Questions to Help Determine if an LLC or Corporation is Best.

Jun 13, 2019 by

Which entity is best for your new business, an LLC or Corporation? When you form a new LLC or corporation, the process is so easy, with so many online websites. Filing the articles with a registered agent is the easiest part of the process. The challenging part is to determine how your corporation or LLC should be taxed at a federal and state level and to make sure you have a complete formation, one that has real liability protection, not just filing the articles, which has ZERO protection.

Ask these Questions to Help You Determine is an LLC or Corporation Best?

Ask these Questions to Help You Determine is an LLC or Corporation Best?

Here are some of the key questions we recommend you evaluate before you form an LLC (which may be taxed in four different ways) or a corporation that may be taxed as a C corporation or an S corporation.

  • What is your business and how does this affect your choice?
    • A personal service corporation, in the past, was a flat 35%; but since the 2018 tax cuts, that has now been reduced to 21%
    • 20% deduction for pass-through income, with some restrictions
    • Are you investing in real estate or do you flip real estate?
    • Are you an e-commerce seller with potential sales and state income tax requirements?
    • Do you own real estate? If so, are you a dealer or investor? How many properties do you own? How much total equity and what percentage of your total net worth is all the properties?
  • Do you have partners?
    • Is it a domestic partner in a community property state (there are 9)? This comes into play with a single or multi-member LLC. 
    • Is it a foreign partner in another country? If so, is there a tax treaty with your partner’s country?
    • Do you plan to have a buy-sell agreement?
    • Is one partner an investor? This has a big impact on how your LLC is managed. 
    • Do your partners have an SSN or ITIN (this is important for banking, U.S. merchant account, and sales tax registration in a few states).
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Distributions from an LLC

Apr 23, 2019 by

Knowing how your distributions from an LLC are taxed is critical to your LLC formation strategy. After your LLC is formed, your business is up and running, and revenue is flowing, will you come to that important point where you distribute money to the partners. That may be just you, your spouse, or other outside partners.

Some people just write checks from the LLC to themselves, as the owner, and really don’t consider the tax ramifications of their actions. This is especially important anytime you have a partner, whether that is a spouse, outside partner, or a separate legal entity.

LLC Distributions

LLC Distributions

Let’s address some basic fundamentals first, then get into more details:

The first step is to be aware of how your LLC is taxed. Are you a single member LLC taxed as an S corporation, or disregarded for tax purposes? If you have earned income and a single member LLC that will flow through to schedule C, you are basically operating as a sole proprietorship, but have the liability protection of an LLC).

Test question: Is there any payroll for a single member LLC? The answer: depends. If the LLC is disregarded for tax purposes, there is NO payroll to the owner. Is it possible for a single member LLC to have employees? Yes. If the single member LLC is taxed as an S corporation, the active member (owner) would have payroll and distributions. If you have a single member LLC taxed as an S corporation, of course, the only member is active. If you have a two-member LLC taxed as an S corporation, it is possible that the second member could be passive (this could be a spouse or silent partner). Would the passive member be the manager of an LLC? No. By definition, if passive, they would not be running day-to-day operations. Keep that in mind.

A single member LLC taxed as a C Corporation; there would be, at some point, some type of payroll to the owner of the C Corporation. Is it possible that there was only enough revenue in the LLC taxed as a Corporation to only pay business expenses and not enough profits left over for any type of payroll? That is possible. You may take dividends out of the LLC taxed as a C Corporation, but keep in mind dividends are NOT deductible to the LLC taxed as a C Corporation’s profits.

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Your LLC and Corporate Responsibilities as a Manager or Officer

Apr 10, 2019 by

Managers of an LLC and officers of a corporation have important responsibilities they must execute properly to give them personal liability protection.

Forming a separate legal entity is a huge step in separating your personal and business liability. You obtain liability protection with a separate legal entity the day you file the LLC or Corporation.

What most people do not realize is that after day 1 and beyond you are not protected unless you operate the entity as a separate legal entity.

LLC and Corporate Compliance is Vital

LLC and Corporate Compliance is Vital

That involves avoiding commingling of funds, proper capitalization, and proper minutes and resolutions in your role as the director, officer, shareholder or manager, member or member of an entity.

Typically, as a director of a corporation or a manager of an LLC, your liability is limited personally. As long as you operate within your role as the manager of an LLC or director of a corporation, Nevada will protect you as long as you do not commit fraud. Other states have a minimum fiduciary duty or duty of care.

Your LLC and Corporate Responsibilities are Vital for Compliance and Protection.

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82 Costly Sales Tax Registration Mistakes to Avoid

Mar 29, 2019 by

Your Steps to Simplify Your Sales Tax Compliance.

We created this new report recently for new e-commerce sellers looking to get into compliance with sales tax and are at the stage to get registered for sales tax in many states. This content is covered in various parts inside your Sales Tax System membership.

We wanted to share this report for you also as it is a great reference guide as you get into compliance with more states where you have physical or economic nexus.

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Patterns that Create Business Failure and Success—An NLP Perspective

Mar 29, 2019 by

Business and life do have patterns of success and failure. NLP (neuro-linguistic programming) is the study of the connection between the neurological processes (“neuro”), language (“linguistic”) and behavior patterns that have been learned through experience (“programming”) and can be organized to achieve specific goals in life and business. I like to use this simple definition: it is a study of patterns or recipes. If you have a great recipe for your favorite meatloaf, there are certain ingredients that, if are added in the correct amounts and sequence, will create a specific result. This is similar to an NLP pattern.

Patterns for Business Success -Scott Letourneau

Patterns for Business Success

For example, good spellers do one thing differently (or have one more ingredient) than bad spellers. Good spellers will first see a word visually in their mind, sound it out, and then spell it. Bad spellers will skip the step of visually seeing the word and jump right to sounding out a word, then attempting to spell it out. Good spellers have a different “recipe” than bad spellers. They have one ingredient different.

In business, there are patterns of success and failure.

One core pattern for business success is the Disney pattern, modeled after the famous Walt Disney. Walt and his team of Imagineers were able to accomplish amazing results with their meetings. Walt did not run a meeting like most business meetings. He would separate meetings into different types. In the first meeting, called “the dreaming room,” you are allowed to come up with ideas and that is it. There is no evaluation or organization of ideas. That is a separate meeting! Why? If you start allowing your staff or yourself to evaluate ideas in the meeting, it will often stifle new ideas. People will start to think, “Maybe my idea is not such a good idea.” That is NOT how Walt Disney conducted meetings.

I recommend you adopt this pattern for your business meetings. Here are the four meetings Walt would run: First is the “in the dreaming room” – all brainstorming. Second is organizing the ideas. Third is to evaluate the ideas. Fourth would be to implement the ideas.  That was his brilliant pattern for business success.

This is especially important if you are a solo business owner. You may be sabotaging your own success by coming up with great ideas and immediately thinking how it’s not going to work. That will stifle even your own ideas.

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Steps to Schedule a Call with Scott Letourneau

Mar 27, 2019 by

Thanks for coming to my website today. If you need support with your important questions about entity formation, sales tax compliance, funding, or other business resources, here are my options below.

1. Free Evaluation and Recommendation Call:

Our first option is a scheduled free call. This is best to for us to understand your situation and make the best recommendation for you.

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Sales Tax Permit Registration Mistakes to Avoid

Mar 21, 2019 by

As an e-commerce seller, you want to avoid sales tax permit mistakes. This is the key part of the process when you are collecting and remitting sales tax.  Yes, some states like Washington and Pennsylvania will collect sales tax, but you still need to get registered and file sales tax returns.

Sales Tax Registration Mistakes to Avoid

Avoid these Costly Sales Tax Registration Mistakes

The process to get registered means obtaining a sales tax license or permit to collect and remit sales tax in the states where you have sales tax nexus. Since the June Wayfair vs South Dakota case, you now have to worry about the economic nexus states in many cases when you sell only 200 transactions in a state.

We have applied for thousands of sales tax permits for clients over the last several years and we wanted to share some key costly mistakes to avoid.

1. Are You Applying for a Sales Tax or Use Tax Number?

 Are you an out-of-state seller applying for a sales tax number or an in-state seller applying for a sales tax number? Each state is different. In some states, it is very clear, if you are an out-of-state seller, you are applying for a use tax permit, some states they combine sales/use tax as one option. Every checkbox takes you down a pathway and may come back to haunt you when audited; just make sure you get it right from the start.

2. Not Taking into Account Time Frames.
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How to Transition from One Company to Two Effectively.

Mar 17, 2019 by

Learning how to transition from one company to two effectively is key to help protecting your net worth.

When starting a business you formed a separate legal entity to separate your personal and business assets, lower your audit of risk, improve your chances for more business credit and convey a more important marketing message. As time goes on and your business succeeds you will want to examine when the time is right to form a separate legal entity to now reduce the liability exposure to your current business.

How to Transition from One to Two Entities and Stay on Track

How to Transition from One to Two Entities and Stay on Track

You may have a successful online internet business and now you are going to introduce a new product to your list that may have more liability associated to it. An obvious one would be if you were looking to invest in real estate. That would definitely be in a separate legal entity from your operating business. Many times I talk to business owners who have been in business for 10, 15 or 20 years and still operating EVERYTHING through one legal entity! That can be very dangerous. That means one lawsuit where the insurance company comes up with an excuse (also known as loophole) where they do NOT have to provide coverage. That means potentially, 10, 15 or 20 years of hard work down the tubes!

Let’s assume you are going to add a second legal entity for part of your business to separate out liability (or maybe you have a different partner on that one). Let’s cover the steps to make this a smooth transition! The easiest way to look at this as if you are starting over with the same steps you used to form your first company. The mistakes come in when you are tempted to take short cuts to save money (like not getting separate business cards, a separate business license)

Here are the steps to transition from one company to two for each company:

  1. Trademark your business name
  2. Form a separate legal entity
  3. Obtain a separate LLC/Corp record book.
  4. Obtain a separate EIN number.
  5. Open a new bank account for the new entity
  6. Proper capitalization from the correct owners (you, another entity, trust…)
  7.  Apply for a business credit card in the name of the new LLC/Corp.
  8. Separate the expenses related to this new entity.
  9. Apply for a business license http://www.businesslicenses.com/
  10. Check with a local professional for other requirements which may include, other state filing requirements with the department of taxation or franchise tax board.
  11. Establish a DBA name to this separate legal entity is required.
  12. Establish a separate set up books. If you are using QuickBooks® or Xero create a new company file for the new company.
  13. Obtain separate insurance if required by the company
  14. Establish a separate payroll account if payroll is required.
  15. If the Entity is in Nevada, and you are operating in another state, take the steps to foreign register in that state you are doing business.
  16. Establish a 5-year business plan (so the entity is not considered a hobby plus a good idea to keep you on track anyway).
  17. Establish new accounts with vendors for the new business. Even if your first company does similar services, it should be separated.
  18. Establish a separate merchant account and the new entity.
  19. Follow LLC or corporate formalities.
  20. Avoid commingling of funds.
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12 Questions to Ask BEFORE Forming a U.S. Entity

Feb 26, 2019 by

These 12 questions below are not only important to ask, but are necessary to get the best answer and support. They apply to all foreign e-commerce sellers looking to establish a U.S. entity. Forming a U.S. company is not as simple as forming a single member LLC with a mail address. There is much more involved. These questions will help keep you on track when working with a U.S. entity provider.

US Company Formation

Ask these 12 questions before forming a U.S. company

  1. Do I Even Need to Form a U.S. Entity as a Foreign Seller?

    This leads to your options to sell in the U.S. as a foreign entity vs the advantages of using a U.S. entity.

  2. How Long will it Take to Form my U.S. Company Correctly?

    You will need to know the factors that will determine the length of time to form your entity, apply for the EIN, establish a bank account, as well as get into compliance with sales tax. Don’t get fooled by “incorporate in 24 hours or less” headlines; these usually lead to costly mistakes.

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Productive or Busy. Which One Are You?

Feb 2, 2019 by

If you are looking for more results in your business there is a real important piece of self-evaluation that must be considered in order to get better results.

That is, asking and reflecting upon this question; are you productive or just busy? Perhaps your goal for better results from your business may mean more income, perhaps it is the same amount of income with more time off, more time with your family.

Increase your productivity and your profits!

Increase your productivity and your profits!

Most entrepreneurs are simply busy, with no clear cut goals and they are hoping the busy activity will somehow lead to results. I know, because I have been there! I used to pride myself in working 14-16 hours days, 6 days a week at least, doing a lot of stuff, mostly just being busy. I know I was jumping from one priority to the next, creating new projects while 10 others were left unfinished.

Did I produce results in my business, yes most certainty but it was not a very effective approach. The mere fact that I worked 14-16 hour days was not what determined that I was busy, there are many, many successful entrepreneurs who work 14-16 hour days and are very productive. Tony Robbins is one of them.

Perhaps your goal is not to be like Tony Robbins, but you may have to agree, he has succeeded in his business. Dan Kennedy is another entrepreneur who is like productivity on steroids. When he works, he works, no interruptions!

First, let’s address some characteristics of someone who is busy and not getting any results in their business. You can calibrate to see if you fall more into this category (hopefully not) vs. the productive category.

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Are ALL Your Assets Protected Properly?

Nov 17, 2018 by

As the end of another year comes to a close soon and you are getting ready for your plans for the new year, you may be evaluating are all your assets properly protected?

Protect Your Assets from Risk

Here are many of the common strategies that often turn into costly mistakes (that you may not have considered):
  • All your business ventures in one business. Yes, if you are just starting and testing 3-4 different revenue streams that may be ok in one entity but if two or three are really taking off, why put all of that in one business entity (other than it is easier). Would you put all your investments in one stock? Probably not. Why? Too much risk. The same strategy applies to a business (don’t put all your eggs in one basket).
  • Real estate in your own name (outside your principal residence) even without equity may be a lightning rod for lawsuits, best in a separate entity.

  • Too much equity from real estate in one LLC. Especially if the equity is a high percentage of your net worth. If you have three properties free and clear worth $400K each and that is 80% of your net worth, that makes no sense to have in one LLC. Remember, your living trust does not protect assets from liability.
  • Business with a partner that is in the same entity as your operating business that you own 100%. At the end of the day, you make your partner owner of your main company which may not be what you intended.
  • Holding safe assets or investments (crypto also) outside your retirement plan in your own name/brokerage account or your living trust (remember your living trust provides ZERO liability protection but protection from probate taxes).
  • Doing business in the U.S. with your home country entity not knowing that maybe bringing undo liability to your home country business.

It is a great time to form a new complete entity formation (which we do in all 50 states) as you get ready for the New Year.

REMINDER: In January the Secretary of State’s new business filing process slows greatly, so give your business enough time to get up and running for as early in the year as possible.

If you need help to form another entity to protect another business or other assets see our packages below that include a video overview and pricing. Questions? Email support@launchwithconfidence.com. Here are our steps for a Complete Formation for a 50 State Formation. Here are our steps for a Complete U.S. Company Formation.

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U.S. Entity Complete Formation Video and Mistakes to Avoid

Oct 27, 2018 by

If you or someone you know is looking to form a U.S. entity for your global e-commerce business, this video will be a big help.

You will want to watch our new video on our process, tools, support, and packages because you will learn what is really involved in the process. The biggest costly mistakes to avoid will be very clear.

If are still selling on Amazon.com FBA or on any e-commerce platform in the U.S., or looking to protect your assets from your home country with a U.S. entity, our U.S. entity formation video will be very helpful.

U.S. Entity Video

Before forming a U.S. entity watch the video on this page.

Here are some of the big reasons you may want to form a U.S. entity:

Perhaps you have been selling in the U.S. and have never collected or remitted sales tax. Although you are hoping it will go away, that is not likely to happen. This is largely due to the June 2018, U.S. Supreme Court Case, Wayfair vs South Dakota. This case has opened the floodgates for other states to require sales tax to be collected even if you have no physical presence.

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