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Business Owner’s Startup Guide

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Business Owner’s Startup Guide

Author: Lynn Williams, Esq., Susan Parker, Esq.

Knowing the ins and outs of business formation and getting things right from the start can save time, money, headaches and liability down the road. In this step-by-step guide, we cover:

  • Choosing a business entity: LLC, S Corp., C Corp. or Partnership?
  • Selecting a business name.
  • Creating a business plan.

Whether you’re a traditional employee with a side business, a new “contractor” being hired by other companies, or an entrepreneur who is taking book will help you.

Lynn Williams is an attorney whose specialties include employment law, government contract and general business litigation, and animal rights. She is licensed to practice law in Maryland, Virginia and the District of Columbia.

Susan G. Parker is a tax attorney who specializes in estate planning, elder law, probate, and business planning. She is licensed to practice law in New York and Florida.


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Table of Contents

What This Book’s About 8

A Step-by-Step Guide 10

Do I Need a Lawyer? 12

Formulating a Business Plan 13

The Elements of a Business Plan 14

Why You Need a Plan: Planning, Prediction

and Financing 15

Short-term or Long-term Plan 15

Naming Your Business 17

Business Entities and Names Are Matters

of State Law 19

Operating Under an Assumed Name 21

Impact of Federal Law on Business Names 22

Switching a Business Name 23

Basics on Business Entities 25

Impact of State Law 26

Types of Business Entities 27

Sole Proprietorship 27

Partnership 27

Limited Liability Company 28

Corporations 29

Deciding on a Business Form 30

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Personal Liability and Limited Liability 32

Hiring Employees or Contractors/Freelancers 34

The Business Tax ID Number 35

The Sole Proprietorship 36

Pros and Cons of a Sole Proprietorship 38

Sole Proprietors Should Have Liability Insurance 38

The General Partnership 40

The Partnership Agreement 42

Sweat Equity 44

Partners’ Authority 45

Liability of Partners 45

Departure and Admittance of Partners and

Partner Death or Disability 46

Dispute Resolution 47

The Limited Partnership 48

How Does a Limited Partnership Differ from

a General Partnership? 49

Other Partnership Hybrids 50

The C Corporation 51

How Is a Corporation Created? 53

Legal Formalities 54

What Should the Bylaws Contain? 55

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Corporation Taxation 55

Liability and Payment of Corporate Officers

and Managers 56

The S Corporation 59

Qualification as an S Corporation 60

S Corporations and C Corporations 61

S Corporation Downsides 61

The Limited Liability Company 63

Who Runs the LLC? 64

Drafting the Operating Agreement 65

What Are the Key Differences Between

an S Corporation and an LLC? 66

Tax Treatment of an S Corporation and an LLC 67

Different Formalities 68

Raising Capital and Transferring Ownership 69

Disadvantages of an LLC for Raising Capital 70

Special-purpose Entities 71

The Nonprofit 72

Tax Exemption 73

Raising Capital for Your Business 76

Financing with Debt 78

Equity Financing 80

Crowdsourced Funding 81

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Special Issues 83

Is Your Enterprise Locally Regulated? 84

Will You Be Operating Out of State? 85

Minority- and Women-Owned

Business Certification 88

Do You Qualify? 89

Does the Process Outweigh the Benefits? 90

Concluding Thoughts 91

Online Resources 93

Glossary 94

About the Authors 96

About Real Life LegalTM 97

Available Titles 97

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