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Business Entities: Which One Is Right for You and Your Business?

Many entrepreneurs are concerned about liability when starting their business. However, many of those same entrepreneurs fail to follow through on those concerns. Those concerns usually start with what type of business entity they should form. From a sole proprietorship to a corporation, entrepreneurs need to understand what each of these entities will mean for them and their business.

A sole proprietorship is the most used and inexpensive type of business entity. Most businesses start in this form because of the low cost and ease of formation. All it takes is a trip to the county clerk’s office and less than twenty bucks and you are in business. A sole proprietorship is a business that is owned and operated by one person. Typically identified as an “assumed name,” it is a way of operating a business under a different name other than the business owner. If you have a low risk business or intend to keep the business as small or part time operation, this could be a viable option.

The best thing about a sole proprietorship is the ability to have control and make decisions by yourself. You are the business and the business is you. There is no separation between the two. There are no requirements to maintain minutes or other formalities. You may file your personal tax return form 1040 and simply add a schedule C. Depending on the amount of income you make by running the business this can be simple and inexpensive option.

The same benefits of operating as a sole proprietorship also act as serious liability traps. Because there are no distinctions between the owner and the business, the owner’s personal assets are at risk along with the business’ assets. This means that if there is ever any liability that is associated with the business, it will be associated with you as well. Moreover, you will be taxed on your individual tax level, which means that if you have a lot of personal income (i.e. salary from other employment) and are in a higher income bracket, you will have to pay taxes in that higher bracket.

If you are operating a business with high risk you should not operate as a sole proprietorship. Furthermore, you have a lot of personal assets or your business acquires a lot of income a sole proprietorship should not be your entity of choice.

Ideally, if you are going to enter into a partnership, you should have a written agreement which is drafted to accurately reflect the agreement. Sadly, many perspective partners fail to focus on this issue. Sometimes the partners are friends and/or family and believe that there will never be any disagreement. However, it is my experience (as well as most business attorneys) that this belief often leads to disaster. It is always prudent to spend the time and money on a proper partnership agreement that will guide the partners through the good and bad times. A properly drawn partnership agreement will prevent disagreements from getting out of hand and will cut down (if not prevent) costly litigation costs in the end. The time and money that you are willing to spend properly drafting an agreement will well worth it.

General Partnerships are formed by either an oral or written agreement. Based on the foregoing paragraph you already know which I think is best. This entity is relatively inexpensive to form because there is no requirement to file documents on the state level. The partners will have to file an assumed name certificate with the county clerk’s office in the county which it operates business. Much like the sole proprietorship, there is generally no distinction between the partners and the business. Unless there is a written agreement to the contrary, each partner has equal management rights and equal opportunity to run the business. Partners are accountable to each other and to the business. General Partners are equally and severally liable for the debts of the business. This means that there is no distinction between the partners, their personal assets and the business. Everyone is accountable for the business.

Limited Liability Partnerships (LLP) require written agreements. LLPs are filed on the state level and require annual filings with the state. LLPs are good entities for professionals such as lawyers, accountants, and financial advisors. An LLP will limit liability for each individual partner to the extent that he/she is not personally liable. This means that if one partner commits malpractice, the other individual partners will not be held liable. Furthermore, if the partnership is sued and does not have sufficient assets, the individual partners (in most circumstances) will not be held liable. LLPs are expensive to create and require insurance before the filing can take place.

Limited Partnerships (LP) are good entities to bring in investors. Most commonly identified by laymen as “silent partnerships,” a LP will allow a partner to invest money without incurring liability for the company debts. The LP must have at least one general partner that will assume the liability for the partnership. This partner will be responsible for the day to day operations of the company and are solely responsible for the decision making. By contrast, the limited partner cannot be involved in the day to day operations of the company if it seeks to protect its limited liability. The limited partner will be entitled to profits and to be informed regarding the financial position of the LP. The LP is also required to file documents on the state level and requires a written agreement.

The most common and well known business entity is the corporation. Usually most entrepreneurs choose this entity because this is all they know. While it is not a bad choice making this choice comes with much responsibility. Incorporating your business requires a filing with the Secretary of State. Articles of Incorporation, Bylaws, Employer Identification Number, and meeting Minutes are all mandatory documents. A corporation usually has what I would like to call a “three tiered management system.” Shareholders are the owners of the corporation and elect the Board of Directors; the Board of Directors oversee the overall direction of the company and elect the officers; the Officers run the day to day operations of the business.

In a traditional corporation, the shareholders do not run the business but only receive income from it. Shareholders are shielded from the liability of the corporation. A Corporation has its own legal identity, separate from its owners. It exists separate and apart from the people, who own, manage, control and operate it. The Corporation issues stock of its own as evidence of ownership. The persons who own the stock are the owners of the Corporation, and are entitled to any dividends the Corporation may pay and to receive all the Corporation’s asses after all creditors have been paid if the Corporation is liquidated.

Board of Directors and Officers generally manage the Corporation. The shareholders, Board of Directors, and Officers must hold annual meetings and keep records of each. This can become relatively expensive if there are a large number of shareholders who do not live in the same area. The Bylaws govern the rules and regulations of a particular corporation. Board of Directors makes decisions, officers carry them out.

Another popular choice is a Limited Liability Company (LLC). A LLC is an unincorporated business entity that shares some aspects of the “s” corporation. The LLC provides its members with limited liability and pass-through tax advantages without the restrictions imposed on “s” corporations and limited partnerships. The LLC is owned by member and may elect managers to run the company. The management and operation of the LLC is governed by its regulations, which are similar to corporate bylaws. Members of an LLC are agents of the LLC to the extent the articles reserve management in the members. If management is vested in managers, then they are the agents of the LLC to the extent the articles vest management in them. An agent of the LLC has power to bind the LLC by an action apparently for carrying on in the usual way the business of the LLC.

Members of an LLC are not liable for the debts of the LLC except with respect to make the contributions to the LLC that they agree to make and with respect to the distributions received by the members when they knew the distribution caused the LLC’s liabilities to exceed the fair market value of its assets.

Nothing in this article is intended as legal advice and you shouldconsult an attorney before making any decisions.

Why Get a Business Loan?

While the US economy continues to pick up steam from the Great Recession, businesses are looking for growth capital and as a result, commercial banks are beginning to be IN STYLE once again. If anything we can be sure of both as consumers and producers in the US, business cycles are a given reality that requires wisdom and discipline to foresee and adequately prepare for… but more on this in another article. The focus of this article is on having legitimate and profitable reasons for obtaining a business loan.

In my experience as both a commercial banker and business financing consultant, the “purposes” for obtaining a business loan have been for both ‘good’ and ‘bad’ reasons. First things first, debt capital if not leveraged properly becomes a quick and fast way for any business to go bad. The use of a bank loan for business purposes is not bad; it’s the reason as to why a business owner needs it. In one’s preparation to obtain a business loan, the number one question that deserves a reasonable response is, ” is it an absolute necessity for the business to have this loan?” In other words, in the event the business does not obtain the loan, will this cause any material adverse consequences to the business?

Let’s deal with the first observation: what are the good and bad reasons for obtaining a loan? As stated before, business owners look to get a loan for any and every reason under the sun. Primary reasons I noticed were for lack of positive cash flow and / or refinancing of existing debt which in more situations than not were personal loans used to finance business expenses (notice here that I did not say EXPANSION). Here’s an ironclad rule for having a good reason for obtaining a loan for any business: Ensure that cash flow is positive, stable, and healthy for the foreseeable future. Debt capital is meant to supplement and grow cash flow, not to replace it. If the business is experiencing cash flow problems then the business owners and/or principals need to dig deep and analyze operations and the market… not make the problem WORSE by getting into debt. Next. let’s look at one or two metrics that can help create the right mentality for obtaining a business loan.

The first metric we’ll disclose is the return on equity. For the sake of not getting into any CNBC finance technical jargon, let’s keep it simple: the return on equity metric lets you know whether you are making any money to keep as your own in the business. To calculate, take the profit (if any) remaining after accounting for expenses, and divide this into the amount of money you invested in the business. Expressed as a percentage, the higher the number, the better because it states that the business is a money maker. Also, the ROI metric is a great indicator as to whether the business is cash flowing positively. Remember, profit is nice, but a healthy, positive cash flow IS KING!

The last metric we’ll point out is the debt to equity ratio. Again for sake of simplicity, the debt to equity ratio lets you know how ‘leveraged’ or indebted the business is. To calculate, divide total debt by total equity. The underlying reason this ratio is so powerful is that it ‘forces’ the business owner and/or principals to truly ‘know’ and ‘understand’ the debt and equity that makes up the business capital structure. A fair share of businesses with high debt to equity levels experience marginal cash flow levels due to interest and other mandatory debt payments that are by nature fixed (predetermined repayment schedule). As a take away here, do not incur any unnecessary debt just for the sake of incurring it; have a plan that discloses how the business will not only pay off the debt, but be in a better position financially and operationally after repayment.

In closing, we talked about the importance of having a solid and good reason for obtaining business debt which is to make sure that it’s for legit business purposes and that the business ALREADY has a positive cash flow. Also, we highlighted two powerful metrics to give you added peace in your quest to getting a loan: the return on equity and debt to equity ratio. Aside from the computations that these metrics require, they also ‘force’ one to intuitively ‘know’ and ‘understand’ the risk and stability of the business capital structure in lieu of obtaining debt capital.

A Money Plan and Your Creative Business – More Than Just Figures

If you are a creative-artistic entrepreneur – your need for a Business Money Plan (or commonly referred to as a Budget) is a necessity for your best business creative good. This isn’t just for reasons of some business advisor or accountant telling you that you need it – you should want to need and rely on it as part of your “creative stream.”

While I know it sounds like a cliché to “have a budget for your business” but all too often it is not clearly understood why a money plan for your creative business money needs to be in place.

Consider some of the more profound reasons of why a business money plan should be central to your entrepreneurial path and your creative well-being… please especially note that it goes beyond just the actual figures…

Allow yourself to experience the fulfilling aspects of your business money plan to allow yourself to:

Connect with having enhanced confidence about handling your creative business money

It is challenging to have confidence about something you know little about – right? Planning, whether personal or business is so misunderstood but it truly is one of the most important.

In order to have real, true confidence, you need to should have the business skills that will make your creative business run smoothly – your money plan is one of those facilities that you should have a basic understanding of.

Bring about command of your business destiny through understanding proper money handling practices

While many creative and artistic entrepreneur’s cringe at the idea of “bookkeeping, accounting and anything number related” it is through these systems that you keep your business on a good course. Proper money handling practices is part of this. How do you intend on dealing with a payment system in terms of accepting payments, matching them to billings and reconciling the bank every month? It sounds easy enough, but to put a system in place that is manageable, practical and that can be kept up on a regular basis, takes an awareness that needs to be learned.

What you have set-up for money systems in your business are primary to enable you to get the information out of your business that you require. This will greatly help your ability to make operational decisions, allow for the proper filing of various tax returns while placing you in a strong position to best make future (strategic) plans for your business.

Achieve better money and financial results

It is important to be able to measure how your creative business is performing financially. It is impossible to keep it in your head! In order to see if you can improve, you need to know exactly what progress the business has made over time for both the benefit of short and long term decision-making.

Become faster at making decisions in your business

You can make more expedient decisions if you know the optimal earning point for your business along with the types of spending and investments that are being made along the way. In order to assess different vendors, suppliers and other players (stakeholders) in your business, you need to know your numbers and be able to place your hands on this information at any time. Also in order to take advantage of opportunities – you need to have quick and accurate access to the financial performance of your business.

Cultivate the feeling of being in control of your money

You can’t feel in control until you are actually in control. You can’t just make believe “control “, it has to be the result of actually having a money handling plan that is tailored to your business. It must take into account your aspirations, risk tolerance and other aspects of your being in business. The money skills that you learn are instrumental in moving you along to really knowing your money and connecting with the number aspects of your business. Once you have determined that, then you are truly in control of your money and can start to gain momentum and the true feeling of control.

Have the time to create and promote your entrepreneurial offerings

As a creative-artistic entrepreneur, you have many hats to wear (oh goodness!) and to that end you need to balance your time between the management and strategic side of your business, together with working on your creative offerings and marketing and promoting what you have to offer. While this sounds exhausting, it doesn’t have to be once you have enough in place to feel at peaceful about your business and its money dealings.

Encourage your creativity through not worrying about your business finances

If you have a money plan in place for your business, then you have a course to follow. You can find peace in knowing that you have a strategy in place and this can help you creatively. How? You can relax and encourage your creativity and not be so pre-occupied with what is occurring with your business finances. If you can’t do this – then something needs to be fixed.

These are just some of the more important aspects. I don’t want to insult your intelligence by listing the obvious, however they are worth mentioning and repeating:

  • Keeping your expenses down to improve your bottom line
  • Earning to your business potential
  • Pricing strategies
  • Identifying opportunities

This is just to name a few, but these are all gleaned with your business money plan. I want you to think beyond the traditional number reasons and consider the intrinsic and in my view, ultimately more persuasive reasons for having a business money plan.

Remember, as I have said: This is not just one of those “need to haves” ideas that entrepreneurs are told by every money and business guru, it truly is one of the few important items that should be created as early as possible in your creative business.