The reason for hiring a business attorney may not, however, be so apparent. A good business attorney will provide vital assistance in almost every aspect of your business, from basic zoning compliance and copyright and trademark advice to formal business incorporation and lawsuits and liability. First, some general rules about dealing with lawyers:

If you are being sued, it’s too late. Most small businesses put off hiring a lawyer until the sheriff is standing at the door serving them with a summons.

The time to hook up with a good business lawyer is before you are sued. Once you have been served with a summons and complaint, it’s too late–the problem has already occurred, and it’s just a question of how much you will have to pay (in court costs, attorneys’ fees, settlements and other expenses) to get the problem resolved.

America’s judicial system is a lot like a Roach Motel — it’s easy to get into court, but very difficult to get out once you’ve been “trapped.” Most lawyers agree that while nobody likes to pay attorneys’ fees for anything (heck, let’s let our hair down–nobody likes paying or dealing with lawyers, period), but the fee a lawyer will charge to keep you out of trouble is only a small fraction of the fee a lawyer will charge to get you out of trouble once it’s happened.

Originally Posted on: Florida Small Business Consulting - SuncoastGlobal.com

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Royalty Financing is appropriate for established companies that have a product or service, or emerging companies about to launch a product with high gross and net margins. Also for companies with elastic pricing–i.e., the ability to raise prices without impacting sales. Appropriate for companies that experience a quick cause and effect between marketing activity and sales increases.

Royalty financing may appeal to investors who typically do not make investments in private companies. In addition, angel investors; venture capitalists, and even state, city or regional economic-development agencies can be talked into the concept of royalty financing.

Royalty financing is inexpensive for companies with high-margin products or services. It is relatively easy to find because the technique appeals to a wide variety of investors. In addition, because royalty financing is essentially a loan, it generally does not provoke state and federal securities laws.

Many companies still in their formative stages face a difficult dilemma when looking for equity capital. Equity investors, whether they are angels or venture capitalists, often demand a big piece of the company because of all the risk they incur. The problem is compounded by the fear that, if the organization gives up 30 percent, 40 percent or even 50 percent of its equity on the first round of outside financing, nothing but a grubstake is left by the time the company goes public.

Enter royalty financing, which eliminates the dilemmas of equity financing by removing them from the picture, explains Peter Moore, founder of Rockwater Capital Management, a consulting firm in Portland, Maine, that helps companies raise capital, and a proponent of the royalty financing technique. “Instead of selling equity,” Moore says, “a company simply pledges a piece of its future sales against an advance provided by the investors.”

Here’s how Moore structured a financing transaction to help a software company turbocharge its sales. Rather than go after angel investors, Moore approached the Greater Portland Building Fund, and Coastal Enterprises Inc., quasi-public economic-development organizations charged with developing business in the state.

But instead of a loan or equity, Moore sought for his client an “advance” of $200,000 against its future sales. If the advance were made, each investor would get 3 percent of the software company’s sales for 10 years, or until they received payments totaling $600,000. This $600,000 would represent the original $200,000 investment, plus $400,000.

At the broadest level, for the investors to earn the agreed-upon $600,000 within the maximum allowable time frame, the software company would have to generate total sales of $20 million over 10 years. Although the software company had less than $1 million in sales at the time, it had over the course of its three-year life doubled sales each year.

“This was a big selling point,” Moore says. Moreover, investors were comforted by the fact that the firm’s software program, which helps companies manage hazardous-waste streams, meant there were 300,000 potential customers.

The deal was structured so that the time frame was flexible-up to 10 years to make repayment-but the return, $600,000, was not. Because of this, the return the investors could earn was variable as well and ranged from pretty good to exceptional. Specifically, if the software company repaid the advance in 10 years, the investors would earn a compound annual return of 11.6 percent on their investment.

If, however, the company’s sales mushroomed, and $600,000 was paid to the investors in five years, their compound annual return also mushroomed to 24.5 percent-a rate that even an institutional venture capitalist would have to admire.

It took Moore and his client about four months to hammer out all the details of the deal. One of the key terms he negotiated was for a delay in the commencement of royalty payments. Specifically, royalties did not accrue until 90 days after the deal closed. In addition, the actual royalty payments did not have to be paid until 60 days after the revenues were recognized.

“All in all, it was five months from the time the company received the financing until the first payment was due,” Moore says. “This gave the owners the time they needed to put the capital to work and start producing sales.”

Originally Posted on: Florida Small Business Consulting - SuncoastGlobal.com

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Because of the cost-savings available, many companies are changing their attitudes toward data storage and are looking at innovative ways to handle the flow of data. Today, there are several inventive and cost-effective technologies available that can streamline the processing and storing of hard-copy data, which, in turn, will save you money. Money that you can use to improve systems and invest in the future of your business. Let’s take a look at one of these new systems.

Defining the Solution

Digital archiving, also known as scan-to-file, is one of the best methods around for processing and storing documents. Simply put, digital archiving is the process of converting paper information to a digital representation of the original document.

These highly cost-effective conversions allow information to be stored and accessed easily, enabling companies to save time, storage space, money and resources, and increase their productivity and security.

Over time, digitally storing information will reduce the costs of document storage. It will reduce employee workload associated with filing, retrieving and re-filing paper documents. Additionally, it provides easy access to search, retrieve, read, print and e-mail imaged files.

Digital archiving also allows for expedient file transmission over the internet or an internal network. And it creates a flexible, electronic database of corporate documents, such as financial statements, required regulatory documentation, client and patient files, tax and legal documents–all of which can be password-protected to restrict printing and content extraction.

And there’s more good news: The process is simple. Information is scanned and stored on one of a number of forms of media, most often on CD-ROMs, but also on hard disks or other file formats. You then store the digital data in a secure location, either onsite or away from your business.

The digitally stored information can easily be retrieved by simply loading a CD-ROM or disk onto any computer. The document appears just as it did in its original hard copy form and can be saved to the computer, e-mailed or printed.

Digital archiving enables companies to put unlimited amounts of information onto CDs. Imagine taking 35,000 pages of paper and converting it to three CDs.

If you think digital archiving may be right for your company, here are a few questions to ask your visual communications partner:

1. How is information scanned? Who does it and how long does it take? Information can either be hand-scanned or fed into a scanner based on the type of data being scanned. Scanning should be done by a team of professionally trained and certified digital specialists, who know how to scan and archive your important documents. Scanning times will vary based on the amount of information being converted. For example, 1,200 pages can take up to four hours to complete.
2. Is the information secure while it’s being scanned for digital archiving? Most likely it is, but you need to ensure that the vendor has a dedicated and secure digital archiving imaging area designed with your sensitive documents in mind. Additionally, you need to verify that the information won’t be shared with any outside source, and your vendor should return all documents upon completion. In some cases, you and the vendor may determine that the scanning should be done at your location.
3. Where is the information stored? Typically, your vendor should store the information on CDs that will be returned to you for storage.
4. What format will the digitized documents be in? At a minimum, documents should be converted to PDF because that’s the widely accepted format for digitized information. Additionally, PDF formatting is approved and in use by a host of local, state and federal agencies. However, based on your needs, files can also be created in Word and other industry-specific software.

Originally Posted on: Florida Small Business Consulting - SuncoastGlobal.com

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Even though every company should have a strategic plan in place before the big day arrives, most small business owners are so busy just trying to survive that planning usually gets put on the back burner. That’s why we’ve have put together this 10-step survival guide to help you think fast and react quickly when you wake up one morning to find the world beating a path to your door.

1. Take a deep breath. Don’t max out your credit cards, splurge on a big bottle of champagne or do anything crazy. While it’s only natural to want to celebrate the good news, remember that a big contract or great press doesn’t mean dollars in your bank account–at least, not today. So hold off on that Ferrari or tropical vacation.
2. Map out a strategy. Make a to-do list, crunch the numbers and marshal your human and production resources. It’s always easier to fight a battle on paper (or a computer spreadsheet) than to shoot first and ask questions later. No matter how much pressure you’re getting from your customers to deliver the goods right now, you need to take the time to sit down with your partner or staff to map out a plan of attack.
3. Get the money. Before you go on a hiring binge or start placing orders overseas, it’s important to figure out how much working capital you’re going to need to meet the market demand. Because employees and manufacturers generally won’t wait until you’ve sold the products and collected the money before you pay them, you’ll need a source of capital that you can tap immediately.
4. Reach out for help. Call on suppliers, personal contacts and the Internet to find extra hands to help you. If you think you can do it alone, think again. No matter how hard you work, there are only 24 hours in a day and you’ve got to sleep during seven or eight of them. That’s why it’s important to reach out to people who can help you.
5. Forge production partnerships. A small business making handcrafted soaps is going to be hard-pressed to fill a million-unit order from a large national chain completely on its own. That’s why it’s important to partner with manufacturers in the United States and overseas who can take your samples or prototypes and produce them in large quantities.
6. Create a distribution network. As news of your product or service spreads, you may start getting orders from consumers and retailers all over the country. If you’re like most businesses, you’re going to need help selling and servicing those accounts. Rather than hiring a national sales manager and opening offices in major cities, a more cost-effective option may be to sell your product through manufacturers’ reps.
7. Communicate with your customers. Communication is the lifeblood of any business relationship, but it’s even more important when your product or service suddenly takes off. The biggest mistake a business owner can make is failing to warn customers of shipping or production delays until it’s too late. This is especially critical in the apparel and toy industries where seasonality is important.
8. Leverage your success. The hardest thing about achieving overnight success is keeping it going. The last thing you want is to get stuck with a warehouse full of pet rocks. Creating line extensions like the Chicken Soup books or the For Dummies series is one way to keep your brand alive. Another is to find new markets for your products and services or new ways to publicize them.
9. Invest for the future. While it may be tempting to reap the profits from your hit product right away, it’s important to re-invest some of those profits to help your business grow. Whether this means paying down debt, buying new equipment, hiring another employee or opening another location, don’t pass up this opportunity to make your money work for you. It’s always cheaper to put your own cash to work in your business than to borrow money from a bank or give up equity to an investor.
10. Learn from your mistakes. After the excitement of the initial sales rush has died down, take a few hours to sit down with your staff to figure out what went right, what went wrong and what you think you could do better in the future. This will help you put a strategy in place for the next time you come out with a hit product–which could be sooner than you think!

More Resources

Got a hit on your hands and don’t know where to turn? Check out the Web links below to get the help you need today.

• craigslist: This is a great place to find freelancers and independent contractors, and it’s free to search and–in most cities–post.
• VendorSeek: This online marketplace helps match companies with vendors of products, services, equipment and staffing.
• Net-Temps: Here you’ll find employment listings for employers and seekers of full-time, part-time and temporary jobs.
• Manufacturers’ Agents National Association: This website offers a searchable directory of manufacturers’ reps and agents in the United States and worldwide.
• Credit-Card-Source.com: Go here to find help navigating your way through the maze of credit card offers so you can pick the best card for you and your business.

Originally Posted on: Florida Small Business Consulting - SuncoastGlobal.com

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The supply of venture capital is limited. According to recent surveys from the National Venture Capital Association, U.S. venture capital firms annually invest between $5 billion and $10 billion. Many of these investment dollars go to companies already in the institutional venture capitalist’s portfolio.

Venture Capital may be used for everything from financing product development to expansion of a proven and profitable product or service. It is also extremely expensive. Institutional venture capitalists demand significant equity in a business. The earlier the investment stage, the more equity is required to convince an institutional venture capitalist to invest.

Venture Capital is extremely difficult to acquire. Institutional venture capitalists are choosy. Compounding the degree of difficulty is the fact that institutional venture capital is an appropriate source of funding for a limited number of companies.

First Steps

Using a shotgun approach means you send your business plan or some derivative thereof to as many venture capitalists as possible and hope that the numbers alone will strike one that has been looking for a deal such as yours.

The shotgun approach has its proponents and its critics. For instance, Gordon Baty, a partner with Cambridge, Massachusetts-based venture outfit Zero Stage Capital, says, “Of every 100 plans that we get, 90 are completely irrelevant because they do not match our investment criteria regarding the industry, stage of development, geographic location, or the amount of capital we typically invest.” Of this misguided bunch, Baty says, “our receptionist can weed out their business plans.”

Fair comment. But the shotgun approach has one significant advantage over the rifle method. The latter relies on intensive research that is based on a venture fund’s past investment patterns. What your research will fail to turn up is all the available venture capital funds that have now decided to focus their energies on restaurant deals, business service companies, publishing companies or Internet-content businesses.

In many cases, your mail will be well off the mark, and your letter will be weeded out by the receptionist-or the college intern sorting the mail. For instance, some venture capital firms might specialize in wireless communications companies from the so-called first stage on, while your company, which makes disposable medical devices, is in the development stage.

A more reasonable approach might be to take at least one pass through your institutional venture capital sources and weed out the obvious misses for your particular line of business. Even a quick screen prevents many obvious misses. Of course, such an effort, while seemingly logical, undermines one of the chief benefits of the shotgun approach to begin with. That is, it lets you reach investors who may have changed their historical investment criteria and are now looking for companies like yours.

If you can mail your letter, business plan summary and business reply card for 50 cents each, it’s worth going after the 1,200 to 1,800 traditional sources of institutional venture capital.

The rifle approach, which favors limiting your search to 15 to 20 well-researched targets, is the one favored by most attorneys, accountants, consultants and other assorted experts. Venture capitalists seem to favor it because a highly targeted approach by entrepreneurs replaces an abundance of irrelevant opportunities with a manageable number of interesting ones.

The rifle approach is simple but time consuming. Basically, you search by five variables and then rank your candidates by how well they meet these criteria. The five key search variables are:

• Searching by line of business: Most venture capitalists specialize in one or more industries. It’s the focus on a particular technology, industry or business that supposedly lets them pick winners in their formative stages. This specialization is good news because it allows you to easily identify venture capitalists who should be interested and those who probably won’t be.
• Searching by geographic preference: The very hands-on approach of institutional venture capital investing makes distance a factor. That is, to be a board member, and perhaps be intimately involved in a company’s development, a venture capitalist would find it difficult to invest in companies that are 2,000 or 3,000 miles away.
• Searching by stage of development: In the same way that venture capital investors specialize in one industry or another, they also specialize in different stages of development. That is, some companies invest in early-stage companies, while others invest in more mature companies.
• Searching by leadership status: In the world of venture capital investing there are leaders and there are followers. The leaders, also known as “lead” firms, are those that have recognized expertise and who conduct extensive due diligence on their prospective portfolio companies. The followers, known as “follow-on” investors, are more passive. They simply invest alongside the lead firms.
• Searching by deal size: Institutional venture capitalists generally place upper and lower limits on the sizes of their investments. These limits are closely related to the overall size of the fund the venture capitalist is managing. VCs with $250 million to invest typically don’t want to look at your $500,000 deal. Why? Because to invest the entire fund in $500,000 increments means the firm would have to invest in 1,000 deals.

If you follow the above methodology, your list of prospective venture capitalists should be short-perhaps 15 or fewer.

Originally Posted on: Florida Small Business Consulting - SuncoastGlobal.com

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You will still need to familiarize yourself with basic bookkeeping and money management principles and activities such as understanding credit, reading bank statements and tax forms, and making sense of accounts receivable and payable. You also have to give careful consideration to the purchase payment options you offer customers, including cash, checks, debit cards, credit cards and online payment options, as well as establishing payment terms and debt collection in the event of nonpayment.

Opening a Bank Account

Once you’ve chosen a name and registered your business, you will need to open a commercial bank account. Setting up a business bank account is easy. Start by selecting the bank you want to work with–think small-business-friendly–and call to arrange an appointment to open an account. There’s not much more required than that.

However, when you go, make sure you take personal identification as well as your business name registration papers and business license, because these are usually required to open a commercial bank account. The next step will be to deposit funds into your new account (even $100 is okay). If your credit is sound, also ask the bank to attach a line of credit to your account, which can prove very useful when making purchases for the business or during slow sales periods to cover overhead until business increases. Also be sure to ask about a credit card merchant account, debit account, and other small business services.

Bookkeeping

When it comes time to set up your financial books, you have two options–do it yourself or hire an accountant or bookkeeper. You might want to do both by keeping your own books and hiring an accountant to prepare year-end financial statements and tax forms.

If you opt to keep your own books, make sure you invest in accounting software such as Quickbooksor Quickenbecause they’re easy to use and makes bookkeeping almost enjoyable. Most accounting software programs allow you to create invoices, track bank account balances and merchant account information, and keep track of accounts payable and receivable.

If you’re unsure about your bookkeeping abilities even with the aid of accounting software, you may wish to hire a bookkeeper to do your books on a monthly basis and a chartered accountant to audit the books quarterly and prepare year-end business statements and tax returns.

To find an accountant or bookkeeper in your area, you can contact the U.S. Association of Chartered Accountantsor the American Institute of Professional Bookkeepers. In Canada, you can contact the Chartered Accountants of Canadaor the Canadian Bookkeepers Association.

If you’re only washing windows on weekends to earn a few extra bucks, there’s little need for accounting software or accountant services. Simply invest in a basic ledger and record all business costs and sales. Since you are doing it on your own, be sure to use a commonsense approach when calculating how much to invest in your business vs. expected revenues and profits.

Also remember to keep all business and tax records in a dry and secure place for up to seven years. This is the maximum amount of time the IRS and Revenue Canada can request past business revenue and expense information.

In today’s super-competitive business environment, you must provide customers with many ways to pay, including cash, debit card, credit card and electronic cash. There is a cost to provide these payment options–account fees, transaction fees, equipment rental and merchant fees based on a percentage of the total sales value. But these expenses must be viewed as a cost of doing business in the 21st century.

You can, however, reduce fees by shopping for the best service with the best prices. Not all banks, merchant accounts and payment processing services are the same, and fees vary widely. You can also check with small business associations such as the chamber of commerce to see if they offer member discounts; it’s not uncommon to save as much as 2 percent on credit card merchant fees. Just remember, consumers expect choices when it comes time to pay for their purchases, and if you elect not to provide these choices, expect fewer sales.

Cash is the first way to get paid, which is great because it’s liquid and there’s no processing time required. As fast as the cash comes in, you can use it to pay bills and invest in business-building activities to increase revenues and profits. The major downside is that cash is risky because you could get robbed or lose it.

In cases like that, collecting from your insurance company could prove difficult if there’s no paper transaction as proof. Even if you prefer not to receive cash, there are people who will pay in cash, so get in the habit of making daily bank deposits during daylight hours. Also invest in a good-quality safe for cash storage for times when you cannot get to the bank.

If you’re running a service business, one the most popular way people still pay for services is with a check. You have to take a few precautions to ensure you don’t get left holding a rubber check, especially when dealing with new clients. Ask to see a photo ID and write the customer’s driver’s license number on the check.

If the amount of the check exceeds a few hundred dollars, ask the buyer to get the check certified or pay with a bank draft instead, especially if the client is new to your business. Also get in the habit of checking dates and dollar amounts to make sure they are right. I have been caught a few times with wrong dates and dollar amounts and it can be time-consuming to have to get a new check because of a simple error.

Debit cards are another option, but to accept them, you will need to buy or rent a debit card terminal. Most banks and credit unions offer business clients debit card equipment and services. The processing equipment will set you back about $40 per month for a terminal connected to a conventional telephone line and about $100 per month for a cellular terminal, plus the cost of the telephone line or cellular service.

There is also a transaction fee charged by the bank and payable by you every time there is a debit card transaction, which ranges from 10 cents to 50 cents per transaction, based on variables such as dollar value and frequency of use.

Opening a Credit Card Merchant Account

Many consumers have replaced paper money altogether in favor of plastic for buying goods and services. In fact, giving your customers the option to pay for purchases with a credit card is often crucial to success. This is especially true if you plan to do business on the web because credit cards and electronic cash are used to complete almost all web sales and financial transactions.

To offer customers credit card payment options, you will need to open a credit card merchant account. Get started by visiting your bank or credit union or by contacting a merchant account broker such as 1st American Card Service, Cardservice International or Merchant Account Express to inquire about opening an account.

Providing your credit is sound, you will run into few obstacles. If your credit is poor, you may have difficulties opening a merchant account or have to provide a substantial security deposit. If you are still unsuccessful, the next best option is to open an account with an online payment service provider, which is discussed in the next section.

The advantages of opening a credit card merchant account enabling you to accept credit card payments are numerous. In fact, studies have proven that merchants who accept credit cards can increase sales by up to 50 percent. Not to mention that you can accept credit card payments online, over the telephone, by mail and in person, as well as sell services on an installment basis by obtaining permission to charge your customer’s credit card monthly or per agreement.

Of course, all these benefits come at a cost, especially when you consider that you’ll have to pay an application fee, setup fee, purchase or rent processing equipment and software, pay administration and statement fees, and pay processing and transaction fees ranging from 2 to 8 percent on total sales volume. Once again, these fees must be viewed as the cost of doing business.

Online Payment Services

Online payment services allow people and businesses to exchange currency electronically over the internet. These services are very popular with consumers and merchants. PayPalis one of the more popular online payment services with more than 40 million members in 45 countries, offering personal and business account services. Both types of accounts allow funds to be transferred electronically among members, but only the business account enables merchants to accept credit card payments for goods and services.

The advantages of online payment services are that they’re quick, easy and cheap to open, regardless of your credit rating or anticipated sales volumes, and you can receive payment from any customer with an e-mail account. You can have the funds deposited directly into your account, have a check issued and mailed, or leave funds in your account to draw on using your debit card. The only real disadvantage is that most services redirect your customers to their website to complete the transaction. This can confuse people who in some cases will abandon the purchase.

Every small-business owner also needs to establish a payment-terms policy. Although you certainly want to standardize the way you get paid, at the same time you will also have to be flexible enough to meet clients’ needs on an individual basis. Setting payment terms covers deposits, progress payments and extending credit.

It’s important to establish clear, written payment terms with clients prior to providing services or delivering product. Your payment terms should be printed on your estimate forms, included in formal contracts and work orders, and printed on your final invoices and monthly account statements.

Securing Deposits

If you’re run a service business, you have to get in the habit of asking clients for a deposit prior to providing services, especially if the work also involves product sales that have to be paid for by you in advance. In this case, the deposit should be for at least the value of the materials. If you’re supplying labor only, try to secure a deposit of at least one-third to one-half of the total value of the contract in advance of providing any services.

Your order form or contract should have the deposit information clearly stated. Information on canceled orders or contracts and your refund policy should also be on your forms. Securing a deposit is your best way of ensuring that, at minimum, basic out-of-pocket costs are covered should the customer cancel the job or contract.

Progress Payments

Progress payments are also a way to ensure that you do not leave yourself open to financial risk. The key to successfully securing progress payments is to prearrange your contract and payment terms. Agree on the amount that will be due at various stages of the project. You can use percentages to calculate the progress payments, such as 25 percent deposit, 25 percent upon delivery of any materials, 25 percent upon substantial completion, and the balance at completion or within 30 days of substantial completion.

Or you may arrange for more concrete progress payments based on indicators that are relevant to the specific scope of work, the job or the services provided. Regardless of the system you use, progress payments on larger jobs can dramatically lessen your exposure to financial risk.

Extending Credit

In most cases there’s no need to extend credit to consumers unless you deliver a service such as pest control that’s billed monthly or a major contract that is completed in stages. As a general rule, when a transaction is complete you should be paid in full. However, in the case of business-to-business sales, commercial clients will generally want some type of credit on a revolving-account basis, such as 30, 60, 90 or sometimes 120 days after delivery of the product or completion of the service.

Ideally, you want to be paid as quickly as possible, so you might want to offer a 2-percent discount if invoices are paid within one week. And if you do extend credit, make sure to conduct a credit check first, especially when large sums of money are at stake. There are three major credit-reporting agencies serving the United States and Canada: Trans Union, Equifaxand Experian. All three credit bureaus compile and maintain credit files on just about every person, business and organization that has ever applied for credit.

Debt Collection

No matter how careful you are when it comes to extending credit privileges to customers, once in a while you will not be paid on time or at all. What can you do to get paid? The first rule of getting paid is to keep the lines of communication open with your delinquent client, and keep the pressure on to get paid through the use of nonthreatening telephone calls, letters and personal visits.

You cannot legally intimidate clients into paying you, but you can explain why it is in their best interest to pay you–namely, to keep your business relationship intact, that nonpayment can hurt their credit rating or that you may sue them if they do not pay.

Another option is to hire a collection agency to collect the outstanding debt. Collection agencies generally charge a percentage of the total amount owed as their fee, which can range up to as much as 50 percent. The Association of Credit and Collection Professionals is a good starting point for finding a collection agency to work with.

Your final option is to take the delinquent account to small-claims court, but remember that small-claims courts have limits as to how much you can sue for in your state or province, ranging from $1,500 to $25,000. Filing fees vary by state and province as well, and these must be paid upfront. But if you win, the fees are added to your award.

As a rule of thumb, small-business owners that take people to court for nonpayment generally represent themselves, as the amount of the potential award is usually small and doesn’t justify lawyers’ fees and expenses. Even if you win, you will not necessarily be paid the amount you’re awarded. You may win a judgment, but still have to chase the defendant through garnishment of income or seizure of assets to get paid. You can learn more about the small-claims court process and filing fees by contacting your local courthouse.

Originally Posted on: Florida Small Business Consulting - SuncoastGlobal.com

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1. The Modified Nike Maneuver: Just Take It. One favorite exit strategy of some forward-thinking business owners is simply to bleed the company dry on a daily basis. I don’t mean run it in the red–I mean pay yourself a huge salary, reward yourself with a gigantic bonus regardless of actual company performance, and issue a special class of shares that only you own that gives you ten times the dividends the other shareholders receive. Although we frown upon these practices in public companies, in private companies, this actually isn’t such a bad idea. It’s called a “lifestyle company.”

   Pros

   • Who doesn’t like seven figures of take-home pay?
   • Private jets are fun.
   • There’s no need to think hard about getting out: Just pull out the money when you need it.

   Cons

   • The way you pull the money out may have negative tax implications. For example, a high salary is taxed as ordinary income, while an acquisition could bring money in the form of capital gains.
   • Without careful long-term planning, you may end up pulling out money now you’ll need later.
2. The Liquidation. Even lifestyle entrepreneurs can decide that enough is enough. One often-overlooked exit strategy is simply to call it quits, close the business doors, and call it a day. I don’t know anyone who’s founded a business planning to liquidate it someday, but it happens all the time.

   Pros

   • It’s easy and it’s natural. Everything comes to an end.
   • There’s no negotiations involved.
   • There’s no worrying about transfer of control.

   Cons

   • Get real; it’s a waste! At most, you get the market value of your company’s assets.
   • Things like client lists, your reputation, and your business relationships may be very valuable, and liquidation just destroys them without an opportunity to recover their value.
   • Other shareholders may be less than thrilled at how much you’re leaving on the table.

   My favorite piano bar in Boston simply vanished one day when the owner decided he was tired of show tunes. His regular patrons were crushed, but then, he didn’t consult with us first.

3. Selling to a Friendly Buyer. If my neighborhood piano bar owner had asked, we might have wanted to buy the business ourselves. You see, if you’ve become emotionally attached to what you’ve built, even easier than liquidating your business is the option of passing ownership to another true believer who will preserve your legacy. Interested parties might include customers, employees, children or other family members.

   Pros

   • You know them. They know you. There’s less due diligence required.
   • Your buyer will most likely preserve what’s important to you about the business.
   • If management buys the business, they have a commitment to making it work.
   • Selling to family makes good on that regrettable offhand promise made 30 years ago, “Someday, son/daughter, all this will be yours.”

   Cons

   • You can get so attached to being bought by someone nice that you leave too much money on the table.
   • If you sell to a friend, they’ll be peeved when they discover they just bought the liability for that decade’s worth of taxes you forgot to pay.
   • Selling to family can tear the company apart with jealousies and promotions that put emotion way ahead of business needs.
4. The Acquisition. The acquisition was invented so you can sell your business and leave the kids money, still spoiling them rotten, but at least sparing the business from second-generation ruin. Acquisition is one of the most common exit strategies: You find another business that wants to buy yours and sell, sell, sell.
   Pros
   • If you have strategic value to an acquirer, they may pay far more than you’re worth to anyone else.
   • If you get multiple acquirers involved in a bidding war, you can ratchet your price to the stratosphere.

   Cons

   • If you organize your company around a specific be-acquired target, that may prevent you from becoming attractive to other acquirers.
   • Acquisitions are messy and often difficult when cultures and systems clash in the merged company.
   • Acquisitions can come with noncompete agreements and other strings that can make you rich, but make your life unpleasant for a time.
5. The IPO. I’ve saved IPOs for last, because they’re sexy, they’re flashy, and they get all the press. Too bad they make the lottery look good by comparison. There are millions of companies in the U.S., and only about 7,000 of those are public.

   Pros

   • You’ll be on the cover of Newsweek.
   • Your stock will be worth in the tens–or maybe even hundreds–of millions of dollars.
   • Your VCs will finally stop bugging you as they frantically try to insure their shares will retain value even when the lockout period expires (Warning: they won’t necessarily be looking out for your shares, too.)

   Cons

   • Only a very few number of small businesses actually have this option available to them since there are very few IPOs completed annually in the United States.
   • You need financial and accounting rigor from day one far above what many entrepreneurs generally put in place.
   • Some forms of corporation–S-corps, for example–will require a reorganization before they can be taken public.
   • You’ll spend your time selling the company, not running it.
   • Investment bankers take 6 percent off the top, and the transaction costs on an IPO can run in the millions.
   • When your lockout restrictions expire, your stock will be worth as much as a third world hovel.

Originally Posted on: Florida Small Business Consulting - SuncoastGlobal.com

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1. How can I get the best protection from general business liabilities that will threaten my business assets and my family’s assets?
2. How can I get the best tax breaks out of the business entity that I select?

The answer to Number 1 above is best answered by first talking with decent business attorneys, then talking with your potential business partners (if any) and finally deciding for yourself. It is also beyond the scope of this article.

The rest of this article will try to help with your answer to Number 2 above. The search for shelter from high taxes is what we’ll be trying to help you with.

How to Save Taxes with Your Business Entity

New business owners are quick to learn that confiscatory tax laws have a profound influence on the success or failure of all small business operations. As a small business owner, you want to get every break available under the law, and you don’t want to see the results of all your hard work get eaten up by the IRS and the tough tax laws.

The problem, however, is that those tax laws have become so painfully complex that new business owners automatically assume they could never make the best of their available options without conceding the strategy planning to the tax professionals. Interestingly, the tax professionals themselves are often at odds with each other as to the best tax saving options in this ever-changing environment.

Understand the Differences Between the Entities

Before we discuss the specific tax advantages and disadvantages of the various business entities, it is important that you know some fundamental tax considerations between a:

1. Sole proprietorship
2. General partnership
3. Limited partnership
4. Corporation
5. Limited liability company

The Sole Proprietorship

The sole proprietorship is thought of as the quickest and easiest way to set up a business operation. There are no blanket prerequisites, nor are there any specific costs in starting a sole proprietorship. There may be some minor formalities, however, that will need attention depending on your state or your jurisdiction. These formalities, which of course apply to all business entities, mean that you will probably have to:

• Obtain an occupancy permit for your place of business
• Secure a business license
• Apply for a franchise or registration number for your operation. This registration number will be used by the state agency to monitor the collection of sales tax and other regulatory matters

All of these procedures are simple and can be done without the assistance of an attorney or accountant regardless of the state in which you are doing business. Once you start a sole proprietorship, you are the sole owner. Unless you are in a community property state in which your spouse is vested with a one-half interest, you alone have full control and responsibility for the operation.

The General Partnership

Like the sole proprietorship, starting up the general partnership could be a relatively easy process. No costs or formalities are required. Wise counsel, however, will give you about a dozen reasons why you should have a detailed partnership agreement drafted whenever you put yourself on the line with any other individual. A few items that you would be best advised to spell out in writing are:

• The amount of capital each partner is expected to contribute up front
• The rights and duties of the partners
• The method for sharing profits and losses
• The authorization for cash withdrawals and salaries
• The methods for resolving disputes or taking in new partners
• The method for dissolving the partnership should dissolution become necessary

The Limited Partnership

A limited partnership is much like a general partnership except for one important fundamental difference. The limited partner is protected by law because the limited partner’s legal liability in the business is generally limited to the amount of his or her investment.

It enables this special type of investor to share in the partnership profits without being exposed to its debts in the event the company goes out of business. This protection exists as long as the limited partner does not play an active role in the partnership operation.

Unlike the partnerships described above, the corporation is considered an artificially created legal entity that exists separate and apart from those individuals who created it and carry on its operations. With as little as one incorporator, a corporation can be formed by simply filing an application for a charter with the respective state. By filing this application, the incorporator will put on record facts, such as:

• The purpose of the intended corporation
• The names and addresses of the incorporators
• The amount and types of capital stock the corporation will be authorized to issue
• The rights and privileges of the holders of each class of stock

It is true that operating as a corporation has its share of drawbacks in certain situations. For example, as a business owner, you would be responsible for additional record keeping requirements and administrative details. More important, in some cases, operating as a corporation can create an additional tax burden. This is the last thing a business owner needs, especially in the early stages of operation.

Remember, aside from tax reasons, the most common motivation for incurring the cost of setting up a corporation is the recognition that the shareholder is not legally liable for the actions of the corporation. This is because the corporation has its own separate existence wholly apart from those who run it. However, let’s examine three other reasons why the corporation proves to be an attractive vehicle for carrying on a business.

• Unlimited life. Unlike proprietorships and partnerships, the life of the corporation is not dependent on the life of a particular individual or individuals. It can continue indefinitely until it accomplishes its objective, merges with another business, or goes bankrupt. Unless stated otherwise, it could go on indefinitely.
• Transferability of shares. It is always nice to know that the ownership interest you have in a business can be readily sold, transferred, or given away to another family member. The process of divesting yourself of ownership in proprietorships and partnerships can be cumbersome and costly. Property has to be retitled, new deeds drawn, and other administrative steps taken any time the slightest change of ownership occurs.
• Ability to raise investment capital. It is usually much easier to attract new investors into a corporate entity because of limited liability and the easy transferability of shares. Shares of stock can be transferred directly to new investors, or when larger offerings to the public are involved, the services of brokerage firms and stock exchanges are called upon.

There are pros and cons to operating your business as a corporation. One of the biggest tax disadvantages for the ordinary C corporation is the dreaded double taxation. Many business owners opt for electing to operate their corporations under subchapter S of the Internal Code. Also known as an S corporation, this entity allows income to pass through to the individual shareholders.

The Limited Liability Company (LLC): New Kid on the Block

In earlier editions of this Top Tax Savings Ideas, the S corporation had been referred to as the logical choice for those small businesses that need to steer away from the regular corporation and its potential tax pitfalls. Increasingly, however, the LLC has been coming to the forefront as another viable alternative. This is especially the case now that much of the air is clearing within the various state laws and professional organizations that deal with LLCs. In fact, many practitioners argue that the LLC is now the preferred choice in the following situations where:

• Legal liability protection is a primary concern
• A simplified “one time” tax on the owners is preferred to dealing with cumbersome corporate tax liability
• The entity cannot qualify for subchapter S status

An LLC is a hybrid entity that has the legal protections of a corporation and the ability to be taxed (one time) as a partnership. In many regards, LLCs are treated much like S corporations for tax purposes. However, there are some additional advantages over S corporations, including the following examples:

• The LLC usually offers better leeway for owners who wish to write off business losses in a business that relies on entity-related debt that is incurred
• The LLC allows greater flexibility for the owner to take assets out of the company without incurring unplanned tax liability

Remember to check with your lawyer or accountant about the advantages of the LLC in your particular state. Ask up front what it would cost to form a corporation versus the cost of forming an LLC. You may be surprised to learn that in some states an LLC could be established by filing a simple, one-page document, which lays out the Articles of Organization of your LLC, with the secretary of state.

You can form an LLC for any lawful business as long as the nature of the business is not banking, insurance, and certain professional service operations. By simply filing articles of organization with the respective state agency, an LLC takes on a separate identity. Similar to a corporation, but without the tax problems of the corporation, it will be taxed like a partnership.

Originally Posted on: Florida Small Business Consulting - SuncoastGlobal.com

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This type of capital is appropriate for early-stage companies with no revenues or established companies with sales and earnings. Companies seeking equity capital from angel investors must welcome the outside ownership and perhaps be willing to relinquish some control. To successfully accommodate angel investors, a company must also be able to provide an “exit” to these investors in the form of an eventual public offering or buyout from a larger firm.

The supply of angel investors is large within a 150-mile radius of metropolitan areas. The more technology driven an area’s economy, the more abundant these investors are.

The best use of this type of capital runs the gamut, from companies developing a product to those with an established product or service for which they need additional funding to execute a marketing program. Also, angel investors are appropriate for companies that have increasing product or service sales and need additional capital to bridge the gap between the sale and the receipt of funds from the customer.

This type of capital is expensive. Capital from angel investors is likely to cost no less than 10 percent of a company’s equity and, for early-stage companies, perhaps more than 50 percent. In addition, many angel investors charge a management fee in the form of a monthly retainer.

Angels are easy to find but sometimes difficult to negotiate with because they usually do not invest in concert and may demand different terms.

First Steps

Angel investors are at once difficult and easy to find. The situation is analogous to searching for gold. Generally, it’s difficult to find, but once you hit a vein…all your hard work pays off in a big way. Here are the places angels might be hiding:

• Universities: According to Bob Tosterud, Freeman Chair for Entrepreneurial Studies at the University of South Dakota, angel investors tend to hover near university programs because of the high level of new business activity they generate. He advises that if you are looking for money, call the nearest university that has an entrepreneurship program, and make an appointment to speak with the person who runs it. Generally, he says, such people can point you in the direction of angels.
• Business incubators: According to the National Business Incubation Association (NBIA), there are about 1,000 business incubators in North America. At first blush, incubators appear to be the mere bricks and mortar facilities that offer entrepreneurs reasonable rents, access to shared services, exposure to professional assistance and an atmosphere of entrepreneurial energy. But according to NBIA president and CEO Dinah Adkins, many business incubators offer formal or informal access to angel investors.
• Venture capital clubs: The tremendous wealth created through the commercialization of technology, as well as the robust stock market of the 1990s, have resulted in a large number of angel investors who have begun to formalize their activities into groups or clubs. These clubs actively look for deals to invest in and their members want to hear from entrepreneurs looking for capital.
• Angel confederacies: Some angels, shunning the formality of a venture capital club, band together in informal groups that share information and deals. Members of the group often invest independently or join together to fund a company. So-called confederacies are not easy to find, but once you locate one member, you gain access to them all, a number that could top 50 investors.

Here are 10 action steps you can take to find angel investors in your area:

1. Call your chamber of commerce and ask if it hosts a venture capital group. Many such groups have a chamber affiliation.
2. Call a Small Business Development Center near you and ask the executive director if he or she knows of any angel investor groups. Ask the SBA if you don’t know where an SBDC is.
3. Ask your accountant. If your accountant doesn’t know, call a Big Four Accounting Firm and ask for the partner who handles entrepreneurial services. Ask him or her to point you in the right direction.
4. Ask your attorney. Lawyers always know who has money.
5. Call a professional venture capitalist and ask if he or she is aware of an angel investor group.
6. Contact a regional or state economic development agency and ask if anyone there knows of an angel investor group.
7. Call the editor of a local business publication and ask if he or she knows of any groups. These professionals often write about such activity.
8. Look at the “Principle Shareholders” section of initial public offerings (IPO) prospectuses for companies in your area. This will tell you who has cashed out big.
9. Call the executive director of a trade association you belong to. Ask if there are any investors who specialize in your industry.
10. Ask your banker. If you do business at a small bank, ask the president of the institution. If yours is a larger commercial bank, ask your lender. If you do not have a lender, ask for a lender who works with loans of $1 million or less. A good small-business banker knows of such groups because companies that have received an equity investment are good candidates for a loan.

Originally Posted on: Florida Small Business Consulting - SuncoastGlobal.com

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It’s best use is for commencing initial operation to the point where outside investors can see and feel the venture, as well as understand that you took some risk getting it to that point.

Startup financing will possess two of the following three qualities: good, cheap and fast. It will never possess all three qualities. How easy it is to get depends on two things. If you have nothing, it’s difficult. If you have personal assets, the hard part is putting them at risk. But doing so is the rite of passage to both success and failure.

First Steps

If you’re starting a business, it’s your baby. This idea may leave you feeling simultaneously liberated and inspired. But it also has an edge. Specifically, if it’s your baby, it’s also your obligation to finance it beyond the “I’ve got an idea” stage.

How do you get that first dollop of funds that will either advance your idea to the point where it can attract outside capital, or perhaps jump-start you into profitable operations? Here are some options:

• Sell Assets. If you own things, you can sell them. It’s that simple. Jewelry, rugs, pool tables, boats, time-shares, second properties–the list goes on. Most people’s largest assets are their homes and cars. Homes are covered later. Here’s what you can do with automobiles.
• Borrow Against Your Home. This is the oldest trick in the book. It’s also one of the best because you can exert almost total control over the process. Here’s how it works: Say you need $50,000, your home is worth $250,000 and you owe the bank $100,000 on your mortgage. You can borrow against the equity, in this case $150,000.
• Borrow Against Insurance Policies. If you want to know where all your money goes, look at your insurance payments. Each month you probably pay for health insurance, life insurance, disability insurance, auto insurance and perhaps homeowner’s insurance. Unfortunately, you can only borrow against whole life policies, but most have some cash value after three years.
• Friends and Family. Friends and family present a formidable source of capital. Your typical friend or family investor is male, has been successful in his own business and wants to invest because he wishes someone had done it for him, according to Kirk Neiswander, senior vice president of Enterprise Development Inc., a nonprofict subsidiary of Case Western Reserve University’s Weatherhead School of Management in Cleveland. But, take the following steps to protect everyone from each other:
  • Get an agreement in writing. This will eliminate all conversations that start with, “You never said that.”
  • Emphasize debt (loans) rather than equity (ownership). You don’t want friends and family in your company forever. Before you know it, they start telling you how to run the place, and long-buried emotions emerge. Make it a loan, and pay it back as fast as you can.
  • Put some cash flow on their investment. If Dad says, “Here’s $50,000–try not to lose it, and pay it back as soon as you can,” that’s great. But consider paying some nominal interest at regular intervals so that you and he have a reality check. And it’s better to pay this quarterly rather than monthly. This way, when things are teetering, your lender won’t immediately know it.
• Borrow Against Your Investments. If you’re starting your business part time while keeping your full-time job, a potentially stable investment is borrowing against your employer’s 401(k) retirement plan. It’s common for such plans to let you borrow a percentage of your money that doesn’t exceed $50,000.
• Credit Cards. They’re not terribly creative. But credit cards are quick and easy. In a perverse way, they are also cheap. That is, a minimum payment of $50 per month can hold down a whole lot of debt. Of course, if you only make the minimum payment, your balance continues to grow, and if the business fails, you have to pay the piper. But if things go well and the business pays off the balances without missing a beat, then you look back at your early credit card financing with a nostalgic fondness, and perhaps a twinge of longing for simpler days.

Originally Posted on: Florida Small Business Consulting - SuncoastGlobal.com

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