Ken Duong, Esq.and I will be conducting a small business legal workshop entitled “Free Legal Do’s and Don’ts for Small

Make Sure To Take A Lot Of Notes at the Free Legal Do's and Don't Small Business Workshop"

Business” at 6 PM, November 10, 2011 at the Wells Fargo Bank in Little Saigon, Westminster, California:

Wells Fargo Bank, 9550 Bolsa Ave., Westminster, CA

Head on over to the Facebook event page to RSVP or the Orange County Small Business Development Center or for more information please call (714) 564-5208.

Photo: graur codrin / FreeDigitalPhotos.net

Is your CA corporation suspended? Are you trying to figure out how to revive it?

He Is Shocked As Well That You Did Not File Your Statement of Information or Taxes

When a corporation is suspended, it’s either because 1) the corporation did not file its annual Statement of Information; 2) the corporation did not file its state taxes with the Franchise Tax Board; 0r 3) both.

Here are some steps to help you revive:

1). Check when the last statement of information was filed by using the CA Secretary of State’s website.

2). If it is not up to date, then file one right away. In a couple of days, you should receive a proposed letter of relief. That should tell you if there are any outstanding tax issues you need to resolved with the CA Secretary of State.

3). Resolve your tax issues, if any.

An active corporations rights, powers, and privileges can be suspended or forfeited if it is not up to date on the information or taxes. If you need assistance, please contact a business attorney to assist you.

You can find more information at the CA Secretary of State’s website here.

- Dan

farconville / FreeDigitalPhotos.net

Money Ning has a great blog post about how incorporating can save you money.

It is true that if you incorporate, there are some tax advantages that are available. You should consult your tax and/or legal

"Wait, Incorporating Can Save Me Money?"

professional if the move to incorporate is right for you as a whole.

If you are already incorporated and want to do an S-Corp election, again, you should consult your tax professional to see if that is the right move for you, because sometimes it’s not.

I had a client that was already incorporated for a few years and  heard all the good stuff about S-corps. I told him to consult his tax professional to review his finances to see if it would be beneficial for him. I followed up with him and the client said there would be no benefit to an S-Corp election in his case.

Sometimes, you can even make more money by being a legal entity.

- Dan

Image: Sujin Jetkasettakorn / FreeDigitalPhotos.net

Do you own a corporation with another shareholder? Are you or they an intricate part of day-to-day operations? If so, do you know what is going to happen if one of you can’t work anymore in the company?

Do you get along with their spouse? What would happen if the spouse suddenly became an officer in the company? Could you handle that?

Things like this are planned for in a buy/sell agreement, also known as a shareholder agreement or business succession planning. It’s like estate planning, but for your business.

If you haven’t done one yet, get it done soon. You don’t know what tomorrow will bring, so you need to be prepared, and you don’t want others cleaning up your mess.

I, too, love it when a (business succession plan) comes together:

Check-ch-check-check-check-ch-check it out
What-wha-what-what-what’s it all about

- Beastie Boys, Ch-Check It Out

My article entitled: Which Business Entity is Right For You? was recently

Which Business Entity is Right For You? Check out my article at OPEN Forum

published over at American Express’ OPEN Forum, a community for business owners.

Go check it out, “Recommend It”, “ReTweet” it, “Digg It”, “Share It” or whatever you whippersnappers do these days. But only if you really want to do it. Right now.

For you Beastie Boys Fans, here you go:

- Dan

An OPEN Forum Contributor (Cool, I can use that title now!)

Nujalee / FreeDigitalPhotos.net

I had lunch with fellow business attorney Gina Bongiovi from Las Vegas, Nevada, and we had a discussion about clients taking

Would You Take Biz Advice From Your Biz Attorney To Guide You?

business advice from their business attorneys. Some other professional services providers (e.g. business coach, CPAs) might say not to take our business advice; some business attorneys’ experience may be the opposite.

Would you take business advice from your business attorney? Why or why not?

Photo: cbenjasuwan / FreeDigitalPhotos.net

In my attempts to go green, shake my fists at oil companies, get exercise, and for an excuse to buy more bicycle products, I will

Don't Laugh At My Bike, It Doesn't Have the Bags Yet!

be biking to work this week.In trying to research for this post, I went looking for Bike to Work Day, Bike to Work Week, and Bike to Work Month. Apparently, each city or organization has different days of the month. So, I’m just going by what the League of American Bicyclists says on their website:

Bike Month: May

Bike to Work Week: May 16-20

Bike to Work Day: May 20

So I’m going to jump the gun and start biking this week. If you see me on the street, please don’t run me over.

I went to Adam Urbanki’s Attract Clients Like Crazy boot camp over the last four days where nearly all of the participants were entrepreneurs (go where my clients are, right?).

Mindset: Are You (and Your Lawyer) Stopping You From Innovating?

A reoccurring theme among the questions was that they didn’t want to do X because they didn’t know how, it wasn’t ready, etc etc. His answer? Go go freakin’ do it and tweak it as it goes. Momentum is a very important thing to success. I’ll admit, I stand I my way sometimes, sometimes twice because my lawyer personality and entrepreneur personality stand in line.

As lawyers, we constantly battle with our clients because we are in the business of managing risks. Remember the #1 reason why entrepreneurs hate lawyers? Because we are deal killers (well, not me – at least not all the time). Well, entrepreneurs must also manage risk, and at the end of the day, take the legal advice to make a business decision based on risk.

At least I understand you better when I kill your deal

anankkml / FreeDigitalPhotos.net

I recently wrote about naming restrictions from the CA Secretary of State on Podiatry Corporations.

Fictitious Name Permits and Fictitious Business Name for Medical and Podiatry Corporations

If there is a business name that you like that doesn’t meet the naming requirements, there are some ways to be able to use the name that you want. In the last post, I gave the example of Podiatrist  John Doe  wanting to use ABC FOOT CORPORATION for his podiatry corporation. Based on my experience, John Doe wouldn’t be able to register that name. What can he do then?

Register a Fictitious Name with the Medical Board of California

The California Medical Board of California requires that:

If you are a licensed physician and surgeon, or podiatrist, practicing under a fictitious, false or assumed name in any public communication, advertisement, sign or announcement. Example: “Sunrise Medical Group.”

So you wouldn’t need a fictitious name permit:

If only the name or surname (last name) of the physician or podiatrist is used, followed by Medical Doctor, M.D., Podiatrist, Doctor of Podiatric Medicine, D.P.M., Medical Corporation, Medical Corp., Podiatry Corporation, Podiatry Corp., Professional Corporation, Prof. Corp., Corporation, Corp., Incorporated or Inc. Examples: “John Doe Medical Corporation” or “John Doe, M.D. Inc.” would not require a fictitious name permit as long as John Doe matches the legal name on the physician’s medical license.

Further, there are specific naming requirements:

The proposed name cannot be misleading, deceptive, confusing, or similar to a previously issued name. A doctor of podiatric medicine must include the designation (word) “podiatric,” “podiatry,” “podiatrist,” “foot” or “ankle.” (Title 16, Division 13.9, Section 1399.688(b) of the California Code of Regulations.)

So if you’re set on the name ABC FOOT, and can live without the CORPORATION at the end, you can register ABC FOOT (so long as it meet the registration requirements).

But Wait, There’s More!

Some counties may requires that businesses that operate under a name that is different from their legal name be required to file a Ficticious Business Name (FBN). In Orange County, a FBN for a corporation is

. . . . is a name not stated in the Articles of Incorporation.

So, in our example, if DOE PODIATRY CORPORATION wants to do business as (“d/b/a”) as ABC FOOT, then it would have to file a Ficticious Business Name with the local county authorities.

The Bottom Line

So for a podiatry (and medical corporation, more or less), in order to use a name that is different from the one in the Articles of Incorporation, the corporation must file for a Fictitious Name Permit with the Medical Board of California and possibly a Fictitious Business Name with their local county’s office.

Hope the information has been useful! Cheers  -Dan

PHOTO: photostock / FreeDigitalPhotos.net

I was recently at a meeting with some attorneys, and the topic was finances for our law firms. The finance guys said that there was an increase in audits for schedule C filers. Logically, then one should consider creating a corporation for their law firm (because they don’t file taxes on Schedule C), at least in part to reduce the chance of audits, right?

Audits Rising For Small Businesses

I had read a lot articles which also said that audits for Schedule C filers had gone up, as well as S-Corp tax returns (Form 1120 S), and so when saw my tax pro, and he confirmed not only that audits on Schedule C filers are on the rise, but for small businesses across the board, including LLCs and S-Corps.  So I asked, as far as reducing the risk of an audit, would there be any benefit to creating an entity (corporation or LLC)?

“No.”

So what is a Small Business or Self Employed Business? The IRS website says:

. . . . . individuals that are fully or partially self-employed, and businesses, including corporations and partnerships, with assets less than or equal to $10 million.

Back in April 2010, Business Insider published an article noting that small businesses are being audited more than big business.

Make sure keep your books in order and have a good tax pro! Or just have assets over $10 million, what ever works. Dan (Not tax advice).