sns-network-solutions/divisions/legal-structure.md

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 (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/.
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.