Business Basics: Professional Corporations

Welcome to our weekly business basics post! This week we decided to explore a specialized legal entity called a professional corporation (PC). Now most of those who know a little bit about corporate law probably know that there are two, main types of corporations – S-Corps, and C-Corps. But in addition to these, there are a few other specialized structures that are important to keep under the belt of a small business, like the professional corporation.

So what is a professional corporation?

Like with a regular corporation, converting a sole proprietorship or a partnership into a professional corporation turns the business into its own, separate legal entity. However, unlike a regular corporation, the owner of a business being turned into a professional corporation must be licensed to offer a specialized professional service. In other words, the owner of the would-be PC has to be a doctor, or lawyer, or accountant, or architect; some sort of licensed profession.

Why would someone choose to form a professional corp?

Like a standard corporation, a professional corporation provides a certain amount of protection for the business owner, or owners, as a PC can carry its own debt and liabilities. It is important to note that a PC does not protect an owner from being sued as a result of their own negligence – a doctor that turns his or her practice into a PC, for example, can still be sued for malpractice. But if two doctors act as partners within a practice, forming a professional corporation can help protect one doctor from being liable for any judgement received from a lawsuit against the other doctor. So without that protection, one of the partners could be held accountable for the mistakes of the other one. Professional corporations, then, are very useful for any licensed professional running a practice with another licensed professional.

What do I have to do to form a professional corp?

First, you must be licensed to provide whatever service your practice offers in the state you do business in. Most states will want to see proof of relevant licensure at the time of incorporation, and the state licensing board will likely have to approve your articles of incorporation before you can move forward. Usually the licensing board will ask that the articles of incorporation bear special language and, depending on the state, PCs occasionally have to contend with certain laws after they are formed – for example many states ask that a professional corporation designate itself as such by including ‘PC’ or ‘Professional Corporation’ in the name of the practice.

Professional corporations take a bit more effort to form, but are extremely useful for practices run by two or more licensed professionals. After all, the last thing you want is to have to pay lawsuit that resulted from the negligence of your partner. And, like other corporations, a PC offers some protection from debtors looking to collect on a business’s liabilities. It is important, however, to check with your secretary of state and your state’s licensing board to clarify what, exactly, you must do to form a professional corporation and what special provisions you will have to contend with as a licensed PC.

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R is for Registered Trademark and Copyright

This week’s letter-based-topic might seem like a stretch since, really, the subjects are trademarks and copyrights – neither of which begin with an r. But putting registered in front of those terms is not just a cop-out that a lazy writer has used to fit with a weekly theme. There are actually very important distinctions between registered and unregistered intellectual properties.

Technically, you do not have to register trademarked or copyrighted property. An unregistered trademark simply needs the little  symbol next to it and, voilà, the property is unofficially trademarked. You can even establish a proprietary right to the mark by using it in the market.

The same general principle is also applicable to copyrights. When the United States signed onto the Berne Convention in the late 80′s, it effectively agreed to see an author copyrighting his or her work as an automatic right. That means that, thanks to the Berne Convention, no registration is required to copyright something in the United States.

However, it would behoove anyone looking to protect their intellectual property to register a trademark or copyright with the United States government. Though you, technically, do not have to register, doing so really bolsters the legal protections afforded to you as the creator of whatever intellectual property that needs protection.

An unregistered trademark, for example, may afford you a small area of geographic protection, ensuring none of your local competitors will be able to rip-off your intellectual property. That protection, however, is limited, which means that your mark could be used somewhere else in the country or, depending on how far apart the two parties are, the same state. The extent to which you can pursue litigation for trademark infringement is also limited, unless you register. To make matters worse for those who forgo registration, the United States typically prefers a first-to-file system, rather than a first-to-use, meaning if someone beats you to the USPTO, they may be able to claim the mark as their own as they registered it first.

Registered and unregistered copyrights have similar distinctions. As mentioned above, you do not have to register a copyright – there is an international understanding of an artist’s natural right to own their work. However, if you want to pursue litigation, you have to register with the United States Copyright Office. In fact you cannot even claim statutory damage unless you registered for a copyright before the infringement took place so, just like with a trademark, make sure you register your intellectual property.

It is all too easy to rationalize not registering a trademark or copyright. You are, after all, afforded some protection for unregistered intellectual properties, and pursuing registration can be costly and time-consuming. But seeing your property used for someone else’s gain and not being able to do anything about will be far more distressing than the registration process ever could be. So when you begin to use intellectual property that can qualify for a trademark or copyright, begin the registration process immediately and protect those properties.

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Business Basics: Registered Agent Services

Welcome to our weekly Business Basics post! This week we decided to explore a service that nearly every Corporation and LLC uses – registered agents. If you are thinking about forming an LLC or incorporating your business, you will need to find a registered agent. But what exactly do they do again?

What is a registered agent?

A registered agent is the person, or in some cases the company, that a business designates to receive service of process if there is a summons or a lawsuit. Since incorporating or forming an LLC helps to separate your personal and professional lives, and provides fiscal and legal liability protections, the state cannot simply serve you with legal paperwork. LLCs and corporations are, after all, their own, separate legal entity. So a registered agent acts as the impartial receiver of those legal notices. States will also sometimes send renewal reminders and notices to your registered agent, helping you to stay on top of what you need to file to stay compliant with state regulations.

Do I need one?

Nearly every, single state requires that LLCs and corporations doing business within its borders designate a registered agent, so yes it is very likely that, legally, you must have a registered agent. But, beyond the legal considerations, having a registered agent also helps you to maintain a bit of privacy. Having legal paperwork delivered directly to your place of business can wind up raising some eyebrows. There are considerations to be made for office-morale as well – after all, if you are working for a corporation that keeps getting notices and letters from attorneys, you might not have much confidence in the company. A registered agent helps create a sphere of privacy, so that you and your attorney can handle any pressing legal matters without causing a panic.

Can I act as my own?

It all depends on where you do business. As we mentioned above, having a registered agent that is separate from your business will provide a bit more privacy. However, some states do allow members of LLCs, or directors of corporations, to act as the business’s registered agent. Minnesota, as an example, does not require any business formed in the state to name a registered agent, though the company does have to list an address where a person who represents the company can be found. However, all fifty states have registered agents offering their services so, if you do want to name one, you are always able to.

Where can I find one?

Most states actively maintain a list of registered agents who are allowed to provide such a service within their borders. Just look up your state’s secretary of state or department of corporations – chances are that there is a list of active registered agents somewhere on the site. MyCorp is also happy to provide you with our own registered agent services, and we are able to do so in all fifty states!

Having a registered agent is extremely useful, and even if the state you do business in does not require you to have one, it is still a good idea to contract somebody as your registered agent, just to help maintain a bit of privacy. Just make sure that whoever you do hire stays in contact with you, as any and all important paperwork from the state will likely come to them first. The last thing you want is to miss a deadline because your registered agent never got around to calling you!

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5 Reasons You Just Lost a Sale on Your Website

How painful is it as a business owner to watch a customer pick up an item and put it right back down? You always wonder what their thought process is, especially when they’re so excited to grab it in the first place.

When you sell online, you don’t even have the luxury of watching them pick it up in the first place. You’re simply left to wonder why you haven’t sold as much this month as you did the previous. However, there are several reasons why you’re actively chasing customers away and not even be aware of it. Here are five things your customers are saying about your website right now.

1. “Where do I go?”

One common reason customers bail on buying something from your store is they can’t find their way around. You only have a set amount of time to make an impression on your visitors, and if you blow it, they’ll simply move on to the next website. There’s no incentive for them to stick around.

Make sure everything is easily clickable and all links are labeled.  Be sure your search feature actually leads them to the products they’re trying to find.  And make sure your shopping cart is easy to find and not hidden somewhere on the bottom left. How are you going to make a sale if customers can’t figure out how to pay you?

2. “What is all this junk?”

You have great stuff. You KNOW you have great stuff. Unfortunately, nobody else does, because you hide it in the back of the store! Well, proverbial back anyway. When an item starts selling like hotcakes, you don’t keep it hidden – you feature it so it sells even more. The same is true online. Put a hot selling item on the front page so everyone knows they’ve found a great store right off the bat.

3. “Is that a candlestick or a wax figurine of Marilyn Monroe?”

Again, your items are great, so that’s probably not the problem. The issue is nobody can tell what it is you’re selling because your pictures are a total mess. Blurry, unfocused, filtered – they look like you snapped them during a hurricane!

Retake all your pictures so visitors can clearly tell what they’re looking at. For highly professional pictures, invest in a light box so all of your products photos have a clean, uniform look.

4. “This description makes no sense!”

Now that you fixed up your pictures, you have another problem. Customers have no idea what you’re talking about in your descriptions! Your copy is confusing and misleading and people are still clicking away in droves.

Not everyone is an expert at writing descriptions, so if you really need the help, consider hiring outside help. The right description can elevate a mediocre seller to a must-have product.

5. “AwesomestuffIShouldBuyRightNow.com? What is that?”

It has to be said: you don’t have to chase anybody away if they don’t know you exist in the first place. You need people to come to your site if they’re going to buy your stuff. If you’re not putting yourself out there, it will never happen.

Bone up on your marketing, SEO, and PR techniques. Meet some other store owners to see how they got noticed by the public. Don’t be scared to try different tactics out. Whatever you do, spread the word that you exist or all your other work will be for naught.

Have you ever made a change to your website or marketing that dramatically boosted your sales? Leave us a comment and let us know!

This guest post is brought to you by WePay, the easiest way to accept payments online. Sign up today for a free account!

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Get Pre-Qualified for Fall Financing with Guidant!

If you’re looking to start a business this fall, it’s time to start thinking about funding. And what better place than to look at funding with our partners at Guidant Financial?

At Guidant Financial, we can pre-qualify you free of charge in just minutes—all you have to do is complete a brief online form.

Once we’ve received your form, we’ll tabulate your Rapid Results on the spot and you’ll see what types of funding methods you may be eligible to use, such as SBA loans, 401(k) rollovers, unsecured credit and more. It’s that easy!

Not sure about your credit profile? Watch this brief webinar, Avoiding Common Credit Mistakes, for fast tips about how to keep yours in good shape.

To speak with a Guidant expert, call 888.472.4455 or visit guidantfinancial.com.

David Nilssen is the CEO & Co-Founder of Guidant Financial. Read more tips about becoming a successful entrepreneur in his book, Making the Jump into Small Business Ownership. Follow him on Twitter at @davidnilssen

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Guest Post: Where Do You Get Stuck With Money?

As a Certified Financial Planner™ practitioner, new clients come to me because they want advice on specific issues like:

What can I do to get better control of the cash flow in my business?
How can I develop a budget that allows me to spend and save?
Can I afford to get office space?
Am I on track to retire?
How should I invest my portfolio?
How can I get ahead in my financial life?

I bring up the definition of insanity – doing the same thing over and over and expecting a different result. As I begin to answer these questions, my clients realize that most financial decisions they must consider somehow relate to making a change. They become more aware of what’s getting in their way and begin to reflect on the notion that something has to change.

Our human brain is wired to resist change because we like the status quo. But sometimes making a change is the right thing to do.
Financial planning forces us to prepare and anticipate for change – which usually can improve our financial lives. Financial planning also gets us closer to reaching our goals – buying that vacation house, feeling financially secure in retirement, starting a new business, or even starting a new hobby.

James Prochaska, a Ph.D., writes about the 6 stages of change in his book Changing for Good (James Prochaska, John Norcross and Carlo DiClemente. New York, NY: William Morrow and Co. 1994). Take a peek below and think about some issues that you are stuck on – and which stage of change you think you may be in.

1. Precontemplation – We have no intent to change. We are in denial. People are putting pressure on us to change. We think its too late to change. For example, we need to quit smoking, save more, take less risk, spend more time talking about our finances with our financial planners, or spouses.
2. Contemplation – We are getting around to acknowledging that we have a problem and are willing to think about what we should do to solve it. This could still take us months or years to make a decision. We may even know what we need to do but we aren’t ready to do it yet. For example, we know that we need to renew our gym membership and get back in an exercise routine.
3. Preparation – We are almost there. We will be making this change in a few weeks. We are developing an action plan and may even rehearse it. For example: We are going to ask for a raise by the end of the year. We are going to do our financial planning by the end of this month.
4. Action – We are taking action based on some type of gameplan we developed. We are making our move and doing something about it. An example would be meeting with our estate planning attorney to create a family living trust, or rebalancing our portfolio based on our financial goals.
5. Maintenance – This stage is where we need to stay in the zone, keep the same new routine, and maintain our desired level of change. It’s where we need to meet with our financial planner every quarter to make sure we are on track and moving towards reaching our goals.
6. Termination – This is where this new change is so deeply rooted in our lives that we don’t go back to our old ways of doing what we changed. It’s a new routine behavior like balancing our checkbook every week, or stretching before and after we exercise.

Life is a journey and change is a constant in your life. The next time you are trying to make some type of transition, especially a financial one, consider reviewing these 6 steps. You’ll be more aware of where you are with regard to change in any direction, and you will understand what it will take for you to get to the next level.

Justin Krane is a Certified Financial Planner with Krane Financial Solutions. Follow Justin on Twitter @justinkrane.

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Don't Forget – Our Mixer is Today!

We just wanted to put up a quick post to remind EVERYONE reading that they are invited to our MyCorp Summer Mixer! We are holding our get-together tomorrow TODAY!!!, June 7th from 4:30-7 PM.

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Delicious appetizers will be served courtesy of the excellent folks at Bella Donna Special Events – LA HotList’s top caterer in 2011. And our evening’s entertainment will be courtesy of City Connection Entertainment Productions, one of the most comprehensive and talented entertainment firms in LA.

It will be a great time. Plus, if you bring your business card, you can even enter our raffle to win a free iPad! The party will take place right outside our office in Suite 102 on 23586 Calabasas Rd. This is a great chance to network with other local businesses and for you to make friends with other entrepreneurs in the community, so don’t let it pass you by!

We hope to see you all tomorrow TODAY at 4:30.

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Introducing… MyCorpSocial!

MyCorporation has a new product: MyCorpSocial!

MyCorpSocial is a social media starter kit that aids small businesses in setting up their online presence through social networking sites. It helps all you business owners through the basics of setting up personal and professional business accounts with the four most popular social media platforms: Facebook, Twitter, Google+, and LinkedIn.

Along with including a how-to guide in navigating and using these sites, MyCorpSocial will teach you the basics in how to reach out to customers via social networks, increase a fan base, and give tips on social media etiquette. The kit also includes free templates to customize the look and feel of your online profiles and a glossary of social media terminology.

MyCorpSocial is included with the purchase of any of MyCorporation’s incorporation or LLC packages.

Check out MyCorpSocial at: social.mycorporation.com

If you have any questions concerning the kit feel free to give us a ring: (877) 692-6772

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C-Corporation 101

No one will argue with this little piggybank – money plus money is more money. In fact, that’s the best part of paying taxes – It means you’ve made money! But did you know the type of entity you select can affect your taxes?

As we mentioned last Friday, we’re doing a series on four tax considerations that may help you pick the best business type for you and help your business become more tax efficient. The considerations are:

1. Pass through of gains
2. Pass through of losses
3. Transfer of assets to the entity, and
4. Transfer of assets from the entity

Last week we covered the S-Corporation. This week, we’ll cover the C-corporation.

What is a C-Corporation?

Usually, when people refer to a corporation, they mean a C-corporation. The C stands for the subchapter of the IRS code which governs the federal taxation of this type of entity. There are many benefits to having a corporate entity, such as the limited liability. For more info on the benefits of having a corporation, check here. As for the tax considerations, consider the following:

1. Pass through of Gains

With a C-corp, any gains or profits made by the company that are then distributed to the shareholders will be taxed twice. This double taxation imposes significant costs upon the transfer of money from the corporation to the shareholders. The average corporate tax rate in the United States is 35%. Further, the shareholder will pay an additional tax of 15% on dividends or distributions paid to them via the corporation. This can amount to a 50% tax rate on profits paid out to shareholders.

2. Pass through of Losses

A corporation is not able to pass losses through to shareholders. This could be a significant drawback when a shareholder wants to be able to write off expected losses. Generally, however, the corporation as an entity is able to carry their losses backwards or forwards and apply the tax benefit of a loss to future or past profits. This means that if a corporation realizes losses in one year and profits another, they are able to reduce the tax burden of the profitable year by carrying the loss over.

3. Transfer of assets to the entity

A major component of starting a new business is transferring assets to the corporation so it is able to conduct its business. Generally, if an asset is more valuable at the time it is transferred than when it was purchased, there would be a taxable event. For example, if property (land, buildings, and machines) were bought for $100, but are worth $200 when they are transferred to the corporation, the gain of $100 could be a taxable event for the original owner of the property.

There are complicated tax rules governing these “sales” of assets to corporations, especially if the person who originally owned the asset is not the only owner of the corporation. However, if the person(s) transferring the property owns 80% or more of the company at the time, then this isn’t an issue. If you think this applies to you, consult a licensed professional before making such transfers.

4. Transfer of assets from the entity to shareholders

As we saw above, when a company transfers gains to shareholders there is double taxation. Likewise, a transfer of assets from the corporation to a shareholder is subject to double taxation. For example, if the corporation is to distribute assets rather than money to a shareholder, the company would pay tax on any gain in value of that asset, and the recipient of the asset would also have a taxable gain on the asset received.

While starting a company may create complicated tax issues, choosing the entity that is right for you doesn’t need to be. Visit our Learning Center to see how easy setting up an entity can be!

Don’t forget, only 38 days left before April 17th!

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Leap Year Special! $49 DBA's with MyCorporation!

Doing business under a name different from your legal business name? You’ll need to file a DBA for that- and MyCorp’s team of business filing experts are here to help! Today Wednesday February 29, 2012 is our one-day special on half-off prices for DBA (Doing Business As) Fictitious Business Name filings from our regular price of $99 to $49 from 12am to 11:59pm PST. No coupon code necessary.

Visit us today for our one-day only deal!

For more information on how a DBA works and the benefits of filing for one, check out our official DBA FAQ page!

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