# SnS Network Solutions — Legal Structure & Formation Plan

**State of formation:** Indiana (South Bend, St. Joseph County)
**Chosen structure:** **Holding company** — a parent holding LLC that owns a
separate operating LLC for each division.
**Filing portal:** [INBiz](https://inbiz.in.gov) (Indiana Secretary of State)

> **Disclaimer:** General educational information, **not legal or tax advice**.
> Fees/rules current as of 2026 — verify on INBiz. Have an Indiana business
> attorney and a CPA review the operating agreements and tax elections before you
> rely on the liability shield.

---

## The Structure

```
SnS Network Solutions Holdings LLC          ← parent; owns the brand + all subsidiaries,
│                                             signs no client work, holds no operating liability
├── SNS Networking LLC   ← Business #1 (ACTIVE) — physical networking, security, on-prem
├── SNS Digital LLC      ← Business #2 (planned) — code, cloud, web, hosting, apps
└── SNS Support LLC      ← Business #3 (planned) — managed services, RMM, SLAs
```

**Why 3 instead of 7:** The original 7-division model over-segmented for a pre-revenue
solo operation. Consolidation groups by delivery model (physical / digital / recurring),
insurance pool, and skill set. Each division is one team, not fragments.

**Launch order vs. liability tier — two different things:**
- **Launch order** is the owner's choice, one business at a time. **Business #1 is
  SNS Networking** (active); Business #2 is chosen once #1 stands on its own.
- **Liability tier** signals how urgently a division needs its own LLC *once
  launched* — it is **not** the launch sequence.

**How it protects you:** each operating LLC's liability is walled off from the
others and from the parent. The parent owns the subsidiaries (and the brand/IP)
but does no client work, so a lawsuit against one division can't reach the assets
of another division or the parent.

### Do NOT form all 3 subsidiaries on day one
Indiana's per-entity fees are cheap, but each LLC still needs its own **bank
account, bookkeeping, and tax prep** — that's the real cost. Form the **parent +
your first operating subsidiary now**, then add one subsidiary each time a
division begins doing real, billable work.

---

## Numbered Action Plan (do in order)

Legend: 🌐 = fully online · 🏦 = may require phone/branch · 📄 = internal doc (not filed)

### 1. Pre-filing prep — 🌐
- Search your names on INBiz to confirm availability: **SnS Network Solutions
  Holdings LLC** and your first subsidiary, **SNS Networking LLC** (Business #1).
- Decide registered agent: **yourself at your South Bend address = free**, or a
  service ($100–300/yr). One agent can cover all entities.
- **Fee:** $0 · **Time:** ~1 hour

### 2. Form the parent — "SnS Network Solutions Holdings LLC" — 🌐
- File Articles of Organization on INBiz.
- **Fee:** **$95** (online; ~$2–3 card fee) · **Time:** ~30 min to file, **~1
  business day** to approve.

### 3. Get the parent's EIN — 🌐
- IRS online EIN Assistant (irs.gov). Free, issued immediately.
- **Fee:** **$0** · **Time:** ~15 min

### 4. Form your first operating subsidiary — "SNS Networking LLC" (Business #1) — 🌐
- File Articles of Organization on INBiz.
- **Ownership:** the member/owner is **SnS Network Solutions Holdings LLC** — this
  is what makes it a subsidiary. (Recorded in the operating agreement, Step 6.)
- **Fee:** **$95** · **Time:** ~30 min + **~1 business day**

### 5. Get the subsidiary's EIN — 🌐
- Same IRS online tool, separate EIN per entity.
- **Fee:** **$0** · **Time:** ~15 min

### 6. Operating agreements — 📄
- **Parent agreement:** you as the member/owner of Holdings.
- **Subsidiary agreement:** **Holdings LLC as the sole member** — documents the
  parent-owns-subsidiary relationship the whole shield depends on.
- DIY from templates, **or** attorney-drafted (recommended for a holding
  structure so the veil actually holds).
- **Fee:** $0 DIY · **$500–1,500** attorney · **Time:** a few hours DIY / 1–2 weeks
  with attorney

### 7. (Optional) Assumed business name — 🌐
- If you want to publicly trade as the umbrella "SnS Network Solutions," or give a
  subsidiary a friendlier public name, file an Assumed Business Name on INBiz.
- **Fee:** **$30 per name** · **Time:** ~20 min

### 8. Business bank accounts — one per entity — 🏦
- A **separate account for the parent and for each subsidiary** is mandatory to
  keep the liability shield intact (commingling funds is how the veil gets
  pierced).
- Bring: EIN + stamped Articles + operating agreement.
- Many banks open online; some South Bend banks/credit unions want a branch visit.
- **Fee:** $0–25 · **Time:** ~1 day per account

### 9. Insurance — 🏦
- **SNS Networking:** General liability + cyber E&O + workers' comp (field/low-voltage).
- **SNS Digital:** Professional E&O.
- **SNS Support:** E&O + general liability (SLA contractual coverage).
- Requires quotes (not instant/online).
- **Fee:** varies (~$500–2,000+/yr per policy) · **Time:** a few days to quote/bind

### 10. Tax & local registration — 🌐 / 🏦
- If collecting sales tax, hiring, or withholding: file **BT-1** on INBiz
  (**~$25** for a Registered Retail Merchant Certificate).
- Check **City of South Bend** and **St. Joseph County** for any local business
  registration and **low-voltage/alarm licensing** before SNS Networking does
  physical security work.
- **Fee:** ~$25 (BT-1 if needed) + local · **Time:** varies

---

## Cost & Time Summary — launch (parent + 1 subsidiary)

| Item | Fee | Online? |
|------|-----|---------|
| Parent LLC (Holdings) | $95 | 🌐 Yes |
| First subsidiary LLC | $95 | 🌐 Yes |
| EINs (×2) | $0 | 🌐 Yes |
| Operating agreements (DIY) | $0 | 📄 Not filed |
| Assumed name (optional) | $30 | 🌐 Yes |
| Bank accounts (×2) | $0–50 | 🏦 Usually |
| **Mandatory state filings total** | **~$190** | 🌐 **All online** |
| Attorney-drafted agreements (recommended) | +$500–1,500 | 🏦 |
| Insurance (per operating sub) | ~$500–2,000+/yr | 🏦 |

**Realistic timeline:** state filings can be completed in **2–3 business days**;
**~1–2 weeks** end-to-end including bank accounts and operating agreements
(longer if you have an attorney draft the agreements).

---

## Ongoing Compliance (per entity)
- **Business Entity Report:** every **2 years**, **$32 online** (~$16/yr) — 🌐.
  First one is due in your formation anniversary month, two years out.
- **No Indiana franchise tax.**
- **Bookkeeping + tax prep** per entity — the main recurring cost of the
  multi-entity structure. Budget for a CPA.
- **Registered agent:** free if you remain your own; keep the address current.
- **Adding a division later** = repeat Steps 4–8 for that subsidiary (~$95 +
  EIN + account + agreement).

---

## Launch Order & Liability Tiers

**Launch order (owner's choice — one business at a time):**
1. **SNS Networking — Business #1 (ACTIVE).** Physical networking, security, on-prem;
   see [`../businesses/01-networking/`](../businesses/01-networking/).
2. **Business #2+ — TBD.** Chosen once Business #1 stands on its own.

**Liability tiers:**
- **High:** *SNS Networking* (physical install + cyber E&O + workers' comp).
- **Medium–High:** *SNS Support* (SLA contracts + recurring revenue worth ring-fencing).
- **Medium:** *SNS Digital* (professional E&O only, all remote work).

When picking Business #2, Support is the natural front-runner — it's the
recurring-revenue engine that makes the business durable.

---

## Confirm With Your Advisors (Indiana specifics)
- **S-corp election** — once any subsidiary's profit is meaningful, electing
  S-corp taxation can cut self-employment tax (CPA question).
- **Contractor licensing is local, not statewide** — no Indiana general
  contractor license; check City of South Bend & St. Joseph County for
  low-voltage/cabling/construction rules (Networking).
- **Alarm/security licensing — verify.** Sources conflict; recent (2026) guidance
  indicates Indiana now requires a **state license to sell/install/monitor
  burglar, fire, and electronic security systems, access control, and CCTV**.
  Confirm before SNS Networking does physical security work.
- **FinCEN BOI:** domestic US LLCs are **currently exempt** (interim rule since
  March 2025). No BOI filing needed now — but the rule has changed before, so
  re-check at formation.
- **"SNS" collision** — also = AWS Simple Notification Service; keep technical
  proposals unambiguous since you recommend AWS.
