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What To Consider Before You Purchase A Business

What To Consider Before You Purchase A Business published on

After years of personal training with Brian, he reveals to you that he wants to retire, and sell his personal training business.  A bell goes off in your head.  How hard would it be to purchase a business?  What do you need to know?

You ask yourself the following questions:

  • How do I find out what the business is worth?
  • How can I get a line of credit towards the business?
  • If someone gets hurt, what is my liability to the client?
  • If I take a client to lunch, can I simply eat? Do I have to be discussing training the whole time?

We are going to explore all of the above questions, and hopefully get you into your business with a great deal of confidence and a very large profit.

Purchase a Business

So, what is Brian’s business worth?  That question is only answerable by you.  A business should be worth a year’s worth of profit.  Can you operate that business and make that income?  What are your abilities to either sell the yearly estimated profit or perhaps more?  You would actually have to do some investigating to find out how Brian has been selling his training sessions and operating his business. Does the business come with his client list?  Is he selling his own equipment?  What is it worth today?

Purchase a business
Purchase A Business

Acquiring Business Credit

Buying his business came with equipment and a short list of clients.  Advertisement these days are expensive; or is it?  With technology today, we have access to free advertisement in its rawest form.  Social media is one of our biggest allies when it comes to advertisement.  For the most part it is free.  The client list is a great idea, because you can reach out to each client and let them know what specials you are running.  The equipment is a good asset, but it has to be usable.

What if you wanted to purchase new equipment?

It may be in your best interest to lease the new equipment and purchase your supplies on a credit card so that your business will build its credit.  Once your credit is good, you could take a loan from an asset-based lender and invest more into your business.

Promoting Your Business

Since the business is mobile, you may choose to visit people at their house and continue their fitness goals from there.  There is a way to also attract customers by offering a stationary place once or twice a week.  Perhaps a workout at the park on Monday and Wednesday mornings.  By giving a specific location as to where you will be, you will see more customers arrive to your stationary site.  This also allows for referrals and customer inquiries.

You could also accommodate your customers at a private gym in your own home.  The only question left to ask is what happens if someone gets hurt in my home while training?  Would my homeowner insurance cover it?  Ultimately if you are conducting a business in your home it might be a better idea to just rent out a private room in the house to the business. You should then already have liability insurance on the business, and you can leave your own personal liability out of the loop.  It is also advisable to have your clients sign a liability waiver as well prior to their workouts.

Legitimate Business Expenses

Finally, you and your client are going to a restaurant so that you can teach your client what they can choose when eating out.  Must your entire meal be all about business to qualify for a business expense?  In this case, the meal is about business.  If your client can not figure out what he can eat when taking his wife to the restaurant, it is likely that he will fail on the fitness plan that you have prescribed for him.  You don’t have to talk about diet during the entire meal or lecture him about the greasy fats in the burger, but you have to have a business purpose.  When counting this meal as an expense it is wise to write on the receipt what the meal was for and give it to the person who is doing the accounting for your business.

Visit our YouTube for more information like this.

ARE YOU READY TO START YOUR BUSINESS?
INCORPORATE TODAY AT WWW.AMERILAWYER.COM
Not Ready? Have More Questions?
If you are a member of Spiegel & Utrera, P.A.’s General Counsel Club and have business related questions, call (800) 734-9900 or ClubAssist@AmeriLawyer.com for assistance. Remember, as a member of the  General Counsel Club, you receive unlimited legal, business, credit and tax advice all year long.

Spiegel & Utrera, P.A. is a corporate law firm with its main offices located in Miami, Florida with offices throughout the United States. As a law firm, we do more than just help you form your business entity. We stand ready to help with the maintenance of your legal business entity! We will assist you with Incorporation Service, Trademarks, Copyrights, Estate Planning, Legal Counsel, Wills,Trusts, Agreements & Leases, Corporate & Company

Recover From The Loss Of A Business Partner

Recover From The Loss Of A Business Partner published on

The death of a business partner is devastating.  After the memorials have been completed and funeral held, the time has come to think about what is left in his aftermath.  It is  pretty common, that when dealing with a partnership, one of the partners specializes in one area while you specialize in another.  How do we move on from such a difficult time?  In this segment, we are going to discuss restructuring a business, what is the business worth, going through property in probate to determine who the business will be passed on to, and continuing to make the business prosper. 

Business Must Go On!  What Do You Do Now?

As you leave the office of the lawyer, you have been informed that your partner left a will.  His son was given his share of the business.   The restaurant, Smokey’s Ribs and Burgers, is now in limbo. Fortunately, his son is willing to sell his share of the business to you.  After going through probate, you sit with the son and determine what he expects to receive from his share of the business.  How much is he asking for it?

Purchasing a business

In conversation, you both agree that you will purchase his part of the business, but what is it worth?   One of the best ways to determine the worth of a business is to investigate it.  You should find out how is business conducted and how is it reported?  First, carefully review all paperwork related to the business and its finances.  This will assist you with evaluating the value of the business.  You can also study the business in person to see how the seller runs their business.  Also, you may want to study its demographics as well.

Business Partner

Once you agree on the price, you and the decedents son must make a contract to sell the business to you.  Moving forward, the next decision is how does the business operate moving forward?  Do you find a new partner? Do you change the type of business to a S- Corp?   Each situation is different, but it may be wise to go see an attorney to determine which entity is better for your situation.

Adding A Vehicle To the Business

The restaurant does well on its own, but with the rise in food trucks you decide to venture out into this uncharted territory.  At this time, you meet a young man who has agreed to cook for you on the food truck.  His past experience with your competition is a great asset to the business.  You have a few questions, Is it legal to have his past patrons follow him to this truck?  The answer is yes.  If your new employee happened to have personal contact with these clients or is able to advertise on his own social media, there is no wrong doing in this.

** Building a business is difficult, but recovering after a loss, can be devastating for a business.  It is important to remember to keep your head up and reach for the moon.  Even if you come up short, you will still be among the stars.

Visit our YouTube channel for more information.

ARE YOU READY TO START YOUR BUSINESS?
INCORPORATE TODAY AT WWW.AMERILAWYER.COM
Not Ready? Have More Questions?
If you are a member of Spiegel & Utrera, P.A.’s General Counsel Club and have business related questions, call (800) 734-9900 or ClubAssist@AmeriLawyer.com for assistance. Remember, as a member of the  General Counsel Club, you receive unlimited legal, business, credit and tax advice all year long.

Spiegel & Utrera, P.A. is a corporate law firm with its main offices located in Miami, Florida with offices throughout the United States. As a law firm, we do more than just help you form your business entity. We stand ready to help with the maintenance of your legal business entity! We will assist you with Incorporation Service, Trademarks, Copyrights, Estate Planning, Legal Counsel, Wills,Trusts, Agreements & Leases, Corporate & Company

Non Profit Organizations; How to Create One

Non Profit Organizations; How to Create One published on

Developing a non profit organization is not as non profitable as it may seem. Non profit organizations have to produce enough money to pay for its employees as well. In this article, we are going to discuss the development of a non profit with regards to the benefit of being a recognized 501 c3 organization and receiving donations. We will also discuss the difference between an LLC vs an LLP, protecting your trademark, and adding entities to your business such as fictitious names or assumed names.

Non Profit Organizations

How to Develop Your Non Profit Organization

You have sat on the park bench thinking how much good you can do by creating a non-profit organization to help the children you know with autism. Your son was diagnosed with autism when he was 6 years old.  Your child will need more work than the average child. If something isn’t done soon, your child may get left behind.

When speaking to the school, they have told you repeatedly that there are just not enough funds in their district to slow the classes down for him.  This is when you develop your non profit organization. It’s not much; just a part-time organization that teaches the children life skills so that they are capable of surviving if you, the parent/guardian, are not around.

What is the process to structure your non profit organization?

First, you need to register the business as a non profit organization.  Once you have received your articles of incorporation, it is important that you apply with the Internal Revenue Service as soon as possible for your tax-exempt status. You may ask, why so fast? This is because the questioning of the tax-exempt application is long and tedious. The quicker you get to the questions from the start of your business, the less explanation you will have to give for each. Limited information is available for each question.

Now that you have your 501 c3 tax-exempt status, what benefits do you have?

Depending on the business, and location, you may be eligible for sales tax exemption. You may have eligibility to receive grants or loans for your organization to hire specialists or equipment for your kids. You may receive public recognition for your business being a non profit organization. Government organizations may offer you discounts such as the post office.

Is it possible to make money while running  a non-profit organizations?

A non profit organization is a business.  It carries out charity work and raise money to help the community.  Because of this, resources are needed to carry out their work.  You will need to hire lepers, specialist and a management team.  Your business is going to require that you put the majority of your time into it and you will need to receive a paycheck too.   For your business model, you need to consider how money is going to be received  and plan accordingly.

Should I protect my non profit registered trademark?

All of the city knows about your program and it has grown bigger than ever expected. Donations have poured in, and you want to create a trademark for your organization’s  name and logo.

 

What is a trademark and how does it work?

A Federal Trademark is a word, name, symbol, phrase, slogan, or combination of these items which is used to mark and distinguish goods or services to indicate their source or origin throughout the United States. Federal Trademark rights may be used to prevent others from using the same or a similar Mark in the United States.

• A name or logo in many cases overtime becomes a company’s most valuable asset.
• It prevents others from adopting your name or design and gives you very favorable enforcement powers throughout the United States.
•  You will recieve no or only limited protection in a local geographic region.
• It Allows you to put everyone on notice with the Federal Trademark symbol “®” once the Federal Trademark process is complete.
• The business may advertise and promote your mark and build name recognition and goodwill for your business with out fear of losing the Mark to another.
• The Federal Trademark or Federal Service mark may subject the copycat to injunction, statutory treble damages, profit disgorgement and attorney’s fees if litigation is necessary to prevent such a copycat from using your Mark.

We can help you register your trademark at www.AmeriLawyer.com

Which is better for my new company; Limited Liability Partnership (LLP) or Limited Liability Company (LLC)?

Non Profit
Marys Salon and Spa

You have spoken to a local barber to assist your children with their daily grooming routine. Joe and his wife Mary, have showed great interest in joining your group. Joe would like to help with the boys. Mary would like to make a salon/ spa for the girls. Which type of entity should they create; an LLP or and LLC?

Limited Liability Partnership (LLP)

A strong feature of the Limited Liability Partnership is that obligations of the limited liability partnership, whether arising in contract, tort, or otherwise, are solely partnership obligations so that none of the partners are personally liable. The only reason for the use of the mere limited partnership form, rather than limited liability partnership, is when a limited partnership is required by lenders or other creditors. Understandably, because of liability protection, the limited liability partnership form of partnership is preferred over the other types of limited partnerships.

Limited Liability Company (LLC)

The main advantage of the LLC is that it is not burdened with the ownership restrictions imposed on a small business corporation (also known as a Sub Chapter S Corporation). An LLC may have more than 100 Members or as few as one. Its interests are held by corporations, partnerships, Non-Resident Aliens, trusts, pension plans and charitable organizations; the LLC may make special allocations, thereby avoiding the single class of stock requirement applicable to an S corporation; and it may own more than 80% of the stock of a corporation and, therefore, may be a member of an affiliated group.

How do we decide which is better for us?

Joe and Mary may also want to test the waters before forming one of these entities. They can form a contract between each other to agree on all the aspects of the business. They may also want to create a primary business for Joe, and then create a fictitious name for Mary’s salon. This contract needs to establish who is responsible for the liability of Mary’s salon and spa.  If she takes a loan to create this Eden for the girls and cannot pay the costs of the loan, who would be the person liable? If the salon fails any unpaid items, could affect Joe’s barbershop.

Spiegel and Utrera can help you decide the best entity for your business.

You can hear more details about starting a non-profit organization and much more by visiting our YouTube channel.

 

Final Thought:

It is in an entrepreneurs best interest to go to the local library, and look in trade association journals.  These journals can assist you with developing your business plan, or expand your business.

ARE YOU READY TO START YOUR BUSINESS?
INCORPORATE TODAY AT WWW.AMERILAWYER.COM

Not Ready? Have More Questions?
If you are a member of Spiegel & Utrera, P.A.’s General Counsel Club and have business related questions, call (800) 734-9900 or ClubAssist@AmeriLawyer.com for assistance. As a member of the  General Counsel Club, you receive unlimited legal, business, credit and tax advice all year long.

Spiegel & Utrera, P.A. is a corporate law firm with its main offices located in Miami, Florida with offices throughout the United States. As a law firm, we do more than just help you form your business entity. We stand ready to help with the maintenance of your legal business entity! We will assist you with Incorporation Service, Trademarks, Copyrights, Estate Planning, Legal Counsel, Wills,Trusts, Agreements & Leases, Corporate & Company

Business Expenses and Building Business Credit

Business Expenses and Building Business Credit published on

Creating a business is an American dream. Hard work and dedication may not be enough when starting your business.  you must keep your eye on the big picture.  There are many moving parts.  Monitoring business expenses, protecting your work with copyrights or a trademark, securing your ownership of an item, and purchasing equipment for your business, how to  keep track of business expenses and building business credit are just a few topics we cover below.  

You Made It!  How Do You Keep It?

 

Copy right your intellectual work

Opening day of the hip hop world championship has arrived. For over 10 years you and your crew of 8 guys have been practicing 8 hours a day for this moment right here. You know that these guys love you, but business is business. If they win this competition, it means touring and public recognition. What does that mean for you? Are you just the choreographer and nothing more? Why should they get all the fame? What can you do to make sure that you are securely the sole representative and director of this crew? After all, you need to make money too.

First and foremost, you need to make a contract with the crew. This contract should indicate that you own the copyrights to the dance performance that they are demonstrating on stage. In order to do that, you have to register your original authorship with the federal copyright. The contract should also state that anytime that the dance is performed in this manner, you would receive royalties from it as well as each member of the dance crew.

 

Copyright your work
business expenses

That’s My Move!

What if someone is already performing my moves? The move is authentic, and it even is referred to as the “cut and dry.” The “cut and dry” is eligible to be copyrighted as soon as the original dance move had been created in fixed form, and then registered with the federal courts. if it is being used after it has been registered, you may sue the person in federal court. However, it is much better to register the copyright, because it creates a public notice that you own the rights and enables you to sue in federal court if someone uses your choreography without your permission.

We’re Going On Tour

To take the crew on tour, is going to be a huge expense. There may be more than just the dancers to bring across the states with you. You need somewhere to place the props for the many new dance routines. You already own one bus, that actually belongs to you, but it looks like you need additional capacity.  Each situation is different, but for this situation it is best for you to invest in the second bus from another LLC that has no relation to the crew and lease  the bus to that crew’s LLC.   This leasing strategy is a great way to build your business credit as well.  Another point for leasing the bus to the crew, rather than purchasing it, could be an insurance issue.  If the bus is involved in an accident, and the now famous dance crew is the owner of the bus, you may be liable for damages.

Wait! Can I Claim This As A Business Expense?

Another question that has come up is: If the crew decides to go to Disney after one of their shows during their break, does that take away the ability to claim the trip as a business expense? The answer is no. A business trip is a trip taken while conducting business during the eight-hour day. What the crew does on its off time is not going to be questioned. As long as the trip its self was for a business purpose.  When a business expenses are claimed however, it is important to only claim the time that was utilized for business.

Visit our YouTube Channel for more information on building business credit and tracking business expenses.

ARE YOU READY TO START YOUR BUSINESS?
INCORPORATE TODAY AT WWW.AMERILAWYER.COM

Not Ready? Have More Questions?

If you are a member of Spiegel & Utrera, P.A.’s General Counsel Club and have business related questions, call (800) 734-9900 or ClubAssist@AmeriLawyer.com for assistance. Remember, as a member of the  General Counsel Club, you receive unlimited legal, business, credit and tax advice all year long.

Spiegel & Utrera, P.A. is a corporate law firm with its main offices located in Miami, Florida with offices throughout the United States. As a law firm, we do more than just help you form your business entity. We stand ready to help with the maintenance of your legal business entity! We will assist you with Incorporation Service, Trademarks, Copyrights, Estate Planning, Legal Counsel, Wills,Trusts, Agreements & Leases, Corporate & Company

Copyright Your Work

Copyright Your Work published on

AToday’s youth is confused and trying to claw their way out of a hole trying to express their individual personalities. Some show their uniqueness by the way they dress, some write, some even rap or sing.  How ever they choose to express themselves, they must be allowed to create their own empire. Let’s be real, not all children or even young adults are built for stardom, but many truly are talented. To follow their dreams is everything for them. The words a young singer places on paper are very, very real in their hearts.  To copyright their work is not even a thought for them. Perhaps it should be. 

 

Register Your Works of Authorship

So, how do they protect and promote their music or drawings? Start by creating a marketing plan.  We will talk about trademark or copyright laws, and how each artist can protect their work. We will also discuss creating a business with multiple partners and extending credit to your customers.

Copyright your work
Protect Your Works of Authorship

You notice that your child is behind her camera almost every day and on the computer editing those pictures all night long. She is passionately writing and drawing as well. What could she be up to? You sit her down to talk to her about what you believe is anti-social behavior. She opens her computer, only to reveal the most beautiful photos you have ever seen.  Attached to each is a short essay describing her photo. There is no bias here, the pictures are divine. She then confesses to you that she wanted to enter her photos into a contest for a scholarship to the Arts Institute. Should you be concerned about copyrighting her photos and writing?  The only way that your rights will be enforceable in the federal courts, is to copyright her work.  You child will need to create her own company where she can sell her art.

Let’s discuss the different types of protection you can use to protect her work.

 

What Is a Trademark?

A Federal Trademark is a word, name, symbol, phrase, slogan, or combination of these items which is used to mark and distinguish goods or services to indicate their source or origin throughout the United States. Federal Trademark rights may be used to prevent others from using the same or a similar Mark in the United States.

What is a copyright?

A Federal Copyright is a form of protection provided by the laws of the United States to the authors of “original works of authorship” including literary, dramatic, musical, artistic, and certain other intellectual works.  Once an original work is created, the federal copy right will begin.  The federal copyright in the work becomes the property of the author who created the work. Generally, only the author can rightfully claim federal copyright. With this in mind, there are some exceptions to this rule.

 

 

 

Spiegel and Utrera can start your copyright process with 5 easy steps:

STEP ONE. Submit your Trademark, Copyright or Trade Dress Order 

We make it convenient for you to submit your TrademarkCopyright or Trade Dress. You can complete and submit an order online with our (128 bit encrypted) secure order form. This will take, approximately, 5 minutes of your time. You can call one of our many offices toll free or you can also visit one of our many office locations. If visiting one of our offices, please call to verify attorney availability and to request an appointment.

STEP TWO. Preparation of the Trademark, Copyright or Trade Dress Application

Our staff will prepare your Trademark, Copyright or Trade Dress Registration Application based upon the information you have submitted.

STEP THREE. Verification of the Trademark, Copyright or Trade Dress Application

Once Spiegel & Utrera, P.A. has prepared your Trademark, Copyright or Trade Dress Registration Application, it will be emailed to you for your approval and signature. Once you have approved and signed the Trademark, Copyright or Trade Dress Registration Application, you will return it to Spiegel & Utrera, P.A. along with Credit Card authorization for payment of the government filing fee.

STEP FOUR. Sending of Trademark, Copyright or Trade Dress Application to the Government

Once Spiegel & Utrera, P.A. receives your signed Trademark, Copyright or Trade Dress Registration Application and the government filing fee from you, your Trademark, Copyright or Trade Dress Application will be filed with the government.

STEP FIVE. Confirmation of Filing of Trademark, Copyright or Trade Dress Application to the Government

Upon filing your Trademark, Copyright or Trade Dress Application with the Government, Spiegel & Utrera, P.A. will give you written confirmation of the filing of your Trademark, Copyright or Trade Dress Application with the Government.

Keeping accurate records for your business is important.

Another topic to consider, is record keeping for the sale of these photos. We already know that her photography skills are top notch.   Also, her writing skills are incredible.  This is the time to think about making her freelance journalism a corporation. In doing so, she could sell her photos and essays to magazines, bloggers, websites, or more.

It is important however, that she create a separate bank account for the money she earns for her work. Bookkeeping is important when you have your own corporation. By keeping bank records and credit card expenses separate, it will help to keep your business organized and on track once you see your accountant.

Extending Credit To a Client

What do we do if she is now selling one photo and article a month to a magazine who promised payment a week after they received the photos? The company has received many of your photos., but you still have not received payment.   You want to keep the relationship with the customer.  You cannot continue granting them your inventory without payment. It may be necessary to sell your photos on a C.O.D. basis. This may let you know if they had any intention on paying you to begin with.

When extending your customers a line of credit, it is important to consider who they are.  Moving forward, you can create your own credit application to verify all the aspects that you need to know prior to extending credit to them. It is important, however,  that you know their personal information when it comes to finding out if your client is going to pay or not. Once you have determined the credit status of the client, you should be able to negotiate your income.

Visit our YouTube for more information like this

 

 

ARE YOU READY TO START YOUR BUSINESS?
INCORPORATE TODAY AT WWW.AMERILAWYER.COM

Not Ready? Have More Questions?

If you are a member of Spiegel & Utrera, P.A.’s General Counsel Club and have business related questions, call (800) 734-9900 or ClubAssist@AmeriLawyer.com for assistance. Remember, as a member of the  General Counsel Club, you receive unlimited legal, business, credit and tax advice all year long.

Spiegel & Utrera, P.A. is a corporate law firm with its main offices located in Miami, Florida with offices throughout the United States. As a law firm, we do more than just help you form your business entity. We stand ready to help with the maintenance of your legal business entity! We will assist you with Incorporation Service, Trademarks, Copyrights, Estate Planning, Legal Counsel, Wills,Trusts, Agreements & Leases, Corporate & Company