by registering their trademark with the U.S. Trademark Office. Some of the benefits of federal trademark registration include: Publication of the mark in the USPTO database, making it easy for others to find through a preliminary trademark search USPTO refusal to register confusingly similar marks without any action by the registrant Nationwide notice of ownership Nationwide, rather than territorially-limited, rights of use Evidence of validity and exclusive ownership Right to use the ® symbol Right to sue in federal court and, in some cases, obtain treble damages and attorneys’ fees Right to block imports that infringe the mark or that are counterfeits Entitlement to statutory damages in the case of counterfeiting A basis for foreign trademark registrations To register a mark with the USPTO, filers may use either a use-based application or an intent-to-use (ITU) application. Generally, the application must contain three elements: A drawing of the mark Identification of the goods or services associated with the mark A specimen showing the mark as actually used in U.S. commerce with goods or services After filing, the application will be assigned to an examining attorney at the USPTO who will review its compliance with trademark laws and raise any issues or concerns he or she may have. Some common barriers to registration include issues with the wording used in the identification of the goods or services and conflicts with prior registrations or applications. If the examining attorney refuses the application, the applicant may respond with legal arguments as to why the examiner’s refusal is erroneous or amend the application to bring it into compliance with the examining attorney’s specifications. Once the examining attorney approves the application, it is published, beginning a 30-day period during which third parties may file an opposition to the registration. If a registration issues, as long as the mark continues to be used in U.S. commerce, the registrant may renew the registration every 10 years, potentially forever. In addition to refusing to register a mark based on the prior rights of others, the USPTO also considers several types of marks to be categorically unregistrable. These are: The flag or other official insignia of the United States, any U.S. state, or any foreign country The name, likeness, or signature of any publicly recognized living individual without the individual’s consent Terms that are deceptive or that falsely suggest a connection with any person, place, or thing Terms that were deemed to be “immoral, scandalous, or disparaging” were unregistrable until the Supreme Court recently struck down that provision as violating the First Amendment’s guarantee of freedom of speech. See Iancu v. Brunetti, 139 S. Ct. 782 (2019). For more on trademarks, contact Curington Law, LLC at 312 803-1755 or online. Sources: https://www.inta.org/fact-sheets/considerations-in-selecting-a-trademark/ uspto.gov

A trademark identifies that the goods bearing the mark come from. A service mark performs the same function, but for services rather than tangible goods. However, the term “trademark” is often used for marks that identify both goods and services. A trademark is essentially a brand name. There are important differences between trademarks and copyrights and patents. Trademarks identify the source of goods and services and, unlike patents and copyrights, can last forever with continued use. Copyrights protect original works of authorship (e.g., literary, musical, or sculptural works, etc.), and have a long but limited lifespan. Patents are government-issued monopolies granted to new inventions (e.g., machines, methods of manufacture, processes, or compositions of matter) and last for a period of 20 from the date the patent application is filed. Trademarks serve two functions. First, they protect consumers by preventing confusion. Without trademark protection, a consumer could select an inferior product without realizing their mistake. Trademarks let the consumer know that the product or service they select will be from the same source and of the same quality as other product or service they have purchased in the past. Second, trademarks protect their owners’ investments in goods or services by giving the trademark owner control over the “goodwill” or “reputation” represented by the mark. Without trademark protection, a seller of a high-quality product would have no recourse against a competitor who sells an inferior product under a similar name. Trademarks come in many different forms. The most common include: • Word marks (“Uber” or “Xbox”) • Logos (the Nike swoosh or Microsoft’s quad-colored tiles) • Slogans (“Finger lickin’ good” or “Just Do it”) Other less common, but nonetheless protectable trademarks include: • Sounds (NBC’s three-note chime) • Colors (Owens-Corning’s pink fiberglass insulation) • Smells (the scent of Play-Doh) • Non-functional product or packaging shapes (the shape of a Coca-Cola bottle) What Makes a Good Trademark? Trademarks are not all the same. Some are stronger than others and thus provide more brand protection. Generally, a trademark’s strength is measured by its distinctiveness relative to other words, symbols, slogans, etc. The four categories into which virtually all trademarks fall are: • Arbitrary/fanciful • Suggestive • Descriptive • Generic Arbitrary and fanciful marks are “inherently distinctive” and provide the highest level of protection. An arbitrary mark is a word or symbol that has a common meaning that is completely unrelated to the products on which it is used, such as “Apple”, “Dove”, and “Camel.” A fanciful mark is typically a made-up word that is used only in connection with the products on which it is used, such as “Rolex”, “Exxon”, and “Xerox.” Suggestive marks are also inherently distinctive, but provide less protection than arbitrary and fanciful marks. A suggestive mark suggests or hints at the nature of the goods or services and requires the consumer to ponder deeply to figure out what product or service is being associated with the mark. Examples of suggestive marks are “Greyhound” and “Netflix.” Descriptive marks merely describe a quality or feature of the goods or services (including geographically descriptive marks and surnames), such as “Texas Instruments,” “Mrs. Field’s,” and “Lyft.” These marks are not inherently distinctive. Rather, to function as a trademark, the proponent must demonstrate that the mark has “acquired distinctiveness” or “secondary meaning.” The proponent can show acquired distinctiveness by submitting evidence that the public perceives the descriptive term as a source-identifying mark. Such evidence can include: Substantially exclusive and continuous use as a trademark (generally around five years) Extensive advertisements using the descriptive term as a trademark Customer declarations or surveys Consumer confusion Copying by competitors A few examples of descriptive terms that have acquired distinctiveness necessary to function as trademarks include SPORTS ILLUSTRATED, MICROSOFT WINDOWS, and 5-HOUR ENERGY. Other examples of descriptive words that have acquired secondary meaning and become protectable as trademarks are SHARP for televisions and HOLIDAY INN for hotel services. The lowest level on the scale of distinctiveness is generic terms, which are common words or symbols for goods and services that are not distinctive and can never function as trademarks. Examples of generic terms include “corn flakes,” “aspirin,” “watch,” etc. Trademarks can also become generic – a process known as genericide – by widespread public use of the trademark to refer to the general category of the product. Terms that functioned as trademarks in the past that have now become generic include “escalator,” “linoleum,” and “thermos.” Generic words or phrases are not registrable or protectable in relation to the products or services they signify. For more on trademarks, contact Curington Law, LLC at 312 803-1755 or online. Resources: https://www.inta.org/fact-sheets/trademark-strength/ https://www.vaziri.law/helping-chicago-creators-secure-their-intellectual-property/

When a person or business entity applies for a trademark, they are seeking protection of the name of their brand and logo on any goods that they sell or services that they render. Trademark applications are approved by the U.S. Patent and Trademark Office (USPTO). Application Prerequisites After determining that trademark protection is needed, a person or business entity must choose the proposed trademark that will accompany the application. Not all proposed trademarks can be protected though. That is one of the primary reasons why an application for registration and the protection that comes with it is required. Those seeking a trademark will want to determine whether their proposed mark can be protected along with the difficulty of protecting it based on the strength of the mark. Application Preparation and Submission Trademark applications can be submitted online. Keep in mind that not all applications are approved. Appropriate fees must accompany every trademark application. The USPTO’s policy is that its fees are not refundable. Application status can be monitored online. It is recommended that status is checked every few weeks in case a deadline has to be met. You must advise the USPTO of any changes in mailing or email addresses. The USPTO Lawyer After a favorable decision is made on your compliance with trademark application filing requirements, your application is assigned to a USPTO lawyer. He or she will examine it to determine whether it is legally compliant with appropriate fees having been paid. A search for any conflicting trademarks will also be made. Trademark Office Action If a trademark application is determined to be deficient, a letter explaining why it was deficient will be forwarded to the applicant. If the application is only minimally deficient, a phone call might even be made, or an email might advise accordingly. The applicant will be allowed to cure any deficiencies within six months. If a timely response isn’t received, the application will be considered to have been abandoned. Publication If the examining attorney approves the application, it will be published in the Official Gazette that is published weekly by the USPTO. If no objections to the mark are filed, and the application is to be used in commerce, the trademark will be registered, and a certificate of registration is issued. Maintaining Registration Begin using your registered trademark right away, and continue using it. The USPTO might ask for documents verifying that it is being used. Failure to use your mark can result in the cancellation of it. If you are contemplating the submission of an application for a new trademark without an experienced trademark attorney, you’ll find the process confusing and exhausting. Curington Law, LLC has the resources to efficiently and effectively complete, submit and monitor your application for you. Legal protection of your brand in the future will be critical. Contact Curington Law, LLC at 312.803.1755 or online. Sources: https://www.uspto.gov