The Ramblings of a SCORE.org Counselor

Business partners who own a corporation together want to go their separate ways, but one wants to keep the corporate entity for her own endeavors.

2007-12-11T01:53:00.000-08:00

QUESTION.
I started a C Corp with someone else a few years back. The company has not moved along as hoped, and we would like to dissolve our company. We both have different interests now and want to move forward with own endeavors. My business parnter would like to keep the company name to further along her endeavor. And I have no problem with this, but I want my name off of the company documents. How would I as an incorporator, officer and 50% shareholder, effectively "resign" from the company?

ANSWER.
When you filed your corporate application with the State you listed either an "incorporator" or proposed list of officers of the corporation. You can file a form with the applicable filing office establishing a new slate of officers. If you do this, then your name will be off the official filing records. You should also "sell" your stock shares to the other owner of the corporation. You should sign your shares over to the other owner and the other owner should record this transaction in the stock register the two of you were supposed to maintain. You will want a receipt of sale for the transaction. One way to do this would be for the other owner to write you a check for $1 and then you hang on to the cancelled check as evidence of when you sold out. I think I have answered your question. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

If you are an employee, then get paid like one. If you are an independent contractor, then get paid like one.

2007-12-10T01:32:00.000-08:00

QUESTION.
I've just been hired as a "1099" employee who provides a variety of "business services" (customer support, graphics design, running sales reports, entering data into expense reports, etc) to a company based in Asia with USA division in the United States. I'll be helping their East Coast USA customers and sales team. I have never been a 1099 employee before and am not sure how to manage the finances. I work out of my home office. I do not have a business plan, and no business background. Would it be beneficial for me---as far as taxes go---to incorporate as a Sole-proprietor, or LLC? My immediate concern is that I need to know how much to withhold for Federal and State taxes, how much to withhold for Social Security taxes, and what other items I should be deducting from the check I receive every two weeks. I will be paid $51,500 per year. I'll need to pay for my own health, medical, dental, an vision insurance. Haven't picked out a provider for that yet. currently I'm covered under COBRA. Do I need a business checking account? I've already set up another free checking account that can be linked to my personal free checking account. And I've already set up an ING account where I can deposit money held for tax payments. It is also linked to my personal checking account so I can transfer money easily. I just don't know how much to withhold and what to do with it after I've set it aside. Is there some kind of coupon book I need to get for the taxes? Also: I 'm fairly certain I'll need to hire an accountant but how do I decide who to hire to manage my accounting?

ANSWER.
Let's get one thing straight right up front: There's no such thing as a 1099 employee. You are either an employee or a 1099 independent contractor. And if this foreign company treats you like an employee, then you are an employee in the eyes of the IRS. And if you are an employee in the eyes of the IRS, then the company has to withhold your taxes and pay unemployment insurance and Social Security for you. If you are an independent contractor, then you can have other clients, too. And I would advise that you do that if you are going to be an independent contractor. And if you are an independent contractor, then your hourly billable rate should be about 3 times what you would expect to get paid as an employee. If you are accepting a pay rate similar to a mere employee, then you are cheating yourself out of fair compensation. As an independent contractor you will have business expenses and you seem to know this since you have asked me some questions about them. You don't incorporate to be a sole proprietorship or an LLC. You can be a sole proprietorship, an LLC or a corporation. You incorporate to be a corporation. I recommend you contact your local SCORE chapter and sit down with two SCORE volunteer counselors to discuss what you are getting involved in. See www.score.org/findscore/chapter_maps.html. Type your home zip code to find the chapter nearest to you. The sessions are free and I expect one will help you tremendously. Take a look at my Web site. On the home page you will see links to booklists and guides I have created at Amazon. A few of them might prove helpful to look at. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
http://www.scoreprinceton.org/
http://www.jlippin.com/

Start a new business with expectation to bring in co-owners soon, then the C Corp is the way to go!

2007-12-09T11:06:00.000-08:00

QUESTION.
I am looking to start a new service on the Web offering a free community builder package. I am on the verge of creating a business entity and I have been reading those books from Nolo about LLCs and corporations. I was wondering if you would kindly give me some "practical" tips on choosing the correct structure. My situation is I have been doing this project as a solo. Eventually, if I get some traction, I'd like to have a few people join me to develop new features and operate this service. At the same time, like many people who are starting a new venture, I am low on cash and time and would like to do something economical (i.e., being able to fully leverage tax breaks), time efficient, as well as being able to offer a share of the business (e.g., stocks) to my future "partners." So far what I gather is a C-corp is the only way to go for offering stock. But I am concerned about the complexity of running a C-corp. And LLCs seems to be the darling structure in the books I've read, but they are hard to spin off ownership. I was also wondering if it would be advisable to first form an LLC and convert to C-corp later. Does make sense and how disruptive is such conversion to the business?

ANSWER.
After reading your email it seems you already know which choice of legal entity to choose - a C Corporation. In many respects a C Corporation is easier to create than an LLC. This is because to form an LLC correctly you would need an operating agreement which is similar in structure and content to a partnership agreement. While it is true that your LLC would be a single-member one initially, you say you would be growing and it would ultimately become multi-member. Single member LLCs don't have much need for an Operating Agreement. But the only way you can offer ownership interests to employees to motivate them to build your business for you is to offer stock and stock options. Thus, you MUST form a C Corporation. And there is no reason to wait to do so. Forming a corporation is really pretty easy. Just fill out the online application in your state to do so. Depending on your state the registration fees can be low or kind of high. And depending on your state there may be a special tax for being incorporated. But that is a cost of doing business. Build that cost into your business plan and move on. If you were a multi-member LLC you'd have to file a Form 1065 (Partnership Tax Return) with the IRS each year. Filling those out is no more complicated than filling out a Form 1120 (Corporate Tax Return). So filling out tax returns should not keep you from forming a C Corporation. And you'll get a few more tax write-offs as a corporation. This is because EVERY expense of the corporation is a tax deduction. Make sure you pay yourself a salary and issue weekly or biweekly checks and a W-2 at yearend. And make sure you zero-out the corporation's net income by giving yourself a bonus at year-end. That way you will avoid double taxation of corporate earnings. Those earnings are supposed to go to you anyway - so make sure they get to you without being taxed twice. Do NOT form an S Corporation. They are a joke. Well, I think I have answered your question. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
http://www.scoreprinceton.org/
http://www.jlippin.com/

So you want to start a charity? You have to do some reading how to do it before you try.

2007-12-08T12:45:00.000-08:00

QUESTION.
I am interesting in starting a charity in the name of my deceased brother. The charity would benefit the families of those effected by leukemia. I am in need of some assistance in getting it up and running.

ANSWER.
That is a pretty general question you posed. Please take a look at Guide #3 at www.jlippin.com/guidemania.html.

You may also be intererested in looking at some of the booklists toward the bottom of the following link? See www.jlippin.com/listmania.html

I hope my comments are helpful to you. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

Federal and state accounts receivable funding programs? What are they?

2007-12-05T02:23:00.000-08:00

QUESTION.
What can you tell me about federal or state accounts receivable funding programs?

ANSWER.
I have never been asked that question before. And unfortunately I don't have an answer for you. I'm simply not familiar with the subject matter. Sorry. I recommend you you contact another SCORE email counselor. I regret to tell you I don't even know who to refer you to a contact. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

PS. I've been doing this email counseling for well over a year now and you are the first client I have not had an answer for. Ouch!

When planning how to start your business choice of entity considerations are very important.

2007-12-04T02:15:00.000-08:00

QUESTION.
I am starting a financial counseling / financial planning small business. I want to get some advice on business structures and small business formation. In particular, I want to see if an L.L.C. is the best form for my business. If an L.L.C. is the best option, do I need to form a Professional L.L.C. (PLLC)? I'll be registering with the state of Texas as an Investment Advisor, but investment advice will only be one aspect of my services (i.e., I also plan to perform credit counseling and other non-investment related aspects of financial planning). I currently plan to own / operate the business alone, but I was wondering from a legal liability and accounting standpoint if it would make more sense to form the L.L.C. (if that form is the best option) with my wife as a second member. Are there any advantages with adding her and being treated as a partnership instead of a sole proprietorship for liability protection / tax reasons? If I form an L.L.C., should I set it up to be "member-managed" or "manager-managed?"

ANSWER.
You ask a lot of questions. I certainly can answer them all, but that's more trouble than I'm willing to go to in my capacity as a SCORE email counselor. Your questions merit a 1-hour face-to-face session with two SCORE volunteers in a SCORE chapter close to your home. The session would be free - and the counselor should be competent to advise you appropriately. Typically a profession that requires licensing is not allowed limit liability for the professional counseling they do under their license. This applies to doctors, lawyers, cpa's, architects, and engineers. CFPs are kind of a hybrid professional. I'm not aware of a license requirement - but there often times is a registration requirement. As such, I'm not sure you can't limit your liability regarding your services. You do the research and find out. If you can't limit your liability, then either the Prof'l LLC or Prof'l Corporation would be the ideal for you to form. Otherwise, I recommend you form an LLC and have it taxed as a C Corporation for tax purposes. It doesn't matter if you make your wife a shareholder since Texas is a community property state and she has half of what you have in any regard. Make yourself the sole owner and put both you and your wife on the payroll. Make sure to give yourselves bonuses at the end of the year so no income stays in the corporation. You want to be taxed as a corporation so you can write EVERYTHING off. That includes ALL healthcare expenses. You also want to be taxed as a corporation so you will be less likely to get audited. Consider getting a copy of "Structuring Your Business" by Michele Cagan (ISBN: 1593371772). And make sure to read the book review I wrote for it at Amazon. I hope my comments are helpful. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

If you start a business, then NEVER let it go under. Always sell a business even if it is a loser!

2007-12-03T01:19:00.000-08:00

QUESTION.
We own a Quizno's Sub Franchise. Unfortunately, the business was not thriving at all and we had to close the doors yesterday. Do to lack of business and funds we owe almost everyone - especially the landlord. The lease was signed by my husband personally as that was the only way the landlord would allow us to sign. Do you have any recommendations as to our next step? We are in touch with Quiznos Franchise but to be quite honest - they have not been helpful at all since we've owned the place. My husband was going to try to settle terms for the lease with the landlord in hopes that they would take something over nothing - but we don't have anything to give really! I am so afraid that we are going to be financially destroyed personally - including our house. (We have a home equity loan on our home for the business as well.) Should we get a lawyer to help us or can you give us some advice? We sure could use your assistance.

ANSWER.
Before I try to answer your question(s) I need more facts. What is your net worth (you and your husband, you, and your husband)? How much equity is in you house? Who owns the house? Is the house titled in you and your husband's name as tenants by the entireties or as joint tenants? And has your husband filed for bankruptcy within the last 6 years?

If you can answer the above questions I can provide you some of my thoughts. Good luck! Regards, -Jeff
Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

When you own two or more businesses it often isa good idea to form a management company as a C Corp and then create LLC shells for each of the "subs."

2007-12-02T06:57:00.000-08:00

QUESTION.
I have recently formed an S Corp for a bricks and mortor company. I am considering starting an unrelated online business. I will be the only owner of each. How do I go about seting up two companies? Yummies inc. owns Taco Bell, Pizza Hut, and a few others. Would do you think about having a parent company. Basically how do I own more than one company?

ANSWER.
I don't recommend anybody form S Corps today. Either you form a C Corp or you form a limited liability company (LLC). But you've already got an S corp. Oops! You may want to stack your businesses and have a parent company. I recommend you convert your S corp to a C corp which would be a management company with you collecting a W-2 from it. All your healthcare expenses would be fully deductible from the C corp and you would generate revenues for the corp by charging management fees to your two businesses (clothing line and online catering service). You would need to form two LLCs - one for each of the businesses. The LLCs would be owned by the corporation - not by you directly. That way all revenues and expenses of your business ventures would be run through your corporation's tax return at year end. That will help insulate you from getting picked by the IRS for an audit. If your salary from the corporation is not high enough to zero out the corporation's income, then you will need to give yourself a bonus at year-end so the corporation has no taxable income. Consider taking a look at Structuring Your Business (ISBN: 1593371772) by Michelle Cagan. See my book review for it at Amazon. I think I have answered your question. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
http://www.scoreprinceton.org/
http://www.jlippin.com/

Owners of S Corp are on the outs and they now are bickering over who gets to use what name.

2007-12-01T09:16:00.000-08:00

QUESTION.
I have a question about the rights to a corporation name and a dba name. This question is regarding an S-Corporation formed by 3 equal partners five years ago. The partners are currently in disagreement. The active corporation "1234x56, Inc." was created in 2002. In 2004, we filed dba papers under that coropration for the name "123grooves." In 2007, two of the partners formed an LLC called "1234grooves, LLC." The question is: Can I still do business under the name 123grooves fictitious name? Are they allowed to form this LLC using the same name filed as a dba? Are either of us infringing on the others' rights to use the name 123grooves? Or are we both entitled to use that name?

ANSWER.
Your email is asking legal questions. As a SCORE counselor I am not supposed to provide advice that is typically purchased from a law office. SCORE counselors are business coaches - not substitutes for attorneys or CPAs. But I step over the line from time to time. When you file a fictitious name, LLC, or corporation there typically is a requirement that a name search be performed to see if the name is available. The fact pattern you provided me indicated that the fictitious name was filed first in the same state. I would have expected the application for the LLC with that same name to have been returned and not registerable since the name was already taken. Something does not sound right here. But even if the LLC is duly registered, the rule is that the first to file is the first to have rights. The LLC I don't think has a valid claim to the name and you should be able to contact your Secretary of State's office and have her pull the plug on the LLC registration. Technically speaking your S Corp has three equal shareholders - not partners. And if you are not getting along then the unhappy shareholder can force the other two to buy her shares or she can sell them to someone else if they won't buy her shares for a reasonable price. A lawsuit might be necessary. There can only be ONE owner of a business name. Someone gets it and someone doesn't! I recommend you consult a local attorney on this matter. Probably the guy that formed your corporation would be a good place to start. By the way, I don't like S Corps. I recommend to my clients to form either an LLC or a C Corp. Anyone who recommends creating an S Corp is living way back in time. I hope my comments are helpful to you. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

You may think you know what business you want to start. But you better know the business before you start it. And writing a biz plan will help you!

2007-06-30T14:00:00.000-07:00

QUESTION.
I am interested in starting a business funding small business for start up capital, leasing equipment, and expanding their current business. I would also like to montior there growth after funding. I do not have a finanical background. I would like to know how would I put a lien on their business etc, while they are repaying the loan. Also what would be the interest rate to charge for my services. I found a franchise similar to my idea (liquid capital of America) but I am not sure if I want to go with a franchise. Other than my questions above, I know I need a business plan, what else would you recommend?

ANSWER.
All your questions will be answered when you do the research to write your business plan. See PICK A BUSINESS, CREATE A BUSINESS PLAN, AND START IT SOON and
FIGURE OUT HOW TO WRITE A BUSINESS PLAN.

In many ways buying into a franchise is very similar to buying a business plan. A good business plan will take you a bit of time and effort to put together. Just like a good franchise situation will probably cost you a pretty penny.

I hope my comments are helpful to you. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

So what is certification anyway? You may want to offer some sort of certication along with your seminar or course.

2007-06-30T13:51:00.000-07:00

QUESTION.
I certainly do not expect you to remember this but you have helped me before. My question is in regards to certifying my students. Currently I certify them when they attend class and are tested. I very recently launched a home study course in interior redesign and home staging which I give a Certificate of Completion.

If I test these students and they pass, could I offer them actual certification. Nobody seems to know, so I am really hoping you will be able to help me once again.

ANSWER.
What is actual certification? Usually it means that a person has passed a minimum set of standards an institution or association has said must be accomplished. And it is usually the institution or association that issues the certification. They issue the certification because they have the credibility and respect in the community or whatever to be able to issue a certification that will warrant respect.

You can certainly certify that your students have passed your test. And if your seminar has gained credibility and respect in your community, then that certification will mean something. If it hasn't, then it won't be worth much. It's kind of like degrees from colleges. Some mail order school can award its students a degree. And Princeton and Yale can award their students a degree. Does the degree from a mail order school have much credibility? Probably not. But it is a degree, though.

That's about the best I can do for you in trying to answer your question. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

Seminar producer wants some help on how to price his seminars. It's probably a good idea to start with reading a few books on the subject.

2007-06-30T13:18:00.000-07:00

QUESTION.
I came across your lists on Amazon while searching for books on developing seminars and workshops and read that you were a Score counselor. I have a professional organizing and productivity consulting business. I am writing a proposal for the Director of Practice Technology/eDiscovery at a large law firm to provide a two-hour workshop for her direct reports at their annual planning retreat. The workshop will focus on organizing skills such as setting priorities, time management, managing incoming items (paper, email, voice mail) and project management tips. My goal is that, following the workshop, my client will hire me to provide one-on-one coaching for her staff as well. I offer 4-hour and 8-hour hands-on help to get the client's work area or office organized.

My question for you is how to price the workshop. I want to charge for the development of the custom design (PowerPoint presentation, exercises, handouts) and for the facilitation on-site. I will have travel expenses as well since the workshop is in Los Angeles. Do you recommend breaking down the fee or showing it as a bundled price? I've done some research on workshops that target the legal profession. It looks like the hourly rate per person ranges from $80 to $150 per hour for the actual workshop. I'm unclear how to price the development/design portion.

ANSWER.
You did not dig deep enough into my site. You missed the booklist on pricing your product or services. See BOOKS ON PRICING.

Law firms are notorious for being cheap. The topic you propose to talk about seems very cookie-cutter to me. I would expect the director of practice technology and ediscovery to be interested in a lesson on the latest technology for litigation support. That is a very specialized field. Programs like Summation and Lextranet would be covered. However, that is not the question you have asked of me.

You seem to be fixated on competing for the work based on price. I suggest that is the wrong approach to take. You need to know your business and what you need to make a reasonable profit. Then quote that price. Don't try to make a rolls royce for a new client. Save the rolls royces for the regular clients you want to come back for more and more and can reasonably expect them to do so.

Another thing, don't explain your fee to the law firm. If you do, then you are openning up a can of worms so they can nickel and dime you down on your fee. I suggest you give them a flat fee and they can take it or leave it. You will have less headaches that way. If you get the job, then you will make a reasonable fee. If you don't get the job, then you won't lose money and you will have time for other profitable jobs.

I don't think you should base your fee on head counts or billing a rate per head. That has nothing to do with your costs and your expected profit margin. So don't worry about that. Make sure you set a price for the job and that the firm will have to pay your expenses for travel and motel extra.

Skim through the TOCs in the books in the above list. You may get some ideas that way, too.

I hope my comments are helpful to you. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

Mother of two with medical problems wants to start a business or nonprofit. That could get complicated.

2007-06-30T12:47:00.000-07:00

QUESTION.
I will start by tell you a little back ground. I'm a 36-year-old single mother of two. About three years ago I was diagnosed with a seizer disorder and taken out of work. I have always been a very strong-willed and independent person. After losing my job, home, car and moving in with my mom having a pity party for about six month and going through all the tests and adjusting to the medicine, I borrowed some money to start my own company and rented a couple homes and sub-leased them to low income families . Needless to say I spent more money than I made so now here I am with $50 in my bank account.

My question is about fundraising. I want to raise money for my company and use it to buy homes or rehab homes for low income families. Where should I start? I do have a LLC with my current Company. Should I us it, or start a new business or nonprofit? How difficult is it to start a nonprofit? Is it legal to have a fundraiser if it's for-profit business? Please help. I really Just want to help others.

ANSWER.
There are just too many questions for me to answer via email counseling. Furthermore, you need quite a bit of explanation in the answers. I recommend you visit your local SCORE chapter and schedule a face-to-face meeting with two SCORE volunteers to discuss your options. CLICK HERE and type your home zip code to find the chapter nearest you. The meetings are free.

I hope my comments are helpful to you. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

A DJ has been dabbling in business. Now he wants to get serious about it. Time to write a sound business plan.

2007-06-30T11:51:00.000-07:00

QUESTION.
I'm starting up my own DJ company. Right now I have 2 DJs. Usually when we have a gig to do we all go and work together. I'm usually mixing the live sound, and they take turns DJing through the night. As I come closer to launching the company, I realize all the things I need to do and get together as far as paper work and the business side of things. I have to determine how much each person gets paid from each gig. I was wondering If you had any advice at determining this, and if this is not your specifics, could you direct me to someone who might be able to steer me in the right direction?

ANSWER.
You say you want to start a business. To do it correctly you must put together a written business plan. Just as with any writing there is a certain amount of research necessary. There are all kinds of things you have to consider in order to figure out what to pay your employees. That number will flush itself out when you put together the financial section of your business plan. I recommend you get a copy of the following book. See

HOW TO START A BUSINESS IN YOUR STATE ONE

HOW TO START A BUSINESS IN YOUR STATE TWO

Please read the book review I wrote for it.

Also, consider taking a look at the following links. See

PICK A BUSINESS, CREATE A BUSINESS PLAN, AND START IT SOON

FIGURE OUT HOW TO WRITE A BUSINESS PLAN

And contact your local SCORE to meet face-to-face for an hour with two SCORE volunteers. They can help you prepare your business plan. CLICK HERE and enter you home zip code to find the local SCORE office closest to you.

I hope my comments are helpful to you. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

If your organization has offices in more than one state, then it has to register in more than one state.

2007-05-28T07:45:00.000-07:00

QUESTION.
I am a volunteer paralegal with a non profit organization in Mass. We help inmates and their families. I was told I need to register here in NY since this the state I volunteer in. The organization is made up of only volunteers and we use our own funds to run it-do not recieve any funding. What do I have to do to register here in NY? Also is it true that the organization should have insurance? If not am I covered under the volunteer law? I was asked to be on the board of directors of the organization would I be liable for any type of claims against the organization if they don't have insurance?

ANSWER.
Sounds like you are a volunteer for a Massachusetts nonprofit that provides services in New York. If services are truly delivered in New York, then your nonprofit has to register as a nonprofit in New York, too. Since you are merely a volunteer for the organization, you shouldn't have to do anything. The people that manage the nonprofit have to do the paperwork and pay the appropriate fees. You see, a nonprofit is a separate legal entity from the the people who run it. State law is how a nonprofit is recognized from a legal standpoint. As long as a nonprofit does it business in the state where it is incorporated, then all is well. But if it goes outside of the its original jurisdiction, then it has to register itself as a foreign entity in the new state in which it provides services. In this case that means it has to register as a foreign nonprofit in NY. Yes, the organization should have some insurance if the services it provides could cause injury to someone. I hope my comments are helpful. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

When you have a question about an IRS tax form, then visit the IRS Web site and get the instruction guide for the form.

2007-05-28T07:33:00.000-07:00

QUESTION.
I am the Treasurer for a non-profit, 501 (c) (3) organization here in California. Our federal exempt letter states that we must file a form 990, although we do not bring in enough money per the IRS guidelines on the 990 instructions. Are there resources to help complete the form? I am very confused about the breakdowns of events, revenue vs. total receipts, etc., and I don't want to complete this in error.

ANSWER.
The instruction booklet for filling out the Form 990 can be downloaded by using the following link. See http://www.irs.gov/pub/irs-pdf/i990-ez.pdf.

I hope my comments are helpful. Feel free to send me follow-on questions via email. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

Don't expect to create an LLC or a corporation to establish credit separate and apart from your own personal credit history. It won't work!

2007-05-28T07:24:00.000-07:00

QUESTION.
I heard a radio program on which a gentleman promoting his own "incorporate in Nevada" company made some assertions which got me curious. He claimed that one may purchase real estate under a company or LLC name for liability protection.

He also mentioned that one may apply for credit as a corp and get better credit as a corp than one has accumulated personally. My credit score is just under 700 and I'm told that since I have so many mortgages on investment properties [paid promptly and up to date, of course], it will be difficult for me to break the 700 level.

Also wondered how I can purchase property in a corp name without suffering some percentage increase or an "absolutely NOT." As of yet, I'm unaware of how I might transfer ownership to my LLC - I imagine my lenders [GMAC, Countrywide, etc] will stop that immediately. yet, I hear this is the thing to do. How can I actually do it?

Also, should a company be formed by an associate of mine, may I have one of the LLC's be a member of his LLC?

The radio pundit claimed one should put everything he owns in his corporations so that he is personally protected in case of lawsuits, etc. What's your take on this?

Thank you for taking the time. This is a marvelous service you provide.

ANSWER.
You've asked me to provide too much information in your email. I'm a business coach in my SCORE capacity. I'm not a mere free service for asking questions that MIGHT relate to starting or running a business when there is no business in the picture. Your questions sound like you don't have a business, but instead just want to know how you might be able to get your credit rating up.

Corporations are separate legal entities from their owners. While it is true they can get a better credit rating than their owners, this truism can be misleading. Only well-established corporations that have developed a cash flow and good credit history can do this. You cannot simply form a corporation which does not have a credit history of its own and expect it to be able to get credit for you. It just doesn't work that way.

And yes, LLCs can be stacked. An LLC can own an LLC which in turn can own another LLC. But putting property in an LLC or corporation will not protect that property from your creditors. You still own the LLC or the stock in the corporation and your creditors can get an interest in your stock and thus an interest in any property that your corporation owns.

Make it a great day! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

It's always a good idea to study the different options you have for your small business' legal entity.

2007-05-28T07:12:00.000-07:00

QUESTION.
I just started a business in which I offer my services (freelance), which include choreography, music consulting and project management, image and artist development and dance instruction. I have not completed my business plan, however I am currently working on it. I would like to get your advice on the best type of business structure I should focus on as it relates to incorporating and taxes. Although I have researched various options, I am slightly unclear as to which would be best suited for me. Your help is greatly appreciated.

ANSWER.
The choice of legal entity you choose really doesn't have much to do with paying taxes or saving on taxes. The choice you make will only determine which tax forms you have to file with the IRS and whether you are likely to get audited by the IRS. I typically advise SCORE clients there really are only two options: LLC or C-Corporation.

In your case, based on the facts you have provided me, I recommend you go the LLC route. A limited liability company will give your small business a fictitious name, limit liability exposure to you in providing your services, and probably more credibility than merely being a sole proprietorship.

You can have your LLC taxed as a sole proprietorship or as a C-Corporation. If you go the sole proprietorship route for tax purposes, then all your LLC's revenues and expenses will be reported on your personal tax return's Schedule C. This could possibly increase your chances for an IRS audit. If you go the C-corp route for tax purposes, then you will have to file a Form 1120 for the corporation and give yourself a W-2 for the income you will claim from your corporation. Don't worry about the double tax problem with C-corps because you will nodoubt give yourself a bonus at year-end which will effective zero out the income your "corporaton" would owe taxes on.

You may want to take a look at the following link? See LEARN A LITTLE ABOUT CHOICE OF LEGAL ENTITY.

I think I have answered your question. If you have a more specific question about this that you need answering, then feel free to send me follow-ons via email. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

It's always nice to hear from someone who built a business and then sold it for a profit!

2007-05-28T07:02:00.000-07:00

QUESTION.
I have a minority ownership in a small company. We have been in business for two years. A competitor has approached us about selling the company to them. They would like to pay an amount upfront and the remainder would be an "earn-out," which I believe is typical. The earn out would likely be over a 6 month period. We are in a services based business. Also, I would likely be employed by the new company for at least six months. I would like your advice and any thoughts you have concerning what to be cautious of and any "pitfalls" to avoid. This has been "fast-tracked" because our busy season will start in mid-May, so this transaction would likely be complete before the end of April, so any expedited advice would be greatly appreciated. Thank you.

ANSWER.
There are books written on the subject of your email. I highly recommend you get a copy of the following book and read it cover to cover. See BUYING AND SELLING A BUSINESS.

Read the book review I wrote for it. I thought it was a wonderful book. And it is written by an attorney. When you are done reading the book and still have questions, then feel free to send me an email with pointed questions. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

SCORE is not set up to be a free tax planning service. The nerve of some people!

2007-05-28T06:55:00.000-07:00

QUESTION.
I am subject to AMT and I am wondering if real estate invetsment makes any sense. I understand that because of AMT, any deductions would be lost. Is setting up a C Corporation or an LLC an option that would allow me the benefit of the deductions? Thanks.

ANSWER.
SCORE helps people who want to start a business, run a small business, found a nonprofit, or run a nonprofit. Your questions don't seem to fit any of those four topics. Sorry I can't help you. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

It's always a mess when partners or co-owners of a closely-held company don't document up front how they will buy each other out down the road.

2007-05-28T06:42:00.000-07:00

QUESTION.
Two friends and I started a small home-based business in August of 2005. We design, make and sell costume jewelry. We originally started as an LLC, and then gained approval to operate as an s-corporation and filed our taxes as such for 2006. We incorporated online with the boilplate articles of incorporation, but never drew up any further operating agreements or articles. Two of us are doing 95% of the design, manufacture and sales and the third partner, who was supposed to assist with that while managing the books, has fallen very short of her responsibilities and is not pulling her weight. Not only has she not done much in terms of the jewelry, I have had to do a good portion of the bookkeeping as well. Up to this point, she has received a full third of any profits, although she has not technically earned it.

At the end of 2006, we had a meeting in which we discussed this and offered her a few months to improve her performance and value to the company. We explained we would need to eliminate her from the "partnership" if she didn't come up to speed. This past week, we had a review meeting and have mutally agreed to end our 3-way partnership and go forward as a 2-way partnership without her.

We have the following questions we hope you can help us with. In the absence of any partnership agreements, what exactly is she entitled to? We believe she's already earned more than she deserved. Must we pay her one third of our assets? (Our assets basically consist of an inventory of finished goods and raw materials.) Or, is she entitled to one third of the value of our company, and if so, how is that determined? If the latter is so, should we just dissolve this company and start anew so there is no future value to pay her? This is a small business, not yet very profitable, but we have gotten out our initial investments and a small profit as well. It would be a hardship for us to have to pay her anything at this point.

Thank you in advance for any comments you offer us. It is greatly appreciated.

ANSWER.
I'm not sure I have all the facts I need from you. But I will attempt to make some relevant comments just the same. You say you started out as an LLC. Did you have an operating agreement for your LLC which described how the partners would share profits? Did it include any provisions about how to terminate a member (partner)? I suspect it did not.

Then the three of you converted the LLC into a corporation? Or did you choose to just have it taxed as a corporation? Sounds like you actually formed a corporation. But did you ever dissolve the LLC? Or do you have an LLC and a corporation now? And if you have a corporation, then did you issue each other a share of stock to evidence ownership interest held by each?

If your partner is willing to bow out with a fuss, then let her bow out. She doesn't have to get paid for her interest in the business if she chooses not to press the issue. Hopefully the three of you can come to some mutually beneficial arrangement as to what it will take to buy out the third owner. If not, then she technically is entitled to a one third cut in the value of the existing company. The value of the inventory is one thing. But I suspect there is some goodwill that had come into existence.

Consider taking a look at the following book to learn how to value a business. See BUYING AND SELLING A BUSINESS.

If you never issued stock, then how are you going to work that out? Are you going to issue three shares and then take one back? Or are you going to issue just two shares and let the underproducer just leave without ever holding a share?

Typically when you run an LLC you operate much like a partnership. However, when you run a corporation the concept of partnership goes out the window. You become co-owners and you own in the same relationship as the percent of shares you own in the company. It is not a good idea to run a corporation with two owners each owning 50% of the stock. One should own 51% and the other 49%. This way disagreements will not happen - or are less likely to happen.

Try to be as cordial through all this as possible. Any tempers and you'll likely find yourself in court and dealing with legal fees and wasted time. Nobody wants that - especially me.

I think I have answered your question(s). Feel free to send me follow-on questions via email. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
http://www.jlippin.com/

Small business owner formed an LLC because she thought she was going to go into partners with someone. It was a good idea to form the LLC in ANY event

2007-05-28T06:33:00.000-07:00

QUESTION.
I recently started a small business in NJ as an LLC. I originally thought I would be adding a partner, but that did not materialize. I am the only person in the company - no employees. I have a federal tax ID. Can I change this to a sole proprietorship in NJ using the same federal tax ID?

ANSWER.
You can contact NJ and have your LLC discontinued. However, I recommend you keep it. Using the name with the LLC at the end will make your business more credible. You can call yourself president of your LLC. For tax purposes an LLC is a flow-through entity. So you won't be saving any taxes by discontinuing it. And you will limit liability for yourself if you keep the LLC. LLCs can be single member or multi member. You happen to have a single member one at present. I recommend to all my SCORE clients that they get either an LLC or a C corporation when starting their business. I think you have done just fine to create an LLC.

I think I have answered your questions. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
http://www.jlippin.com/

Here's another wanta-be entrepreneur who wants to mix for-profit with nonprofit. It's a no-no to do so! Do one or the other.

2007-05-28T05:57:00.000-07:00

QUESTION.
I'm starting a nonprofit organization that will work hand in hand with a small business that I'm also going to start after I get the nonprofit up and running. I don't have any idea how I go about the legalities of starting a nonprofit. The main focus of the nonprofit is going to be a Web site that helps to educate a certain group of people. It's obviously going to accept donations, and there will be "community site" content including weekly updates and 'messages.'

The for-profit business I will created in the future I will sell memorabilia and other items of interest related to the community members. Also I don't know how to start a business legally, and I need the most cost-effective way to do this. I tried looking through the IRS site and the secretary of state's site but I didn't quite understand it all and they still say to seek legal advice. I'm not sure if the information I'm asking for is really what you do here at SCORE, but I saw that you have experience with non-profits so I'm hoping that you can help me out. Thank you very much for your time.

ANSWER.
Your questions are very broad. Email counseling provided by SCORE exists to help SCORE clients with very pointed questions. Books are written on the topic(s) you have asked about your email to me.

I recommend you contact your local SCORE chapter and schedule a 1-hour face-to-face session with two SCORE volunteers. See http://www.score.org/findscore/chapter_maps.html and type your home zip code in the appropriate blank to find your local SCORE chapter.

I will tell you that it is not a good idea to found a nonprofit that you intend to interrelate with a for-profit that you own. The appearances of impropriety are significant. It will appear that you are trying to profit by involving yourself in a nonprofit cause. That is a no-no.

If you want to start a nonprofit, then start one. You can make a very good living doing nonprofit work. Running a nonprofit does not mean you have to work for free or peanuts. It only means you have to provide a service that allows your company to qualify for nonprofit status in the eyes of the Internal Revenue Code. If you want to start a for-profit, then great! But don't relate it to a nonprofit organization. Consider taking a look at the following links. See

BECOME A FOUNDER OF NONPROFIT ORGANIZATION

PICK A BUSINESS, CREATE A BUSINESS PLAN, AND START IT SOON

HOW TO WRITE A BUSINESS PLAN

I hope my comments are helpful to you. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

Why do so many small business owners want to mix their business with a nonprofit entity? Don't do it!

2007-05-28T05:42:00.000-07:00

QUESTION.
We are new online retailer of DVDs, mostly mainstream movies from the major studios. We would like to partner with several other companies to create a value-added program that will help us drive our sales while raising funds for a local nonprofit.

If our partner companies donate free merchandise which we offer with every DVD sale, and then we donate $1.00 per sale to the charity, what are the tax advantages to each company?

Can we write off marketing expenses, plus our $1.00 donation per item? Can our partners write off the market value of the goods donated, or just the wholesale costs? Thanks for your help.

ANSWER.
Since your company is a for-profit entity, your partner companies cannot donate free merchandise to your company and get any tax benefit. Donations are only deductible if made to charitable organizations qualifying for tax-exempt status under Section 501(c) in the IRS Tax Code. If your company donates $1 to charity, then it gets a dollar of charitable contribution credit for tax purposes. You can write off any marketing expenses you have. You are a for-profit business and marketing expenses are a legitimate expense of doing business. If you donate to charity, ten you are entitled to get a charitable deduction up to a limit based on your company's taxable income.

You also asked if your partners car write off the market value of the goods donated, or just the wholesale costs. See the following IRS publication for your answer.

http://www.irs.gov/pub/irs-pdf/p526.pdf

I hope my comments are helpful. Good lucks! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

Online businesses are great! But don't think it is as simple as building a Web site. You need a business plan!

2007-05-28T05:17:00.000-07:00

QUESTION.
I am a senior in college and a friend and I plan on creating an online business. We think we have a good idea of what we want to do , and it seems to be a very good idea with profits mainly coming from advertisements. But as of now it is only a idea. Do you have any start up advice or steps we should take to put our idea into action?

ANSWER.
It's very simple: document your idea in the form of a 25-35 page sound business plan. See

PICK A BUSINESS, CREATE A BUSINESS PLAN, AND START IT SOON

HOW TO WRTIE A BUSINESS PLAN.

Consider finding a local library that owns the Business Plans Handbook series. See BUSINESS PLANS HANDBOOK BY THOMSON-GALE.

Read as many of those volumes in order to help you put together a stellar business plan for your idea.

I hope my comments are helpful. Feel free to send me follow-on questions via email. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

There's a lot to starting a business. You need a business plan, a Web site, and an ability to market creatively.

2007-05-28T04:59:00.000-07:00

QUESTION.
Please critique my Web site. I am starting a transcription company. I would appreciate any feedback on the site, good or bad. My marketing tool is going to be a postcard I am going to mail out. Thank you.

ANSWER.
Since I am a lawyer and have had experience with transcription services I am a little concerned that you have not thought through fully the business idea you have. You MUST prepare a written business plan that is SOUND - meaning one that is destined to make money. I don't think there is a business model that is viable for the concept you are trying to put together. Write a 25-35 page business plan and prove me wrong! See PICK A BUSINESS, WRITE A BUSINESS PLAN, START THE BUSINESS and HOW TO WRITE A BUSINESS PLAN.

Now, for my critique and/or comments...

1. Need a testimonials page.

2. The site is clean and pleasing to the eye.

3. The ABOUT page is not informative enough.

4. The FAQ section is incomplete.

5. You should include your fee schedule on the site. If you think posting your rates will scare away clients, then you don't think you are selling value to clients. And that is not good.

6. The site is too simple.

7. For examples and inspiration, see
www.publishinggame.com

www.surpassyourdreams.com

www.jblockinc.com

8. Get a copy of the following book:
The Web-Savvy Writer
By: Patrice-Anne Rutledge
(c) 2006
ISBN: 0977830403

See also, LEARN ABOUT WEB PAGE AND WEB SITE DESIGN.

A business plan will include a marketing plan. Simply sending out postcards is not going to get you business. And even if that's all you plan to do, then your Web site is going to have to be stellar so it converts visitors into paying customers. I think you need to take a look at the following link. See BOOKS ON SELF PROMOTION.

I've given you a few things to think about. Contact your local SCORE chapter and sign up for a free 1-hour face-to-face counseling session with two volunteers. We excel at helping wanta-be entrepreneurs create sound business plans. I can't help you with that via emails, though. Sorry. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

Smart business people plan as much as possible before they act. That way they don't waste their time chasing illusions.

2007-05-28T04:50:00.000-07:00

QUESTION.
I incorporated an NPO by the end of last year. It was incorporated as a Chamber of Commerce in the State of Delaware. I have not made it public yet because I am still working its business plan, the Web site, etc. I have not gotten a bank account for it or any money from any source for its operation. I just applied for the EIN. I already paid the Delaware taxes but I do not know what form I need to fill to pay the 2007 federal taxes? I would appreciate it if you could let me know what to do. Thank you very much for your help.

ANSWER.
Are you from New Jersey? Or from Delaware? Are you forming a nonprofit? Or a for-profit? I'm a little confused what you are up to.

To register a corporation in Delaware you need to have a bona fide office in that state. You can probably hire a law firm or some similar entity to act as your bona fide office, but that usually costs money. If you do that, but you really are doing "business" in New Jersey, then you have to register as a foreign corporation in New Jersey. And if you are really doing business in New Jersey, and not in Delaware, then you would only owe taxes in New Jersey since that is where the revenue would be earned. Delaware might have filing and registration fees, though. New Jersey will definitely have filing and registration fees.

But you say you are forming a nonprofit. You shouldn't owe any taxes if that is really the case. You may owe filing fees and registration fees, but technically those are not taxes.

Without having opened your doors yet there is no way you owe any taxes to Uncle Sam. If you are a for-profit, then you would have to file a Form 1120. But you say you are a nonprofit. In that case you just file an information return called Form 990. See

http://www.irs.gov/pub/irs-pdf/f990.pdf and http://www.irs.gov/pub/irs-pdf/i990-ez.pdf.

See also, http://www.irs.gov/pub/irs-pdf/p557.pdf and, http://www.irs.gov/pub/irs-pdf/p598.pdf.

I suggest you contact your local SCORE chapter and schedule a face-to-face session with two volunteers there to discuss your venture. It doesn't sound like you know what you are getting involved in. The secret of success is to know what you are doing BEFORE you do it. See http://www.score.org/findscore/chapter_maps.html and type your home zip code in the appropriate slot.

I hope my comments are helpful. Good luck! Regards, -Jeff
Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

Being a woman can help you get government contracts if you own your own business. Don't waste the advantage while it lasts.

2007-05-28T04:39:00.000-07:00

QUESTION.
We are setting up a corporation that would deal with automated recyling plants and would like to set up the corporation as a women owned to take advantage of certain government contracts. What percentage of the corporation has to be women owned to be considered for that status? Please advise.

ANSWER.
I honestly don't know the percentage. But I do know of a great resource for you. Take a look at Janet Christy's book entitled CAPITALIZING ON BEING WOMAN OWNED.

My hunch is the answer you seek depends on who you are apply to for contracts. But there are one or two organizations that certify a company as woman owned. So you can visit their Web sites. They are referenced in Christy's book. Read my review of the book, too.

I hope my comments are helpful. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

Small business owner wants to let his employee buy into the company. He needs to do a little planning!

2007-05-28T04:31:00.000-07:00

QUESTION.
I started a company and a lady that has been working for me as a sub-contractor now wants to buy into the company. She is in the U.S. in a different state than myself and has an HB1 visa. She is also not a qualified investor. How could I structure the agreement to give her a small peace of the company? Thank you very much!

ANSWER.
You don't mention whether your company is incorporated or not. If it is incorporated then you can simply issue her shares. If you are an LLC, then you can write up an operations agreement (very similar to a partnership agreement) and the document will spell out what partnership interest she will own and how profits will be shared. If you are not a corporation or an LLC, then you should become one. If you are going to bring in new owners, and maybe get rid of them, I recommend the corporation route.

Bringing in a "partner" is not like bringing in an investor. The securities laws do not apply to bringing in a "partner." They are written to protect investors. So don't worry about whether this person is or is not a qualified investor.

The same thoughts you would go through if you were forming your company should pass through your head now as you grow. It's all about choice of legal entity and drafting the documents properly so things work well now and they will continue to work well in the future if one of you decides to leave the company.

I recommend you do some studying on the subject and/or hire an attorney for consultation. As a SCORE counselor I am a business coach. I am not a free alternative to hiring legal counsel. See
LEARN A LITTLE ABOUT CHOICE OF LEGAL ENTITY, and consider getting a copy of Michele Cagan's book. See STRUCTURING YOUR BUSINESS.

I've given you a few things to think about. Feel free to send me follow-on questions via email. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

Some good questions from a person seriously thinking about starting a Web-based business.

2007-05-27T14:01:00.000-07:00

A SCORE client sent me the following 10 questions in an email. See my responses in red capital letters.

1. I am wondering what the best way is for me to set up my business to protect myself should there ever be a lawsuit. CREATE AN LLC OR A C-CORPORATION. BUT CALIFORNIA KILLS YOU ON ANNUAL FEES. IT'S SOMETHING LIKE $850.

2. Can someone pay for my online information and then sue me if something goes wrong? YES

2A. Could you help me with this or point me in the direction to gain this information? ie: insurance needs and costs? NO. YOU NEED TO DO YOUR OWN RESEARCH ON THIS. FOR THE MOST PART YOU ONLY CARRY ENOUGH INSURANCE TO COVER WHAT YOU HAVE AT RISK. IF YOUR LLC IS MERELY A SHELL, THEN NO INSURANCE IS NECESSARY. IF YOU GET SUED AND LOSE THE SUIT, THEN YOU JUST FOLD THE LLC AND START A NEW ONE. I CAN'T IMAGINE YOU GETTING SUED REGARDING THE SERVICE YOU ARE GOING TO PROVIDE. BUT YOU NEVER KNOW.

3. Can I protect myself legally without insurance? YES. SEE ANSWER TO #1 ABOVE.

4. And where can I get the wording for a good disclaimer to use on my website? SURF THE NET AND FIND A GOOD ONE. THAT'S THE WAY YOU SHOULD GET MOST OF THE MATERIAL FOR YOUR WEB SITE.

5. Also, I will be running this business by myself without employees. What is the best set up: soul proprietary or limited liability company? IT'S SOLE PROPRIETOR. BUT I SUGGEST YOU FORM A SIMPLE LLC UNLESS IT IS CHEAPER TO FORM A C-CORP IN CALIFORNIA. WHEN I SAY CHEAPER, I MEAN IN THE LONG RUN. NOT SIMPLY THE COST OF FILING THE PAPERS IN THE FIRST PLACE.

6. If it is an online business I do from my home computer with the assistance of a web designer is it considered a home based business in terms of the licensing and permits based in my home town even if someone from another country pays the fee to receive my information? I have found a lot of information on home based businesses but haven't found enough on website only businesses. YES. YOU WILL BE A HOME-BASED BUSINESS. TECHNICALLY YOU PROBABLY SHOULD REGISTER YOUR BUSINESS WITH THE LOCAL MUNICIPALITY. BUT SINCE YOU WILL NOT BE SEEING ANY CUSTOMERS AT YOUR HOME NOBODY IS GOING TO QUESTION YOU. AT LEAST THAT IS MY TAKE ON THE TOPIC. MOST PERMITS ARE REQUIRED SO TRAFFIC AND PARKING PROBLEMS WILL NOT ARISE.

7. So do most people use their online domain name as their registered business name? YES. IT WILL SAVE IN MARKETING COSTS IN THE LONG RUN. BUT SOMETIMES THE REAL NAME IS LONGER THAN THE URL FOR THE WEB SITE. THE URL CAN BE AN ABBREVIATION FOR THE COMPANY'S REAL NAME.

8. And when researching if the “fictitious” name is available am I researching for my county or since it is a website having customers worldwide would I be looking globally? I'M RECOMMENDING THAT YOU DO NOT FILE A FICTITIOUS NAME. YOU WILL FORM EITHER AN LLC OR A C-CORPORATION. YOU WILL HAVE TO DO A SEARCH BEFORE YOU FILE TO SEE IF YOUR BUSINESS' DESIRED NAME IS AVAILABLE.

9. Do I develop my website first or do I receive all these permits/licensing first? WHAT YOU DO FIRST IS WRITE A SOUND 25-35 PAGE BUSINESS PLAN. GET SOME OF THE BOOKS I TOLD YOU ABOUT IN MY FIRST EMAIL. DO SOME READING AND STUDYING! VISIT YOUR LOCAL SCORE CHAPTER. ONLY AFTER YOU HAVE A BUSINESS PLAN AND MARKETING PLAN WILL YOU BE READY TO PUT YOUR WEB SITE TOGETHER. MUCH OF WHAT IS IN THOSE PLANS WILL BE LIFTED AND DROPPED INTO YOUR WEB SITE'S WEB PAGES.

10. I am not clear if my home town requires Zoning. Who do I ask about that? ALL TOWNS HAVE ZONING ORDINANCES. BUT SINCE YOU ARE A HOME BASED BUSINESS AND YOU AREN'T GOING TO BOTHER WITH GETTING A PERMIT, YOU DON'T HAVE TO WORRY ABOUT THAT. NOW, IF YOU EVER PLAN TO SEE CLIENTS AT YOUR HOME, THEN YOU NEED TO GET THE PERMIT.

If you are going into business for yourself, then definitely get a copy of Microsoft Office for you PC. You're going to need that software!

2007-05-27T13:48:00.000-07:00

QUESTION.
I'm nearing retirement age and my daughter is around 30. She wants me to help her start a business with her. She says the company she wants to start will need a computer and we'll hve to buy Microsoft Office for it. What do we need Microsoft Office for?

ANSWER.
Microsoft Office has a suite of computer programs (applications) that most businesses use to write memos, letters, datatables, presentations, etc.

The five original applications included in the Office package were:

1. Word - A wordprocessing program. Helps one write letters, memos, etc.
2. Excel - A spreadsheet program. Helps one make calculations, work with numbers, and create datatables.
3. Powerpoint - A presentations program. Helps one create slide shows that can be used during presentations, talks, etc.
4. Access - A relational database program. Helps one create a database of information.
5. Outlook - An email program and also an organizer.

Later I think Microsoft gave users an option to two newer programs: Publisher or Frontpage. Publisher is a page-layout program that enables one to create books and booklets. I don't like it. Frontpage is a Web page builder that enables one to code HTML pages with ease.

About the only thing missing from the Office suite that one might need is a good graphics program. A simple one is included, but don't waste your time learning it if you need a graphics program. Get yourself Adobe Photoshop for that purpose.

I usually recommend to my SCORE clients to get a copy of Adobe Acrobat Writer. That program makes it possible to make and modify PDF files with ease.

I hope my comments are helpful to you. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

You're not an accountant, but you sort of want to be. Get Quickbooks Pro and study the program. You'll learn what you need to know!

2007-05-27T13:10:00.000-07:00

QUESTION.
I'm going to start my own business shortly. I've written a pretty sound business plan and realize that keeping good financial records will be important to my business' success. I have a college degree, but it's not in accounting. Is there an easy fairly inexpensive way to learn how to keep the books for my business? Please advise.

ANSWER.
Yes. Assuming you are computer literate I recommend you purchase a copy of Quickbooks Pro at an office supply store. Get a few books on the program from Amazon or Barnes and Noble and read them first. Then install the program on your computer and study the layout of the user interface and maybe go through the tutorial built into the program.

If you have really written a great business plan, then you should know the transactions you'll be recording on a daily basis, on a weekly basis, and on a monthly basis. Set the program up so you can record these transactions as needed. Then take the file you create to a CPA firm (or bookkeeping firm) that is expert in using Quickbooks Pro. Have them tweek your file so It will do a good job for you.

When you've done what I describe above, then you will have mastered the bookkeeping function of your business.

I hope my comments are helpful to you. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

Partnerships suck! If you are considering one, then form an LLC instead.

2007-05-27T12:39:00.001-07:00

QUESTION.
I'm probably going to form an LLC when I start my new business. I have a partner who is going to own 40% of the new company. Why should I consider forming an LLC instead of a simple partnership? Please advise.

ANSWER.
The short answer: to limit your liability exposure. Partnerships are very similar to sole proprietorships. If a partnership or sole proprietorship injure someone during the course of business through its negligence or other fault, then it or they can be liable to the injured party to the extent of his injury. Let's say the partnership is worth $25,000 and the two partners each have estates worth $100,000. In such a case, an injured person who has lost $250,000 can recover the full $250,000 from the two partners and the partnership.

If, however, the business were an LLC instead of a partnership, then the same injured person could only recover $25,000 (the value of the partnership).

Both an LLC and a partnership have similar agreements explaining the company and the owners' relationships. In a partnership the document is called a Partnership Agreement. In an LLC the document is called an Operating Agreement. Drafting either one of these documents can be time-consuming. They usually cost a bit to create since lawyers are often hired to write them. It's advisable to write your own after doing some research and then take it to a knowledgeable lawyer for review.

I hope my comments are helpful to you. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
http://www.jlippin.com/

So many new entrepreneurs want to get fancy with incorporating. They should stick to the basics and incorporate in their home state.

2007-05-27T12:26:00.000-07:00

QUESTION.
I live in Kansas and am going to start a small business here. I think I want to form a corporation. I've heard that Delaware and Nevada are the two favored states in which to form a corporation. Do you recommend I form my corporation in either of those states rather than Kansas? Please advise.

ANSWER.
I recommend you form your corporation in Kansas. You could form it in Delaware or Nevada and have a registered agent accept process for you in the state where you incorporate. But you'd owe an annual fee to the agent and probably some registration fees annually to the state. You also would have to register your out-of-state corporation as a foreign corporation in Kansas. Seems like a lot of hassle for little benefit.

Corporations are creations of state law. The state law of the place a corporation is created is what applies to disputes a corporation may run into. Usually these disputes are between the corporation and its employees. Delaware and Nevada laws seem to favor the corporation instead of the employees. Therefore companies that have lots of employees may benefit from incorporating in Delaware or Nevada even though they don't do business there.

But your company is small and closely held. You have no need for the Delaware or Nevada legal systems. You'll be best off just filing in Kansas.

I hope my comments are helpful to you. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

Friend with money should require friend with business idea to prepare a written business plan before money changes hands.

2007-04-25T13:38:00.000-07:00

QUESTION.
I'm a medical doctor and I have some cash I want to invest. I have a close friend who is a successful small business owner. He knows his business pretty well, and he would like to open another store in a distant county from where we live. He wants me to finance the new store. I have heard his idea, but he has not written a business plan documenting the soundness of the idea. Should I require him to prepare a business plan before I agree to finance the project? Please advise.

ANSWER.
Yes. You should require him to prepare a business plan. You can help him prepare the plan if you like. Two heads are usually better than one when it comes to putting together a business plan. The key thing to keep in mind is studying the existing market where your new business will be started. Study the competition. I can't say this enough. You want to know who their customers are. You want to know how they market their businesses so customers buy from them. And you want to know what their gross revenues are.

After you have answers to the above, you should be able to figure out what the gross revenues of your market are in total. You strategy will be to grab a certain percentage of the market. Your business plan will explain why you can grab that percentage and how you will be able to grab that percentage. If you do a good job explaining those two things, then the finished plan will be your roadmap to grabbing that percentage of the market and in the process becoming a business.

Without a sound business plan in place you would be putting up capital to start the business with little security. Successful entrepreneurs are masters at miminizing risk in the things they do. And having your friend prepare a business plan will go a long way to helping you minimize risk.

I hope my comments are helpful to you. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

Positive cash flow is something every business needs to strive to attain. Usually startups don't have it, and neither do failing companies.

2007-04-17T14:27:00.000-07:00

QUESTION.
A couple of weeks ago I attended a face-to-face meeting with two SCORE volunteers in my home town. I signed up for the meeting because I wanted to get a few things staight about issues I was having in preparing my business plan. I was very pleased with what I learned. One topic that I did not grasp all that well was "Cash Flow." We must have spent 15 minutes on the topic, but I still don't really get it. What can you tell me about it.

ANSWER.
Yes, cash flow is an important topic when preparing your financials for a business plan. A business needs cash to survive. It needs cash to pay its payroll and to pay other bills. Sometimes the problem with cash flow is the business is giving out credit to its customers when it shouldn't or can't afford to do so. Other times the problem with cash flow is no revenues are coming in.

Cash flow means customers pay cash for goods or services they buy from a business. The business in turn has to use that cash to pay its bills and buy more goods or pay more payroll so services can be provided in the future. Then customers can buy more from the business the next day, next week, or next month. What goes around comes around. Cash comes in and then goes out. It's this motion of cash that is called cash flow.

Often a business owner will use a spreadsheet program like Excel with revenue and expense items listed along the left side of the spread sheet and days of the month listed across the top side of the spreadsheet. Revenues are entered as positive numbers and expenses are listed as negative numbers. The columns are each added up and the sum at the end of the day should be a positive number. And that positive number is moved to the top of the next day's column on and on.

If a column adds up to a negative number, then that signifies a negative cash flow. And that is not good. Strategic planning is necessary to avoid a negative summation happening in the future. As a result, cash flow is something that must be monitored at all times. It is a very important business concept to understand. I recommend you Google the term "cash flow" and read as much as you can about it. It will be time well spent for you.

I think I have answered your question. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
http://www.jlippin.com/

Accounting can be very complicated. But the basics are pretty easy to comprehend.

2007-04-16T15:39:00.000-07:00

QUESTION.
I've heard of the following formula as it relates to accounting:

ASSETS = LIABILITIES + NET WORTH

Can you explain this formula to me? I'm trying to learn a little about accounting before I start a small business this summer.

ANSWER.
Assets are things you own. For example a computer, a car, a bank account, or goodwill (like a customer base). Liabilities are things you owe. For example, a debt, an IOU, a loan, or an unpaid judgment. And net worth (or equity) is the difference between the two. For example, you have $1000 in the bank, own an $800 computer, and you owe $500 on the computer. In this case you have a net worth of $1800 minus $500 equalling $1300.

You may get a little more information on this subject by visiting the following link. See LEARN ABOUT ACCOUNTING, BOOKKEEPING AND QUICKBOOKS.

I hope my comments are helpful to you. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

If you want to start a CPA firm, then you'd better get expert at self-promotion. Rainmaking is where it is at!

2007-04-15T13:58:00.000-07:00

QUESTION.
I'm in the process of putting together a business plan for a solo practice CPA firm. I'm not too expert on how to go about marketing it. Can you give me some things to think about?

ANSWER.
Sure. There are probably seven topics I could discuss in answering your question. They are:

1. advertising
2. public relations
3. publicity
4. online marketing
5. customer service
6. self promotion
7. networking

Search my GUIDES and BOOKLISTS for some books on these topics. It is very important that you become expert on these topics before you start your new firm. Make sure you can design and build a great Web site. Also, consider joining a Toastmasters club and getting active in it. It will help you develop leadership skills and become a good public speaker.

I hope my comments are helpful to you. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

Self-promotion techniques include writing articles, blogging, writing books, public speaking, and delivering seminars and workshops.

2007-04-15T13:48:00.000-07:00

QUESTION.
What are some things I can do to self promote me and my small business? I offer services.

ANSWER.
Self-promotion techniques include writing articles, blogging, writing books, public speaking, and delivering seminars and workshops. Join the local professional associations to gain credibility and the local chamber of commerce to network with peers and potential clients. Definitely build yourself a content-rich Web site that will convert visitors into paying clients. Consider getting the following three books to learn more. See

Promote Your Business
By: Mary Morel
(c) 2004 ISBN: 1865089311

Talk Up Your Business
By: Mary Morel
(c) 2006 ISBN: 174114423X

The Web-Savvy Writer
By: Pat Rutledge
(C) 2006 ISBN: 0977830403

I hope my comments are helpful to you. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

When self promoting yourself and your small business there is a fine line between bragging and promoting. Be careful!

2007-04-15T13:35:00.000-07:00

QUESTION.
I'm learning how to get better at self promotion. I have to since I'm now self-employed and have to be the rainmaker for may small professional services firm. I'm afraid I'm coming off as a braggart in many instances. Do you know of a good book I can get that will help me with the problem?

ANSWER.
That's interesting that you should ask me that question. I just reviewed the book I think you need. See

Brag!: The Art of Tooting Your Own Horn without Blowing It
By: Peggy Klaus
(c) 2004
ISBN: 0446692786

Make sure you read the numerous book reviews for it, too. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

Third-year law student is thinking ahead. What should she do after she gets out of school so she can start her own profitable law practice?

2007-04-13T15:44:00.000-07:00

QUESTION.
I am about ready to graduate from law school at the end of the Spring semester. I have good grades, but I didn't get on law review. I expect to get two job offers in the next couple of weeks for employment to start in the Fall. I plan to take two bar exams together. I am wondering if you think it is wise that I accept one of the job offers, or should I try to start my own law practice right out of school? Any advice you can provide would be helpful. Thanks.

ANSWER.
If you plan to practice law, then I highly recommend you take one of those two jobs you expect to be offered. They will give you some experience regarding the practice of law, and help you understand what it is really like to practice law. Hopefully the job offer you pick will provide you some exposure to the professional associations, the local chamber of commerce, and other attorneys who you can examine as role models or at least someone to use as a benchmark of good versus bad.

While you are practicing you should be documenting what the practice of law is like that you are experiencing. Make sure to analyze whether the practice in which you are involved uses a business model that is profitable. If it does, then great. If it doesn't, then you will have a little work ahead of you when you use your notes to create a business plan for the law firm you want to start on your own.

It is critical that you figure out a business model for your law practice that you can enjoy and that is profitable. Not many attorneys do this! But not many attorneys are really happy with the way they earn a living. That's why so many are getting out of the profession.

I recommend you join a Toastmasters club (www.toastmasters.org) to get some experience doing public speaking. Also, try to help manage the club in order to get leadership skills. To market your law practice you almost definitely will have to do seminars and workshops. Public speaking skills will be necessary to do that. You should expect to write articles for the Net, too.

I suggest that you contact your local SCORE chapter when you decide to sit down and write your business plan. SCORE volunteers excel at helping SCORE clients prepare great business plans. Our meetings are free and confidential, so you have nothing to lose by contacting us and setting up a face-to-face session or sessions to prod you along in writing your business plan.

You definitely need a business plan that is sound and can act as a roadmap or cheatsheet for you to follow in running you practice so it is profitable.

I've given you some things to think about. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

When starting a small part-time business it's ok to start slow, but don't fade fast!

2007-04-11T11:23:00.000-07:00

QUESTION.
I want to start a part-time business selling small antiques. I'd like to have it be a home-based business and possibly sell exclusively online. How do you suggest I get started doing this?

ANSWER.
I think the first thing you should do is try to sell a few things on eBay. Sell some things out of your garage that you no longer want, but that you think you can move. Sign up at eBay and study the eBay system of selling. After you sell 5 or 10 items you will get a feel for how to use the site to your advantage. You may also figure out how to find some inventory at eBay that are not being marketed well? In any event, after you are comfortable selling, then get started selling the stuff you want to sell.

If you see it going somewhere profitably, then consider stepping back and writing a business plan for your venture. Have SCORE help you with the business plan if you like. That's how we help our clients the most.

Consider taking a look at the following links. See
USING EBAY IN YOUR SMALL BUSINESS
WRITE A BUSINESS PLAN
BOOKS ON RETAILING

I hope my comments are helpful. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

What comes first? The Web site? Or the business plan and marketing plan?

2007-04-10T15:16:00.000-07:00

QUESTION.
I have an idea for a business. I'm chomping at the bit to build a Web site for it. I haven't written the business plan yet. Should I wait to create the Web site until after I complete the business plan?

ANSWER.
Yes. A Web site is a marketing tool. And it will only be effective if it works for your small business in a way that your business' marketing plan dictates. Without writing your business plan (and marketing plan) first, you will have no way of building your Web site so it is in line and consistent with your marketing plan. Besides, you will probably cut and paste most of your Web site's content from your written business plan and marketing plan.

I hope my comments are helpful. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

Entrepreneur has an eBook and now isn't sure how to market it online. Should have had a business plan for the book before she wrote it.

2007-04-09T04:59:00.000-07:00

QUESTION.
I am writing an ebook that will have a specific target audience. The ebook itself is the easy part. What I need is direction and suggestions on how best to create a web presence, market and sell my ebook.

ANSWER.
Oh, so you want to be an inforpreneur. Consider taking a look at the following link. See LEARN ABOUT WHAT IT TAKES TO BE AN INFOPRENEUR.

The techniques used to Sell an ebook or ebooks on the Web are very similar to those used to promote a Web site or to promote yourself online. Consider taking a look at the following link. See SOME BOOKS ON SELF PROMOTION.

I hope my comments are helpful. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

When designing your small business' Web site don't create hyperlinks to exteral Web pages without forcing the browser to open a new browser window.

2007-04-08T07:15:00.000-07:00

QUESTION.
I am in the process of building a Web site for my small business. I am getting pretty good creating hyperlinks between the pages and to external sites. I don't want my site's visitors to leave my site and get lost so they cannot return to my site easily. Is there a general way to help my site's visitors stay anchored to my site?

ANSWER.
Yes. When you create hyperlinks on your Web pages that go to pages on some other Web site, then add the following HTML code to your hyperlinks:

target="_blank"

By including the above code in your links a new browser window will open up. The visitor to your site will not leave your site since the browser window with your Web site will continue to house your site. When the visitor is done visiting the site you recommended, then he or she will have to close the browser window and return to your site.

I hope my comments are helpful. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

Wanta-be entrepreneur wants to buy an online business. What's he to do?

2007-04-07T10:15:00.000-07:00

QUESTION.
I want to buy an online business. What do I need to do to buy one?

ANSWER.
I assume you want to run the business you buy. I suggest you you surf the Net for online businesses that you would like to buy. Visit those sites and get knowledgeable about them. Then contact the owners and see if they are willing to sell. They probably won't be willing to sell, but you can ask them if they know of any of their competitors who might want to sell. Eventually you will be able to find an online business to purchase.

Things to consider when you approach business owners to buy their business is how well the business is doing. It's generally a good idea to buy a business that is being run poorly so you can fix what is wrong and make considerable profits on a minimal investment. If the business is already being run very well, then you will pay a premium dollar for it.

Buying a business is kind of like buying a house. If you buy a house that is in great shape, then you will pay a lot for it. If the house is in extreme disrepair, then you can get it for a song. But you will have to fix it up for it to be lived in or sold for a nice profit.

You can also seek out business brokers that specialize in helping online business owners sell their ecommerce sites. I don't have a list of such brokers to give you. But you can find their names online using Google.

You will want to do some "due diligence" before you actually make an offer to buy a business. Google the term "due diligence" to learn more about what it involves.

I hope my comments have been helpful to you. Good luck! Regards, -Jeff

Jeff Lippncott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

Part-time entrepreneur wants to sell his T-shirts online. He should start by using eBay, and then create his own Web site.

2007-04-07T09:58:00.000-07:00

QUESTION.
I own and operate a part-time business designing and selling T-shirts. I currently sell them through independent stores on consignment, but that’s going slow. The bigger stores won’t consider stocking my shirts. I've looked into selling them as a street vendor in my city, but that looked like it would be a big hassle. Some of my friends suggest that I consider selling my shirts over the Internet. Should I create my own retail Web site? Should I sell my shirts on eBay? Or both?

ANSWER.
I think your first step in going online is to learn how to sell items on eBay. Start selling things out of your garage. It takes a little study and practice to be good a moving product on eBay. Take a look at Chris Spencer's book for starters. See The eBay Entrepreneur. Then take a look at the following list and see if there is a book or two you might consider studying. See USING EBAY IN YOUR SMALL BUSINESS.

After you get good at selling product on eBay, then start selling your T-Shirts on eBay in order to make a profit. You'll probably need to prepare a business plan once the business starts to take off. And if you get successful selling on eBay, then you will probably want to start diverting sales from your eBay customers to an ecommerce site you'll create. That way you won't have to share as much of your profits with eBay as you did when you start doing all this.

But it is best to start selling on eBay first. I hope my comments are helpful. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

Small business owner want to get into ecommerce. She needs a Web site with a shopping cart and will accept credit cards.

2007-04-07T09:39:00.000-07:00

QUESTION.
I've operated a small business for 5 years. I'm a wholesale distributor/mfg. I'd like to once and for all get a Web site going and be able to accept credit card payments. But I don't want to use PayPal. I'm pretty computer illiterate which makes this whole endeavor difficult for me. Can you help me identify a good (reasonably priced) hosting service for my site? And can you provide some pointers to getting a merchant account for credit card payments? Thanks in advance for any help you can offer.

ANSWER.
I have experimented with a number of hosting services over the years. I started playing with Web pages and creating Web sites back in 1998. I started with the great number of free hosting services out there. Most are gone now since they couldn't make a profit. The one that continues to give away free space as a loss lead into providing fee-based Web site hosting services that I still use today is 50megs.com. Visit it at http://www.50megs.com/ and examine its different offerings. I have been VERY pleased with its service level. And I have not know my site(s) to be down EVER.

Paypal is not bad when it comes to enabling credit card payments over the Net. However, if you have been in business for 5 years, then you should have a good relationship with a bank or two. Banks offer the merchant accounts for credit cards. Price the offerings at your current bank or banks and then shop around at other banks you would be willing to use for your business' banking needs. The one that gives you the best deal for credit card acceptances may not be the bank you currently use for you banking. So switch to the a new bank and get your merchant account there.

I hope my comments are helpful. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
http://www.jlippin.com/

At some point your business will need a Web site. Often it is helpful to get some help creating it.

2007-04-04T14:39:00.000-07:00

QUESTION.
I created an event Web site. I just spent the last 3 weeks looking for a designer and couldn't find one. In the meantime I started creating it myself. Still needs help.

ANSWER.
Consider taking a look at the following booklist for help. See WEB PAGE AND WEB SITE DESIGN.

If you are a service business, then take a look at THE WEB-SAVVY WRITER.

If you are a retail business, then take a look at STARTING A BUSINESS ONLINE.

Of course, surf the Net and find sites that you think are wonderful and consider using parts of the ones you like.

I've given you a few things to think about. I hope my comments are helpful. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
http://www.jlippin.com/

Small business owner is changing landlords and wants to know if he has to provide his tax return to qualify as a tenant.

2007-04-03T17:11:00.000-07:00

QUESTION.
I own a small software business with two employees. I am currently trying to rent an office space with about 1,000 sq. ft. The landlord wants me to give him my company's tax return and provide a security deposit. I am wondering if I should give him my company's tax return. Also, what is a reasonable security deposit? Lastly, is it fine to give him a six-months security deposit instead of giving him my company's tax return? As you can see, I am hesitant to give him my company's tax return.

ANSWER.
The landlord is a business person. He wants to be sure that he is renting to a tenant that can make the rent payments on a regular basis. You would do the same thing if you were in his shoes. About the only thing I would be hesitant giving the landlord that may be on the tax return would be my social security number, but most landlords want that number so they can do a credit check on you. Are you a corporation so you will have a separate tax return for your business? And a separate EIN for your tax return? Or are a sole proprietorship or LLC and thus your tax return is your personal return? The bottom line is that I recommend you provide your tax return but redact (white out) your nonbusiness information if it discloses a lot about you that is irrelevant to your business.

I recommend that you pay as little in security deposition as possible. The less you put up will mean the more you have for working capital in your business. Also, if you go belly up you will have less at risk assuming the landlord doesn't sue you for unpaid future rent.

I could go on and on regarding this subject. I think I have answered your question. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

Government grants for startups are few and far between. Think in terms of getting your startup funds from some other source.

2007-04-02T14:55:00.000-07:00

QUESTION.
I am going to start a non-profit Christian-based communication company that will produce a Christian youth magazine. I will have to start this business from my home right now but wanted to know if there is any gov't funding that I can apply for?

ANSWER.
The government is not providing much in the form of startup capital for either for-profits or nonprofits. So the answer to your question is - no.

You may be interested in the following link? See BECOME A FOUNDER OF A NONPROFIT.

There may be some other links of interest to you about half-way down the following link? See

www.jlippin.com/listmania.html

Sorry I couldn't be more help. Feel free to send me follow-on questions via email. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
http://www.scoreprinceton.org/
http://www.jlippin.com/

Entrepreneurs want to form their own limited liability company. Best place to start on that project is at the bookstore.

2007-04-01T02:33:00.000-07:00

QUESTION.
My friend and I are starting an espresso catering service in our town. I downloaded the Limited Liability form #205 from the Texas Secretary of State office and am having trouble figuring out what exactly needs to go in some of the blanks. We don't want to submit it and have it rejected, so we want to do it right the first time. Would this be something you could help us with? And if not could you point us in the right direction? Thank you so much.

ANSWER.
As a SCORE counselor I am limited to providing business coaching services. When legal services are needed I recommend the client seek out an attorney to help them with legal matters. Helping you fill out the LLC form for Texas would be the practice of law.

The form should not be all that difficult to fill out. If you are having trouble, then visit www.nolo.com to find a book on how to form an LLC. My memory tells me that there are two or three books on the subject that Nolo sells.

Forming an LLC is not necessarily all that easy. The single-member ones are VERY easy since there is only one person involved. However, the multi-member LLCs are a bit more tricky because they are basically partnerships. When you form a partnership a smart person will draft a detailed partnership agreement that covers such topics as buyouts, death of a partner, etc. An LLC has a similar document called an operations agreement or operating agreement. You would be foolish to form a multi-member LLC without a good operating agreement. What happens when you and your friend don't like being partners? How will one of you get your money back? What about management issues?

Search online for samples of operating agreements. If you can't find a few, then look for sample partnership agreements, too. The topic should be covered in the book or books you get from Nolo. You can also visit your county courthouse and visit its law library that should be open to the public for free. Ask the law librarian where the form books for LLC issues is kept. Study the form book and you will be using the same book a local attorney would be using.

I hope my comments are helpful. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

If you've got intellectual property that can be patented, then it's usually a good idea to seek out a patent so your asset is protected from theft.

2007-03-31T11:37:00.000-07:00

QUESTION.
My husband has designed a sub assembly for a textile weaving machine. His employer wants to put the design into production. They both agree it will revolutionize the non commercial weaving industry. They have agreed on a royalty amount and now we need to sign a contract. The employer is currently having his lawyer draft an agreement - we need to find a lawyer to review the agreement on our behalf. My question is: How do I find a lawyer versed in royalties? Any help you can give will be appreciated. Thank you.

ANSWER.
Nowhere in your email do you mention that your husband is going to get a patent for his design. He really should get it patented before he starts charging royalties for it. To get it patented you could consult an intellectual property attorney. And a good IP attorney will also be adept at reviewing royalty contracts.

Consider taking a look at the following link. See http://www.martindale.com/Intellectual-Property/. IP attorneys are a true specialty. They usually are fairly expensive. Treat yourself to an initial consultation at least. I hope my comments are helpful. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
http://www.jlippin.com/

Small business owner wants to know about the necessity of 3-day consumer right of refusal with his contracts.

2007-03-30T05:03:00.000-07:00

QUESTION.
We are a General Contractor in Morris County, NJ. Need to know about the necessity of 3-day consumer right of refusal requirement within my contracts.

ANSWER.
That is a legal question. As a SCORE counselor I am supposed to stick to business coaching. Quite honestly, I could answer your question by doing a simple search on Google and finding a few articles on the subject. But I will leave that for you to do. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

A Web site will help your small business more if it can be found using the Search Engines. Study a few books and a few Web sites to learn about SEO.

2007-03-29T17:02:00.000-07:00

QUESTION.
We find ourselves starting a home-based business through the Internet. We have developed our own website which offers custom-designed widgets as well as stock widgets. Unfortunately we are having problems getting recognized by the Search Engines. We get conflicting advice as to how long it takes as well as what approach is best to become recognized. Some say "weeks" -- some say "years." Since marketing on the Web is new to us, we need immediate help in the form of sound advice from someone who has "been there, done that." To complicate our situation, we find ourselves on a shoestring budget which limits our ability to go and hire "Experts." I will admit to overestimating our ability to promote ourselves quickly on the Web. Can you help us? We truly hope so! Hope to hear from you soon.

ANSWER.
Books can be written on the subject you are asking me to send you an email about. I just took a look at your site and it looks pretty nice. Take a look at the following list of books. See BOOKS ON SEARCH ENGINE OPTIMIZATION (SEO).

I recommend you get three of the five books and read them and study them. Then put a list of questions you have and send them to me. I will answer your questions. However, in a nutshell, you need to figure out who your competitors are on the Web. Find at least 10 to 15 top Web sites that sell what you sell. Then examine the source code to the home pages to see what Meta-Name keywords are listed. Collect those keywords on a sheet of paper for all 15 top Web sites. Then type the keywords into Google and check the Meta-Name keywords used by the top 20 listed sites for each search. After a bit you will find patterns and typically used keywords people use to search your type of business. Those are the words you have to use to market your site on the Web.

You should write articles that people will enjoy reading, but that have those keywords embedded in the articles. Post those article on free article submission sites. See the list of sites in the bottom left quadrant of my homepage (http://www.jlippin.com/). You will want to sign the articles and and include the URL to your site's home page. Links from sites external to your site give your site more credibility and thus higher rankings with the search engines. Also, you should create FOUR different free blogs that regularly link to your site. See the way I have done it with my site at www.jlippin.com.

I signed up for a free Blogger site and a free WordPress site. Each blog entry is a simple article of sorts, but don't take as long writing the blog entries as you would an article. If you do an entry a day in each of your blogs (that's four blog entries a day) for a couple of months, then your Web site should be ranked high in the search engines. Make sure each entry has a link back to your site and each entry relates to some of the keywords that are critical to your site. Study my site (http://www.jlippin.com/) and see how it interrelates to my Amazon profile and two blogs. Then type my name (Jeff Lippincott) into Google, MSN, Yahoo!, Altavista, and Webcrawler. Create an Amazon profile and review a couple of books. Create a few lists and guides at Amazon under the account. You should name your profile the name of our Web site (it's URL). Having a meaningful profile at Amazon link to your site goes a long way in giving your site credibility.

Take a look at the following site: http://www.businessinfoguide.com/. It was created by Stephanie Chandler. See her Amazon profile at AMAZON. See how she interrelates her Guide site with her profile page. You can do the same, but name the profile the same as your Web site. I've given you a few things to think about. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
http://www.jlippin.com/

Someone starting a new business will do well to limit their liability exposure by forming either a corporation or an LLC.

2007-03-28T12:18:00.000-07:00

QUESTION.
I have worked for 18+ years in electrical contracting (electric, heating, & plumbing). I want to start up a business on my own, but also want to protect myself legally. I have secured an insurance policy but need to know more about setting up this business to protect my assets. I plan on incorporating in September. Can you give me any specific areas that I should be aware of?

ANSWER.
From your email question I am not sure whether you are asking me how to limit your liability exposure or how to start your business properly. If you want to know how to limit liability you can form either a limited liability company (LLC) or form a corporation. Of course, you will want to have some liability insurance, too. The insurance will cover a small claim so you will not have to shut your business down. The LLC or corporate form protects you from losing your house (if you have one), but the company might have to be liquidated if the claim is big enough. For that reason, you never want to have too much invested in your company. But your email sounds like you want to know what you need to do to start your business. You need a written business plan for starters. See PICK A BUSINESS

WRITE A BUSINESS PLAN

You may want to take a look at the following book, too? See STRUCTURING YOUR BUSINESS.

Consider contacting your local SCORE chapter and scheduling a 1-hour face-to-face session with two volunteer counselors. At SCORE we are business coaches and excel at helping wanta-be entrepreneurs create great business plans for their new ventures. See http://www.score.org/findscore/chapter_maps.html and input your home zip code to find the chapter nearest to you.

I've given you some things to think about. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

Retailer from the West Coast sold expensive equipment to someone on the East Coast and is now having trouble getting paid. Oops!

2007-03-27T02:10:00.000-07:00

QUESTION.
I sell and install web video camera systems. Against my better judgment I sold equipment to a childcare center in a distant state from my home. The customer made an initial payment of $1,500 and we agreed to terms to pay monthly for the rest, about $5k to $6K in total. She made one payment and then stopped. She said she had a car accident so I suspended payment for several months if she agreed to pay the equipment off. She sent me 3 checks for $1,500 all post dated for the 20th of Jan,Feb & March. They have all bounced and she is not returning my calls.

ANSWER.
For starters you can notify the woman and tell her that she had better pay you what you are owed or else you are going to notify the county prosecutor's office in the customer's county that she paid you with post-dated checks that all bounced. That is a crime, and I think it can create some jail time. She will probably pay you what you are owed if she doesn't want to go to jail.

I'm not sure what the terms of the contract you had with this debtor. Did the contract provide that you were allowed to repossess the property that you sold her? If so, then you can contact the woman and determine if she will voluntarily return your property to you. You may have to send someone out there to pick it up if she will voluntarily give it back to you. Then you can sue her for your loss (i.e., the difference between what you ultimately sell it for and how much she owes you).

If you don't have a contract, and the lady is not willing to give you back your product without paying for it, then that is another form of theft. You can contact the local police in West Virginia and explain that the woman has stolen your property. Chances are they will escort someone of your choosing to go pick up the property.

As a SCORE counselor I am a business coach. I am not supposed to dish out free legal advice. Instead I'm supposed to tell you to see an attorney to help you in this matter. I crossed the line a bit in writing you this email.

I hope my comments are helpful. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

No need to incorporate a church in order to gain tax-exempt status. Only nonprofits need to incorporate.

2007-03-26T04:09:00.000-07:00

QUESTION.
I am trying to incorporate a new business, a church, as a nonprofit in the state of New Jersey. I am not clear what is the difference or the benefit if I file a certificate of incorporation using "Title 16" form or filing the Public Records Filing for New Business Entity form. Please advise. Thank you in advance.

ANSWER.
Your email is puzzling a little. You mention business, church, and nonprofit all in one sentence. My take on what you are up to is that you want to incorporate a church. There is no need to do that because a church is tax-exempt. A church is a religious organization and cannot be taxed. A church is NOT a nonprofit organization. A nonprofit organization is by definition a tax-exempt entity that is not religious.

SCORE exists to help people start and run small businesses and small nonprofits. It is an arm of the US government. As such, it is not allowed to help form religious organizations.

I hope my comments are helpful to you. It appears you really did not need much, if any, help from me. If you think I have misinterpreted your email, then feel free to send me a follow-on question or questions via email. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

Wanta-be entrepreneur has bad personal credit history. What are his options for getting startup capital?

2007-03-25T07:02:00.000-07:00

QUESTION.
How do I attain start up capital with a bad personal credit history? I am cleaning it up and will be on track very soon but still look bad on paper. My small business venture is a full Interior Design service focusing on Re Staging and Re Design. I have been an Interior Designer for 16 years. This experience is like gold. I have written a full Bussiness Plan and know that $10,000.00 is the amount needed to start my dream. So?

ANSWER.
The simple answer is to bring in a partner who has good credit. Use the partner's credit history instead of yours. If you don't want a partner, then you will have to save the $10,000 before you start your new venture. That way you won't have to borrow anything.

I hope my comments are helpful. If you want to have someone examine your business plan for soundness, then contact us at SCORE and schedule a face-to-face session for an hour. You'll sit with two of us and we can troubleshoot it for you. See http://www.score.org/findscore/chapter_maps.html and type in your home zip code to find the closest SCORE chapter to you. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

Group of professionals want to start their own professional association. It's probably the simplest type of nonprofit to form.

2007-03-24T14:13:00.000-07:00

QUESTION.
A group of us are trying to start up an nonprofit organization to benefit the profession that we are in. We would charge yearly dues, offer a certificate, newsletter, educational opportunities, and a pin for members. We would like to know how to go about getting a business structure put into place. We have established an interim board, and have had several meetings. Any help that you could give would be greatly appreciated. One board member has a CPA that we are consulting as far as trying to establish a non-profit status.

ANSWER.
The type of nonprofit you are seeking to form is one of the easiest to create. Your members will be your donor base. Therefore, fundraising is very simple. It is similar to a trade association or bar association group. You will need to incorporate in order to qualify for IRC Section 503(c) status. Consider taking a look at the material in the following link. See BECOME A FOUNDER OF A NONPROFIT ORGANIZATION.

After reviewing the above link I suspect you will have some follow-on questions. Feel free to send them to me via email. I hope my comments are helpful. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

Sometimes a business should be formed as a not-for-profit. Don't always assume a business is really a for-profit venture.

2007-03-23T05:03:00.000-07:00

QUESTION.
I would like to start an entertainment Web site for youths who will be able to display there talent and skills there. For instance, I will rent camera equipment so they will be able to produce commercial(s) or music video(s) as an internship, if the major is in TV production. Anything they need to receive experience we will help them do and the outcome will be displayed on the Web site. They will also be able to view tips, play games and sell items. For example, if they have a clothing line a shirt may be sold on the site. Anything to help them succeed! My following questions are:

1. I am considering making the entity of this business an LLC, do you think that is okay or should I make it a partnership?

2. Before I launch the Website I know I should have the company's name, logo etc. trademarked. Should I set-up the LLC, i.e., prepare articles of organization, tax ID application etc. (even if there is no income) before I launch the Web site or after?

3. I would like to branch off and start a nonprofit that will support the entertainment site. We will provide career counseling, have seminars and throw events for the community to attend for free. Will I be able to fund the nonprofit with the funds I receive from the entertainment site?
Thank You for all your help!!!

ANSWER.
Wow! I am impressed with your vision in the email you sent me. I think making it happen will take a lot of work on your part, but the vision and goals you hope to achieve are very commendable.

Now let's come back down to earth. What you describe is a nonprofit organization you want to form. It is not a business - or at least it should not be a business. To qualify for tax deductible donations you will have to incorporate. It is never a good idea to intertwine nonprofits with for-profits. And you never fund or support a for-profit with a nonprofit.

Nonprofits can be run much like a business. And, in fact, they should be run that way. There is no need for you to think in terms of starting a for-profit business. And you certainly don't want to start two businesses at the same time.

By the way, LLCs are not corporations. LLCs do not have articles of incorporation. They have what are called Operating Agreements that are very similar to Partnership Agreements.

You are going to need to put together a Financial & Operations Plan for your nonprofit. See BECOME A FOUNDER OF A NONPROFIT

See also, WRITE A BUSINESS PLAN

I highly recommend you read a few business plan samples to get a feel for what they are about. See BUSINESS PLANS HANDBOOK. You should be able to find a library around Washington that has the 12-volume set. Spend a Saturday at the library reading through them.

Consider learning as much as you can about nonprofits. Scroll down the following link to the nonprofits section. See http://www.jlippin.com/listmania.html.

I've given you a bunch to think about. Consider contacting your local SCORE office to schedule a 1-hour face-to-face meeting with two SCORE volunteers. See http://www.score.org/findscore/chapter_maps.html and type your home zip code in to find the office. The meeting is free. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

How does an inventor get his product patented and to market so he can make money off it?

2007-03-22T04:35:00.000-07:00

QUESTION.
Well, I came up with an idea for a good business, but due to the lack of funding I am unable to secure the business. I have partnered with someone to make a unique machine, but he lives outside the US and has only signed a non-compete and non-disclosure. Therefore, I am worried if he makes this machine then he may partner with someone else, because he essentially is making an expensive machine for me out of his own pocket. Also, if the partnership works out and we move to the next level, which is selling this machine to a big corporation, then I think I will need counsel with me there too for a large order.

ANSWER.
You have an idea for a machine, but you do not have the money to build a prototype. That is such a common story. I think you can be classified as an inventor. As such, you should have figured out how to get the money to have your prototype built instead of having someone build it for you for free. What happens if this person who is building YOUR machine doesn't want to partner with you (or you don't want to partner with him)? Are you going to owe him for his troubles in that case? This person has signed a nondisclose agreement with you, so chances are he won't be able to partner with someone else.

Normally an inventor who has an idea has a few steps to perform before he or she takes their invention to a commercial level. First, she needs to have a prototype built. She will do that by saving the necessary capital to have the protype built (or she will build it herself). She may borrow funds in order to have the prototype built. This is often the case if she owns a home and has equity in that home she can borrow against. Second, after the prototype is built she tests it to see if it does what it is supposed to do. If other people are involved in this testing, then they sign noncompete and nondisclosure agreements. Fourth, if the invention does what it is supposed to do, then she should consult a patent attorney to have the idea patented. That is going to cost her some money, too. She should expect to pay for that cost herself, too.

While the invention is being patented, she is protected from anybody swiping her idea. Now the fifth step comes into play: do market research and prepare a business plan. You have many options available to you as to how to start your new business. You may want to go it alone. You may want to find partners. You may want to form a corporation and sell shares in it to investors. You may want to license your invention? It can get complicated, but that is why you need to do market research and prepare a business plan. Doing this will help you uncomplicate what it is you want to do. The written business plan will be your roadmap to success.

When the plan is complete, then you are ready to use it yourself, or to use it to attract partners, investors, or license your invention.

Consider taking a look at the following links. See PICK A BUSINESS

WRITE A BUSINESS PLAN

BOOKS ON VENTURE CAPITAL

LICENSE YOUR IDEA OR INVENTION

FINANCING YOUR SMALL BUSINESS & ANGEL INVESTORS

I hope my comments are helpful. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
http://www.jlippin.com/

Small business owner doing import/export got screwed by its shipping agent. What should he do to minimize his loss?

2007-03-21T05:01:00.000-07:00

QUESTION.
I am doing importing business and have some problems with shipping companies. A month has passed since I was supposed to receive my package, and I still have not received it yet. I'm told the shipping company did not do all the proper paperwork and as a result my goods cannot clear customs. My goods sit in storage at present and there is a storage fee associated. The storage fee will be higher if someone does not move the package out of warehouse. Eventually the merchandise will be auctioned after 6 months if nobody takes action.

What can I do? Pay the storage fee by myself to get package first and then sue the shipping company for the loss? My business is on the US east coast and the shipper is on the US west coast.

ANSWER.
You answered your own question at the end of your email. You need to pay the storage and then sue the US company that is responsible. Your shipping documents should have their name and address on which to sue. Furthermore, since they ship to you in your home state they should be subject to suit there.

Personally, I think you should eat the exta cost you have suffered. The legal battle and costs will not be worth it to you. Write off the extra cost as an expense of doing business. There is no need to dig a bigger hole than you have already dug. Learn from your experience. You need to better research your business and how you run it so this won't happen again. Do you have a sound written business plan? It doesn't sound like it. If you did, then you would already know who was a reliable shipper, how much it would cost, and how dependable they were.

I hope my comments are helpful to you. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

One brother wants to take over the other brother's business without getting nailed with too much wealth transfer tax.

2007-03-20T17:03:00.000-07:00

QUESTION.
I need advice from an attorney on changing the name of an existing LLC owned by my brother and then forming a second (new) LLC with the name of the old LLC. What is the most straightforward process to do such a thing?

ANSWER.
To accomplish what you want to do you only need to contact your State's secretary of state and change the primary contact or owner of the existing LLC from your brother to you. Then your brother needs to form a new LLC. The State's business records dept isn't going to have a problem with you doing this. However, the IRS and the State's taxing authorities might have a problem with this because in effect your brother is giving you an asset (a business) that you never owned before. Transferring title of a business from one person to another is a taxable event. Let's say the business is worth $100,000. By transferring the business to you the IRS will argue that your brother just gave you $100,000, and the transfer would be subject to a gift tax. If your brother had recently died and left the business to you in his will, then the business would be subject to an estate tax.

The normal way to go about all this and avoid tax issues is for your brother to file for a ficticious name which is owned by the existing LLC. Then your brother does business under the ficticious name and ceases to do business under the original name. You will need to form a new LLC with a new name. Your brother's LLC will license the old name of his LLC to your new LLC which in turn uses the name for some of its marketing efforts. Eventually you will stop using the licensed name in your business. When your new LLC's name becomes popular enough and the old name isn't needed any longer to draw business you'll be set. The licensing fee need not be very much - a nominal amount.

You'll probably need to visit an attorney to help you accomplish all of this. As a SCORE counselor I'm not supposed to provide free legal advice. I'm just a business coach. I hope my comments are helpful to you. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

Simple networking group wants to be converted into a full-fledged not-for-profit.

2007-03-19T01:17:00.000-07:00

QUESTION.
I am starting to take a networking group I began last year & turn it into a non-profit organization. Can you assist me with how to get started? I have a board of directors with officers. We have started working on our Mission Statement, By-laws & strategic plan, but it's the IRS paperwork that I am just not sure about. Do we need to hire an accountant? Do we need to get a bank account first? I would appreciate any assistance you can provide! I have started my own business, but the world of Non-profit is very new to me.

ANSWER.
To get started you will need to form a corporation with specific wording it its registration form and bylaws that will qualify it for Internal Revenue Code Section 501(c) status. See
BECOME A FOUNDER OF A NONPROFIT ORGANIZATION.

Also, you mention you are not too sure about the IRS paperwork. See

http://www.irs.gov/pub/irs-pdf/p557.pdf

http://www.irs.gov/pub/irs-pdf/f1023.pdf

http://www.irs.gov/pub/irs-pdf/i1023.pdf

I hope my comments are helpful. Feel free to send me follow-on questions via email. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

Loan application filer wants to know if he has to disclose an old bankruptcy on his application form.

2007-03-18T03:32:00.000-07:00

QUESTION.
When applying for a start up loan with my bank, if I have had a personal bankrupcy 10 years ago do I still have to disclose it? My divorce then was horrible enough without reliving it if I do not have to.

ANSWER.
It all depends on the specific loan application form that you are asked to complete. Not all applications ask you if you have EVER filed for bankruptcy. Few banks really care if you have a bankruptcy on your record. What they care about is whether you have the ability to repay your loan NOW and in the foreseeable future. In fact, if you have filed for a bankruptcy in the past 6 years then you are a better loan candidate than someone who hasn't. This is true because bankruptcy filers are foreclosed from filing another bankruptcy for 6 years after being discharged in bankruptcy. That 6 year window allows a bank to go after your assets free of being kept from doing so by a bankruptcy court.

In any event, if a divorce caused you to go bankrupt, then you have a good explanation for the bankruptcy happening. Don't worry about having to disclose the bankruptcy. What you need to worry about is putting together a good business plan so you will qualify for a small business loan. Of course, you may be applying for a home equity loan. In that case, you don't need to put together a business plan to qualify for the loan.

I hope my comments are helpful. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
http://www.jlippin.com/

Wanta-be entrepreneur wants to know where to get start-up funds for his business idea.

2007-03-17T13:56:00.000-07:00

QUESTION.
I would like to get advice on where a good place to get funds to start a business would be.

ANSWER.
A good place to start would be YOUR bank account. The next best place would be borrowing against the equity in your personal residence. Then, of course, you could borrow funds from family and friends. Another alternative is to find business partners who have funds. One aspect of this is doing a "private placement." These methods of obtaining startup funds are the ways for new businesses to get started.

If you already have a going concern, then your business can hopefully obtain a line of credit from your bank. Your business can apply for a small business loan possibly backed by the SBA. Maybe there are government grants your business might qualify for? You could also seek funds from investors.

Consider doing a private placement or getting a venture capital firm to consider investing in your business. Consider taking a look at the following links. See

FINANCING YOUR SMALL BUSINESS & ANGEL INVESTORS

BOOKS ON VENTURE CAPITAL

GOVERNMENT GRANTS

I hope my comments are helpful to you. Feel free to send me follow-on questions via email. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

When does a small business have to charge sales tax? It's not always a straighforward question.

2007-03-16T04:48:00.000-07:00

QUESTION.
I just opened an LLC a few months ago as a painter. I just completed my first commercial project, and I'm not sure if I have to charge tax. Any help would be appreciated.

ANSWER.
There are all kinds of taxes businesses owe. The two main ones are income taxes and sales taxes. But sales tax is only collected (and owed) when you sell a product, i.e., a prepared meal at Burger King, a picture from a gallery, or a book from Amazon.com. A service business on the other hand does not collect sales tax because services are taxed under the income tax laws. When a lawyer renders legal services he does not collect sales tax. When a barber performs a haircut for a customer he does not charge sales tax. And when a commercial painter paints a building (he is performing a service) and he does not charge sales tax.

Now if you sell your customers the paint and materials you use to perform your services, you will need to collect sales tax on those items. Paint and materials are products that can be sold. But if you use the paint and materials during the performance of your painting services and do not sell them to the customer, then you collect no sales tax on their value. You will just expense the paint and materials as part of your cost of doing business.

I hope my comments are helpful to you. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

When starting a business try to gather as much information from your competitors as possible. Don't reinvent the wheel if you don't have to do so.

2007-03-15T14:18:00.000-07:00

QUESTION.
I'm starting a credit repair company and I need to find someone to help me with my contracts. I already have a contract typed up, but I'm not sure of the legal stuff. Any suggestions?

ANSWER.
When you start a new business you are supposed to research your industry and your market so you can prepare a killer business plan to guide your moves in business. Your market includes your competitors and how they do business. Have you written your business plan yet? It doesn't sound like it. If you have researched your competitors, then you would have gotten some of their contracts. Those contracts would show you how they do things, AND they would should you how to consider doing things yourself. Much of starting a business is not about reinventing the wheel. Get their contracts and use them. If you can't find someone to give you theirs just for the asking, then pose as a customer to get them. I hope my comments are helpful to you. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

It's important to know the difference between single-member and multi-member LLCs. Forming one when you should have formed the other is not good!

2007-03-14T16:34:00.000-07:00

QUESTION.
I started a small family business (husband & wife) last year. It is a service company and organized as an LLC with me listed the primary contact. Next, I requested a TIN with myself as contact once again. Upon receipt of the TIN I noticed that my status was sole member of disregarded entity. My intention was for the two of us to be equal partners and share the income/loss through our annual tax returns. As I reviewed my taxes for 2006, I noticed that there is a statement that I cannot file form 1065 partnership due to my federal tax status.

We started operation the last week of September through December with no salaries paid to either of us. I have calculated a loss of approximately $3,600 for those 3 months which is primarily equipment, renovation, rent, utilities, and supplies. My initial thought is since no salaries were paid and no SE is required this time, I could file 1040 schedule C and roll it to our taxes (we file jointly) this time but I need to fix our filing status as I anticipate salaries being paid to generate SE and taxes by June 07. What forms or actions do I need to take to change the status of this LLC to a joint ownership? Also, will a new TIN be required once the status is changed?

ANSWER.
You say you created an LLC last year. You and your wife are the underlying partnership behind the LLC. Your first mistake was not listing both you and your wife as the partners in the LLC. You should correct that with the State. If you don't, then the State recognizes your LLC as a single-member LLC - and that is not your intention.

Once you have your LLC paperwork in order. Then you need to apply for an EIN for your LLC which is a multi-member LLC, which is usually viewed by Uncle Sam as a partership for tax purposes. I say "usually" because there is such a thing called "check the box" and you could have your LLC treated as a C Corporation. My recommendation is that you want to have it treated at a partnership.

Whether your LLC is a single-member (sole proprietorship) or multi-member (partnership) will dictate which tax forms you have to file with the IRS. You are currently being treated as a single-member because of the way you filed your LLC papers with the State and how you applied for an EIN with the IRS. Fix your problem by getting an EIN for your multi-member LLC as if it is a partnership. Make sure the other EIN you applied for is terminated. If you do that, then you will be able to file a Form 1065 partnership tax return which is what you should be doing.

Sounds like you have your work cut out for you. I hope my comments are helpful. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
http://www.jlippin.com/

Entrepreneur wants to start a restaurant in the US that is set up like one in Latin America.

2007-03-13T05:26:00.000-07:00

QUESTION.
I have been interested in a business venture for about three years now. As a child I remember a very famous restaurant that started in Latin America. Now I only need instructions on start up, property acquisition, which loans are right for me, and much more. The most important step right now is to present a business plan to the franchise that is located in Guatemala. Can you help me present to the franchise that I am the right person for the job?

ANSWER.
It usually takes quite a bit of capital to start a restaurant. This is especially true for a franchise restaurant. I recommend you call us at SCORE to schedule a face-to-face counseling session with two volunteers for an hour. See the following link - http://www.score.org/findscore/chapter_maps.html - and type in your home zip code to find a chapter close to you. If you have what it takes to start a restaurant, then we can help you put together your business plan in 3 or 4 sessions spread out over a period of months. Take a look at the following links. See

Pick a Business, Create a Business Plan, and Start it Soon

Figure Out How to Write a Business Plan

Starting or Running a Restaurant &/or Catering Business

I hope my comments are helpful to you. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

Paralegal wants to practice law without a license. She has to go to law school first and pass a bar exam.

2007-03-12T05:18:00.000-07:00

QUESTION.
I'm currently a paralegal student. I've held several jobs as a paralegal, but I'm interested in starting my own paralegal venture. I'm trying to decide on a business or not-for-profit organization, or both? I would like to draft legal documents for pro se clients, provide them with information about different forms and when to file them, show them how to research legal information and I would also like to be a mediator. How should I go about getting started? I've just been logging my ideas and researching information.

ANSWER.
I think you need to go to law school and pass a bar exam before you can do what you want to do. What you describe is the practice of law. And there is a crime called the unauthorized practice of law. Now California has a pretty liberal idea of what is the practice of law, and they let people (paralegals) hold out their own shingles to do doc prep and other "barely legal" work. Generally, the only way you are going to do paralegal work as an independent contractor is to work for attorneys. You can form a paralegal business that will only have attorneys as clients, but then you might run into problems with conflict of interest issues. Imagine yourself working on a case where you work for both the plaintiff's attorney and the defendant's attorney. That is a no-no. Sorry I couldn't be more helpful. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

Small business owner learns the hard way that starting a small business without a sound written business plan is foolish.

2007-03-11T07:34:00.000-07:00

QUESTION.
I own a small business set up as an S corporation. This is my first business and I've been doing it for one year. Most months I have made enough money to pay store expenses but not any salaries. I am past 65 and collecting social security benefits, so I have income and did did not need to earn a living from the store. I had one good month, but I lost about 20,000 dollars for the year. The franchiser now has a Corporate Store about a mile and a half from my store. During Jan and so far in Feb my sales have been almost nothing. I am now looking at what my options are to go out of business. I have about 15,000 in credit card dept. I would like to pay that off myself even if I close my business. My main concern is that I have a year left on my lease. I also have a contract with the phone company and internet service provider. I don't know whether to look at bankruptcy or do I have other options. I can't afford to pay the lease out of my retirement. Any advice you might be able to give me would be greatly appreciated.

ANSWER.
Sounds like your business is in need of some strategic planning. Hopefully you already have a written business plan. But I bet you don't or else you would not be in the situation you have described. SCORE specializes in helping small business owners prepare business plans and/or do strategic planning for an existing business. I recommend you contact your local SCORE chapter and schedule a free confidential face-to-face counseling session with two SCORE.org volunteers. Simply go to http://www.score.org/findscore/chapter_maps.html and type your home zip code to find the chapter nearest you.

I hope my comments are helpful to you. Email counseling at SCORE can be helpful, but try the face-to-face counseling first. Both options are free. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

Entrepreneur wants to start a Doggie Day Care operation. Wants to know about business structure and payroll issues.

2007-03-10T03:09:00.000-08:00

QUESTION.
I am in the planning stages of a Dog Day Care Center. I have not completed the marketing as yet but at this point I am estimating that the business will require myself plus four part time assistants each working 20 hours per week. The first help I need is on deciding if the business should be set up as a Sole Proprietorship, C Corporation, or a Limited Liability Corporation. The second help is regarding taxes, income and social security. The total gross per year is estimated at $100K to $150K. Thank you very much for your assistance.

ANSWER.
Sounds like your are in the process of putting together a business plan. That's the right thing to do. If you do it correctly, then you will have taken much, if not all, the guesswork out of your new venture. See Pick a Biz, Write a Plan for it, & Start the Biz
and How to Write a Business Plan.

The total gross income per year you quote sounds too low to me. After return on capital, return on your time, and return on ultimate goodwill, and taking out expenses and taxes there isn't going to be much left over for you. But you will figure out what works and worth the effort when you finish the business plan.

One of the elements of your business plan is making a choice of legal entity. If you are planning to created the business to be a job for yourself, and you don't expect to sell the business soon, then the only logical option for you is the LLC. See Choice of Legal Entity.

See also, Structuring Your Business by Michele Cagan. Make sure to read my book review for the book and consider getting a copy of the book.

You will have to pay salaries. And when you do you will have to do withholdings. I recommend you take a look at the various IRS publications that will interest you. See http://www.irs.gov/formspubs/index.html?portlet=3. At a minimum download Publication 505 and Publication 535.

I also recommend you contact your local SCORE chapter and schedule a face-to-face session with two volunteer counselors. The 1-hour session is free, and they will help you greatly polish your business plan.

I think I have answered your questions. I hope my comments are helpful. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
http://www.jlippin.com/

If a business is a corporation, then make sure to include INC at the end of its name!

2007-03-09T15:03:00.000-08:00

QUESTION.
We are a nonprofit corporation that functions similar to a church. I would like to print up business cards for the priest. These cards will include his name as well as the name of the organization. However, I would like to exclude the designation "Inc." that one traditionally includes after the name of a business corporation. Is there a legal reason why I would want use the "inc" in the organization's name? The reason why I do not want to include "Inc." is that it sounds too legal and more like a for-profit organization. Any advice you can offer would be most appreciated.

ANSWER.
Sounds like you have been talking to someone with a little legal know-how about liability law, but they couldn't fully explain to you what they knew. Your question is very pointed, and not one that many people would pose.

Let me ask you what you think the difference is between the following two businesses: (1) Nonprofit Center and (2) Nonprofit Center, Inc.?

The first is an unincorporated for-profit business using the fictitious name "Nonprofit Center." I know this because a nonprofit has to be incorporated to qualify for Section 503(c) tax-exempt treatment under the Internal Revenue Code. And without the "Inc" after the business' name I know it is not a corporation. And since it is not a corporation it is not a separate legal entity from its owners and the owners can be personally liable for any damages caused me by the business. Let's say that someone slips and falls on the front step of the Nonprofit Center and hurts themselves. They can sue the priest and possible get a judgment against him for everything he owns.

The second is an incorporated organization (for-profit or nonprofit?) using the fictitious name "Nonprofit Center, Inc." I know this because "inc" is used at the end of the name. And if someone slips and falls on the Center's front step their only recourse is to sue the organization since it is the owner of the front step. The priest who runs the center is not personally liable because he does not own the front step of the center. The organizaton is a separate legal entity different an apart from the priest.

So the answer to your question is that the ""inc" should be included on the priest's business card if you want to make sure the Nonprofit Center is recognized as a separate legal entity different and apart from the priest.

I hope my comments are helpful to you. Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

Enterprising professional wants to figure out how to structure his various business ventures that all interrelate.

2007-03-08T05:26:00.000-08:00

QUESTION.
I am an associate in a startup professional firm and we are seeking advice on business structure options. At present, the firm has two partners. A third partner will be coming on board shortly, so we are considering a general partnership, LLC, PC, S Corp, or other appropriate entity.

In addition to typical professional engagements, we hope to undertake real estate development initiatives, as well as perhaps the design, manufacture, and retailing of products. Furthermore, we are an international concern doing business in the US and China. We could use further information as to how to structure a business or partnership in China so as to be able to receive fees and transfer funds to the U.S. This may affect which entity we choose.

Any other advice that you can give us regarding liablity, taxation, international business, business structure, etc would be very helpful. In addition, any other suggestions or resources that you could share with regards to setting up operations, financing, state &/or small business incentives or benefits would be much appreciated.

RESPONSE.
Apparently the other SCORE counselor has already done his quota of emails for the day and your questions have been routed to me. Your email indicates that you have a very broad vision of what you want to do for a living. I counted at least 4 businesses in your email:

1. Professional Services Firm
2. Real Estate Development Firm
3. Manufacture & Retail Business
4. Consulting in China

I don't know the rules in your state regarding choice of entity allowed for your profession. I never recommend my clients consider becoming a partnership or an S Corp. And a sole proprietorship is not a particularly good option either. Thus, my hunch is your professional services business should be either a Limited Liability Company (LLC) or a Professional Corporation (PC). The real estate development firm should probably be an LLC. The mfg and retail business should probably be a C corporation. And the consulting in China if it generates much in revenues should probably be the equivalent of a C corporation incorporated in China. That way you can shelter income generated in China from US taxes.

You should also form a C corporation to own all four entities I describe above. Thus, it is my recommendation that you form 5 entities. You will need to consult a business lawyer preferably with an advanced tax law degree, i.e., LLM in taxation. I recommend you read the following link. See Learn a Little about Choice of Legal Entity.

And possibly get a copy of the following book? See STRUCTURING YOUR BUSINESS.

I've given you a few things to think about. And a few things to read. I hope my comments are helpful. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
http://www.jlippin.com/

Entrepreneurs want to know if they need one or two corporations. It all depends!

2007-03-07T05:02:00.000-08:00

QUESTION.
We sell a product under an S Corp we co-founded. Recently we recorded an audio book that relates to the product, and we are about to sell it. However, my business partner wants to sell it under the name of another corporation. She wants me to receive commission from it and I could have shares in the other corporation. She said that if someone were to sue our first company over the product, it wouldn't affect our income with the audio book. We have product insurance for the product. Does this sound like a smart thing to do?

AND part two: Do you know how we can find venture capitalists/investors?

ANSWER.
SCORE counselors are not supposed to dispense free legal advice as part of our counseling. We are more coaches than consultants. I have no problem taking a stab at your questions. But I'm just telling you for future reference.

Most of your questions involve "Choice of Legal Entity" issues. There is nothing wrong with having two corporations in order to limit liability. In fact, it is done all the time. For example, a taxi cab company might have 10 taxi cabs in its fleet. Each cab is a separate corporation or LLC. If one cab gets in an accident and gets sued for negligence, then only that one cab is at risk. The other 9 have no exposure. I'm not sure your business partner is setting up her corporation to minimize exposure. I bet she is setting it up so she can get more of the profits for herself. That's fine, but she doesn't have to set up a separate corporation to accomplish that. If you don't need a corporation, then it is cheaper to do without it. Most businesses don't qualify for venture capital. And the ones that do have to put together a stellar business plan in written form that will convince a venture capital firm that the business will make A LOT OF MONEY in a short amount of time given the proper capital infusion. See

Books on Venture Capital
Financing Your Small Business & Angel Investors
Figure Out How to Write a Business Plan

If you want to learn more about Choice of Legal Entity, then see

Learn a Little about Choice of Legal Entity

I recommend you contact your local SCORE chapter and set up a face-to-face counseling session with two volunteer SCORE counselors. Those meetings are free and very helpful to people trying to get a business started. They are great for troubleshooting a business plan. I hope my comments are helpful. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

Small business owner is scared he's going to fail and wants to know exit strategy possibilities.

2007-03-06T05:19:00.000-08:00

QUESTION.
If my new health club venture does not pan out like I anticipate, how can I get out without losing my home? How does the bankruptcy toward the business work?

ANSWER.
Your email is not a very cheery one. I'm not sure you have provided me enough information to answer your question. If you formed an LLC or a corporation as the choice of legal entity for your business, then you can dissolve your business when it tanks. You can walk away from any BUSINESS obligation without any liability for business debts if you formed an LLC or a corporation.

However, any debts you incurred PERSONALLY you will still owe even after your business is gone. For example, if you took out a home equity loan against your personal residence and contributed the borrowed funds to your business, then you will still have to repay your loan or the bank can foreclose on your residence.

If you are married, and the house is in your wife's name, then your house may be protected from any debts you personally owe.

You will have no need for a bankruptcy for the business if you made your business a separate legal entity, i.e., an LLC or a corporation. If you didn't, and you operate as a sole proprietorship, then you may have to file a personal bankruptcy to get out of some of your business debts. That's because as a sole proprietorship you are your business and your business is you. Bankruptcy will not protect your home since the lender will have a security interest in your home assuming you signed a mortgage when you borrowed from the bank.

If you don't already have a business plan in place, then I recommend you write one ASAP. Most businesses that have a sound written business plan do not fail. Consider calling your local SCORE chapter and scheduling a 1-hour face-to-face session to discuss writing a business plan. That is SCORE's expertise if you ask me - business plans.

I hope my comments are helpful. But beware that SCORE counselors are not supposed to give out free legal advice. I crossed the line a little in responding to you this time. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
http://www.jlippin.com/

Contractor didn't get his contract in writing. Now customer doesn't want to pay what is owed. Ouch!

2007-03-05T04:45:00.000-08:00

QUESTION.
I have recently started a construction consulting business and am having difficulty collecting payment from a client. We do not have a written contract but did verbally agree to terms prior to my engagement. He has paid a portion of December's billing and originally agreed to pay me in full for my services by the end of January. However, he has since renegged in our agreement and now states that he will not pay what is owed but will settle for a fraction of the amount.
Please advise of my options at this point. Note that there are additional business owners who witnessed the verbal agreements mentioned above. Thank you in advance for your assistance.

ANSWER.
Your question is legal in nature and generally SCORE counselors are not supposed to answer legal questions. Instead we are supposed to refer you to an attorney to get an answer. Of course, I cross the line from time to time if the answer is fairly easy to provide. The general rule is that a contract for more than $500 of product or services is required to be in writing to be enforceable. Sounds like your client knew the law and took advantage of your ignorance. However, you can sue him for unjust enrichment which is a way to sue for what you are owed "off the contract." If you bring your witnesses to court, I suspect the judge will award you pretty much what you listed on the written contract that the client did not sign. You probably should chaulk this fiasco up as a learning experience. Never do more than $500 of work without first getting a signed written contract. Also, never let the client get ahead of you. If you do work on installments, then only do work that you have already been paid for. Then when a client refuses to make more payments, you just quit working for her. That way you only work for compensation! If your client paid a bill which includes many, most or all the terms of your contract, then that payment can be used as written evidence of a contact that existed. You do not specifically need a formal written contract on which to sue. Does this client care about his reputation in the local business community? His failure to pay you what you are owed can cause him to damage his reputation. You can tell whoever you like what he did to you (as long as it does not appear to be done maliciously). And over time his reputation will go down. Of course, that assumes you have a good reputation yourself. I hope my comments are helpful to you. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

My rent is costing my business too much. Is it time to do some strategic planning?

2007-03-04T13:50:00.000-08:00

QUESTION.
I don't know if you can help me. I need to keep my business alive; it's about to go under. Where can I find financing to enable me to move to a smaller leased building? There will be costs required to renovate retail space to accomodate a laundrymat. Can you help?

ANSWER.
I can only make comments. Your question is a bit cryptic. My take on it is that you have a laundry business that is failing and has been failing for some time. You think the rent obligations are killing you and you want to move to another location, but don't have the cash to pay for the move. Am I correct?

If so, then you need to put together a business plan regarding your laundry business. You should have written a business plan a long time ago. If you had, then you probably wouldn't be having your current problems. But that's something that is in the past. You need to move forward. Write a business plan for your business. One of the costs of doing business is moving your business to a new location. Your business plan will document how much your "new business" will make over the next three years. Those revenues will justify the move. The plan will hopefully convince a bank to loan you the money necessary to make the move. Funny thing is, if it won't, then your business deserves to tank anyway.

By the way, when you write your business plan you might discover that you don't need to move. Instead, you need to start marketing so more business comes your way. It is quite costly to move a laundry business. So I suspect that is not the best alternative for you to consider.

If a bank won't help, then you might consider taking on a partner who can sink the necessary cash into the business so it will stay afloat. You still need a business plan so you will have something to show the potential partner when you try to talk her into joining you.

Take a look at the following links on business plan writing. See

Pick a Business

Write a Business Plan

I highly recommend you contact your local SCORE chapter and schedule an appointment for a face-to-face counseling session with two SCORE volunteers. See

http://www.score.org/findscore/chapter_maps.html

and type your zip code into the appropriate slot. Those sessions are free, and you will get some good comments on your situation from the counselors. I hope my comments are helpful. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
http://www.jlippin.com/

One of the things an entrepreneur has to cover in her business plan is Choice of Legal Entity.

2007-03-03T05:12:00.000-08:00

QUESTION.
I'm starting an online job search engine. How can I cover myself legally until I can afford a lawyer?

ANSWER.
A lawyer will not cover you legally. You can form an LLC (limited liability company) for starters. Visit your county court house's law library (free) and ask the law librarian there to show you the book on forming LLCs. Then log online to your state's business filing site and register your LLC.

You may want to take out some liability insurance, but you don't need a lawyer for that.

I hope my comments are helpful. Feel free to send me follow-on questions via email. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

Steps one should take to start an eBusiness.

2007-03-02T05:04:00.000-08:00

QUESTION.
I am interested in finding out if an ebusiness idea is legal or not? Is contacting a small business lawyer the first step in starting an ebusiness? Any feedback on the steps I need to take to start an ebusiness would be helpful, and of course how to find out if our idea is legal?

ANSWER.
If a non-eBusiness is legal, then its eBusiness counterpart is legal. There is nothing special about a business being conducted over the Internet. The first step of starting a business is to have an idea and then write a sound business plan. See

PICK A BUSINESS
http://www.amazon.com/gp/richpub/syltguides/fullview/RRPPY20QOM8NV/ref=cm_sylt_byauthor_title_full_3
WRITE A BUSINESS PLAN
http://www.amazon.com/gp/richpub/syltguides/fullview/3K0GZALNJ9Z77/ref=cm_sylt_byauthor_title_full_15

I hope my comments are helpful. Feel free to send me follow-on questions via email. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

Can we write-off business expenses when we don't have business income?

2007-03-01T05:20:00.000-08:00

QUESTION.
We decided to incorporate our business before getting too far into the process and before making any sales. Incorporation was effective 10/5/06. We have not started to do business yet - still building Web site that will be our "store." Do I have to file a Form 1120S with the IRS for 2006 since we didn't do any business in that year? Also, can we write off the $$ we spent on books, software, etc., that we spent in 2006 before we incorporated, on a Schedule C?

ANSWER.
You do not have to file a tax return unless you have business income. Therefore you do not have to file an 1120S for 2006. You can capitalize the costs you paid for books, software, etc in 2006 and write them off in 2007 assuming you expect to have income then.

You cannot write off the books, software etc on your personal Schedule C because you can't offset business expenses against W-2 income.

I hope you have written a sound business plan. I say this because normally I advise my SCORE clients to finish the plan before forming their legal entity. If you had a plan, then you would be making money right out of the blocks. And you would only have incorporated after you had the plan in place. See

PICK A BUSINESS
WRITE A BUSINESS PLAN

I hope my comments are helpful. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

Entrepreneur wants to know options for finding startup funds.

2007-02-28T02:30:00.000-08:00

QUESTION.
I would like to get advice on where I should consider going to get funds to start a business.

RESPONSE.
A good place to start would be YOUR bank account. The next best place would be borrowing against the equity in your personal residence. Then, of course, you could borrow funds from family and friends. Another alternative is to find business partners who have funds. One aspect of this is doing a "private placement." These methods of obtaining startup funds are the ways for new businesses to get started.

If you already have a going concern, then your business can hopefully obtain a line of credit from your bank. Your business can apply for a small business loan possibly backed by the SBA. Maybe there are government grants your business might qualify for? You could also seek funds from investors. Consider doing a private placement or getting a venture capital firm to consider investing in your business.

Consider taking a look at the following links. See

Financing Your Small Business & Angel Investors

Books on Venture Capital

Books of Government Grants

I hope my comments are helpful to you. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
www.scoreprinceton.org
www.jlippin.com

Should a commercial painter charge sales tax on his labor?

2007-02-27T18:04:00.000-08:00

QUESTION.
About two months ago I started a new business doing paint jobs; I'm a painter. Did my first commercial project and I’m not sure if I have to charge tax. Any help would be appreciated.

ANSWER.
There are all kinds of taxes businesses owe. The two main ones are income taxes and sales taxes. But sales tax is only collected (and owed) when you sell a product, i.e., a prepared meal at Burger King, a picture from a gallery, or a book from Amazon.com. A service business on the other hand does not collect sales tax because services are taxed under the income tax laws. When a lawyer renders legal services he does not collect sales tax. When a barber performs a haircut for a customer he does not charge sales tax. And when a commercial painter paints a building (he is performing a service) and he does not charge sales tax.

Now if you sell your customers the paint and materials you use to perform your services, you will need to collect sales tax on those items. Paint and materials are products that can be sold. But if you use the paint and materials during the performance of your painting services and do not sell them to the customer, then you collect no sales tax on their value. You will just expense the paint and materials as part of your cost of doing business.

I hope my comments are helpful to you. Good luck! Regards, -Jeff

Jeff Lippincott
SCORE.org Counselor
Princeton, NJ
scoreprinceton @ aol.com
http://www.scoreprinceton.org/
http://www.jlippin.com/