Business Basics: Trade Dress

This week we thought it’d be a good idea to look at one of the most important parts of a product’s branding, its trade dress. You are affected by trade dress every single day, whether you realize it or not. If we describe a white coffee cup with a green circle on it, you’ll know it’s from Starbucks. Or if we show you a bag with a red square and yellow arches, you’ll think McDonalds. Essentially, trade dress is the various characteristics that make up a product’s or package’s appearance. But how do you protect your own trade dress? And does building a brand mean marrying that packaging?

Trade Dress

We bet you still know what company this is.

Why should you build trade dress recognition?
Because your company needs a way to immediately distinguish itself. Your brand embodies all of the goodwill and trust you’ve built into your company, and something as simple as a color, font, or even the shape of your product’s box can evoke all of those feelings within whatever customer is looking at your product. That’s why you want your trade dress to be consistent over all of your properties. Your logo, signage, site, and product packaging should all be built around some common element that inextricably ties your business with your product or service.

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Member-Managed LLCs Versus Manager-Managed LLCs

Traditionally, Limited Liability Companies are treated like partnerships. Two or more people get together, found a company, form an LLC, and then start running the business. But there’s more than one way to run an LLC. Member-Managed and Manager-Managed Limited Liability Companies are run very similarly, but there are also some key differences that anyone looking to form an LLC should know.Limited Liability Company

Member-Managed LLCs

Member-Managed LLCs are, by far, the more common choice. Each member of the limited liability company is treated as equal to every other member, and everyone shares responsibility for the day-to-day operation of the LLC. Continue reading

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Business Basics: The Single Member LLC

Limited Liability Companies were, originally, meant to be a replacement for the standard partnership. In 1977, the IRS ruled that it would treat the very first LLC, a Wyoming-based oil company, as a partnership for tax purposes. That meant any money earned by the company would flow through it, directly to the members of the LLC. It wasn’t until 1988, however, that the IRS chose to recognize all LLCs as partnerships, rather than corporations. LLCs are thus, at the federal level, treated as partnerships, which complicates matters for Single Member LLCs. Single Member Limited Liability Companies thus face challenges unique to its business structure – challenges that anyone considering forming a SMLLC should know about and expect.

Single Member LLC

What are the differences between a Limited Liability Company and a Single Member LLC?

The main difference is right in the name. A single member LLC only has one member, or owner. Limited Liability Companies were primarily created to protect the interests of everyone involved in running the company. The assets and debts of the company were its own, and the assets and debts of each member was their own. If one member misbehaved and owed creditors money, the creditor could not seize control of the LLC – they could only collect on the proportional share being paid to that owner. Likewise, if the company went bankrupt, the personal assets of the members were safe. Single Member LLCs, on the other hand, are not partnerships and it has been up to the state courts to decide how much protection a single-member LLC should really provide.

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Business Basics: Limited Liability Partnership

A Limited Liability Partnership is a very interesting type of business structure. Limited Liability Companies already combine the ease of running a partnership with the protection of a corporation, and the IRS originally ruled that LLCs would be taxed as partnerships. So what is the difference between a Limited Liability Partnership and a Limited Liability Company? And which one would be the best structure for your company?Limited Liability Partnership

What is a Limited Liability Partnership (LLP)?

We’ll answer the easiest question first. An LLP is very similar to an LLC – both protect the company’s owners from lawsuits and debtors, and both have a pass-through tax structure, meaning anything the company earns passes through it, directly to the owners, without being subject to any corporate income tax. However, a Limited Liability Partnership offers an extra bit of liability protection to each partner. So, just like in a Professional Corporation, the other partners in an LLP will not necessarily be liable for the consequences stemming from another partner’s actions.

Do all states recognize LLPs?

Yes, though the laws recognizing LLPs vary from state to state. The majority of the states have adopted the Revised Uniform Partnership Act, which includes a provision for LLPs stating ‘An obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the partnership.’ In layman’s terms, that essentially means that the company, and not the individual partners, is responsible for any obligations stemming from contracts or torts. The states that haven’t adopted the RUPA instead opted for their own laws to recognize LLPs, but all follow the same basic pattern.

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Business Basics: How to Start a Non-Profit Corporation

We have written on non-profit corporations before, but as we only dedicated a sliver of a paragraph to how you actually form a non-profit, we felt the topic was worth revisiting. A non-profit corporation is a great way to fulfill a philanthropic pursuit, and if you are looking at dedicating your life to charity, then running a non-profit may be right up your alley. Forming a non-profit corporation is actually very similar to forming a regular corporation.

Non-Profit

Step 1. Find a business name

Your non-profit is going to need a name just like with any other standard corporation. That name needs to be unique and, typically, has to include the a designator like ‘Corporation’ or ‘Incorporated,’ though not all states require that.

Step 2. File your Articles of Incorporation

After you’ve confirmed that your corporate name is available, you have to actually form the corporation by filing what is normally known as your Articles of Incorporation. The forms usually aren’t too complicated, and normally just ask for the names and addresses of the corporation, its registered agent, and its directors, as well as the corporation’s purpose for existing.

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Business Basics: Delayed Filings

Delayed FilingDelayed filings aren’t the most popular business-related topic, but pursuing a delayed filing can actually be very beneficial to a new small business. When you opt for a delayed filing, you essentially put your business’s paperwork on hold. So if you, for example, have decided to form an LLC, you can actually ask the state to not start the approval process until later in the year. And while it may seem counterintuitive to ask the state to sit on your paperwork, and effectively put your business plans on hold, delayed filings can save you a bit of money and time when it comes to your start-up.

Money saved

‘Nothing is certain in life but death and taxes,’ and the minute your business springs to life, you are liable for all sorts of taxes and fees. If you opt to start your business before the end of 2013, you’ll have to collect, report, and pay taxes for 2013, even though your business was around for less than a month. Delaying recognition also means you could avoid the annual reporting fee for your state for 2013, possibly saving you hundreds of dollars.

Time saved

January is one of the busiest months for government agencies. It is when they begin to work their way through the backlog of paperwork that inevitably accumulates at the end of the year, and year after year I’ve received notices from state agencies all across America regarding a backlog that won’t be surmounted for weeks. A delayed filing will, however, help you avoid that backlog because most states place delayed filings in a priority queue. So after all of the time-critical filings are handled, the state moves directly into approving delayed filings. By opting for a delayed filing, you can avail of all of the benefits of filing in the new year, and avoid the January rush.

Should you opt for a delayed filing?

It really depends on the needs of your business. I’ve always recommended forming a Limited Liability Company or incorporating as soon as possible but, when you do so at the very end of the year, you could get stuck paying annual taxes and fees for the right to operate your business in December. Every state is different, but most will allow you to push your filing date at least thirty days into the future. If you expect your business to be around for a while, and I certainly hope you do, choosing a delayed filing will simply mean operating as a sole proprietorship for one more month before the protection of an LLC or Corporation kick in. If you want to save some time, and possibly quite a bit of money, consider a delayed filing when sending your paperwork into the state.

Would you like to learn more about delayed filings? Or are you ready to form your own LLC or Corporation? Give us a call at 1-877-692-6772 and we’ll be more than happy to help you out!

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Business Basics: S-Corporations

Incorporation is one of our specialties, and many of our clients come to us because they want to incorporate their business. After all, incorporation helps protect you in the event of a lawsuit, and forming a separate business entity helps separate the company’s debts from your private assets. However, our customers also often ask us about a real caveat to incorporation – double taxation. After you incorporate, your business has to pay a tax on any income that it earns, subject to the federal and state corporate income tax rates. On top of that, you still have to pay tax on income you earn from working for the corporation. Effectively, this taxes the same amount of income twice, and that heavy burden frightens many small business owners, most of whom don’t have much extra capital to throw around. There is, happily, a way to avoid double taxation, and it is the subject of our Business Basics post for this week – filing for S-Corporation status.

S-Corporation

Chapter 1, Subchapter S of the Internal Revenue Code allows smaller businesses to avoid paying federal, and usually state, corporate income tax. S-Corporations are the most popular type of corporation in the United States, with 61.9% of all active corporations filing Form 1120S to apply for S-Corp status.

In order to qualify, your corporation must have fewer than 100 shareholders and issue only one class of stock. If your corporation qualifies, you can file for S-Corp status, which will allow any income earned by the corporation to pass through the business, untaxed, directly to the shareholders. You, of course, still have to pay your personal income taxes, and by law must take a reasonable compensation as a wage. But your corporate income, in most cases, will stay untouched.

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Business Basics: Business Dissolution

Corporate dissolution can be a touchy topic since dissolution is associated with a business going under, but there are lots of reasons for a business to shut down. For example, you wouldn’t want to keep paying fees and renewals for an LLC that was founded with a specific purpose, like building a housing tract, after that purpose is fulfilled. Nor would you expect an entrepreneur to balk at a particularly lucrative opportunity that would divert too much attention away from their original business. Whatever the reason, there may come a day when your corporation or limited liability company has to file their Articles of Dissolution and close down for good. If that day does come, you may find yourself wondering what else you have to do to finalize the dissolution. To help prepare our readers for any possible future, we decided to use a Business Basics post to outline what, exactly, has to be done during dissolution.

Business Dissolution

Vote on Dissolution
Most states require that the managing members (in the case of an LLC), or the board of directors (in the case of a corporation) votes, and agrees, on dissolution. If the corporation is publicly traded, the shareholders will also have to vote and agree on dissolution. If you cannot secure that vote, you will probably not be able to dissolve the business. Now, lawsuits can be filed to force dissolution, but these suits are rarely in the best interest of the directors, executives, or managing members. So when you start the dissolution process, make sure you can secure enough votes to get past this first hurdle.

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Business Basics – Copyrights

Protecting your intellectual property is a vital part of protecting your business. Your intellectual property will essentially define your brand – the very element of your business that consumers associate with all of the goodwill you’ve built into your business. We’ve already talked about trademarks, but this week we decided to look at the other half of intellectual property protection; the copyright. So what exactly is a copyright? And what does registering a copyright even protect?

Copyright Symbol

Copyright Symbol

What is a copyright?

Copyright protection actually dates all the way back to the advent of the printing press. After its invention, it was much easier to copy and sell books. But the printing press also meant that rebellious literature could also be produced much more quickly. This, combined with the threat to the livelihood of the creators of the works being printed, meant the government began to license shops with the right to print copy – and thus the copyright was born. As the decades passed copyright protection became more about protecting the artist, and less about stifling rebellious text, and today we continue to use copyright protections to enforce the rights creators have to their work.

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Do Businesses Prefer Limited Liability Companies Or Corporations?

Limited Liability Company formations outpace Corporate formations by nearly two-to-one, so the easy answer to this question seems to be that businesses prefer LLCs. However, what works for one, or even the majority, of businesses may not be right for others. Every company faces its own unique challenges and has its own needs, and even though LLC formation is so much higher than corporate formation, that doesn’t mean that every business will be happy with a limited liability company structure.

LLCs vs Corporations

The main reason behind why LLCs continue to be so popular seems to be the ease in which an entrepreneur can run an LLC, either by themselves or with a handful of other people. Limited Liability Companies don’t require annual shareholder meetings, nor do they need meticulous notes on every debate that leads to a business decision. Corporations, on the other hand, can be a bit of a pain to run and have to contend with plenty of extra state regulations. But what sort of companies find dealing with those regulations worth the benefits of a corporate structure? And what kind of businesses do better as limited liability companies?

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