Capitalizing a new business entity is a critical step of the formation process. Failing to take the step can lead to serious legal problems if the entity is ever sued. So, what is capitalization and what steps must be taken?
Capitalizing Your Corporation
“Capitalization” essentially refers to funding your corporation. In essence, you are providing substance to the entity in the form of money or property. Typically, the funding process works in two ways.
Corporate Stock
You must own stock in a corporation to be considered a shareholder. You are already familiar with this concept if you trade on the stock market. For instance, assume you bought stock in Sirius Radio in anticipation of Howard Stern moving to the station. You purchased stock through a brokerage or retirement vehicle by exchanging money for shares. Technically, you are a shareholder in the corporation. Your own corporation is no different.
The fact that you paid money to have a corporation formed does not make you a shareholder. You must exchange property, cash or services to obtain stock from the entity. Only then are you a shareholder in the entity. This is more easily explained with an example.
Assume I start a corporation for the purpose of providing consulting services to other businesses. The corporation is formed with 10,000 shares and I am going to be the sole shareholder. I have cash and certain assets that I am going to use as part of the business. I decide to exchange $3,000, a copier, fax machine and computer equipment for stock in the entity. This exchange should be reduced to writing, but will constitute the capitalization of the corporation.
Corporate Loan
You can also loan money to a corporate entity for start-up costs. There is no prohibition against a shareholder providing money to a corporation. The loan process should not completely replace the purchase of stock. From a tax perspective, however, dividing your initial capitalization into a partial loan can have distinct advantages.
Inadequate Capitalization
State laws govern the formation of a corporation. Inevitably, these laws set forth amounts or formulas for determining the minimum capitalization amount required for a corporation. You must review the laws in your state to determine the amount and make sure you meet the contribution minimums.
Failure to properly capitalize your corporation can result in disaster if the entity is ever sued. Simply put, the suing party may argue that the lack of capitalization means the corporation was never a viable entity because it had insufficient funds to back debt obligations. The argument gets complicated, but suffice to say you are in serious trouble if a court agrees with the argument. Typically, the court will “set aside” the corporate entity, exposing each shareholder, director and officer to the risk of personal liability. Obviously, such a scenario would be a disaster.
In Closing
If you’ve purchased a corporation from online service, you have work to do. Make sure you determine the minimum capitalization requirements in your state and comply with them.
Wednesday, October 21, 2009
Thursday, October 8, 2009
Who Needs a Business Advisor?
The simple answer to the seemingly complex question of “Who needs a business advisor?” is … everyone responsible for operating a business. That’s right. The Fortune 50 CEO to the one-person show needs an advisor.
The CEO of a public company has mentors as well as a board of directors to turn to. They often don’t have a choice of who their advisors are but small business owners do. Unfortunately, with this choice of advisors comes another choice that is often made instead. That choice is to not get any help at all.
Not getting any help at all is very often the cause of the business failure statistics we hear so much about. The small business owner will often claim that they don’t have the time or money for an advisor. Think about that comment. How can you not have the money to get help from someone that can potentially save or make you more money since you obviously are not getting it done on your own? Or how about that time you are lacking? Maybe if that owner sat down for an hour with an advisor, they would be able to see why they don’t have time and do something about it with the help of someone who has already been in those shoes.
A coach or advisor gives to small business owners something most of them don’t have; a sounding board and a board of directors to turn to for advice. These are two great resources to use when trying to avoid “trial and error” decisions and processes.
I’m not knocking trial and error as the way to learn things. I’ve personally used that method and faired well in many cases. But that is a case-by-case basis, not for on-going daily concerns. Don’t forget that this method is also very costly and time consuming. Why not ask someone who has probably already faced the problem?
What many business owners do not realize is that they rarely go through any trials and tribulations that someone else has never dealt with. Not to mention that about 70-75% of their business is the same as every other business including HR, finances, sales, marketing and funding. The other 25-30% is industry specific.
Small to mid sized business owners take away much more from an advisor than big businesses. This, if for no other reason, is the case because the smaller companies have owners that wear a lot of hats. Many of those hats take time away from the things the owner actually needs to make a priority to see their company succeed. Things they should be doing that they don’t have time to get to or things they are taking care of that they have no experience in doing. These situations take away from them doing what they do best. That’s a problem.
The question now is how to find an advisor. There are many types of business advisors out there. Some are purely “coaches” and others are true developers and implementers that will roll up their sleeves with you when asked to. It’s up to you to pick the type of person you want or need. Here are a few things to think about:
- Do they click with your personality? There are many good advisors out there but if they don’t click with you as a “business friend”, don’t bother with them because you will end up fighting them even when you agree on the advice.
- Have they owned a small business before? Gray hair does not equal business ownership knowledge. I promise you that the ex-CEO or Senior manager from a huge company knows very little about successfully operating a small business. These are two significantly different worlds.
- Don’t worry if a potential advisor doesn’t know your specific industry. Remember that a lot of your troubles have nothing to do with your industry. It would help though if the advisor had contacts/resources for you in your industry for when specific problems are addressed.
- Look for flexibility. A potential advisor that pushes for more than 20 hours a month of your time from day one is probably out for money. Until they start working with you, there is no way of knowing that they need that much time per month to meet your goals and timelines. A good advisor will understand that you have made a commitment to get back on track just by the fact that you are talking to them. They shouldn’t need to try and get a ridiculous time/money commitment from you if they want to help.
- Make it a local thing. This suggestion is a two-part issue. First, the advisor should agree that when face time is needed that they come to you. Second, there is absolutely no reason why a small business with locations in one state needs a business advisor that must fly in or travel more than 2 hours to see them. These companies somehow find suckers to take their so-so advice and huge reports full of fluff and also pay for travel costs. There are plenty of advisors local to every company in this country. Yes, even in Hawaii.
Once you made the very intelligent decision of getting help in making your business a success, keep a few things in mind. You should really commit to working with your advisor for a good 6 months. Nothing gets fixed overnight. Also, since you are paying for it, please do yourself a favor and be open to suggestions, bring important things to your advisor for help in making a decision and make the use of your time with the advisor a priority. Don’t forget that an advisor or coach should never make a decision for you. It’s your company, they are there to make suggestions and guide you.
Working with an advisor can be a very enlightening experience. You will start to see the forest from the trees and not feel like you are the only person on the planet going through tough times as a business owner.
All business owners eventually need help. The successful ones put aside their pride and desire to be at the center of all aspects of the company and get the help. Do yourself and your company a favor and be one of the truly successful business owners. Get an advisor and get all you can out of them. If your advisor loves what he/she does for a living as such as you love what you do, you can’t go wrong.
The CEO of a public company has mentors as well as a board of directors to turn to. They often don’t have a choice of who their advisors are but small business owners do. Unfortunately, with this choice of advisors comes another choice that is often made instead. That choice is to not get any help at all.
Not getting any help at all is very often the cause of the business failure statistics we hear so much about. The small business owner will often claim that they don’t have the time or money for an advisor. Think about that comment. How can you not have the money to get help from someone that can potentially save or make you more money since you obviously are not getting it done on your own? Or how about that time you are lacking? Maybe if that owner sat down for an hour with an advisor, they would be able to see why they don’t have time and do something about it with the help of someone who has already been in those shoes.
A coach or advisor gives to small business owners something most of them don’t have; a sounding board and a board of directors to turn to for advice. These are two great resources to use when trying to avoid “trial and error” decisions and processes.
I’m not knocking trial and error as the way to learn things. I’ve personally used that method and faired well in many cases. But that is a case-by-case basis, not for on-going daily concerns. Don’t forget that this method is also very costly and time consuming. Why not ask someone who has probably already faced the problem?
What many business owners do not realize is that they rarely go through any trials and tribulations that someone else has never dealt with. Not to mention that about 70-75% of their business is the same as every other business including HR, finances, sales, marketing and funding. The other 25-30% is industry specific.
Small to mid sized business owners take away much more from an advisor than big businesses. This, if for no other reason, is the case because the smaller companies have owners that wear a lot of hats. Many of those hats take time away from the things the owner actually needs to make a priority to see their company succeed. Things they should be doing that they don’t have time to get to or things they are taking care of that they have no experience in doing. These situations take away from them doing what they do best. That’s a problem.
The question now is how to find an advisor. There are many types of business advisors out there. Some are purely “coaches” and others are true developers and implementers that will roll up their sleeves with you when asked to. It’s up to you to pick the type of person you want or need. Here are a few things to think about:
- Do they click with your personality? There are many good advisors out there but if they don’t click with you as a “business friend”, don’t bother with them because you will end up fighting them even when you agree on the advice.
- Have they owned a small business before? Gray hair does not equal business ownership knowledge. I promise you that the ex-CEO or Senior manager from a huge company knows very little about successfully operating a small business. These are two significantly different worlds.
- Don’t worry if a potential advisor doesn’t know your specific industry. Remember that a lot of your troubles have nothing to do with your industry. It would help though if the advisor had contacts/resources for you in your industry for when specific problems are addressed.
- Look for flexibility. A potential advisor that pushes for more than 20 hours a month of your time from day one is probably out for money. Until they start working with you, there is no way of knowing that they need that much time per month to meet your goals and timelines. A good advisor will understand that you have made a commitment to get back on track just by the fact that you are talking to them. They shouldn’t need to try and get a ridiculous time/money commitment from you if they want to help.
- Make it a local thing. This suggestion is a two-part issue. First, the advisor should agree that when face time is needed that they come to you. Second, there is absolutely no reason why a small business with locations in one state needs a business advisor that must fly in or travel more than 2 hours to see them. These companies somehow find suckers to take their so-so advice and huge reports full of fluff and also pay for travel costs. There are plenty of advisors local to every company in this country. Yes, even in Hawaii.
Once you made the very intelligent decision of getting help in making your business a success, keep a few things in mind. You should really commit to working with your advisor for a good 6 months. Nothing gets fixed overnight. Also, since you are paying for it, please do yourself a favor and be open to suggestions, bring important things to your advisor for help in making a decision and make the use of your time with the advisor a priority. Don’t forget that an advisor or coach should never make a decision for you. It’s your company, they are there to make suggestions and guide you.
Working with an advisor can be a very enlightening experience. You will start to see the forest from the trees and not feel like you are the only person on the planet going through tough times as a business owner.
All business owners eventually need help. The successful ones put aside their pride and desire to be at the center of all aspects of the company and get the help. Do yourself and your company a favor and be one of the truly successful business owners. Get an advisor and get all you can out of them. If your advisor loves what he/she does for a living as such as you love what you do, you can’t go wrong.
Friday, September 25, 2009
Common Mistakes Small Businesses Make and How to Avoid Them
Unfortunately very few start up businesses make it beyond their 3rd year. Failure is usually down to a number of clearly identifiable mistakes, which if small business owners are aware of, can increase their chances of survival.
Here are the top 10 common mistakes which small businesses tend to make.
Lack of Market Research
When a budding entrepreneur comes up with an idea for a new business he assumes that because he would buy such a product or service then everyone else will. This may be the case for day-to-day necessities but for other items this is usually not so.
It’s important that when you start up you carefully research the market to check that:
• There is demand at a level which would lead to a sustainable business
• People are prepared to pay the price required for you to make a decent profit
Undertaking market research may appear time consuming but the effort will pay off.
Poor Record Keeping
Some business people are not born administrators; they feel more comfortable getting out there and ‘doing the business’. paperwork is too easy to ignore but can never be put off indefinitely.
Sales, purchases and other expenditure must be carefully documented, so you know whether you are making a profit or not. Invoices must be issued on time and chased up promptly if there is a delay in payment. It’s all very well having the sales but poor record keeping can hold you back.
Having your paperwork in order will also save you time when it comes to your accountant doing your year-end books!
Insufficient Capital
When starting off it’s easy to decide what capital is required for fixtures and fittings, machinery and stock. What many new business owners forget about is the cash needed to fund day-to-day requirements, i.e. cash to pay expenses before your customers pay you. This is known as your working capital requirement.
Small businesses can fail because they have insufficient cash to start off to meet these immediate expenses. If you wish to survive make sure you set aside enough cash to meet all your needs for the first few months.
Ineffective Marketing Or None At All
You cannot afford to treat the cost of marketing as an unnecessary expense. A business with no marketing is like waving in the dark – you know you are doing it but no one else does!
There are many ways to promote your business on a small budget; it’s just a case of being inventive and creative. What ever you do, don’t assume that people will quickly know you are in business – they won’t, unless you tell them.
Ignoring Changes In The Market Place
As a small business owner it’s very easy to get immersed in your business and not see what is happening around you in the market place. Always keep your eyes and ears open to what the competition is doing and what your customers want. Don’t get left behind.
Owner’s Attitude
Attitude is everything in business. Don’t forget that the real boss in your business is the customer. Running a business may make you feel important but don’t let this develop into an ‘I am better than you’ attitude. Do this and you will quickly chase your customers away.
Spending On The Wrong Things
Being in business can be exciting, especially as the cash starts to roll in! However, don’t be tempted to spend it on a new car, a house or just a good time. If you are to own a successful business then you have to keep some cash back to fund future growth. A business cannot grow without cash, so commit to spending business money on the business.
Dependent On A Small Number Of Customers
Don’t fall into the trap of setting up a business just because one person says they will buy from you every week or month. Setting up and running a business, which is dependent on one customer, is not a recipe for success. What happens if, one month after you have spent all your cash to set up your business, that customer says he has changed his mind and has decided to buy elsewhere? Unless you can find other customers very quickly you are faced with closure.
Before embarking on a new venture make sure you have a sufficient number of customers such that if a few go elsewhere you can still continue trading.
Growing Too Quickly
Surprisingly, growing too quickly can be a problem. You have to be disciplined enough to only take on work you can handle. If you are tempted to accept too much you could end up disappointing not only the new client but also your existing ones.
Also, don’t under-estimate the impact rapid growth can have your administrative burden. As I mentioned earlier, getting behind on the paperwork can have an equally damaging effect on your business.
Trying To Do Everything
Finally, the problem most small business owners have is the fact that everything falls on their plate. Inevitably this is how it’s likely to be in the beginning, when the limited budget means that staff are a luxury, but as the business grows be aware that you cannot continue to do all tasks. There will come a point when you become inefficient and not have enough time to complete everything in sufficient detail. Taking on an extra pair of hands will increase your costs but you will be surprised at how much time will be saved, allowing you to do what you do best – getting the business in.
Take a look at each of the mistakes and make sure that you don’t fall into these traps.
Here are the top 10 common mistakes which small businesses tend to make.
Lack of Market Research
When a budding entrepreneur comes up with an idea for a new business he assumes that because he would buy such a product or service then everyone else will. This may be the case for day-to-day necessities but for other items this is usually not so.
It’s important that when you start up you carefully research the market to check that:
• There is demand at a level which would lead to a sustainable business
• People are prepared to pay the price required for you to make a decent profit
Undertaking market research may appear time consuming but the effort will pay off.
Poor Record Keeping
Some business people are not born administrators; they feel more comfortable getting out there and ‘doing the business’. paperwork is too easy to ignore but can never be put off indefinitely.
Sales, purchases and other expenditure must be carefully documented, so you know whether you are making a profit or not. Invoices must be issued on time and chased up promptly if there is a delay in payment. It’s all very well having the sales but poor record keeping can hold you back.
Having your paperwork in order will also save you time when it comes to your accountant doing your year-end books!
Insufficient Capital
When starting off it’s easy to decide what capital is required for fixtures and fittings, machinery and stock. What many new business owners forget about is the cash needed to fund day-to-day requirements, i.e. cash to pay expenses before your customers pay you. This is known as your working capital requirement.
Small businesses can fail because they have insufficient cash to start off to meet these immediate expenses. If you wish to survive make sure you set aside enough cash to meet all your needs for the first few months.
Ineffective Marketing Or None At All
You cannot afford to treat the cost of marketing as an unnecessary expense. A business with no marketing is like waving in the dark – you know you are doing it but no one else does!
There are many ways to promote your business on a small budget; it’s just a case of being inventive and creative. What ever you do, don’t assume that people will quickly know you are in business – they won’t, unless you tell them.
Ignoring Changes In The Market Place
As a small business owner it’s very easy to get immersed in your business and not see what is happening around you in the market place. Always keep your eyes and ears open to what the competition is doing and what your customers want. Don’t get left behind.
Owner’s Attitude
Attitude is everything in business. Don’t forget that the real boss in your business is the customer. Running a business may make you feel important but don’t let this develop into an ‘I am better than you’ attitude. Do this and you will quickly chase your customers away.
Spending On The Wrong Things
Being in business can be exciting, especially as the cash starts to roll in! However, don’t be tempted to spend it on a new car, a house or just a good time. If you are to own a successful business then you have to keep some cash back to fund future growth. A business cannot grow without cash, so commit to spending business money on the business.
Dependent On A Small Number Of Customers
Don’t fall into the trap of setting up a business just because one person says they will buy from you every week or month. Setting up and running a business, which is dependent on one customer, is not a recipe for success. What happens if, one month after you have spent all your cash to set up your business, that customer says he has changed his mind and has decided to buy elsewhere? Unless you can find other customers very quickly you are faced with closure.
Before embarking on a new venture make sure you have a sufficient number of customers such that if a few go elsewhere you can still continue trading.
Growing Too Quickly
Surprisingly, growing too quickly can be a problem. You have to be disciplined enough to only take on work you can handle. If you are tempted to accept too much you could end up disappointing not only the new client but also your existing ones.
Also, don’t under-estimate the impact rapid growth can have your administrative burden. As I mentioned earlier, getting behind on the paperwork can have an equally damaging effect on your business.
Trying To Do Everything
Finally, the problem most small business owners have is the fact that everything falls on their plate. Inevitably this is how it’s likely to be in the beginning, when the limited budget means that staff are a luxury, but as the business grows be aware that you cannot continue to do all tasks. There will come a point when you become inefficient and not have enough time to complete everything in sufficient detail. Taking on an extra pair of hands will increase your costs but you will be surprised at how much time will be saved, allowing you to do what you do best – getting the business in.
Take a look at each of the mistakes and make sure that you don’t fall into these traps.
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