The Force is with You!

Are you interested in partaking in a statistical experiment?

If the approximately 20 million firms that exist in American were each assigned identification numbers and you were selected to randomly select a single phone number to call from those firms, odds are that when you were patched through to an owner, the voice on the other end would be female. Surprised?

According to the Center for Women’s Business Research, nearly 10.4 million firms are owned by women and they generate $1.9 trillion in sales! Of those firms, 7.7 million (74%) are controlled by women (who own 50% or more). Majority women-owned businesses grow at around two times the rate of all firms. Women have clearly arrived!

Statistically, women tend to be risk takers, employe more relationship focused management styles and belong to more formal business organizations or networks. They are also more likely to rely on external professional services such as accountants, financial advisors and attorneys (YEAH!)

Armed with this information, you may say to yourself, “Self, I’m a capable woman, why don’t I start my own business?” Good question. Then your next thought might be, “What do I need to consider in starting a business?” I’m glad you asked.

Although, a comprehensive list of considerations would be quite extensive, we’ll discuss some of the more important issues. First, is your idea or concept new and proprietary and does it merit patent or copyright consideration? Regardless of the answer, have you determined the level of personal risk you and/or your family are willing to take to be in business? You should be aware that if you choose to be a sole proprietor and not form a corporation, limited liability company or limited partnership, you expose yourself to potential personal liability that may be protected in properly structured, managed and papered alternative entities.

There are simple items that need to be addressed such as understanding the land use or zoning for the location you may select for your business, other than your home. If you locate a business outside your home you may need a certificate of occupancy from the city or town. Entering into a lease agreement for your office or retail space? You may want to understand what’s contained in those twenty-five pages. Are you familiar with triple net leases, CAM charges, guarantor obligations?

You would want to speak with your insurance agent to understand what insurance coverage’s might be available to protect you and your business. A visit with a CPA will help you be aware of tax implications related to the entity structure you choose for your business. Subchapter S corporations, limited liability companies and partnerships can all be designed to allow income and expenses to “flow through” to the owner(s) own personal tax statement. You need to understand how you account for franchise taxes, guaranteed payments and distributions?

If you are going to have employees there are a number of issues in which your CPA and attorney can advise you including employment and contractor law and agreements as well as payroll, franchise, withholding taxes and the like.

What about purchasing a franchise or an existing business? Again there are a multitude of items to be examined and details to be comprehended. The purchase of a business should involve a seasoned attorney who can assist you in contract preparation and the orderly transition to ownership. There are far too many considerations to leave this to chance. One of the saddest situations that we deal with are individuals and entrepreneurs who enter into agreements without the counsel of an attorney only to find out that they did not get what they thought they’d bargained for or they got trapped by a contractual nuance that they thought they understood but didn’t.

Another issue you may want to address, whether starting a business or as a part of an existing business is what happens to your business in the event of death, divorce, or disability. If you have a business partner do you want to have their spouse as a partner if your partner dies or is divorced? Many times the answer is no. These issues can often be dealt with at the time your entity is formed in the by-laws or regulations that govern the operations of the entity.  You can also create buy-sell agreements that provide for an orderly transition in the event of death and, if backed by life insurance, can provide a funding mechanism for the purchase of a partner or shareholders interest.

Forming, managing, documenting and operating your business can seem like a daunting task, but with proper advise and attention to detail, you should do fine.

Remember women of corporate America, you’re already at the wheel of the business ship at least half the time. You’re risk takers with compassion. You are succeeding in record numbers. You are the force!

When clients are contemplating a new business, one of the most common questions they ask and also one of the most important decisions they will make is what type of legal structure should their new entity assume? Most often, new business owners want to evaluate the advantages of the two most common forms of business structures for start-up companies, the limited liability company versus the S Corporation. This decision can have a significant effect on how an individual pays taxes, on issues regarding potential personal liability and the in regard to the amount of paperwork that will be required to be completed by the company. Additionally, if part of the company’s business plan involves raising money, that can also be a consideration in deciding which business structure to use.

Limited Liability companies, more commonly referred to as LLC’s and Subchapter S Corporations, often called S Corps, have many similarities. In Texas, both can have single or multiple person ownership. Both offer owners limited personal liability protection, and both are “pass-through” tax entities. The law allows business owners of either of these type entities to “pass” the income or loss generated by the business “through” to the owner’s personal income tax returns. Accordingly, the special tax status afforded to such entities provides that the owner can reflect the income and losses of the entity in his or her income tax statements, thus avoiding taxation on the corporation, when it receives income, and allowing profits and losses to flow through to the individual when he or she receives subsequent distributions.

There are also many differences. An S Corp has shareholders and By-laws. An LLC has Members and Regulations. S Corps can only have U.S. Citizens as owners, while an LLC can have non-U. S. Citizens. An S Corp can have no more than 75 shareholders, while a LLC can have an unlimited number of members. S Corps are precluded from having C corporations, other S corporations, LLCs, partnerships, and various forms of trusts from having ownership, while LLCs have no such limitation. The life of an S Corp is perpetual, while LLCs typically have limited life spans.

Another important consideration that differentiates the S Corp from the LLC is the transferability of ownership. LLC’s require the approval of the other members in order to sell or transfer a member interest. In S Corps shareholders are free to sell or transfer their stock ownership without the approval of other shareholder.

When deciding what situation is best for you it is always advisable to first speak with both your lawyer and your CPA to ensure that the decision you make best conforms to your personal needs and circumstances.

This information is not intended to be legal advice and is intended to provide general information only. Do not assume that any information contained herein applies to your specific situation without consulting an experienced attorney and/or CPA. Sending e-mail or requesting an initial consultation does not create an attorney client relationship.