b1a35783bb
- Merge Infrastructure + Secure + Systems → SNS Networking (Business #1) - Merge Web + Software + Cloud → SNS Digital (planned) - SNS Support unchanged (planned) - Add infra/ folder with 16 FOSS-first buildable designs - Update all agent knowledge, division briefs, legal structure - Restructure businesses/ from 7 to 3 operating folders
181 lines
8.5 KiB
Markdown
181 lines
8.5 KiB
Markdown
# SnS Network Solutions — Legal Structure & Formation Plan
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**State of formation:** Indiana (South Bend, St. Joseph County)
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**Chosen structure:** **Holding company** — a parent holding LLC that owns a
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separate operating LLC for each division.
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**Filing portal:** [INBiz](https://inbiz.in.gov) (Indiana Secretary of State)
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> **Disclaimer:** General educational information, **not legal or tax advice**.
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> Fees/rules current as of 2026 — verify on INBiz. Have an Indiana business
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> attorney and a CPA review the operating agreements and tax elections before you
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> rely on the liability shield.
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---
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## The Structure
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```
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SnS Network Solutions Holdings LLC ← parent; owns the brand + all subsidiaries,
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│ signs no client work, holds no operating liability
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├── SNS Networking LLC ← Business #1 (ACTIVE) — physical networking, security, on-prem
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├── SNS Digital LLC ← Business #2 (planned) — code, cloud, web, hosting, apps
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└── SNS Support LLC ← Business #3 (planned) — managed services, RMM, SLAs
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```
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**Why 3 instead of 7:** The original 7-division model over-segmented for a pre-revenue
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solo operation. Consolidation groups by delivery model (physical / digital / recurring),
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insurance pool, and skill set. Each division is one team, not fragments.
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**Launch order vs. liability tier — two different things:**
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- **Launch order** is the owner's choice, one business at a time. **Business #1 is
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SNS Networking** (active); Business #2 is chosen once #1 stands on its own.
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- **Liability tier** signals how urgently a division needs its own LLC *once
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launched* — it is **not** the launch sequence.
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**How it protects you:** each operating LLC's liability is walled off from the
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others and from the parent. The parent owns the subsidiaries (and the brand/IP)
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but does no client work, so a lawsuit against one division can't reach the assets
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of another division or the parent.
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### Do NOT form all 3 subsidiaries on day one
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Indiana's per-entity fees are cheap, but each LLC still needs its own **bank
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account, bookkeeping, and tax prep** — that's the real cost. Form the **parent +
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your first operating subsidiary now**, then add one subsidiary each time a
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division begins doing real, billable work.
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---
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## Numbered Action Plan (do in order)
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Legend: 🌐 = fully online · 🏦 = may require phone/branch · 📄 = internal doc (not filed)
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### 1. Pre-filing prep — 🌐
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- Search your names on INBiz to confirm availability: **SnS Network Solutions
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Holdings LLC** and your first subsidiary, **SNS Networking LLC** (Business #1).
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- Decide registered agent: **yourself at your South Bend address = free**, or a
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service ($100–300/yr). One agent can cover all entities.
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- **Fee:** $0 · **Time:** ~1 hour
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### 2. Form the parent — "SnS Network Solutions Holdings LLC" — 🌐
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- File Articles of Organization on INBiz.
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- **Fee:** **$95** (online; ~$2–3 card fee) · **Time:** ~30 min to file, **~1
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business day** to approve.
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### 3. Get the parent's EIN — 🌐
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- IRS online EIN Assistant (irs.gov). Free, issued immediately.
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- **Fee:** **$0** · **Time:** ~15 min
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### 4. Form your first operating subsidiary — "SNS Networking LLC" (Business #1) — 🌐
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- File Articles of Organization on INBiz.
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- **Ownership:** the member/owner is **SnS Network Solutions Holdings LLC** — this
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is what makes it a subsidiary. (Recorded in the operating agreement, Step 6.)
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- **Fee:** **$95** · **Time:** ~30 min + **~1 business day**
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### 5. Get the subsidiary's EIN — 🌐
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- Same IRS online tool, separate EIN per entity.
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- **Fee:** **$0** · **Time:** ~15 min
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### 6. Operating agreements — 📄
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- **Parent agreement:** you as the member/owner of Holdings.
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- **Subsidiary agreement:** **Holdings LLC as the sole member** — documents the
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parent-owns-subsidiary relationship the whole shield depends on.
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- DIY from templates, **or** attorney-drafted (recommended for a holding
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structure so the veil actually holds).
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- **Fee:** $0 DIY · **$500–1,500** attorney · **Time:** a few hours DIY / 1–2 weeks
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with attorney
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### 7. (Optional) Assumed business name — 🌐
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- If you want to publicly trade as the umbrella "SnS Network Solutions," or give a
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subsidiary a friendlier public name, file an Assumed Business Name on INBiz.
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- **Fee:** **$30 per name** · **Time:** ~20 min
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### 8. Business bank accounts — one per entity — 🏦
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- A **separate account for the parent and for each subsidiary** is mandatory to
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keep the liability shield intact (commingling funds is how the veil gets
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pierced).
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- Bring: EIN + stamped Articles + operating agreement.
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- Many banks open online; some South Bend banks/credit unions want a branch visit.
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- **Fee:** $0–25 · **Time:** ~1 day per account
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### 9. Insurance — 🏦
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- **SNS Networking:** General liability + cyber E&O + workers' comp (field/low-voltage).
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- **SNS Digital:** Professional E&O.
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- **SNS Support:** E&O + general liability (SLA contractual coverage).
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- Requires quotes (not instant/online).
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- **Fee:** varies (~$500–2,000+/yr per policy) · **Time:** a few days to quote/bind
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### 10. Tax & local registration — 🌐 / 🏦
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- If collecting sales tax, hiring, or withholding: file **BT-1** on INBiz
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(**~$25** for a Registered Retail Merchant Certificate).
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- Check **City of South Bend** and **St. Joseph County** for any local business
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registration and **low-voltage/alarm licensing** before SNS Networking does
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physical security work.
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- **Fee:** ~$25 (BT-1 if needed) + local · **Time:** varies
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---
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## Cost & Time Summary — launch (parent + 1 subsidiary)
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| Item | Fee | Online? |
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|------|-----|---------|
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| Parent LLC (Holdings) | $95 | 🌐 Yes |
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| First subsidiary LLC | $95 | 🌐 Yes |
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| EINs (×2) | $0 | 🌐 Yes |
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| Operating agreements (DIY) | $0 | 📄 Not filed |
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| Assumed name (optional) | $30 | 🌐 Yes |
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| Bank accounts (×2) | $0–50 | 🏦 Usually |
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| **Mandatory state filings total** | **~$190** | 🌐 **All online** |
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| Attorney-drafted agreements (recommended) | +$500–1,500 | 🏦 |
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| Insurance (per operating sub) | ~$500–2,000+/yr | 🏦 |
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**Realistic timeline:** state filings can be completed in **2–3 business days**;
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**~1–2 weeks** end-to-end including bank accounts and operating agreements
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(longer if you have an attorney draft the agreements).
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---
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## Ongoing Compliance (per entity)
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- **Business Entity Report:** every **2 years**, **$32 online** (~$16/yr) — 🌐.
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First one is due in your formation anniversary month, two years out.
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- **No Indiana franchise tax.**
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- **Bookkeeping + tax prep** per entity — the main recurring cost of the
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multi-entity structure. Budget for a CPA.
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- **Registered agent:** free if you remain your own; keep the address current.
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- **Adding a division later** = repeat Steps 4–8 for that subsidiary (~$95 +
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EIN + account + agreement).
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---
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## Launch Order & Liability Tiers
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**Launch order (owner's choice — one business at a time):**
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1. **SNS Networking — Business #1 (ACTIVE).** Physical networking, security, on-prem;
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see [`../businesses/01-networking/`](../businesses/01-networking/).
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2. **Business #2+ — TBD.** Chosen once Business #1 stands on its own.
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**Liability tiers:**
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- **High:** *SNS Networking* (physical install + cyber E&O + workers' comp).
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- **Medium–High:** *SNS Support* (SLA contracts + recurring revenue worth ring-fencing).
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- **Medium:** *SNS Digital* (professional E&O only, all remote work).
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When picking Business #2, Support is the natural front-runner — it's the
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recurring-revenue engine that makes the business durable.
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---
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## Confirm With Your Advisors (Indiana specifics)
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- **S-corp election** — once any subsidiary's profit is meaningful, electing
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S-corp taxation can cut self-employment tax (CPA question).
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- **Contractor licensing is local, not statewide** — no Indiana general
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contractor license; check City of South Bend & St. Joseph County for
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low-voltage/cabling/construction rules (Networking).
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- **Alarm/security licensing — verify.** Sources conflict; recent (2026) guidance
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indicates Indiana now requires a **state license to sell/install/monitor
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burglar, fire, and electronic security systems, access control, and CCTV**.
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Confirm before SNS Networking does physical security work.
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- **FinCEN BOI:** domestic US LLCs are **currently exempt** (interim rule since
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March 2025). No BOI filing needed now — but the rule has changed before, so
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re-check at formation.
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- **"SNS" collision** — also = AWS Simple Notification Service; keep technical
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proposals unambiguous since you recommend AWS.
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