Welcome to the Venture Point Blog!

Blogging is the new form of communication that enables us to voice our opinions, to ask questions and get questions answered. 

The Venture Point Business Blog was created for business owners, potential business owners, CPA’s, business Attorneys and Business Brokers, to ask questions, submit articles, tips or ideas that people may be in need or help with.  

As a small business owner, I’m always looking for information on ways to run my business more efficiently, networking communities that I can reach new colleagues and clients, and opportunities to grow Venture Point.

If you would like to submit an article that you feel would be informative for business owners/potential business owners please contact Karen@VenturePointOnline.com. 

Karen Torbett

Steps For Starting A Small Business

Prepare A Business Plan;

            www.VenturePointOnline.com offers a business plan outline on our “Resource Library” page. Or visit your local SCORE office or Business Development Center. If you’re not comfortable with writing one yourself there are companies that specialize in this; Einstein Enterprises  www.einstein-enterprises.com

 

Tax Structuring;

           www.VenturePointOnline.com offers a breakdown on the “Resource Library” page of the most common forms; corporation, sole proprietorship, general partnership, limited partnership, “S” corporation and limited liability company. It is advisable to consult an attorney or CPA for advice on which form will be the best fit for your company.

 

Personal Credit;

            If you intend to use a financial institution or investor for funding of your business, check your credit report first. The three major credit report agencies are; Equifax/ www.equifax.com, Experian/www.experian.com, and Transunion/www.transunion.com.

 

Register The Name Of Your Business;

            You will need to make sure that the name you have chosen for your business has not already been taken. This can be done by calling the Secretary Of State’s office or go online. If it is available then you will need to register it with your county office. If you intend to trademark your company’s name or logo, to check for US availability and applications go to; ourwww.USPTO.gov. A business attorney that specializes in patents and trademarks can also help you with this process. Cheryl Tubach of Myers & Kaplan Intellectual Property Law, L.L.C Atlanta, GA. www.mkiplaw.com

 

Business License;

            You will need to obtain a business license for the municipality in which your business is physically located.

 

Tax ID Number;

            This form is SS4 and is available through the IRS, your CPA or tax advisor.  The IRS website to obtain this form is : http://www.irs.gov/businesses/index.html

 

Register Your Business With Your State Tax Commission;

            This form is available through your state office or CPA and can be used to obtain an employer withholding number if you have employees and a retail license.

 

Real Estate;

            Whether buying or leasing real estate have an attorney review all transactions in case there are special considerations. And as a lessee make sure you are clear as to who is responsible for maintenance, up keep or damage to the property.

 

Zoning Regulations;

            Check with your city or county offices for zoning, occupancy permits, and sign permits.

 

Insurance;

            You will need to consult an agent on liability, Workers’ Compensation, casualty insurance, bonding etc. this will vary according to the type of business and number of employees.

 

Bookeeping;

            If you are not using an in house accountant or bookkeeper then you will need to consult one for advice on establishing a bookkeeping system.

 

Checking Account;

            Open a business checking account. Do not use your personal accounts for business transactions.

 

Credit Card Merchants;

            If your business will be accepting credit cards, check with the bank you are doing business with, and then shop around to make sure you are receiving the best possible rate.

 

Special Licensing or Permits;

            According to the type of business or industry you are going into it may require additional licensing or permits; Health Department, hazardous materials, occupational and professional licensing boards, OSHA, ABC, Department of Agriculture, etc.

 

           

         

What Every Business Owner And Entrepreneur Should Know About Intellectual Property Rights

Quite often, while working on various client matters, the phone rings with a prospective client on the other end of the line.  I spend a few moments listening to their issues thinking to myself…if only they’d called before; I might have been able to save them some money and headaches.

For patent issues, entrepreneurs or small business owners don’t realize the significance of disclosing their inventions to others prior to securing their patent rights.  In the United States, a patent may only be filed in the name of the inventor and must be filed no later than one year from public use or public disclosure.  Practically what does this mean?  If you have an idea and share it with someone else, who then improves or adds to its functionality, that someone else may be a joint inventor.  If so, that someone else equally owns the patented invention, no matter what his contribution. If you openly share your idea with someone else, there is no guarantee that he or she won’t tell others or use the idea for their own benefit.  Your disclosure may have started the clock ticking on the one year time bar in the United States. Thus, prior to obtaining input from others, a patent application should be filed or an agreement of non-disclosure of information and ownership rights to improvements should be entered into.

In this global economy, protecting an invention by securing patent rights only in the United States is often not significant.  Inventors also don’t know at the time of invention or filing for United States patent rights whether their invention is the next “big” one.  Outside the United States, almost every country requires absolute novelty for patentability.  Practically what does this mean?  If you disclose or use your invention publically anywhere in the world prior to filing a first (called “priority”) application, you cannot file in a country with the absolute novelty requirement.  In other words, all your rights outside the United States are lost if you publically disclose or use the invention prior to filing the priority patent application.  Once a priority application is filed, public use or disclosure of the invention is no longer a worry.  Keep in mind, however, that there is a one year time period from filing the priority application to file in other countries.

In naming any business, there is much thought, creativity and emotion involved.  After the perfect name is decided on, the next step is registering the business name, designing a logo, ordering business cards, creating stationary, etc.  Each one of these steps requires spending money.  What if after starting your business, you receive a call or letter asking you to stop using your “perfect” name because a third party already has rights to the name either through federally registered trademark rights or under common law trademark rights?  This can happen if you have not taken the precautionary steps to research your name prior to use.  Trademark rights begin upon use in commerce and there is no law requiring someone to register their name for use on goods or services.  Practically what does this mean?  To prevent unnecessary costs, a thorough trademark search should be conducted prior to using your “perfect” name as a business name or placing your “perfect” name on a good or service.  The issue of prior user rights exists not only with the name of a business, but also with any products or services sold.

In each of these instances, the loss of patent rights or the pain of resolving disputes with third parties could easily be avoided by seeking professional legal advice early from intellectual property counsel.  Myers & Kaplan Intellectual Property Law, L.L.C. is a boutique intellectual property law firm practicing exclusively in domestic and international patents, trademarks, copyrights, litigation and related matters.  Myers & Kaplan prides itself on providing high quality representation at competitive rates.  Every Myers & Kaplan attorney is registered to practice before the United States Patent and Trademark Office and specializes in providing complete and thorough intellectual property law representation.  Additionally, the attorneys have been in the “real world,” most having had significant business and/or technological experience prior to their professional legal careers. Because of this wealth of experience, we have the unique ability to provide our business and entrepreneurial clients with “business-practical” advice and legal services, across a unique cross-section of industries and practice areas. Please visit our website at www.mkiplaw.com for more detailed information.

 

Authored by Cheryl J. Tubach, Esq., Director of Corporate IP Affairs.  Ms. Tubach practices law with the firm of Myers & Kaplan Intellectual Property Law, L.L.C.  Previously she was in-house counsel for The Coca-Cola Company and Eastman Chemical Company.  Ms. Tubach received her law degree from Georgia State University in 1992 and her Bachelor of Science degree in Chemical Engineering from the University of Kentucky in 1984.

 

 

 

 

The Problem with Developing a Fluid Business Plan – Part 2

In my last blog entry I talked about the need to place enough importance on a business plan.  This time, I want to discuss the opposite problem – placing too much importance on a plan.  Ironically, the same issue causes it; a business plan is a fluid document that naturally undergoes changes.  Whereas some entrepreneurs will look at this nature and place too little importance on the plan, there are other entrepreneurs who will get caught in the trap of rewriting the entire plan every time something changes with the business. 

The business plan changing is normal.  As a result of the business plan being a reflection of the business, when the business changes the plan will also change.  Let me give you an example.  If a TV network changes its programming lineup on a specific night, the TV listings will change in order to reflect what is going to be shown.  It is the same concept with a business plan; as the business changes so does the plan.

I have seen many entrepreneurs who have gotten stuck in a pattern where with they spend so much time rewriting their plan that they never move forward.  Every time a change is made, they rush back to the plan and rewrite it.  While it is important, to update your plan to reflect where the business is at, it is equally as important not to let the changes prevent you from moving forward with the business itself.  Make sure that the main points of the plan are up-to-date and accurate, and fill in the details when you have the time.  Is it important to update the plan if you have changed the sales strategy?  Absolutely.  Is it important to update the plan if you have decided not to use wrap advertising?  Yes and no.  If you have the time to make that update, do so, but it is not going to make or break your plan.

While I have spoken at length about the importance of taking a business plan seriously, I want to end by reminding you that a business plan is fluid.  It will change.  Be prepared for this and be willing to adapt.  Not a single one of the startup companies I have personally been involved with has seen everything go according to the plan.  Instead, as the business grew and developed the plan and direction of the business was shifted to allow the business the best possible chance of succeeding.  A shift in the business is not a bad thing.  Rather it is a sign that you have a better understanding of the business and what you need to do to make it succeed.  Embrace these changes and adjust the plan accordingly. 

Remember that while the plan is a roadmap for your business, the business itself is most important.  Move forward with your business, and adjust the plan accordingly. 

Kevin Kundinger is a Managing Partner with Einstein Enterprises, LLC, a company that specializes in writing business plans for small businesses and startup companies looking to secure financing. For more information, visit the firm’s website at www.einstein-enterprises.com, call (88 8) 732-4202, or email Kevin directly at KevinK@einstein-enterprises.com. 

The Problem with Developing a Fluid Business Plan

While the understanding of business plans has increased greatly in recent years, there are still many misconceptions surrounding such a document.  In large part this is due to the nature of the document itself.  Unlike an annual report, employment posting, or the majority of other business documents that are routinely created, a business plan is a much more fluid document.  Every business plan will undergo changes at various times due to the ever-changing nature of the business itself. 

Unfortunately, this fluid nature of the plan leads many entrepreneurs to discount its importance.  This results in plans that lack the breadth and depth that a solid business plan should have.  I encounter many people who mistakenly think, “If the plan is going to change anyways why put too much effort into it now?”  Instead they put more time and effort into ‘getting the business going’ rather than fully developing the business plan.  In fact, in your excitement over the new venture you yourself may be tempted to forge ahead without spending enough time thinking through the pitfalls, risks, and other problems that are bound to occur with your business.  Sadly, this is the same type of thinking that has caused many businesses to fail because their owners did not put in the time necessary upfront to establish a solid road map for where the business is headed.  As a result the business simply did not have the foundation necessary to succeed. 

It is during the process of developing the business plan that you will see problems with the plan that need to be addressed.  It is much better to deal with these potential problems upfront rather than a year down the road when the business is beginning to grow.  I cannot think of a single client I’ve worked with whose idea of the business was exactly the same from the day I started working with them to the day we finished. The business plan creates a roadmap for where the business is headed. 

Not placing enough importance on the business plan is akin to someone jumping in the car and heading somewhere with only half of the map of how to get to their destination.  They are so excited to start the journey that they fail to accurately plot out where they are headed.  Would you go on a long trip without knowing all of the steps of how to get there?  However, this exact same scenario is played out time and again when businesses do not plot out where they are headed with their business plan.  While not every business needs a 60-page document complete with appendices, call-out boxes, and graphs, every business does need a roadmap.  Make sure you have a solid roadmap before starting out on your journey. 

Next time I’ll address another common problem that occurs with the development of a business plan due to its fluidity – placing too much importance on the business plan. 

Kevin Kundinger is a Managing Partner with Einstein Enterprises, LLC, a company that specializes in writing business plans for small businesses and startup companies looking to secure financing. For more information, visit the firm’s website at www.einstein-enterprises.com, call (88 8) 732-4202, or email Kevin directly at KevinK@einstein-enterprises.com

The Importance Of A Business Plan

My job is to build comprehensive business plans for our customers that are marketable to investors and banks so that our customers can secure the financing they are seeking.  We assist in building marketing strategies, sales strategies, and doing the proper due diligence necessary to understand the market a customer is entering.  Although we assist with the business planning and strategy aspect of a company, I think the most important part of our job is turning the plan into a marketable document that our customers can take with confidence to an investor.  

 Many business owners and startup companies that I speak with underestimate the power of a well written and well composed business plan when seeking financing.  Put yourself in the investor’s shoes for a moment.  Imagine I hand you a document that outlines my entire business strategy in 4 pages.  The document has grammatical errors and is in black and white.  What impression is that giving you as a potential investor?  First, the length of the document is discouraging.  While every good business plan needs a solid 1-2 page Executive Summary that instantly attracts the attention, you can’t outline the entire business strategy in a couple of pages.  A business plan needs to include all of the major strategies of the business so an investor can understand my thought process and where I plan to take the company in the next 3-5 years.  Second, the appearance of the document is unprofessional.  Having grammatical errors shows the lack of time and effort that went into developing the plan.  

 Let me provide you with a few tips that can help your business plan sell itself:

1.)   Executive Summary – A clear, concise Executive Summary will go a long way in selling your business plan.  Key information you want to have present includes: Industry Overview, Product Details, Target Market, Financial Information, and your Management Team

2.)   Formatting – Take the time to add “flare” to your business plan.  Investors are used to seeing plain business plans, so make yours stand out.  Try using call-out boxes for important information.  Use a color logo on the main page and in the header of each page.  Incorporate charts and graphs that are relevant and can add value to the topic you are discussing.  Catching an investor’s eye with your use of color and design will help your plan stand out from the rest.

3.)   Due Diligence – Show your potential investor that you have done your due diligence.  They want to make sure you understand the industry, your target market, and how you are going to provide them with a return on their investment.  Use facts that can be verified by credible sources, and make sure you are complete in your analysis.  Be complete, but don’t add unnecessary information just to make the plan longer.

Josh Eich is a Managing Partner with Einstein Enterprises, LLC, a company that specializes in writing business plans for small businesses and startup companies looking to secure financing.  For more information, visit the firm’s website at www.einstein-enterprises.com, call (877) 608-0785, or email Josh directly at JoshE@einstein-enterprises.com.

New Hampshire Law Changes

New Hampshire Law Changes Affect Health Insurance Coverage for New Hampshire Employees and Their Federally Taxable Wages

The New Hampshire Legislature has enacted three new laws in 2007 requiring New Hampshire employers to extend health insurance coverage to additional classes of individuals. Previously, typical coverage was extended to an employee’s same-sex spouse, a “qualifying child” (as defined in the Internal Revenue Code Section 152), and/or a “qualifying relative” (as defined in the Internal Revenue Code Section 152). The new laws passed in 2007 have added the three categories of individuals eligible for health insurance coverage:

  • HB 790 signed on July 17, 2007 expanded the definition of “dependent” for NH insurance purposes to include a child who is less than 26 years of age, a resident of New Hampshire (or alternatively, enrolled as a student at an institution of higher education), unmarried, and not provided coverage under any other health plan or Medicaid. – Effective September 15, 2007
  • HB 437 signed on May 31, 2007 extended coverage to same-sex spouses resulting from Civil Unions. – Effective January 1, 2008
  • SB 197 signed on July 18, 2007 requires the continuation of coverage for three years to an ex-spouse in the event of divorce or legal separation. – Effective July 18, 2007

Under Internal Revenue Code Section 106(a), an employee’s taxable wages do not include employer provided coverage under a health plan that compensates the employee for injury or sickness of the employee, the employee’s spouse, or dependents. Therefore, NH employers providing coverage for any additional individuals due to the new law changes, must include the incremental costs of coverage in the employee’s wages as a taxable fringe benefit for federal tax purposes. Additionally, the employee-funded portion of the premium associated with the additional coverage may constitute a “post-tax” deduction.

Many health insurance providers and payroll service providers are still digesting what this will mean for their clients and what changes they will need to make to accommodate these new provisions. In the meantime, please contact BNN with any questions you may have on how this will affect your payroll administration and annual tax filings.

The information above is intended to provide information only and should not be construed as tax, legal or financial advice. For more information, please contact a Baker l Newman l Noyes tax professional, 280 Fore Street, Portland, ME at 800-244-7444.

Asset Protection Enlarged

“It’s time.” You obtained an independent appraisal of your company, listed with Venture Point, and now you are in escrow to sell the company in a leveraged buyout. As you are acutely aware, leveraged buyouts carry the risk that the buyer will operate the company with less skilled than you have employed over the years, and will find himself unable to service the acquisition debt. Human nature and life experience tells us that his thoughts will then turn to how to recover the losses from you. The general subject of asset protection planning is beyond the scope of this article, but here is some encouragement with respect to the pension, profit sharing, or 401k plan terminated as part of the sale transaction.

When you retire, you may roll over your qualified deferred compensation account to your personal individual retirement account. While those funds are in the corporate plan, they are protected from all claims except those of the tax man and former spouses. Your personal IRA, on the other hand, is protected under state law only to the extent you do not need it for a dignified retirement. Being a subjective call, you are at the mercy of a judge who may have been a million-a-year partner at a big firm (who will think you poor and let you keep the IRA), or who may have been a $30,000-a-year lawyer for a poverty agency (who will think you rich and turn over all or most of your IRA to your creditors).

The Fourth District Court of Appeal introduced a fresh view of this creditor-friendly circumstance. In McMullen vs Haycock (2007) 147 CA4th 753, 54 CR3d 660, the court ruled that private retirement plan assets that are transferred to an IRA continue to be completely exempt from the claims of judgment creditors.

This requires the account holder to be able to trace the funds, since the federal exemption applies only to the former plan assets and accretions thereof. The more restricted exemption for IRA funds continues to apply to the remainder.

Also keep in mind that the state law exemption for IRA’s is pre-empted by federal law (unlimited exemption) in bankruptcy cases.

As mentioned, the McMullen case arose in the Fourth Appellate District (Orange County and environs). That makes it controlling law within the district. Since other California district courts of appeal have the right to reach their own conclusions, the McMullen case is persuasive law, not controlling. Statewide effect as controlling law takes place only upon a ruling by the California Supreme Court, usually when two or more lower courts reach differing conclusions on similar facts.

Author Bentley Mooney Jr.; His practice in North Hollywood, rated “av” by Martindale-Hubbell since 1976, author of nine books and many law journal articles, hold a LLM(Tax) degree, certified by the State Bar of California as a specialist in estate planning, trust, and probate law, and have maintained a concentration in asset protection planning since 1983.

 

Timing is Everything

  With merger & acquisition activity running rampant, timing proves to be a critical factor in determining company value  

As you’re busy managing the day to day challenges of your business, how often do you stop and think about what’s happening in the world around you?  Particularly, what’s going on in your industry that you might not be aware of.  And despite you’re lack of awareness, how might these outside forces be impacting your business?  If you’re like most of your entrepreneurial peers, you would probably say that you don’t have time to think about anything other than the inner workings of your business if pressed with these questions.  Yet with what’s happening in today’s markets, you can’t afford not to spend considerable time thinking about those outside influences.

As an investment banking firm, Tullius Partners has worked with small, medium and large businesses, mostly in the capacity of facilitating merger, acquisition and sale transactions, for over 25 years.  In that span, we’ve been involved in several hundred transactions.  And without question, the single largest factor in determining the success of an owner’s investment in their company is the timing at which they made various moves over the life of the business.  Yet most business owners today do not appreciate the significance to which the element of timing matters.  And considering that we are presently in the midst of a strong “seller’s” market overlapping many industries, the failure to do just that is a costly mistake that, unfortunately, many business owners will make.    

So when is the right to capitalize on the value of your business?  One of the first things to realize is that you’ll never know when the absolute best time to sell is.  Like predicting the future, nobody can do that without some element of speculation.  I can tell you, however, that I have witnessed people so paralyzed by trying to ensure that they sell at that exact perfect moment, when all of the proverbial stars are aligned, and as a result of that paralysis, they miss the “window of opportunity”.  When it’s all said and done, and with the benefit of hindsight, there are some sellers that will say had they waited a few more months or years, they could have fielded more for their business.  And perhaps they’re right.  But in nearly every case, the amount a seller “leaves on the table” is much less when they sell too early than it is when they sell too late.        

Too often, company owners are driven to sell because they’re either ready to do something else and “move on” or they lack the necessary resources to further grow their business.  While these are certainly valid and understandable reasons, they aren’t motives that generally put people in a position of negotiating strength.  Business owners tend to have one thing in common amongst them and that is the desire to sell their business at the highest price.  How can you give yourself the best chance of doing just that?  As with most any other goal, it starts with a plan.

Some people do get lucky.  And yes, sometimes those people never had a plan.  But that’s an awful excuse for not having one.  You may still get lucky even though you have a plan.  But without a plan, your ability to capture success is left to only luck.  A good motto is to always be prepared to sell your business, yet operate with the mindset that it will be yours forever.  To that end, you should plan a course for your business that will culminate with an exit strategy.  It’s not important that you set an exact date at which you will exit (in fact you should not set an exact date), but rather that you identify a range of time, say within a two or three year horizon.  As part of your plan, consider what you want your business to do for you and thus what factors you would like to drive the eventual sale of your company.  Is it an amount of money, a certain age, the size of the business, or a combination of these and other factors?  Once these factors are identified, you need to determine what it’s going to take to get the business to where you need it to reach whatever milestones are important to you.

When developing your plan, make sure you think about what’s going on in your market, your industry and the world economic markets.  Force yourself to take an objective look at what’s happening in these areas, talk to other people and speculate on what certain trends could lead to in the timeframe of your exit strategy.  Too many business owners operate as if the value of their company is and will be strictly a function of its internal condition.  So emotionally tied to their business, they fail to appreciate that however unfortunate it may be, a company’s value is very much dependent upon outside conditions, largely beyond their control.  As a result, they plan for selling their business when they think its value will be high, as measured by internal performance, with little if any consideration to the external forces.

Finally, make it a prerequisite that you be prepared to call an audible and change on the fly if necessary.  By proactively heeding this advice, you will in fact position your company such that you are able to take advantage of those special opportunities that come along so infrequently.  Because remember, timing is everything!       

  Lance R.  Tullius  is a principle with Tullius Partners, an investment banking  firm that specializes in providing merger and acquisition, corporate finance  and financial advisory services to middle market companies.   For more information, visit the firm’s website at www.tullius.com, call at (503) 236-9955.

Should you Acquire the Services of a CPA or Attorney?

These are two professionals that I personally would not be in business without. I count on both to keep me straight legally. When it comes to taxes I want the security of knowing my numbers all add up and the digits are going in the right places. And an attorney to make sure my “I’s are dotted and “t’s crossed or to handle any legal issues that may unexpectedly arise.

Large corporations will often have them on staff. But for a small business owner or someone looking to buy or start up a business you will need to acquire their services.

They are both crucial in the buying and selling of a business for auditing books, valuation of the business and of course closing. In this process I would suggest hiring your own and not sharing these services with the buyer/seller of the business. You will want someone that has your best interest in mind.

When I was looking at starting Venture Point I really had no one that I could ask on where to find an attorney versed on e-commerce businesses. The few people that I did approach didn’t even know what an e-commerce business was much less understand what I was trying to do. I looked in the yellow pages with no success. So like most of my research I went on the internet. Here I was able to find an attorney with e-commerce knowledge; however I found it interesting that there were only a couple actually listed in my state. I’m not sure if it was because of lack of advertising or because e-commerce businesses grew so quickly that the legal profession has had to swim diligently to catch up.

This is what prompted me to add “professional services” to the Venture Point website. Venture Point does not advise on accounting or legal issues. The intention of this website is to be a resource. And based on the questions that Venturepointonline.com receives through e-mails this is a much needed service.

So back to the question, “should you acquire the services of a CPA or Attorney?” There services can be costly, but more costly to you in the long run without them. Not a risk I’m willing to take.

The following is an excellent article on how to hire a business attorney;

http://smallbusiness.aol.com/manage/managing/article/_a/how-to-hire-an-attorney/20051213183309990009

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