Browsing the archives for the corporate veil tag.

Being Busy Is No Excuse For Poor Corporate Records

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I was really busy this week, so I’ll keep this short…

 

 

When you start a corporation, you are bringing a new entity to life that is separate and distinct from it’s owners.  This is true even if there is only a single owner.

 

When your customers buy from your corporation, they are not buying from you personally.  This is one of the big advantages of a corporation because if something goes wrong within the company and someone is harmed, the assets of the corporation are used to pay off the claim—NOT THE assets of the owners. This is critical.  No one would buy ownership of a corporation (stock) if doing so put everything they own at risk.

 

Because it is NOT you, there are certain things that you need to do in order to ensure that the corporation is properly documented and that your records are sufficient to provide this legal liability protection.

 

Simply put, if you are not doing these simple things then you don’t have liability protection in the event of a lawsuit.

 

And just because you are REALLY BUSY trying to build your business, that is no excuse.

 

I have put together a clear, concise step-by-step system that walks the small business owner through all the steps that are needed to get your records shipshape.  To get your copy, click on Cover Your Assets right now.  When you order, you will experience the pleasure of knowing that your family’s personal assets will be protected.

 

If you act before Sunday May 17 at midnight, I will knock $100 off the selling pricefor readers of this blog. Just use the Coupon Code PROTECT when you check out.  I have ten copies all shrink-wrapped and ready to go, and I’ll include a special bonus with these first ten orders…

 

Rob

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S Corp Limitations

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PLEASE CLICK HERE TO FAVORITE THIS BLOG ON TECHNORATI:Add to Technorati Favorites

There are a few limitations on S corps:

·       Can’t have more than 100 shareholders;

·       Can’t have foreign owners

·       Can’t be owned by other corporations or LLCs

·       S corp profits need to be distributed according to the percentage of ownership

An S corp requires a bit more corporate formality to “follow the corporate rules”.  It is not too big of a deal, once you understand the rules and have an easy to use system in place.My

Corporate Veil Pro package is a Clear, Concise, Step-by-Step program to assist small business owners to know what to do and when to do it with regards to their corporate record keeping requirements.  It Corporate Veil Pro package is a Clear, Concise, Step-by-Step program to assist small business owners to know what to do and when to do it with regards to their corporate record keeping requirements.  It

demystifies the process and shows how easy it can be to operate an S corp within the rules.  A one-time investment of $297 plus an hour or two a year of simple fill-in-the-blank tasks, and you can save a lot of taxes and do it totally legally.  For me, it was a no-brainer to decide on an S Corporation for my primary business.

Disclaimer: This is not intended as legal advice, just my understanding.  You need to research it yourself and get professional help before proceeding.  Life Tip: Don’t believe anything you read on a blog on the Internet unless you have checked it yourself.

Rob

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“But no one told me I had to…

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“But no one told me I had to file all these papers and keep up my corporate records or face dire consequences.”

The above is a statement I hear quite often from business owners.

Many don’t know that without the proper corporate records… 

…your corporation could be dissolved and discarded…

…your “corporate veil” can be pierced like a flimsy piece of tissue…

…you and your family are fully exposed to frivolous lawsuits, with your house and savings at risk…

…you risk bankruptcy and the poor house because someone is chomping at the bit to take everything you’ve got.

Like most new business owners, you probably started off with great intentions to do all of those official things– but then the daily activities kicked in and you got busy with the many tasks of running your business, like satisfying customers and providing products and services, and handling all the financial aspects of the business. 

Meanwhile, your Corporate Minutes book (if you ever got one) sat on the shelf or in the closet gathering dust waiting for you to “get to it” once things settled down a bit. 


And then the first year went by, and no one called and asked you if you had done everything you are supposed to do with your records, and then you were busy in the second year, and still no one called to check up on you and…


The fact is that NO
ONE is ever going to come and check up on you to see that you are keeping your corporate records in order UNLESS THEY ARE THERE TO TRY AND DESTROY YOU.  Unlike all your required tax filings, these are internal records of your company, and they are only going to come to light when some shark lawyer comes nosing around when he is in the process of suing you, probably over something frivolous that you didn’t even do. 


Just because you didn’t know, doesn’t mean you’re protected. You can’t call “time out” in the real world. There’s no huddle to get your act together either. If you’re not prepared for disaster when it comes, you’ll be wading in waist-deep, alligator infested water.In essence, it’s too late.

 
The fact you decided to incorporate in the first place reveals you’re an intelligent person who understands the value of asset protection. But, things happened.


W
ell, before nasty “things happen” to you– a simple action is required. It’s boiled down in painless steps you can take once a night for a week. It’s just that simple. Here’s where to get more information to take the necessary steps to ensure you’re safe:

Get Peace of Mind with Corporate Veil Pro… It’s Sleep Insurance


Sincerely,

Rob Northrup
President, Basecamp Publishing Inc.

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A Tale of Woe: How to Lose it All

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A few years ago, on a flight back to Atlanta, I met a well-dressed man from the Northeast. He introduced himself as George, and he seemed stressed.  Very stressed.

After a bit of polite back and forth, he started to tell his story. See, George didn’t just look successful. Not just an empty suit. In fact, he had built his own business from the ground up, with his own two hands. When he found out I owned my own company, this is what he said…

“Rob, tell me you’ve been keeping your corporate records.”

Me: “Well, mostly.”

“Rob, right now, I’m on my way to my second home to close it out. See, I didn’t keep my records well enough, just too much day to day business stuff, too busy growing my company, never thought it was important, it was too easy to put off.”

George’s voice drops to half the volume, “Then the subpoena came…I was being sued by a disgruntled ex-employee over nothing and they got a court order demanding all my corporate records.”

George continued,  “I didn’t know what to do. I tried to pull my records together, but I hadn’t touched them since I started the business.  And it was too late to update everything. In fact, trying to make any changes at that point would just make me look guilty.”

The pain in George’s voice was hitting me hard… 

“I’ve already spent $20,000 in legal fees since they’ve started piercing my corporate veil. And it looks like I’ll be losing much more than that, probably $100,000 or more. And that’s if I win. A part of my life, of my family’s life, has been taken away.  I’m on my way now to sell our property in Myrtle Beach to pay for all this and I haven’t had the heart to to tell my wife we have to sell it.  There are so many memories there and we all love that place.”

I was stunned.  I had no idea this was possible.  Talk about a huge wakeup call.  You can guess what I did as soon as I got back home.

There was no way I was going to expose myself and my family after seeing what George was going through. And, especially since I wasn’t being sued, I still had time to act and get things right.  The fix was necessary and didn’t take much time. What’s a few hours to save everything?

It’s this experience that triggered the thought to develop the Corporate Veil Pro system.

George made me aware of a major problem… especially when I learned lawyers seeking damage claims are able to pierce the corporate veil very often and get right to the personal assets of the owners. 
The reason? 
Lack of proper documentation and a few other big No-Nos I will explain…The odds are stacked against us corporation owners.  More than 90% are not compliant.  You don’t have to fall victim through ignorance. 
There’s no excuse at this point… you have been warned!

 

If your records aren’t up to date, if you don’t have minutes from your annual meetings—even if you’re a one man operation—you’re exposed. There’s zero reason for you to open yourself up to predatory lawsuits.

Get serious and take action now:

Order Corporate Veil Pro Today… It’s Sleep Insurance

Sincerely,

Rob Northrup
President, Basecamp Publishing Inc.

16 Comments

90% of all Corporations are Easy Pickings…

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9 out of 10 corporations are easy pickings for shark attorneys and their money-sucking clients!

Yeah, I know, that’s a bold statement. But I’m not asking you to believe anything just yet, until you see the evidence for yourself. All I ask is that you refrain from disbelieving while I show you my proof. It only takes a minute to convey, but it speaks to one of the most misunderstood myths of corporate protection.

In my hundreds of talks with business owners, I’ve discovered their records are not good enough to protect them. Which group are you in?

Group 1: About 50% have no idea they’re completely exposed to shady lawsuits and don’t have any idea what I’m talking about (and if you incorporated yourself and don’t have an attorney, how would you know?);

Group 2: about 30-35% know there are records to be kept, and boards, and meetings, and some more stuff, but they aren’t doing it, and they aren’t at all clear what they should be doing, or the risk they are taking;

Group 3: about 10% think they are doing most of what they need to be doing, but they aren’t confident that they are doing everything needed, or they are relying on someone else and that worries them;

Group 4: the remaining 5-10% think they have their corporate records under control. If you are one of these people, congratulations! You may be excused now! I now count myself in this group, and I sleep a lot better at night than I used to when I was in one of the other groups.

This information is shocking. At least 80% of all business owners are definitely NOT getting the protection they are expecting from their corporate veil, and most likely the number is more like 90-95%.

 

Why would you expose yourself, your family and your future to sharks? Get out of the water! Why are you swimming when you see the fins fully exposed?

You know you need to act, you know you need to clean up your records to make you and your family safe, then please make a simple move by seizing the moment right now and investing in your own asset protection. It’s like insurance for your insurance.

ACT NOW–> Clear, Concise “7 Steps To Corporate Records”

Rob

Is Your Corporation Protecting Your Assets?
Personal Asset Protection For Small Business Owners…

 

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it’s too late to protect your personal assets if…

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… the shark lawyers and their sue-happy clients are circling around your business, salivating, and the Court Order has demanded that you prove that your corporation has been kept up to date—all paper work, all forms, all files—and they’re chomping at the bit to get you in Court…

So they can get your corporation thrown out on a technicality and start taking away your home, your savings, your family’s lifestyle… 

I’m not a lawyer and I don’t play one on TV, but the lawyers I’ve talked to say by the time you’re being served with a subpoena, it’s too late.  You can’t clean things up now– it’s too late—you’ve been negligent and now they’re going to eat you for lunch.

If you’re in this position go get a lawyer right now. Yup, it’s going to cost you an arm and a leg but it’s your only hope.   I can help you figure things out before you get sued, but once that happens you are at the mercy of the Court, and ignorance of the law is no excuse… your only hope is that the jury won’t hate all business owners…

Sure, life took over once you incorporated, got your business going, and you became swamped with a laundry list of tasks you had to accomplish every day—typical life of an American business owner. But your schedule doesn’t mean a thing in a court.

The fact is you have major responsibilities as the owner of a corporation. And, if you don’t take care of business in your legal entity—you know, the forms you filled out you thought protected you, your assets and even the home you live in—the security you thought you had will be flushed down the toilet.

You’re one “incident” away from getting hauled into court and being ripped to shreds by a money-hungry lawyer and their sue-happy client.

Yup… you better fix the problem. You intended to keep everything up to date, but you just got busy with business and life. If there something you can do? You can read the steps you need to take here:

Please order Corporate Veil Pro today while it is fresh in your mind.  How could you ever tell your family that you lost everything because you couldn’t spare a few hours to take care of these records?

 

Sincerely,

Rob Northrup

President, Basecamp Publishing Inc.

 

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Step 7: Starting Your Corporation

Business Startup, Cover Your Assets
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Now that you have been through the previous six steps, assuming that everything still looks good and you have your resources ready to go, and you have a Name, and you know what you are going to sell first, and you know what structure makes sense for you, you are ready to jump into the pool.  These instructions are for an S Corporation, the LLC is slightly different.  Get ready, here we go…

 

“Inc.” in 10 minutes!

 

You can use one of the online services like LegalZoom, but it isn’t that hard to do it yourself.

 

My last incorporation earlier this year took ten minutes on-line with the GA Secratary of State and I charged the $100 registration fee to my credit card.  I had to fill in a form to tell them the name of my corporation, who was incorporating it (me), the legal address, how many shares of stock were authorized, and my official Registered Agent (me again). 

 

After hitting SUBMIT, I got the ARTICLES OF INCORPORATION back approved with a receipt in just a few minutes…  Different states might be different.  If you are doing this yourself, you should order a Corporate Record Kit (I like www.fastkit.com) and you should order CorporateVeil Pro Step-By-Step Corporate Records system  These things together will give you the necessary information to keep your corporation legal and proper from the start.  Just take my word on it, and do it.

 

You are now the proud owner of a brand spankin’ new corporation! One with an unlimited future that you will create and control…Now on to a few housekeeping matters, you need to get a Federal Employee Identification Number (EIN, it’s like a Social Security number for your business) using the SS-4 form.  You can call and get the EIN over the phone to eliminate a wait for the paperwork to be mailed back. 

 

The Gavel Drops… Initial Meetings of Shareholders and Directors

 

Once incorporated, you need to hold your first shareholders meeting and authorize the Bylaws and elected director(s), and hold your first directors meeting, and appoint officers. You also need to open a bank account and deposit the initial equity into it. 

 

VERY IMPORTANT:  Most small businesses should become an S corp, and this is very easy.  You have a short amount of time to fill out the IRS 2553 form electing this S Corporation status.  This form must be unanimously agreed to by all the owners, and this is how you will avoid double taxation on your profits. 

 

Sounds like a lot, but it isn’t really.   Total time expended less than two hours- start to finish.

 

You can use your receipt from the Secretary of State declaring you to be an actual, honest to goodness corporation to open your corporate checking account, and to secure a Post Office box in the company’s name. You are now open for business.  Just don’t forget to spend a half hour a quarter on those corporate records.

 

Finally, Should you Inc. without consulting an attorney?

 

I am not going to answer that.  It’s up to each person to decide for themselves.  I do think everyone should have an attorney they can talk to.  You don’t have to have a lawyer fill out the forms for you if you are comfortable doing it yourself.  If you are entering a high-liability business area, you will be inclined to seek more legal advice and there might be better ways to set up stronger asset protection than just a corporation. 

 

There are a lot of books on this subject, I will put together a short list in a future post.  And I be discussing how to select and  use an attorney effectively in the very near future. (Hint: preparation!) 

 

That’s it for this seven part series on Corporation Startups, let me know if there are questions…

 

Rob Northrup

President, Basecamp Publishing Inc.

Is Your Corporation Protecting You?

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Step 5: Do you Need a Limited Liability Business?

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What is at Stake?

Everything you own personally (now and in the future) could be at stake in this decision…

“Limited Liability” business means that the business is a separate thing from you personally and if setup and managed properly it gives the owners of the business a level of protection from things that happen within the business.  Put simply, it makes the business liable for things that happen as a result of business dealings and situations, rather than the owners personally. 

Before we get too deep into discussing what form of business you should start, let’s talk a little about whether or not you need to have a limited liability business at all… 

The Sole Proprietorship is the Default Business

When you start an informal business and don’t incorporate or start an LLC, you are automatically a Sole Proprietorship without filling out anything else.

The IRS expects you to report all the income you generate in this business on your own personal tax returns.  You are also able to deduct many of your business expenses on your tax form, but the taxes for the business and you personally are all on your personal tax return.

The Sole Proprietorship Offers No Protection

There is no distinction between you and your business legally or financially. The business is officially your name although you can “do business as” a different name.  Even with a Sole Proprietorship, you should maintain a separate bank account and records of income and expenses for this business, but this is for ease of recordkeeping and tax preparation.  If someone sued your business, then all of your business and personal assets would be fair game to payoff any judgment against you. 

The sole proprietorship is acceptable for one-person micro-businesses with extremely low revenue,  no expectation of growth, and low liability risks.  If you are buying and selling $5,000 a year in beanie babies on eBay then you are probably ok to stay a sole proprietorship until you dream to expand and get larger.

The Six Triggers

There are at least six “Triggers” that I think make it almost mandatory that you start a limited liability business (it isn’t that hard or expensive):

·       Having a partner in the business OR

·       Having employees in the business OR

·       Startup losses likely to be incurred OR

·       Future Revenue Projections more than about $20,000 per year (not a hard number) OR

·       Business requires outside investment to fund operations OR

·       Business has risk of harming someone physically, financially, etc.

If even ONE of these Triggers describes your business, then you likely NEED a limited liability business. 

There is one other HUGE BENEFIT to having this more formal business structure.  It provides a structure to realize your financial dreams.  Once you have a business, your mind starts to look for business opportunities, and they are everywhere.  If you are looking to escape your Hamster Wheel job, then starting a business of your own could provide your escape route and there is something about the formality of a Corporation or LLC that is psychologically more valuable….

To be continued…

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What Do I Mean By Asset Defenses?

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As people go through life, they accumulate assets, which are anything of value.  Other people want to take these assets away, either through a lawsuit or other judgement or something as simple as taxation…

Asset Protection is the legal maneuvering that is done to attempt to erect barriers around your assets so that they are tough to get to.  The higher the barriers and the more of them you have in place, the more secure that your assets are.  I made up the term “Asset Defenses” as a phrase to describe all of the various defensive structures that you could use to protect what is yours.

One good Asset Defense is a Corporation, which allows you to engage in a business enterprise and earn money and build equity (stored value in the company).  The Corporate structure is designed to put up a wall around the corporation so that things that happen within the business can not easily escape over into your other businesses or your personal life. 

Corporations are fantastic tools to contain risk and liability within the confines of the business. But they must be run strictly as a business, a separate entity from you personally, and this means you need to follow some rules… or your Corporate liability protection could be torn to shreds and your personal assets put at risk…

My new product CorporateVeil Pro , is available, and it is a clear, concise step-by-step system, written  for the busy business owner.  It is designed to get your corporate records ship-shape in 7 quick streps…

Rob Northrup

Is Your Corporation Protecting Your Assets?

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The 7 Steps to Starting a Business (Step One: The Name)

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This week, we are going to do a series of posts exploring the decision to start a business.  Although you can get incorporated online in a matter of minutes in most cases, this is a major decision and can have huge financial impact so you want to make the best choices. 

Most things are not set in stone and can be changed, so don’t let the fear that you will make a mistake stop you from taking action…

Step One: Picking Your Business Name

Although the name is NOT the most important thing, it is an early step. The reason for this is that you need to pick a name that you will not outgrow as you build the business.  The process of picking a name causes you to consider the logical growth of the company so it is a good place to start.

Please DO NOT get bogged down at this point in such mundane tasks as designing logos and business cards, etc.  There will be time enough later for this (maybe) and too many people starting businesses get bogged down in this relatively low value activity because it stokes their ego…

To pick a name…

1.      Define your initial product or service in a reasonable amount of detail.

2.     Make a list of the areas that you think will differentiate your product from the competing products.  The “Benefits” of doing business with you…

3.     Try to look into the future five to ten years.  Have an idea of the overall scope of the business you are intending to build. If you know your first product or service, think about what the logical next product, and the one after that, and the one after that…  You should try to come up with a business name that encompasses the complete product line that you plan to provide in the longer term…

4.     Brainstorm name ideas, combining your products and services with the benefits that you are going to provide.

5.     When you have some proposed company names, then check google to see if there are any other businesses that already come up when you search on the name.

6.     Check on your state’s Secretary of State website to see if the name is available. 

7.     Check on godaddy.com or another domain name registration service to see if the website is available. 

8.     If you can find that there are no other major conflicts and the name is available and the website is available, then you are ready to move on to the next step which is to determine an initial budget and revenue projections.

To be continued with Step 2: Forecasting Your Business Revenue and Expenses

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Who is CorporateVeil Pro system designed for? (and not)…

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Without proper corporate records, your corporation is like a ticking time bomb…

 

I am a full-time business person with a “regular” sales business to run, and I did my own incorporation about ten years ago.  No one handed me any clear, concise ”rules” about how to maintain the proper records for my corporation so that I could maintain the asset protection that corporations provide to their owners.  So, I looked everywhere…

 

Since I couldn’t locate this info in an easy to use format, I developed this system myself, to help people like business owners who are looking for a fast, easy and step-by-step approach to getting their corporate records correct. 

 

Here is my target customer I want to assist:

 

         Owners of “small” businesses with less than five owners;

          Owners of regular corporations—both C and S corporations 

(LLC version- available in 2009);

          Corporations where the owner(s) are active in the day-to-day operations of the business;

          Owners who want to understand these corporate records requirements and get their corporations working to protect their personal assets;

          Owners who don’t have a large staff;

          Owners who are very busy.

 

The system was specifically NOT designed for:

          Companies with lots of silent “owners” (not involved in the business);

          Public companies;

          Owners who are engaged in fraudulent or border-line criminal activity. 

            (no amount of record-keeping can protect you if you are engaging in these behaviors).

CorporateVeil Pro is a clear, concise, step-by-step system designed to walk a busy small corporation owner through the basic steps to get the corporate records in order…

by Rob Northrup
www.AssetDefenses.com

11 Comments

About my Disclaimer…(a letter to Uncle Frank)

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Hi All,

 

There is a disclaimer posted on my site.  I have a slightly different one in my CorporateVeil Pro product, but it too is written in English. 

 

You see, giving people legal advice when you are not a lawyer is not a good idea.  Even if you are a lawyer it can be a bad idea.  You can interpret what you believe to be true, and provide that information, but in the end people need to verify that the information is valid for their circumstances.

 

Some of the information I dispense may even be based on incomplete or incorrect facts, but that would be entirely inadvertent.  (You should never knowingly print lies, that is a form of fraud and it removes a lot of your protection.) 

 

In keeping with my thinking that things should be kept clear and concise, I’ve reprinted my website disclaimer below, it’s also in the column to your right, under my serious picture.

 

This disclaimer  is intended to protect me somewhat against someone taking some piece of information he or she read, implementing it, then not liking the results…

 

As an example, lets say I tell people that they need their own business, and they quit their job, start a business, and they go bankrupt in a year,  and then their mother-in-laws says “You Idiot, why would you start a business?” and the idiot says, “Some blogger guy said I should”, and that mother in law says “lets get Uncle Frank down at the Hair Care, Tire Repair and Legal Defense Center and we’ll sue that sucker”… (you get the picture)

 

So Uncle Frank, please calm your sister down and tell her to leave me alone, because…

 

An important legal disclaimer…

I am not a lawyer.

I am not licensed to practice law in any state, mine, yours, or any other.

I don’t even play one on TV.

So, I am NOT dispensing legal advice with this system.

Businesses are often different.

 Different states could have different laws which apply to your situation. 

You need to have a lawyer review your situation.  

I want to be clear on this point.

I do not replace the role of a lawyer as a vital part of your Professional Team.

I just help you use your lawyer more cost-effectively.  

 

 

 

A few questions to ponder…

Do you need a short disclaimer on your site? 

 

Could someone act on your information and decide to sue you? 

Do you need professional liability insurance in your business?

We’ll be discussing this in the future…

26 Comments

The Amazing Powers of the Corporate Veil…

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Hi,

The “corporate veil” is an important, and often misunderstood, concept for many small business owners…

Corporations are started for a number of reasons…

One important one is to create a veil of protection for the assets of the owners of the business.  Let’s say John and Rob have worked and saved for fifteen years in ”regular jobs” and decide to start their own corporation.  Assume they are mildly successful and they both have houses, some savings, and families that depend on them… They are comfortable and they do a great job in their business, and it is growing by leaps and bounds.  They also work very hard and they love what they do.  There isn’t enough time in the day to get it all done…
One day, something happens… something unexpected…

One of their products explodes, someone trips in their building and is disabled, an employee sues them over something ridiculous and claims millions in emotional damages.  In today’s lawsuit-happy culture, it could be anything.

Disaster…

(but maybe not the end of the world…)

As long as everything is nice and proper with this corporation, the worst that will happen is that the judge will take away the assets of the corporation and give them to the person who filed the suit.  This sounds pretty terrible but it much better than what happens in the case where the corporate records are not in good shape…

With good records and procedures, their personal assets are safe behind the corporate veil…

The corporate veil is not automatic…you need to follow the “corporate rules”…
With no records or poor records, their personal assets like their house, their savings, their stuff are easy pickings for the vultures…

 

They call this “piercing the Corporate Veil” and what it means is the judge takes everything your corporation has, then he tosses your corporation in the rubbish heap and connfiscates everything the owners have as well… property, savings, asset accounts, automobiles, your stuff…

These sue-happy attorneys know that small corporations usually do not maintain large amounts of cash and valuables inside the corporation.  They know that the real money is in the bank accounts of the owners and the only way to get to the loot is to try to “pierce the corporate veil” in court.  So almost without fail, they demand these records and they go over them with a fine-toothed comb…

Looking for any “proof” that you weren’t dotting your i’s and crossing your t’s like a “real corporation” is supposed to.

I am  the owner of two corporations, and I met one of these unfortunate businessmen who was having his corporate veil pierced, and when he told me his wretched story on a plane to Atlanta from New York, I took notes and made an Action Plan. 

In response, I wrote a clear, concise, step-by-step guide for small business owners to help them understand these requirements and also to bring them up-to-date with the minimum amount of time and effort, because one thing never changes—business owners never have enough time.  Don’t let that be your excuse for losing your corporate veil of protection.  You can find more information on this system at my CorporateVeil Pro website…

PS: The above assumes you are operating an honest business, if you are ripping people off or committing fraud, then you deserve to have your personal stuff confiscated. The vast, and I mean vast in the largest sense of the word, percentage of small businessmen and women I meet are honest, hard-working, and want to do the right thing…  I hope you are one of the “good guys”…



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The Three Hats of a Corporation…

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Within a corporation, there are three different “hats” or roles that exist at all times…

(I first heard this “hat” metaphor from MN attorney Bob Kaufer, I believe, and it is very useful way to think):

1.      OWNER/SHAREHOLDER: The people who own the business are called “shareholders” or “owners”.  (They are sometimes referred to as Stockholders).  These owners elect…

2.     “DIRECTORS”:  The directors control the strategic direction of the corporation, they take the 40,000 foot view.  The directors hire the…

3.     “OFFICERS” who are the executives who run the day-to-day business.  We know the officers by their more common names– President/CEO, Vice President, Secretary and Treasurer.  The officers hire the employees, independent contractors and are responsible for short-term tactical decisions.

In a small corporation, there might be only one owner that owns 100% of the business.  In this case, the sole shareholder is often also the sole Director, and appoints him or herself to fill the roles of all the Officers.  So, there is one person filling all three of these roles–shareholder, director and officer. 

There are important differences in the way that each of these different roles needs to make and document decisions.  Since it seems silly to have a meeting with yourself, and fill out paperwork documenting a decision reached and voted on by a single person, this is often neglected.  This is potentially a multi-million dollar mistake— that’s $1,000,000’s. 

My product to help the business owner get their records in order (more info at CorporateVeilPro website ) is called Corporate Veil Pro and it offers a clear, concise, step-by-step plan to get corporate records shipshape in a short period of time…

We’ll talk more about the value of following the rules in future posts… 

Thanks for reading,

Rob Northrup

Is Your Corporation Protecting Your Assets?

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Why S Corporations are So Popular…

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Businesses generate a certain amount of income (if you are doing it right!) from providing goods or services to their customers.   This is the amount of income flowing into your business… 

They also have business expenses that are incurred while engaged in providing these goods or services.  Legitimate expenses are deductible on the business tax return, which means that they can be subtracted from the business income before any tax calculation is made.   

Business Profits= Income Minus Expenses…

Put simply, the tax return totals all the income and subtracts all the expenses and you end up with a net profit.

For a “regular” corporation, the corporate tax rate rises quickly to over 30% on the corporate profits, and then the owners/shareholders still have to pay personal income taxes on the money when they receive it from the company.   This is known as “double taxation”.  

One reason that S corporations are so popular is because they do not have to pay any corporate tax on the profits that they generate.  For tax purposes, any profits “pass-through” to the owners of the company. 

With an S corp, all of the profits from the business are calculated and then these profits are apportioned to the various shareholders as a percentage of their ownership (on what is called a K-1 form).  These owners report this income as a line on their regular 1040 personal tax forms and then they pay the income tax on the personal income.  They only pay the tax on the profits one time, so this is why they say that double taxation is avoided. 

A quick example…

If there are two owners- Joe with 60%, and Kevin with 40% and after totalling everything the S corp has net profits of $300,000, then Joe will get a K-1 that declares $180,000 and Kevin will get one that says $120,000.  Joe and Kevin will have to pay income tax on these amounts on their regular personal returns.

All of the detail about the corporate numbers (income and expenses) is contained on the corporate tax form.  Only the single number ($180,000 or $120,000 in my example) is shown on the personal tax form.

Disclaimer: I am an S corp owner, not a lawyer.  Repeat. I am not a lawyer. I am not giving legal advice here and I urge all business owners to have an attorney who advises them on legal matters.  I also recommend that you learn the basics and the terminology before you go to the lawyer.  At $350+ an hour, they make very expensive teachers.  And most of them don’t want to deal with the basic cookbook stuff anyway, they want to deal with more interesting things…  I will talk about lawyers and how to choose and work with them most effectively on a future post, stay tuned…

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Why did you start your corporation?

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This is for all those business owners out there who have US corporations.

Do you remember back when you first started your business and decided to become a corporation?  You may have hired a lawyer, you may have done it yourself, and you probably agonized over the name, and what form of business to use…

There were probably four major reasons why you decided to incorporate (in no particular order)::

1. You wanted to be viewed as a serious and professional business, and felt that “Inc.” or “Corporation” after your name would add to your credibility and increase sales and profits.

2. It was a good way to formalize a business relationship between you and other owners.

3. There were possible tax advantages to incorporation;

4. It provided liability protection- a mechanism to protect your personal family assets from business-related lawsuits and actions.

All four of these are excellent reasons to incorporate.  But…

Are you aware that in order to get the personal liability protection of #4 that there are VERY SPECIFIC THINGS that you need to be doing in order to maintain this “corporate veil” of protection?

We’ll be discussing this topic in greater detail in future blog posts…

Carpe Diem,

Rob Northrup

Protect Your Assets From the Envious Hordes…

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Ask your questions here…

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Please reply in a comment with any questions that you would like me to address on this blog…

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