How to Organize Your New Business: the Nuts and Bolts

Soon you will find yourself deeply involved in reachingregister their business names but also trademark them.
your marketplace, analyzing customer needs andTrademarking is a legal technique made available by
imagining attention-getting promotional ideas. But firststates and the federal government to give you the
there are a number of basic organizational steps youright to a particular name if you can prove you publicly
should complete.used it before anyone else, To receive national
 There are just enough stories in newspapers andprotection you must file for a trademark through the
magazines about successful new business that wereU.S. Trademark Office (part of the Commence
started on a "shoestring" to make you believe you doDepartment). This is much more expensive and time
it also. In fact, several monthly magazines are devotedconsuming. See an attorney before taking this step.
to presenting low-cost home business ideas that are Selecting a Business Address
"guaranteed winners". You now need a business address to go along with
 In our experience, very few viable new businessesyour legal business name. While you have been
ran be started with less than $1000.00. A recentresearching your startup costs you should have
survey by Home Office Computing magazinethought about where you will locate your business
revealed that the average reader spent around $5,000office. Will it be in your den? In a local office building? A
to start his business. It should be apparent thatretail store? Or in an industrial building?
shoestring businesses run out of cash fast - often just The simplest and least expensive way is to use your
when the sales start to come in.home address as your business address also. But
 Assessing Your Financial Readinessbefore you decide to do this remember the following
 The first step in examining your financialtips about selecting an address.
preparedness is to sit down with your family and-  Analyze who you want to sell. Would they think
analyze where the money goes each month. Startyou are less professional if they see a residential
with the major expenses first, such as mortgage oraddress on your business card?
rent, car payments, utilities, insurance, food and school- Are there potential zoning problems if your city or
expenses. These categories probably represent overtown finds out about your home business?
60% of your total family spending each month.- Will your suppliers or customers be corning regularly
 Next add in important but postponeable expenses,to your house? is there enough parking space so as to
such as new clothing or furniture, a vacation or goingnot annoy your neighbors?
to the movies or out to eat. By the time you are done- Can you easily receive UPS, Federal Express, etc. at
you will probably have 15 to 20 key expenses in theyour home?  
family budget. Put the total by category on one pieceIf you don't locate at home, what are your other
of paper and add them for a grand total. Make sureoptions? There are three basic alternatives:
every family member understands where the money #1 Post office box. I don't like them because they are
has been going each month.used by scam artists, Also, you can't get to your box
 Lastly, see what you can cut out of the budget. But24 hours per day and customer service at the Post
beware, quitting a job (or losing one) and then startingOffice is less than great.
a business will put your family under tremendous #2: Private mail box store: A little more expensive
mental stress. Don't expect them to endure too muchthan P.O. boxes but offer many more business
further pain in order to cut the family budget.services such as shipping of all kinds, telefax,
 Most of us would be lucky to cut 5% out of thephotocopying, passport photos, office supplies, to
budget. Once you have some agreement on amention a few. The largest number of stores are the
monthly budget, it is time to review what sources ofMail Boxes Etc. outlets springing up all over. Costs start
income the family has. The most common are:at $12-$16 per month for a mailbox.
spouse's salary and bonus, investment interest and #3: Shared service office suites: Many traditional
dividends and rental income if you own property. Askoffice buildings are setting up areas with small offices
yourself a tough question: How reliable are thesewhich share services, such as the receptionist, mail
streams of income? Has your spouse's employerroom, telefax, photocopy and a conference room.
announced layoffs? Is the return on your investmentsRents start at $400 per month, but some buildings
likely to go up or down over the next twelve months?offer an abbreviated version, known as identity
 Subtracting all the family income other than yourprograms where you keep your office at home, but
income (you'll he quitting remember) from the monthlyrent their address for your mail, have their receptionist
expenses results in what I call the "business burden".answer your business phone line and meet with clients
This is the dollar amount that vour economic activityin their conference room. Costs start at $75 per
must eventually create if the family budget is tomonth.
continue at its agreed-upon level. Every month that Picking A Legal Form of Organization
your sales are not enough to cover this burden you When you open a business, your life becomes more
must borrow - from yourself, your credit cards, yourformalized because you are now subject to more
home equity loan or from your relatives. This gets oldlaws and regulations. One of the first legal
fast.requirements you will face is deciding how to organize
 The second area of personal finance you mustthe business from a legal point of view. There are
carefully evaluate is your debt. Who do you owe?three major ways to do this:
How much? What percentage of debt could be paid #1: Sole Proprietorship -- Single owner or husband
off in on more than one year? Remember, you won'tand wife. All business profit goes on your personal tax
be working a regular job. Be realistic; if you credit cardreturn. You are personally liable for all business debts
debt is $400 per month minimum payment, you willand legal disputes. Very little regulation by the
have a very hard time paying your business phone billgovernment. Over 70% of all small businesses are
and buying gas for your car.proprietorships, often because it is the easiest, fastest
 Examine also what you own that you might turn intoand cheapest way to legally organize.
cash or use as collateral for a loan. The house is the #2: Partnership -- Two or more owners joining
most commonly used personal collateral, buttogether to invest in and to run a small business. Similar
remember what you are risking when you use a homelegally to a proprietorship in that each partner is
equity loan.personally liable for business debts and disputes. In
 Estimating Startup Costsaddition, each partner is bound by the business actions
 Startup costs are one-time expenses for equipment,of the other partners, even if they don't know about
furniture, computers, rent deposits, stationery; telephonethem. In our experience it is hard to hold together a
hookup, insurance premiums, office supplies, and initialpartnership because it is rare that two (or more)
advertising. Be cautious here, it is very easy to spendpeople share the same values, grow at the same rate
a couple of thousand dollars before you realize it.or see risk the same way. We strongly urge that you
Before you buy anything ask yourself: Can I get itreview a written partnership agreement (sold at office
used? Do I already have something that will work?supply stores) before you talk seriously about joining
Can I trade something for it? If you are starting with atogether.
home office you of course save on rent deposits and #3: Corporation - A lot of new entrepreneurs think
moving expenses.that they need to be a corporation. But in reality, few
 If you will be opening a retail store, it is critical thatnew businesses need to be incorporated. The first
you research what inventory you will need, whostep is to realize that your life becomes more
supplies it and what is the lowest price you can get.regulated if you incorporate. We also estimate that it
You may also be facing a serious investment inwill cost you $700-$1000 more per year in accounting
renovation construction, fixtures and carpeting andand legal bills to be a corporation. However, there are
painting. The average startup costs for a retail store,many potential tax savings for corporations. The
including inventory, run around $75,000.second step is to decide with whom you will organize
 If you plan to make a product for sale you will needthe corporation (incorporators). The third step is to
to buy raw materials. Do the same kind of investigationdecide if you want to operate as "plain vanilla"
as the retail business owner does. Calculate thecorporation ("C" corporation) or as a "S" corporation
minimum material investment to produce the desired(requires approval of the IRS). For the next steps see
sales for the first few months. In addition, examine"How to Register" which follows.
what additional tools, equipment or vehicles our No matter what legal form your new business takes,
business may require. A typical manufacturing startupsome branch of government (or several) wants to
can cost over $100,000.know about it, But note: before you attempt to legally
 Exploring Business Expensesregister, you must have selected a business name and
 For most small businesses, the owners personaladdress.
compensation is far and away the largest operating How to Register Your Company
expense for the business. This is your contribution Proprietorships and Partnerships Most proprietorships
toward the "business burden". But there are potentiallyand partnerships use a business name other than the
many other business expenses you will face. Amongname on the owner's birth certificate. This business
the most common are: Rent, utilities, telephone andname is known legally as a fictitious name, assumed
telefax charges, supplies, computer software andname or as a DBA (Doing Business As). The county in
repair, insurance, bookkeeping fees, auto expenses,which you live requires you to register this assumed
dues and subscriptions, travel and entertainment andname. The procedure usually goes as follows:
sales promotion expenses. Some new business need-  Call your County Clerk's Office and request an
an employee right from the beginning, so you wouldAssumed Name Registration form and ask the fee.
have to add in wages and withholding taxes.- Fill in all forms with the legal name of the business, its
 You find out what expenses your business will haveofficial address, your real name arid your home
to pay by talking with owners of similar businesses,address. One of the forms may have to be notarized,
through magazine and newspaper articles and fromso see the accompanying instructions.
trade associations, just to mention a few. Also apply- Usually you send back one form, the longer one, and
some common sense: ask yourself what expenseskeep the shorter form. Include a check made our to
seem normal for my type of business? I suggest thatthe County Clerk for the registration fee.
you add 20% to your estimate of monthly business- Take the shorter form to any newspaper in your
expenses.county (call first to get their rate for an assumed name
 To discover what magnitude of starting capital yourad) and place an ad for three consecutive weeks. The
business will need, take your "business burden" andnewspaper will give you proof that the ad ran.
multiply by three. Add in the one-time startup costs.- Send proof of ad placement back to your County
Multiply the monthly business expenses by three andClerk, right away.
add to the other two groups of costs. The total is- In three to four weeks you wilt receive a registration
known as "initial capitalization" -- the money you hadcertificate.  
better have access to before you open the door ofCorporations Registering a corporation is more
your new business, Don't kid yourself; new businessesinvolved than the assumed name registration. Here is
are very hungry -- for money. Try to starve them andthe procedure commonly found. It may vary in your
they perish!state:
 Picking A Business Name-  Call your Secretary of State and ask for
 Up to this point, you have probably only spokenCorporate Name Registration.
about your new business to your family and yourself.- Have two or three name choices written down by
But now it is time to prepare to talk to the outsidethe phone. Ask if the first name is available. If not, go to
world. The first step in communicating all the wonderfulthe next, and the next. Hopefully one of the three is
things your business can provide is to create anavailable.
identity for it by carefully selecting a business name- While you have them on the phone, request two
and address.copies of the registration paperwork known as the
 I have long believed that there is no such thing as theArticles of Incorporation (or similar name).
perfect name for a new business. After all your- Use an attorney or one of the Small Business
customers are largely buying you in the beginning. ButDevelopment Centers for help in filling out the Articles
a cleverly selected business name goes a long wayof incorporation. They are pretty easy, but the section
toward making your new company more memorable.on issuing stock can be a little tricky. Check the form
Here are some tips for selecting a business name:for how to calculate the incorporation fee.
-  Keep it Short - no more than four words- Send two copies of the Articles with a certified
- Make sure It can be easily pronouncedcheck or money order for the incorporation fee made
- Use either your own name or one that says whatout to the Secretary of State at the address in the
your business doesinstructions.
- Look in the Yellow Pages to avoid a name that is- In a few weeks you will receive the official notice of
confusingly similar to an existing businessincorporation. After this time whenever you use your
- Make sure that is looks as good on a business cardbusiness name it must be ended by one of four
as it does on a piece of letterhead. A way to do this issuffixes: "Inc.", "Corp.", "LTD", or "Co.". Place the
to use a graphic artist to sketch the name businesscertificate in a safe place. You will need it for a
card size.  number of purposes but most importantly you must
Be aware that some businesses not only legallyshow it in order to open a corporate checking account.