XBanker

Lack of Planning - Creating A Business Plan

May 28th, 2008

Beware the temptation to jump into business before you’ve done the proper planning. And don’t underestimate that temptation. Once you have made up your mind to start a business, it is difficult to wait to get going. You want to start moving, making money, living the life you’ve dreamed of. But if you want your business to succeed, you must take the time to understand it, yourself, the industry, and the market.

It helps to consider how you would approach buying a house. Would you sign a check and move in? Or would you research everything first to make sure you aren’t getting a lemon? Treat starting your own business the same way. Don’t invest your time, money, energy, and dreams in a business you don’t understand inside and out. More businesses fail for want of proper planning than do for want of money.

Business plans are perfect for taking you from ignorance to understanding. In order to produce a good business plan, you must learn all the ins and outs of your proposed business. And the process of preparing the plan will teach you much of what you need to know in order to run that business.

The main reasons people skip business plans are often the same as the reasons people avoid accounting: 1) many people don’t like to write and 2) the time it takes to prepare the plan takes away from the time to run the business. But those reasons - those excuses, really - are just as inapplicable here.

Just because you don’t like doing something doesn’t mean you don’t have to do it. Running your own business will mean sacrifices. Luxuries like vacation time, sick days, salaries - these are the first things to go out the window (at least in the beginning). Taxes must be paid, shipments must go out, decisions must be made, invoices must be sent, and bills must be paid - whether you like it or not. Same with accounting. Same with planning. And, as with accounting, you can always hire someone to prepare your business plan for you.

The second reason people often skip the business plan stage is because they want to spend the time it would take to plan their business to be in business instead. They see the planning stage as taking time with no reward. But not only is that not true, it is also supremely short-sighted. It may be true that taking time upfront to plan your business will increase the time until you can start making money. But it will also likely increase the amount of money you can make. Writing a business plan allows you to explore your business before you start. It allows you to make your mistakes on paper rather than in the real world.

Write a business plan. You’ll be better for it. It will save you hassles and make you money in the long term. A good resource is my book “The ABC’s of Writing Winning Business Plans.”

What are some of the hassles you might be saved if you take the time to prepare a business plan? How about quitting your day job only to find your great idea won’t pay the mortgage? Or resorting to credit cards to finance the business? Many businesses fail within the first five years. Of those that fail, a staggering amount do not have business plans. An old carpentry adage says, “Measure twice; cut once.” Let your business plan be your measurement.

Posted by Garrett Sutton | Currently No Comments »

C Corporation Considerations

May 21st, 2008

A C Corp has the widest range of deductions and expenses allowed by the IRS, especially in the area of employee fringe benefits. A C Corp can set up medical reimbursement and other employee benefits, and deduct the costs of running these programs, including all premiums paid. The employees, including you as the owner/shareholder, will also not pay taxes on the value of those benefits. This is not the case in a flow-through entity, such as an S Corp, LLC or LP. In each of those cases the entity may write off the costs of the benefits, but any employee/shareholder who owns more than 2% of the entity will pay taxes on the value of their benefits received. So, if having the maximum deductions and all of the employee fringe benefits on a tax-free basis is important to you, a C Corp may be your entity choice.

C corporations are great for a business that sells products, has a storefront and employees, and may or may not have a warehouse where it keeps its inventory. C Corps don’t work well with businesses that want to hold appreciating assets, such as real estate, because of the tax treatment on the sale of these assets.

The most often-cited disadvantage of using a C Corp is the “double-taxation” issue. Double-taxation happens when a C Corp has a profit left over at the end of the year and wants to distribute it to the shareholders as a dividend. The C Corp has already paid taxes on that profit, but once it distributes the profit to its shareholders, those shareholders will have to declare the dividends they receive as income on their personal tax returns, and pay taxes again, at their own personal rates.

There are many things you can do to avoid the double-taxation scenario. Structure the C Corp so that there are no profits left over — use all of the write-offs and deductions allowed by the IRS to reduce the C Corp’s net income. Offer great benefit plans! Pay higher salaries to yourself and the other owner/employees than you would if you were using a flow-through entity such as an S Corp. Yes, you will have to pay payroll taxes and personal income taxes on those monies, but you would pay personal taxes on dividends paid to you anyway. And it may be that in the big picture, the savings on one side outweigh the additional taxes paid on the other side.

The decision as to what entity is best for you really does, in so many cases, hinge on taxes, and that is why, with any corporate-related decision, you are wise to seek the advice and assistance of a good CPA.

Some quick things to note on C Corps:

• They can have an unlimited amount of shareholders, from anywhere in the world.
• For Nevada and Wyoming corporations, officers and directors can reside anywhere in the world;
• They can have several different classes of shares.
• They are the most widely recognized business entity in the world, and are the premier entity for going public.

In Nevada and Wyoming, nominee, or stand-in, officers and directors can be utilized, adding extra levels of privacy.

While we like and often use S Corporations, we keenly appreciate that C Corporations have their merit and place in your entity structure strategy.

Posted by Garrett Sutton | Currently 2 Comments »

The Downside to the S Corporation

May 14th, 2008

A downside to S Corps is the limitation on who can be a shareholder, and what kind of shares it can issue. There can be no more than 100 shareholders in total, and no one may take their shares in anything other than their personal names (or in their living trust’s name). So, forget transferring your S Corp shares into an irrevocable trust, limited partnership or children’s trust. And, you can’t have any non-U.S. resident shareholders, either. Everyone who holds shares in an S Corp must file a U.S. resident tax return. And, you can only have one class of shares, which can be confining, especially if your plans include taking your company public or looking for outside investors. If you breach any of these requirements the IRS will strip your company of its S Corp status, and automatically turn it into a C Corporation, which may have a negative tax consequence.

Another downside is asset treatment. Both C and S Corps are not great vehicles if your business will hold appreciating assets, such as land, buildings, stocks, bonds, etc. The tax on them upon sale or upon distribution will be much greater if held in a corporation than if held in a limited liability company or a limited partnership. This is further explained in the book How to Use Limited Liability Companies & Limited Partnerships, written by Garrett Sutton and available at www.successdna.com.

The steps to create a C or S corporation are the same. Articles of Incorporation are prepared and filed, Bylaws are prepared, directors are elected by the shareholders, officers are elected by the directors, and shares are issued to the shareholders. This may sound difficult but we will be there to guide you through it all.

The S Corp Declaration, the IRS Form 2553, should be filed within 75 days of the incorporation date, so don’t delay if this is how you see your company proceeding. If you don’t file within that 75 day period, the IRS can deny you S Corp status for a full year, meaning that your first year of operations will be conducted at C Corporation tax rates.

The shareholders, directors and officers of the company must remember to follow corporate formalities. They must treat the corporation as a separate and independent legal entity, which includes holding regularly scheduled meetings, conducting banking through a separate corporate bank account, filing a separate corporate tax return, signing all documents related to the business in their official capacity and filing corporate papers with the state on a timely basis. If these steps are not followed, a business creditor may be allowed to “pierce the corporate veil” and seek personal liability against the officers, directors and shareholders. Adhering to corporate formalities is not at all difficult or particularly time consuming. In fact, if you have our affiliate handle the corporate filings and preparation of annual minutes and direct your accountant to prepare the corporate tax return, you should spend no extra time at it with only a very slight increase in cost. The point is that if you spend the extra money to form a corporation in order to gain limited liability it makes sense to spend the extra, and minimal, time and money to insure that protection.

And remember, while there are some downsides to the S corporation there are some significant benefits as well. Work with your advisor to see if the S corporation is right for you.

Posted by Garrett Sutton | Currently No Comments »

Appreciating the S Corporation

May 6th, 2008

The Subchapter S Corporation (or S Corp) is structurally the same as a C corporation (i.e., it has officers, directors and shareholders), but with one key difference. An S Corp files an election with the IRS, called a Form 2553, that provides it with a flow-through tax structure as found in entities such as partnerships and limited liability companies. That means, the company’s income (and corresponding expenses, write-offs and deductions) will flow through to its shareholders, and be split among them according to each shareholder’s ownership percentage. The S Corp’s taxes will actually be paid by its shareholders, at their individual tax rates, and in proportion to their individual ownership percentages.

From a taxation standpoint, an S Corp is a great fit for a company that offers a service, because in many cases the revenues can be split and paid to the shareholders in two categories: salary and distribution (or profits) earnings. A flow-through tax structure means that the profits and corresponding losses, deductions and expenses are divided up among the shareholders, in proportion to their ownership percentages, and reported on each shareholder’s personal income tax return. Therefore, if your income from an S Corp is split into two streams, salary and profits, each stream will be taxed differently. Your salary stream will be subject to both income tax and payroll taxes which amount to a whopping 15.3% for Social Security and Medicare. However, the profit income stream will be subject only to income tax. So, by taking a reasonable salary from the S Corp and the rest in profits your taxes will be lower than if you were take your entire share of the earnings as salary. By allowing a percentage to flow through to you as profits you can save thousands of dollars a year in payroll taxes which, as we all know, we will never see the benefit from since Social Security is broken and bankrupt.An S Corp is also a great entity for businesses with low start-up costs that do not have to purchase a significant amount of assets to begin operations. For example, buying a working laundromat would be an excellent choice for an S Corp. You are purchasing a turnkey business - it’s already operating, and you aren’t going to be laying out significant cash to get it up and running. So, you will have a pretty good income stream immediately, and that income stream can best be disbursed to you and your partners, if any, through the S Corp structure. Two other great matches for an S Corp are network-marketing and Internet-only businesses. In each case, the business is likely to have no storefront, low operating costs, and probably doesn’t maintain a warehouse. Most network marketing and Internet-only businesses drop-ship from their suppliers directly to the end consumer when they are delivering products at all. Again, as these can be high-income, low cost operations, they work great in the S Corp structure.

Here’s another reason we suggest S Corps for many service-oriented businesses: To avoid being characterized as a Personal Service Corporation, or “PSC” by the IRS. PSCs are C corporations that are classified by the IRS as providing a service, such as consulting, to the general public. Now, as you may know, the United States government, in an effort to boost the economy and keep business working, assesses C corporations with a pretty low initial rate - 15% on earnings up to $50,000. That’s quite a bit lower than you would pay personally, if you were receiving that same $50,000 as salary. And that 15% rate is also lower than you would pay if your business was an S Corp. So, to head off the anticipated revenue drain, the IRS closed that loophole by designating C corporations that provide services to be PSCs. The additional tax rate for PSC earnings can be a flat 35% or the regular C Corporate rate plus 15% of the corporation’s undistributed personal holding company income. That may be higher than you would pay through your S Corp, if you took a reasonable salary and the rest as profit income. And, it’s enough, in many cases, to make the difference between choosing an S Corp and C Corp. Next week we’ll look at one significant downside to the S Corporation.

Posted by Garrett Sutton | Currently No Comments »