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Starting Your Business by the Book

I’ve gotten several questions recently about the legalities of starting a business. So, this week I thought I would address a few of the more common legal issues most new businesses face. But first, let’s get the mandatory legal disclaimer out of the way: the advice dispensed by this columnist is probably no better or worse than the advice dispensed by other columnists. Do not take the following advice as gospel or bet the future of your business on any advice given herein by said columnist.

Agreed? Good, let’s proceed.

To begin, here’s the best legal advice I can give you as a new business person: find yourself a good lawyer and make him or her your very best friend. Granted, your new best friend will charge you an hourly fee for chatting on the phone or talking business over lunch, but you’ll find it to be money well spent. A good attorney can save you far more than the cost of his services. I rarely make any decision that has the potential to impact my business without first consulting my attorney.

You can locate an attorney through legal referral services or just by opening the phone book, but the best way to find a really good attorney is to ask other business owners for references.

You want an attorney who specializes in business matters. A few of the things you may need legal help with are: legal business formation, articles of incorporation, trademarks and copyrights, investment documents, employee policies, etc. You may find that a single attorney can’t meet all your needs, but if you use a larger firm they will have attorneys on staff that can provide the specialized services you require.

Now, let’s take a brief look at a few questions I’ve received regarding the legalities of starting a new business.

What’s a DBA? “DBA” stands for “doing business as.” A DBA is another name that you use in the operation of your business other than the legal name. For example, “Jones, Inc.” might be the legal corporate name of your business, but you might use “Bob Jones Landscaping” as the everyday business name. In this case, you would see the business described in legal context as “Jones, Inc. Doing Business As Bob Jones Landscaping.”

Here’s an example of using a DBA to launch a new venture within an existing business. A reader asked: “My wife incorporated a multimedia business three years ago, and I am starting a voice-over business. Is it more beneficial for me to open as a sole proprietorship or to operate within her multimedia business?”

My answer was that he should open his company as a division of his wife’s business, operating as a DBA. Even though he is using his own business name (the DBA), technically his wife’s corporation is launching the service and therefore will give him some liability protection. Doing so would also help him save on start-up costs (such as having to pay for a separate incorporation). It’s relatively simple to keep a separate set of books, and when the new business takes off, he can spin it off into a separate entity.

Will a corporation protect me from liability? It can, if handled correctly. You may have heard about the “corporate veil,” which means that you can’t be sued personally for anything that happens in the corporation and your personal assets can’t be attacked by creditors or a lawsuit on the corporation. But in order to have this protection, you must act like a corporation. This means conducting board meetings, taking notes and publishing minutes in your corporate book.

In addition, be sure to have a separate corporate checking account and, if you need them, corporate credit cards. Don’t use corporate money for personal purchases, and vice versa (unless you file an expense report). Many people think they don’t need to go to all this trouble if there is just one or two people in the company, but in order to be treated like a corporation, you must act like one. Your attorney can give you more details.

How do I register my company name? To register your company name simply contact the office of the Secretary of State. This is easily done by phone. The registrar will tell you if the name you have in mind is available as a corporate name and will reserve the name for you if it is available. You will be sent a form to complete and submit with a nominal fee. For more information you can also visit the Secretary of State’s website.

Do I need a business license? Nearly every business will require a county or city license. Luckily, such licenses are relatively easy to obtain and are not expensive. For local licensing requirements, contact your city or county government offices.

Some businesses might also require a state license. For example, hair stylists, contractors and most businesses serving food fall under the purview of the state licensing board. Each state has an agency that deals with these types of businesses. Contact your local government offices to see if your particular business requires a state license.

Some businesses will even require federal licensing. Examples of such businesses would be those that provide investment advice or that deal with firearms. Federal licensing is typically required for businesses that are highly regulated by the government.

I operate my business out of my home. Do I still need a license? Operating a business out of your home does not get you off the hook when it comes to licensing. You should check local zoning requirements and property covenants. You can find this information at the court house or by calling your local license department. Home businesses are also subject to zoning laws that regulate how property can be used and may restrict various activities.

This is just a sampling of the legal issues that must be addressed by every new business owner. To learn more, take your favorite lawyer to lunch.

Just be prepared to pick up the tab.

Here’s to your success.

Choosing a Business That’s Right For You

Q: I really want to start my own business, but I have no idea what business would be best suited for me. I’m also eager to get started, but I don’t want to pick the wrong business just because I’m impatient. How should I go about deciding what business would be best for me?
– Samuel J.

A: Before I answer your question, Samuel, I want you to reach around and pat yourself on the back for not letting your eagerness push you into making a wrong decision. All too often we entrepreneurs tend to let our impatience drive us to make decisions that we later regret. In business such haste can be very costly, indeed.

I always compare starting a business to jumping into a pool of freezing water. There are typically two types of entrepreneurs who take the plunge.

The first are the “Toe Testers.” These are those cautious folks who just stick their big toe in the pool to gauge the temperature of the water. It is for these careful entrepreneurs that the phrase “testing the waters” was coined. Toe Testers enter the business pool slowly, a little bit at a time. The lesson to be learned from Toe Testers is to start slowly and don’t feel like you have to wade in too fast. Ease into the business pool gradually to make sure it’s right for you. Remember, many entrepreneurs realize that the business world is not right for them only after they are in it up to their necks. And that’s when the term “sink or swim” takes on a whole new meaning.

The next type of entrepreneur is the “High Diver.” These are those fearless souls who climb the ladder and dive into the business pool head first without worrying about the depth of the water or the dangers that lurk beneath the surface. It is for these entrepreneurs that the phrase “damn the torpedoes, full speed ahead” was coined. Quite often these entrepreneurial daredevils find themselves drowning in unknown waters or end up with their heads buried in the bottom of the pool.

Both types of entrepreneurs may find success, depending on how well equipped they are to handle the water they are diving into. Here are a few ideas to help better prepare you for the plunge.

** Let your experience be your guide. Start with what you know. If you have spent twenty years working as an accountant or you love to build wooden toy trains as a hobby, consider how you can take that experience and turn it into a successful business. You might also find a great business idea right under your nose. Look around your workplace. Do you see needs that are going unmet or can you think of a better way of doing something? If so, you might have the seed for a profitable business.

** Do what you love and enjoy what you do. I can’t emphasize this enough. Many people start a business for the wrong reason: to get rich. While it is true that many millionaires in this country made their fortunes from their own business ventures, that should not be your sole motivation for starting a business. If you don’t enjoy what you do, you will not be successful, at least not from a mental point of view. Sure, the monetary rewards can be tremendous, but the mental anguish of working in a business you don’t enjoy is a high price to pay. I talk to entrepreneurs all the time who are running successful businesses, but are so unhappy as a result that they literally make themselves sick. If you don’t enjoy what you do the business will become a chore, not a joy.

** Don’t reinvent the wheel, just make it better. Many first time entrepreneurs assume that they have to come up with a new business idea to be successful. That simply is not true. Most successful businesses are born not of innovation, but of necessity. Instead of trying to come up with an idea that changes the world, take a look at the world around you and see where there might be a void that needs filling or a business concept that needs improvement.

Many successful businesses have been built by taking a traditional business and making it better. Domino’s Pizza was certainly not the first to offer home delivery of pizza, but they were the first to guarantee it would be delivered piping hot to your door in 30 minutes or less. Amazon.com was not the first company to sell books, but they were one of the first that would let you buy books from the comfort of your own home while sitting in your underwear.

** Focus on a niche. Many businesses have gone broke trying to be all things to all people. The ability to offer a gazillion products under one roof is all well and good for Wal-Mart, but not for most new small businesses. Try to identify a niche that you would enjoy working in and think about starting a business therein. If you love to work outdoors, consider starting a landscaping business. If you enjoy working with numbers, think about becoming an accountant or CPA. When’s the last time you had your gardener do your taxes? You get the idea. Focus on a niche and become an expert in your field.

** A franchise might be an option. Many new entrepreneurs consider buying a franchise operation instead of starting a business from scratch. Franchises are a good way to jumpstart the process because they have already done much of the hard work for you. They have proven the business model, established guidelines for running the business, spent millions of dollars on establishing the brand, etc. Buying a franchise is typically a very expensive and involved process that is beyond the scope of this article. The best thumbnail of advice I can give you is to thoroughly investigate the franchisor and the opportunity, use your own attorney to do the deal, and read the fine print in the franchise agreement.

** It’s hard to swim in a crowded pool. If the business pool is already filled with other companies doing the same thing you want do, chances are you will fail in the face of established competition. To succeed in such a crowded pool you will have to do something to stand out from the crowd (and I don’t mean greeting customers while wearing a bright red Speedo). If you can’t quickly and easily differentiate yourself from a large group of competitors, you’re better off choosing another business.

** Above all, take your time. Whatever business you choose to start, I encourage you to take the time required to make an informed, intelligent decision. Think about starting part time while you still have your current job (and income) to fall back on. Talk to friends and associates who use the product or service you will provide to see if they would consider become paying customers.

Remember, in business you can end up swimming in success or sinking in failure. The key to your success might just lie in the sensitivity of your big toe.

Here’s to your success.

The Business Autopsy: A Fact Of Life

Last week we discussed the importance of performing an autopsy on a dead business. No, I haven’t been watching too many of those wonderfully graphic, TV forensic investigation shows. The reason I recommend you do a business autopsy is to uncover the exact reasons why the business died. This is valuable information that can not only heal feelings of personal failure, but also better prepare you for the pitfalls of business should you ever take the plunge again.

Starting a business is never easy and the odds of your success or failure are about even money. The fact is, approximately half of all small businesses fail within the first four years. And a large percentage of those failures occur within the first year. These are the statistics that keep many entrepreneurs awake at night. Like Sisyphus, always pushing that boulder to the top of the hill only to have it tumble back to the bottom each time, you never know when you’re going to lose your grip on your business and have it tumble back over you.

OK, so far in this column I have managed to squeeze in references to modern American television and ancient Greek mythology. Enough highbrow beating around the bush. Perform the autopsy and learn from it. Only by knowing the real reasons your business died can you identify and hopefully stave off those maladies before they take you down next time, if there is a next time. And if you’re a true entrepreneur there will be a next time, trust me on this.

There are many reasons why businesses fail, but according to a recent survey by U.S. Bank, the majority of business failures can be attributed to three reasons: bad management, bad financial planning, and bad marketing.

Bad management comes in many forms. The survey showed that seventy-eight percent of the business failures examined were due in part to the lack of a well-developed business plan and a business owner who had no business being in the business he was in. In other words, the business owner did not have an adequate knowledge or a thorough understanding of the business he had chosen to start. This is why software entrepreneurs like me don’t start shoe stores. I have feet, I wear shoes. That’s not enough to qualify me to go into the shoe business.

Next, seventy-three percent of the business failures in the survey were also manned by owners with rose colored calculators. These business owners over-estimated revenue projections (the number of expected sales) and under-estimated the burn rate (the amount of money required to sustain the business per month).

It gets better. Seventy percent of the failed businesses in the study were led by entrepreneurs who were in denial regarding their own competence, or more to the point, their own incompetence. These business owners either didn’t recognize or chose to ignore their own entrepreneurial shortcomings. These entrepreneurs also did not seek assistance from others who might have made up for their inadequacies. It’s sometimes hard to ask for help when you are supposed to be the one with all the answers.

Believe me, I know.

The final contributing factor to the death of sixty-three percent of the businesses who died from bad management was that the owners had no relevant or applicable business experience.

Bad financial planning was the second reason sited by the survey as to why most businesses fail. In business, it’s always about money. According to the U.S. Bank study, eighty-two percent of the business failures studied reported poor cash flow management as a contributing factor to the death of the business.

Seventy-nine percent of the businesses were inadequately funded, and seventy-seven percent miscalculated the cost of doing business. In other words, they failed to take into account all of the costs involved when setting the price for their products.

Let’s move on to my favorite subject: bad marketing. You’ve heard me preach this sermon before. You can have the greatest product in the world, but if your marketing efforts are inadequate or ineffective you will end up with a warehouse full of the greatest product that no one in the world has ever heard of.

The study showed that bad marketing was a contributing factor in the death of sixty-four percent of the businesses surveyed. Many of these misguided entrepreneurs either minimized the importance of marketing and promotion or ignored it totally.

A vital part of marketing is knowing who your competition is and always knowing what they are up to. The entrepreneur who ignores his competition is a fool (gee, was that too harsh?) and is always destined to fail, as proven by the fifty-five percent of the dead businesses in the survey who either didn’t even know who their competition was or simply chose to ignore the competition altogether.

Here’s a nice hole in the sand for you, sir.

Please insert your head…

Another mistake made by forty-seven percent of the deceased businesses was that they relied on just one or two customers for the bulk of revenues. This is a common mistake made by many business owners who devote all their energy to one huge client. What they don’t seem to understand is that if that one customer goes away, so does most of their revenue.

When performing your business autopsy you might identify other contributing factors that were beyond your control, such as a down economy, the lack of qualified employees, new government regulations that negatively affect the way you must do business, the failure of a strategic partner, etc..

There will always be things you can’t control. The key to business success is to keep control of those things you can and do everything you can to prepare for those things you can’t.

Next time we’ll discuss a few things you should and should not do to help ensure your business success.

Here’s to your success.