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LLC’s To Protect Business Owners – Albert Aiello


High IRS Audit Risk – It is the most litigated entity with high IRS audit risk and Tax Court litigation with the taxpayer almost always losing, especially over W-2 salaries.



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Languages: English; Combined file size: 74.1 MB; Included files: (doc, rtf, mp3)

Small Business Owners… 

Not reducing “garbage” self-employment taxes is costing you a fortune!

For example, instead of paying $8,000 in employment taxes every year, you invest the $8,000 into a retirement plan at only 3% every year for 10 years, which equals…$91,700!

10% = $127,500 in your own account, mega times more than future SS benefits, under your total control, instead of the Social Security Administration!!

But this has to be done legally and safely without high exposure to IRS audits and without highly taxed W-2 salaries, without a bunch of wasted withholding taxes!

This will be accomplished with the Right Entity Structure which is not an S-Corporation, not a C-Corporation or not a regular LLC.

Before revealing the solution with Al Aiello’s The Business Owner’s LLC-Protection System, there is this:


An S-Corp is the most (wrongly) recommended entity for small businesses…as there are numerous costly tax pitfalls:

High IRS Audit Risk – It is the most litigated entity with high IRS audit risk and Tax Court litigation with the taxpayer almost always losing, especially over W-2 salaries.

Highly Taxed W-2 Salaries with Substantial Employment Taxes – The net income of an S-Corp is presently exempt from employment taxes*. But, based on numerous and continuing Tax Court cases, IRS requires the S-Corp to pay you a significant amount (even 100%) of highly taxed W-2 salaries along with payroll taxes and filings. This amounts to thousands of dollars of “garbage” employment taxes out the window, reducing your business cash flow. (*Pending legislation would make S-Corp net income totally subject to employment taxes).

Deduction Limits – There are S-Corp limits on deducting any business losses against your other income. It is not a total flow-thru entity (like an LLC-partnership is).

There is no special documentation to support deductions.

Tax Traps – There are other IRS tax traps and complexities that have caused S-Corporations to be a detriment for small businesses.


Double taxation on cash distributions to shareholder-owners

W-2 salaries with payroll withholding taxes

C-Corp tax losses do not pass through to shareholders’ 1040 to offset 1040 income, with the loss of tax savings on an individual level

Reclassifying of C-Corp salaries to shareholders into double-taxed dividends

Reclassifying of C-Corp tax-free loans to shareholders into double taxed dividends

Numerous C-Corp penalty taxes (such as accumulated earnings tax)

No special documentation to support deductions

Possible high state taxes


ALL profits of ALL partners subject to costly employment taxes

No special documentation to support deductions

Limited tax-free benefit deductions

The SOLUTION: The Business Owner’s LLC- Protections System…with a Special Two-Tier LLC-Partnership, which will:

Save you substantially: in Social Security taxes, Unemployment taxes, Workman’s Comp, all other employment related costs, amounting to thousands every year.

Amount to a very low IRS audit risk: LLC-partnerships are audited much less than corporations, especially if properly structured.

Make the need for highly taxed W-2 salaries unnecessary: This means NO payroll taxes and filings for the members, yet you can still take out tax-free cash.

Provide NO limits: on fully deducting any business net losses = more income tax savings, in addition to employment tax savings.

Fully and Safely Deduct Education and Other Expenses: By having the right supporting documentation that other structures do not have.

NO double taxation, NO constructive dividends, NO penalty taxes.

Other tax-saving secrets: Most CPAs do not know about these.

Offer legal protection of corporations: Without their tax pitfalls.

Have no other costly pitfalls: As with other ownership forms.

PLUS: Large retirement plan contributions even with low self-employment income and with no payroll filings at all.

For example, with only $10,000 of employment income you can contribute $15,000 in deductible plan contributions with NO W-2s and NO payroll filings! In a 30% bracket you save $4,500 of income taxes in addition to the savings of employment taxes. These savings can be used to fund the plans for tax-free growth!

What is the Special Two-Tier LLC-Partnership?

The legal structure of a Limited Liability Company (LLC), elected to be taxed as a partnership, magically transformed into this money-saving dual structure using the specially designed documents of this system. It is one entity. The two tiers are two levels of the annual net income of the entity. The first tier is net income that is subject to employment taxes, 20% of total income. The second tier of net income that is not subject to any employment taxes, 80% of income. You therefore, legally, save 80% of garbage employment taxes without the audit risk, complications and pitfalls of corporations (esp. S-Corps).

Tier 1: Net income subject to employment taxes – 20%

Tier 2: Net income not subject to employment taxes

LEGAL SUPPORT: There is nothing new about this special structure, which is sanctioned by long standing IRS Regulations [Main Regulation 1.1402(a)]. But as with other gems, most CPAs do not recommend these legal provisions. Moreover, it is modeled after a Limited Partnership (LP) which is also a dual structure with two tiers of net income with the second tier not subject to employment taxes, which has held up for many years (LPs have been around for decades). This LP model adds to this LLC structure’s tax law support with decades of legal precedence and legislative history of the limited partnership. Furthermore, this LLC structure does not have the complex legal issues and passive loss limitations of an LP. In effect, this structure is the LLC version of an LP, only much better.

The Special Two-Tier LLC-Partnership, with the necessary documentation and strategies, is the center-pin of the home study e-system:

The Business Owner’sLLC-Protection System

Al Aiello, CPA, MS Taxation with William Noll, CPA, Tax Attorney (Also Successful Business Owners)

Included With This Powerful E-System:

The “Operating Agreement Special Structure” with all essential provisions to empower this awesome vehicle to save you thousands in taxes with total IRS compliance, with the applicable tax law cites, along with legal protection. To ensure nothing is missed – it’s 135 pages of Platinum Gold. 

The 10 IRS requirements to qualify for this special structure, which are already incorporated in the above Operating Agreement Special Structure. We therefore make it easy for you, so there are no IRS problems. You can rest assured that just about all CPAs (including yours) do not know these requirements based on facts, NOT guesswork!

Protective entity formalities – Minutes of meetings, resolutions, LLC certificates, with step-by-step instructions filled-in and ready to be used to prevent piercing of the veil so your personal assets are protected.

Other important documents to ensure your savings and protection with this superior system. 

About the Documents: Totally customizable with all the essential tax and legal provisions done for you. All you do is fill in a few blanks with step-by-step instructions. Based on exhaustive time consuming research of all LLC state statutes, the applicable IRS provisions and other sources.

How to best use a C-Corporation (as a minority member of this special structure) to reap special C-Corp cash-saving benefits, and still avoid its pitfalls for a small business with a custom-made C-Corp operating agreement so you can save an additional $4,000 to $8,000 (or more) every year…with no additional money going out… making entity structuring an art, not just a science!

The one time you may benefit using an S-Corporation without its disadvantages (as part of this special structure)…including a special S-Corp operating agreement. It’s all in knowing how.

How to correctly do the low-audited partnership (form 1065) specifically for this special structure, critical for a clean & clear audit trail, so there is no audit. (You can share with your CPA)

Easy-To-Follow Checklist of Step-By-Step Instructions to get you quickly started to implement the system so you can immediately save thousands!

In Short:

This Special LLC has the BEST

Tax Saving, IRS-Audit Defense, Legal-Protection Benefits with NO costly detriments! Unlike any other ownership form! You will NOT get this anywhere else

PLUS: An Audio-Version in High Definition Sound

You will hear Al personally get you started and guide you throughout the entire system, which will save your business a bundle of taxes and protect you.

PLUS: Email Q&A; A Helpline Directly to a CPA for your questions, with prompt expert responses. 

Email Q&A; A Helpline Directly to One of Our CPAs with your questions, with prompt expert responses.

This Program is sent by email only No Physical Copy will mailed 

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