Business Book

I’ve gotten several questions recently about the legalities of starting a business. So, this week I thought I would address a few of the more common legal issues most new businesses face. But first, let’s get the mandatory legal disclaimer out of the way: the advice dispensed by this columnist is probably no better or worse than the advice dispensed by other columnists. Do not take the following advice as gospel or bet the future of your business on any advice given herein by said columnist.

Agreed? Good, let’s proceed.

To begin, here’s the best legal advice I can give you as a new business person: find yourself a good lawyer and make him or her your very best friend. Granted, your new best friend will charge you an hourly fee for chatting on the phone or talking business over lunch, but you’ll find it to be money well spent. A good attorney can save you far more than the cost of his services. I rarely make any decision that has the potential to impact my business without first consulting my attorney.

You can locate an attorney through legal referral services or just by opening the phone book, but the best way to find a really good attorney is to ask other business owners for references.

You want an attorney who specializes in business matters. A few of the things you may need legal help with are: legal business formation, articles of incorporation, trademarks and copyrights, investment documents, employee policies, etc. You may find that a single attorney can’t meet all your needs, but if you use a larger firm they will have attorneys on staff that can provide the specialized services you require.

Now, let’s take a brief look at a few questions I’ve received regarding the legalities of starting a new business.

What’s a DBA? “DBA” stands for “doing business as.” A DBA is another name that you use in the operation of your business other than the legal name. For example, “Jones, Inc.” might be the legal corporate name of your business, but you might use “Bob Jones Landscaping” as the everyday business name. In this case, you would see the business described in legal context as “Jones, Inc. Doing Business As Bob Jones Landscaping.”

Here’s an example of using a DBA to launch a new venture within an existing business. A reader asked: “My wife incorporated a multimedia business three years ago, and I am starting a voice-over business. Is it more beneficial for me to open as a sole proprietorship or to operate within her multimedia business?”

My answer was that he should open his company as a division of his wife’s business, operating as a DBA. Even though he is using his own business name (the DBA), technically his wife’s corporation is launching the service and therefore will give him some liability protection. Doing so would also help him save on start-up costs (such as having to pay for a separate incorporation). It’s relatively simple to keep a separate set of books, and when the new business takes off, he can spin it off into a separate entity.

Will a corporation protect me from liability? It can, if handled correctly. You may have heard about the “corporate veil,” which means that you can’t be sued personally for anything that happens in the corporation and your personal assets can’t be attacked by creditors or a lawsuit on the corporation. But in order to have this protection, you must act like a corporation. This means conducting board meetings, taking notes and publishing minutes in your corporate book.

In addition, be sure to have a separate corporate checking account and, if you need them, corporate credit cards. Don’t use corporate money for personal purchases, and vice versa (unless you file an expense report). Many people think they don’t need to go to all this trouble if there is just one or two people in the company, but in order to be treated like a corporation, you must act like one. Your attorney can give you more details.

How do I register my company name? To register your company name simply contact the office of the Secretary of State. This is easily done by phone. The registrar will tell you if the name you have in mind is available as a corporate name and will reserve the name for you if it is available. You will be sent a form to complete and submit with a nominal fee. For more information you can also visit the Secretary of State’s website.

Do I need a business license? Nearly every business will require a county or city license. Luckily, such licenses are relatively easy to obtain and are not expensive. For local licensing requirements, contact your city or county government offices.

Some businesses might also require a state license. For example, hair stylists, contractors and most businesses serving food fall under the purview of the state licensing board. Each state has an agency that deals with these types of businesses. Contact your local government offices to see if your particular business requires a state license.

Some businesses will even require federal licensing. Examples of such businesses would be those that provide investment advice or that deal with firearms. Federal licensing is typically required for businesses that are highly regulated by the government.

I operate my business out of my home. Do I still need a license? Operating a business out of your home does not get you off the hook when it comes to licensing. You should check local zoning requirements and property covenants. You can find this information at the court house or by calling your local license department. Home businesses are also subject to zoning laws that regulate how property can be used and may restrict various activities.

Buying a Business

Start thinking about buying an established business if you want to avoid the immense risks involved in starting one. Not everyone wants to start a business from scratch, and buying a business with the infrastructure in place lets you focus on building it up, as opposed to getting a new business off the ground. This is not to say that it’s easy to buy an existing business; it’s a fairly complicated process throughout which you need to know exactly what you’re doing.

First off, decide that you do want to buy before you begin your research. This way you will look at options more carefully. A particular business may not be exactly what you’re looking for, but if you’re sure that you do want to buy, then you won’t brush it off immediately, without first considering how you might grow with it. Vested Business Broker’s deals with a wide range of businesses and will surely help you make up your mind quickly.

Talk to the people in your life who are likely to be affected by the venture. Let them know the hours that you are likely to have to work and the risks involved. You might need their support if you initially go through a rough patch.

Using a Broker

It would be more prudent to use the services of a broker in buying your business. All the important groundwork in terms of research would already have been done. And, you can focus on finalizing the deal.

A broker will handle all those complicated negotiations which you may just find too much to handle. And, when things turn unpleasant you can leave it all to your broker.

Brokers are supposed to have systems in place to take care of deals. The sale is usually a time of some stress for both the buyer and the seller, so having someone to put everything together and take care of the paperwork is very helpful. You will appreciate a broker’s services as it will allow you to concentrate on getting a worthwhile deal, and not have to worry about whether all the documents -and there are a lot of them- are in order.

Of course, your broker will charge you a substantial commission, but it will all be worthwhile if you get the deal you want. Vested Business Brokers can be counted on to take care of the nitty-gritty that ensures a successful deal.

Business Essentials

Once you figure out your particular area of interest, think about the size of the business that you want to buy, the location of prospective sellers etc. Know your financial resources so that you don’t waste time looking at businesses that are beyond your reach, even if you have always fantasized about being a ship-builder.

Identify your strengths. Are you good at sales? Operations? Look out for a business that is in a position to benefit from your particular strengths.

Once you’ve identified a business that you want to buy, make contact with the seller but hire professionals i.e. accountants, attorneys, etc. to take care of different aspects of the purchase. Using Vested Business Brokers services would surely help you narrow down your search and identify all the expertise you might need to close the deal successfully.

Allow yourself a gut instinct about the seller and the business. Feel free to ask why they want to sell the business, and evaluate your decision based on their reasons. It might just reassure you that you should go ahead with the deal.

Company Valuation

There are many methods of valuing a company, and it is up to the seller to decide how to go about it. Make sure the price is a fair representation of how valuable the company is likely to be to you. It is obviously disadvantageous to you if a non-performing company that is heavy in assets is priced based on the net value of its assets.

The asking price is negotiable. Even in a situation where the seller is firm on her price, enquire as to the method of valuation and challenge it if you think it leaves you with an unfair deal. While negotiating, be prepared to challenge the seller with facts and statistics.

Find out what specific concerns the seller has about the deal, and address them. Be sensitive to the fact that selling a business can be an emotional process but at the same time make sure that you don’t end up paying for its sentimental value. With Vested Business Brokers you can be sure to get yourself a fair valuation of the business of your choice.

Financing the Deal

To finance the deal, seller financing is probably the best option available to you. You won’t get a bank loan without offering a 100% collateral. The Small Business Administration does offer some financing but only for deals that meet a strict set of criteria.

The good thing about seller financing is that it shows that the seller is being serious and honest about the deal, and is not trying to offload an ailing business onto you. It shows that he has enough faith in the business he is selling to share the risk involved in running it with you. There’s no better way to be sure that a business is really worth buying. Seller financing also allows for far greater flexibility than any other kind of financing.

Most people who start looking for a business to buy never actually end up buying. If your first deal doesn’t come through, don’t let it deter you from looking for other businesses. Learn from the experience and use it to sharpen your skills so that the next time around, you know exactly what you want and how to go about getting it. Vested Business Brokers can offer you a range of financial options.

Services

Vested Business Brokers offers all services required in buying a business:

1. Initial Consultation – You will have a one-on-one via phone or in person with a broker in your area to discuss all of your questions and concerns regarding the business buying process. Our brokers are trained to help you with business concerns as well as personal concerns. We realize that this is not only a financial decision, but a lifestyle decision as well.
2. Buyer Profile – Once all of your concerns have been addressed and you have signed a buyer registration agreement, your Vested Business Broker will create a buyer profile by which he/she can search for the exact type of business you are looking for.
3. Viewing Listings – Once we have entered your criteria into our database, our computer will generate matches. Your Vested professional will then go with you to take a look at the listing and address any questions you may have.
4. Offer To Purchase – If one of these businesses fits what you are looking for and you have had a chance to think about making an offer (sometimes you may have to make several visits to the business to be certain), your broker will help you fill out an offer sheet. This sheet details the price and terms at which you would like to purchase the business. Here the experience of your broker will help you in making the best offer. In addition, Vested offers financial services that can help make a deal happen, even if you are short of funds.
5. Due Diligence – Once the offer has been accepted, the buyer conducts a period of research on the business. Basically, due diligence is the process by which you work with the seller to verify the financials of the business as well as a period in which you learn the inner workings of the business. This process typically takes two weeks. A buyer may want to bring in his/her attorney or CPA to help during this phase of the purchase. (We have many relationships with excellent professionals, if you need a referral). Your broker will be available to assist you in the due diligence process in every way.
6. Contract & Closing – Following a successful due diligence period in which all of your concerns have been addressed, a contract will be drawn up between yourself and the seller of the business. Typically this is done between your attorney and that of the seller. (Again, Vested has relationships with many attorneys if you need a referral). If the contract meets all contingencies you have set forth, it can be signed and a closing date set. At closing, the business will officially change hands and you will have completed the buying process. Keep in mind that our brokers are here for you every step of the way to ensure that you are making informed decisions.

The process doesn’t end at closing. Vested has developed relationships with many business service providers to offer new business owners services that are vital to the success of their businesses.

Starting Business Successfully

The American Dream is, and always will be, to come up with an idea, start a business and become rich from your own efforts. Based upon this motivation, thousands of businesses fail each year, due primarily to not being familiar with the basics involved in running a business.

This report will enlighten you, and give you a number of suggestions you can use to better guarantee your chances for success. This report is written with the warning that any and every business venture contains certain inherent risks, and any number of alternatives. We do not espouse that any one way is the right way or that our suggestions are the only way. On the contrary, we advise that before investing any money in a business venture, you seek counselling and help from a qualified accountant and/or attorney.

Just about the first thing you should consider before deciding to start or purchase a business is the legal form you’ll be operating under. There are basically four choices: sole proprietorship, partnership, limited partnership, and/or corporation. Each has a number of advantages and disadvantages. We’ll try to enumerate some of them for you. As much as anything else, for many people starting a business is a form of ego-gratification, and they form a corporation for some sort of prestige gain – just to say, “I own a corporation.”

With just a little bit of observation, you’ll find that one of the major causes of business failures is due to the founder wasting start-up capital on frills, such as an impressive store- front office, expensive furnishings, and corporate legal costs.

One of the basic traits you must develop it you’re going to be successful in business, is a tight hold on your expenditures. In fact, a good rule of thumb is that anything that does not make money for yo or protect your investment, should not be purchased at this time. Very definitely, this applies to the expense of setting up your own corporation.

Unless you have a partnership and start your business as such, the only real advantage to forming a corporation would appear to be that a corporate structure will semi-protect the property you personally own. As an example, you own a home and car. You form a corporation to protect these possessions from business losses. Yet, if you can be found guilty of misusing corporate funds, your business creditors can pierce the corporate shield and come after your possessions.

Basically, if you invest everything you have in your business, as most newcomers do, you don’t usually need a corporation because you have nothing to protect. Your household possessions, personal belongings, generally your car, and even a portion of the equity in your home is protected by the homestead provision of the Federal Bankruptcy Act, and cannot be taken away from you.

As a sole proprietor or partner of a business you’ll be paying taxes on your overall earnings, much the same as if you were holding down a salaried or hourly paid job. Whether you do or don’t take out money as a salary will have no bearing on the earnings of your business and tax return.

The often advertised advantage of incorporating, that you can manipulate your salary in order to save on tax dollars, is real because of corporation laws. However, the IRS frowns on this practice. When your business is successful and making a lot of money, definitely check with your accountant on the advantages of incorporating.

As a corporation, you’ll be subject to a number of other drawbacks as well: generally higher state taxes, stricter laws concerning the operation of your business, more elaborate accounting procedures, and legal papers that are required just about every time you make a major move or sign almost any contract. Thus, your legal and accounting fees will be much higher as a corporation than will those required for a sole proprietorship type of business.

As a sole proprietor or partnership, you’ll find many areas require the registration of your business name. The cost however, is minimal, ranging from $5 to $100. About the best way to find out what laws apply in your area, is to call your bank and ask if they need a fictitious name registration card or certificate in order for you to open a business account.

Selecting a name for your business is quite important to you and particularly relative to advertising. Your business name should describe the product or services you offer. Fancy names such as, Linda’s Clipping Service will lose potential “walk-in and passing” customers to the beauty shop across the street that calls itself, Patti’s Beauty Salon or Jane’s Hair Styling Shop.

The advantage of using your full name in the title of your business, such as Johnny Jones’ Meat Lockers, has the advantage of making credit somewhat easier to come by – provided you pay your bills on time – but it also includes the disadvantage of confining your services to a local or at most, a regional area.

Should you buy, lease, or rent a space for your business? think twice before you make any decision along these lines. Most businesses tend to grow quickly or they never get off the ground. There are a few exceptions, but only a very few, that tend to grow at a modified rate. So, buying a piece of property and setting up your business on or within that property, obligates you to ownership regardless of what happens to your business.

Leases are almost always very strong contracts written by attorneys to the advantage of the property-owner. When you sign an agreement to pay someone for the use of their space over any length of time, you’re “nailed in” to paying for that space regardless of what happens to your business.

In the beginning, it’s wise to either get the shortest-term lease possible, or arrange to rent with an option to lease at a later date. This does not apply to a retail business, unless your particular business happens to be an untried one.

Definitely, you should open a business bank account. In selecting a bank for your business, scout around and look for one that can, and will help you. Determine what your banking needs will be, and then via telephone, interview the managers of the banks in your area. The important convenient bank to your business location.

A point to remember: the closer you can make the relationship between you and the bank manager, the better your chances are going to be for approval on loans and/or special favors you may need at a later date. Try to become acquainted with as many of the bank employees as possible. The better you know them, the more courtesies they’ll be extending especially to you in the course of your association.

Just as a doctor is a specialist in his field, and you go to him for medical problems, your banker is a specialist in his field and you should go to him for your money problems. In business, you’ll have to learn that everyone is an expert in his own line of work, and in your associations with other business people, refrain from acting like a “sharpie” and/or pretending that you know exactly how everything works in someone else’s specialty.

You’ll find that very often, different banks specialize in different types of businesses. As an example, you’re sure to find banks that specialize in real estate transactions, export- import businesses, and even manufacturing operations only.

What I’m saying here is that if you’re planning to sella fairly expensive item, your customers will probably need and/or want financing. It will behoove you to select a bank familiar with your type of product that will afford your customers, through you, contract financing.

Some of the questions you should ask of your banker include the following:

Is it necessary to maintain a certain balance in your account before the bank will approve a loan for you? What qualifications must you have in order to obtain a line of credit with the bank?

Does the bank limit the number of loans, or types of loans it will approve for small businesses?

What is the bank’s policy regarding the size of a check you might deposit that requires holding for collection?

And what about checks less than that amount – will they be immediately credited to your account?

In almost all types of businesses, it will be to your benefit to set up with your bank, a method of handling VISA, Master Charge, and regional credit cards. The important thing here is to ultimately set up your account in the bank that will service all of these credit transactions for you – one stop for all your banking needs. In most instances, you’ll find that having the capability to fill orders/make sales via credit card transactions, will increase your volume of sales appreciatively.

Once you’ve made the decision as to which bank is going to handle your account, you’ll need your Social Security Number or your Federal Employer’s Identification Number, your driver’s license, the fictitious name certificate, and if you’re requesting a VISA or Master Charge franchise, you’ll also need a financial statement.

For corporations, you’ll also need a corporate resolution approving of the opening of your business account. There are different policies exercised in just about every state regarding installation/hook-up charges by the telephone and utility companies. Some require a deposit, and some don’t.

You’ll find that a great number of city business license departments are there solely for the purpose of collecting another tax. Depending on the type of business you’re asking a license for, the building and zoning people may inspect your premises for soundness of structure and safety. Generally, you won’t encounter any difficulties – you simply pay your fee to operate your business in that city, and the clerk types your name onto a city license certificate.

Relative to sales tax permits and licenses, each state’s rules and regulations very widely. The best thing to do is call your state offices and ask for information concerning registry and collection procedures. Many states require an advance deposit or bond, and you’ll find that some wholesalers or manufacturers will not sell to you at wholesale prices until you can show them your sales tax permit or number.

Should your business entail selling your products or services across state lines, in another state, you’re not required to collect taxes except in those where you have offices or stores. You may find also that your particular business requires the collection of Federal Excise Taxes. For information along these lines, check in with your local office of the Internal Revenue Service.

Some states also require certain businesses to hold state licenses, such as those required in many states for TV Repairmen. These are known as “occupational permits” and are most often required of barbers, hair stylists, real estate people and a number of other consumer oriented businesses. If you have any doubts, check with your state offices for a list of those occupations that require licensing.

Any business doing business in any type of interstate commerce is subject to federal regulations, usually through the Federal Trade Commission. This means that any business that shops, sells or advertises in more than one state is subject to such regulation, and this includes even the smallest of mail order operations. Normally, very few business people ever have and contact with the federal regulatory agencies. The only exceptions being when there is a question of your operating your business unethically or illegally.

Any business that sells or distributes food in any manner almost always requires a county health department permit. If your business falls into this category, simply call the county health department and invite them out to your place of business for an inspection. The fees generally range from about $25, depending on the size of your business when they first inspect it for permit approval.

There are also a number of businesses that require inspection by a fire marshall, and fire department approval. Generally, these are those that handle flammable materials or attract large numbers of people, such as a theater. Overall, the local fire department has to be allowed to inspect your premises whenever they desire to do so. You may also run into a requirement for an air and/or water pollution control permit. These specifically apply to any business that burns anything, discharges anything into the sewers or waterways, or use any gas-producing product, such as a paint sprayer.

Without a doubt, you’ll need to check on local regulations relating to advertising display signs. Each city or township makes its own rules and then enforces those rules according to its own thinking -check before you contract to have a sign made for your business.

The design and placement of your sign is very important to your business – specifically to retail establishments – but let me remind you that your business sign is usually the first thing a potential customer sees and as such, it should catch his eye and leave an impression that lasts. It would be a good idea to ride around your town and take a look at the signs that catch your eye, and try to determine the impression of the business that sign leaves on you. This is a basic learning formula for determining the design, size and placement of your business sign.

Some of the other things to consider before opening for business – If you intend to employ one or more employees, you’ll be required to deduct Federal Income Taxes, and Social Security payments from their checks. This will involve your filing for a Federal Tax Number and necessitates contact with your local IRS Office.

Most states have “unemployment taxes” which will have to be deducted from the paychecks of any employees you hire. And there are a number of states that have income taxes – disability insurance – and any number of other taxes. Again, the best thing to do is check with your local office of the IRS. And above all else, don’t forget to ask for the rules of the minimum wage law, and comply.

When your business grows to the point of needing additional help, don’t be afraid to look for and hire the help you need. when you’re ready to hire someone, simply run an ad in your local paper and/or register your needs with the local office of your state’s employment service. Businesses either grow or die, and those that grow eventually need more people in order to continue growing.

When that time comes, hire the additional people you need, and your business will continue growing. If you don’t, for whatever reason, you’ll find yourself married to your business and your business growth stymied.

Regardless of how small your business is when you begin, never walk in with the thought in mind that it’s something to keep you busy. Anyone with an attitude of that kind is a fool. You begin and make a business successful in order to realize financial freedom. Establish your business. Put it on its feet, and then hire other people to do the work for you. And those businesses that require an operations manager, or someone to run a phase of the business you’re too busy to handle, hire the person needed or the business will surely suffer.

To protect the investment of your business, you need business insurance. If you’ve never had any experience with business insurance, simply look under the heading of “business insurance” in your phone directory. Ask for bids from several different companies or agents…Primarily, you should have a policy that gives you general liability, fire, workmen’s compensation, business interruption, and vehicle coverage. You amy also want coverage against possible losses related to burglary, robbery, Life & Accident, Key Man, and Fidelity Bonds.

As the sole proprietor of a business, you won’t be paid as an employee, so there will be no income tax deducted from whatever you withdraw from the company’s earnings. What you’ll have to do is a gain check with the IRS Office for a Tax Guide For Small Businesses Handbook, and probably end up filing an estimated tax return on a quarterly basis.

The minute you open your doors for business, you’ll have to spend some time engaged in the work of bookkeeping. Exactly how, and using what forms, you keep books, should be on the recommendations of a good tax counselor…The same holds true for your overall business and/or payroll accounting system. Look for an experienced CPA that knows the accounting problems to your particular kind of business, and solicit his advise/counseling.

If your business is going to involve the possible purchase or lease of operating equipment, again seek the help of your tax counselor for the most advantageous method of obtaining the needed equipment.

Basically, arranging for your suppliers to give you materials on credit will depend upon your honesty and personal financial statement. The best way is usually a personal visit to the person with the power to approve or disapprove of credit at the company where you want to set up a credit account. Show him your financial statement, and explain your prospects for success. Then assure him that you’ve always honored all of your obligations, and that if ever there’s a question or problem, you’d like for him to call you at home. And of course, give him your home phone number.

We won’t go into the exigencies of advertising your products, services or business here, but there is something along these lines you should always keep in mind. The best kind of advertising your business can receive is that you don’t really pay for – publicity. When something unusual happens to you, your business, or your employees – that’s news, so be sure to tell the news media in your area about it.

The most important ingredient of your eventual success will be the soundness of the planning you did before you started your business. Any number of bad things can really throw your business into a tailspin, but it you’ve done your homework well – really set up a detailed business plan before starting – your losses or setbacks will be minimal. Success takes planning, and within this report, you’ve got a basic checklist…The rest is up to you…Good luck, and may your life overflow with success in all that you undertake from this moment forward.

Business Card Etiquette

Unlike in North America or Europe where the business card has little meaning other than a convenient form of capturing essential personal details, in other parts of the world the business card has very different meanings. For example, in Japan the business card is viewed as a representation of the owner. Therefore proper business etiquette demands one treats the business card with respect and honour. Below we have provided you with a few examples of international business card exchange etiquette that may help you on your business trips abroad. General Business Card Etiquette Tips: o Business cards are an internationally recognised means of presenting personal contact details, so ensure you have a plentiful supply.

• Demonstrating good business etiquette is merely a means of presenting yourself as best you can. Failure to adhere to foreign business etiquette does not always have disastrous consequences.

• When travelling abroad for business it is advisable to have one side of your business card translated into the appropriate language.

• Business cards are generally exchanged at the beginning of or at the end of an initial meeting.

• Good business etiquette requires you present the card so the recipient’s language is face up.

• Make a point of studying any business card, commenting on it and clarifying information before putting it away. Business Card Etiquette in China o Have one side of your business card translated into Chinese using simplified Chinese characters that are printed in gold ink since gold is an auspicious colour.

• Ensure the translation is carried out into the appropriate Chinese dialect, i.e. Cantonese or Mandarin.

• Your business card should include your title. If your company is the oldest or largest in your country, that fact should be highlighted on your card.

• Hold the card in both hands when offering it.

• Never write on someone’s card unless so directed. Business Card Etiquette in India o If you have a university degree or any honour, put it on your business card.

• Always use the right hand to give and receive business cards.

• Business cards need not be translated into Hindi as English is widely spoken within the business community. Business Card Etiquette in Japan o Business cards are exchanged with great ceremony.

• Invest in quality cards.

• Always keep your business cards in pristine condition.

• Treat the business card you receive as you would the person.

• Make sure your business card includes your title. The Japanese place emphasis on status and hierarchy.

• Business cards are always received with two hands but can be given with only one.

• During a meeting, place the business cards on the table in front of you in the order people are seated.

• When the meeting is over, put the business cards in a business card case or a portfolio. Business Card Etiquette in the UK o Business card etiquette is relaxed in the UK and involves little ceremony.

• It is not considered bad etiquette to keep cards in a pocket.

• Business cards should be kept clean and presentable.

• Do not feel obliged to hand out a business card to everyone you meet as it is not expected.