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Evaluating a Business to Purchase - 16 Questions to Ask When Buying a Business
(0) Evaluating a Business to Purchase - 16 Questions to Ask When Buying a Business

Are you thinking of buying an existing business? There are number of issues you should consider.Get the answers to the following 16 questions during your due diligence review. The answers will help you to determine whether the business is a sound investment.

An Incorporation Checklist for U.S. Corporations
(0) An Incorporation Checklist for U.S. Corporations

If you're planning to incorporate a company in the United States, this checklist will help guide you through the process by outlining the information and documents you will need. Although each state has its own procedures, the basics of incorporating a company are much the same throughout the country.

Information Required Prior to Filing the Incorporation Application

  • Reserve the proposed name of the corporation and any additional trade names under which the corporation will be doing business. This may entail additional documentation and filing fees to register those trade names.
  • Determine who the directors and corporate officers (or if an LLC, the members and managers) will be.
  • Discuss with your business partners (if any) and your legal counsel if any special provisions will be included in the articles or in the company bylaws / operating agreement.
  • Ensure that any compliance, licensing or regulatory requirements for the corporation’s business are met.

Documents to be Prepared

  • Articles of Incorporation or Organization (depending if a corporation or LLC)
  • Certificate of Disclosure
  • Bylaws or operating agreement (depending on the type of entity)
  • Shareholders Agreement
  • Minutes of Organizational Meeting
  • Subscription for Shares of Stock
  • Application for Employer Identification Number / Federal Tax ID
  • Corporate Minute Book
  • Stock Transfer Ledger
  • Stock Certificates

Once the documents are prepared, you can file them with the Secretary of State. Most states have an online filing option.

Roles to be Filled Before Incorporation

  • Accountants
  • Legal counsel
  • Registered agent
  • Bank, trust company, other financial institution(s)
  • Investment broker and financial advisors (if required or desired)
  • Insurance company (life, office contents, commercial general liability, etc)
  • Auditors (if required or desired)

Things to Do Following Incorporation

  • Hold an organizational meeting to issue shares, appoint the directors and officers, set the company's fiscal year end, and adopt the bylaws.
  • Apply for a federal EIN (employer identification number).

Other Matters to Consider

  • Determine whether the corporation needs to obtain a sales tax license.
  • Decide whether the corporation qualifies for Sub-chapter “S” status.
  • Review the statutes governing corporations to determine what the regular reporting requirements are, and be sure the dates are properly diarized for preparing and filing the appropriate documents.
  • Order corporate seal.
  • Get information on the “piercing the corporate veil” rules.
  • Get information on state, federal and municipal laws, rules and regulations that apply to the corporation’s business (environmental, tax, import/export, etc).
  • Learn how to properly dissolve / liquidate a corporation.

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Ending a Partnership - How to Remain Friends After the Break-up
(0) Ending a Partnership - How to Remain Friends After the Break-up

It all started so well. You went into business with a friend or colleague, and for awhile everything was great. But as time went on you realized it wasn't working. Now you want to dissolve the partnership but you're worried it will ruin your friendship. You need to find a way out of the business relationship that doesn't leave you hating each other at the end of the process.

Sounds a lot like ending a marriage, doesn't it? And the fallout of terminating the relationship can be just as acrimonious as a failed marriage. But there are steps you can take to make the transition less painful for both of you.

1. Put everything in writing.

Hopefully you had the foresight to draw up a Partnership Agreement at the outset. A well written Partnership Agreement will cover how the parties are to proceed if the relationship is terminated, how profits and losses will be allocated and assets distributed, and an option for one partner to carry on the business if the other wants to withdraw. But if you didn't formalize the partnership in writing at startup, you can still formalize the breakup with a Partnership Dissolution Agreement.

2. Play nice.

It's never wise in business to burn your bridges, so keep a smile on your face, mind your manners, and treat your soon-to-be-ex-partner as you would like to be treated. The more civil you can be during your break-up negotiations, the smoother the transition will be. And it will make your mother proud.

3. Seek professional advice and input.

Your lawyer and your accountant should both be involved in the process. After all, that's why you hired them - to give you advice. They're the experts when it comes to the tax and legal implications of dissolving a partnership. They have no emotional attachment to the business, which is a distinct advantage because all breakups - professional as well as personal - are fraught with emotion for the parties involved. You should also hold a formal partners meeting to discuss the dissolution and have an outside third party present to take notes of the proceedings. The presence of outsiders often helps to allow cooler heads to prevail.

4. Be reasonable.

Don't be greedy and don't make unreasonable demands. Try to come up with an exit plan that works for everyone. Put the emotions aside (see points #2 and #3 above) and negotiate in good faith.

5. Keep the lines of communication open.

You would never have gone into partnership with these people unless you felt that your respective skills and talents meshed well. As mentioned above, never burn bridges if you can avoid it. The day may come when you need to call on the skills of an ex-partner for a project, so staying on good terms is essential. So long as you can keep talking, you can work your way through the bad feelings and get to a better place where you both feel more comfortable.

6. End it quickly.

Forget the long drawn-out drama and just cut to the chase as quickly as possible. That way you can all get on with your respective careers in a more positive and productive environment.

Image by A Different Perspective from Pixabay

How to Sell Your Goods on Consignment
(0) How to Sell Your Goods on Consignment

Artists, artisans, vendors, crafters, home businesses and small manufacturers often find that selling their wares through traditional channels can be too difficult and too expensive. Selling goods on consignment, whether online or through a bricks-and-mortar storefront, can be a workable alternative that costs very little, and gives them an opportunity to obtain exposure for their work in several locations and sell goods through more than one dealer.

Does Your Business Have a Marketing Plan? It Should.
(0) Does Your Business Have a Marketing Plan? It Should.

The success of your business is dependent in large part on how well you market it. That is why it is vitally important to develop a solid, workable marketing plan for your business. An overview of your marketing plan should be included in your business plan as well, so potential investors and lenders can review your marketing strategy.

Do Your Plans for a Home Business Comply with the Laws in Your Area?
(0) Do Your Plans for a Home Business Comply with the Laws in Your Area?

Are you thinking of starting a home business? Do you know whether you can do so legally in the neighborhood you live in? Before you invest a lot of money in inventory, supplies and equipment, make sure that your ability to operate your business will not be impacted by zoning laws, bylaws, or restrictions imposed by the local Home Owners Association. If you live in a condo, or if you rent, there may be further limitations imposed by the condominium association or by your lease.

Tips For a Successful Business Lunch Meeting
(0) Tips For a Successful Business Lunch Meeting

Power lunches are an important part of most executives' weekly schedule. But if you've never arranged a business lunch before, it can be a little intimidating. Here are some easy tips which will help you plan a successful business lunch, and hopefully pave the way to a successful transaction.

What You Need to Know When Starting Up a Home Business
(0) What You Need to Know When Starting Up a Home Business

Whether you're hoping to generate extra income in addition to a regular job to help make ends meet, or you want to fulfill some entrepreneurial goals, starting your own home business can help you meet those goals. But home businesses can also offer many challenges. Follow these 18 tips from successful home business owners to help increase your chances of reaching profitability without spending every waking moment and every last dollar to get there.

Have you considered starting a home business? It's not as difficult as you may think.
(0) Have you considered starting a home business? It's not as difficult as you may think.

Many people are choosing to start their own businesses these days. Whether they are people who don't want to spend most of their waking hours commuting to and from work, parents of young children who want a more flexible work environment, or retirees who have decided to get back into the mainstream, there are plenty of opportunities for those folks who are considering starting up a home-based business.

If you've ever thought about starting your own home business, there's no time like the present. But what sort of business should it be? How do you get started? How do you find potential customers? Let's go over the essential steps you should follow in order to answer those questions and help you in your decision-making process.

1. Go with what you know.

Almost everyone has skills, knowledge, experience and assets that could be channeled into a marketable home-based business. For instance, if you own a truck or have access to a trailer, you could start a junk hauling or recycling pick-up service. An accountant with space for an office has all the tools they need for a successful home business. There are many types of businesses that can be run from your home. Just to name a few:

2. Do some market research.

Do you know who your target customers are? How large is the potential market within your geographical area? You will need to answer those questions before you invest a lot of time and money into the venture. Find out how many people in your area would be interested in your proposed product or service. Talk to the people in your neighborhood, take several informal surveys over a period of one to three months to determine what percentage of your area would be willing to pay for your product or service. Make the survey simple - just a few key questions. For example:

  1. What is the likelihood that you would have a need for _________________ (your product or service) in the next 12 months?
  2. Is this a product / service that you would be willing to pay for?
  3. How much would you be willing to pay for this product / service?
  4. How often would you have a need for this product / service?
  5. Would you be more likely to buy it if this product / service was available in your neighborhood?

3. Prepare a business plan.

A business plan is an essential component of the process. It gives you a means to clarify what your business proposition is and how you plan to grow your business, set out your mission statement and goals, and convince potential lenders and investors why they should have confidence in its potential. It is a vital tool for obtaining financing, especially if you require a start-up loan for equipment and supplies.

Your business plan should include:

  • estimated start-up costs,
  • an advertising and marketing strategy,
  • production costs and procedures,
  • sales strategy,
  • a summary of your work history, skills, resources and strengths as a manager of your own business,
  • a breakdown of how your time will be allocated between the home business and the other demands on your time (regular job, family requirements, etc).

Too often, enthusiastic and ambitious entrepreneurs jump into an extra income project and suddenly find that the costs are too high, and the time requirements more than they can meet. It pays to lay it all out on paper before you get involved. The clearer the vision you have of the project before you start, the better your chances for success.

4. Promote, promote, promote.

  • Get the word out wherever and however you can. Look for as many free or low-cost ways to advertise as possible.
  • Give out discount cards, BOGOs, first-time customer specials.
  • Get your website up and running asap. Ensure that customers can place orders / book appointments / ask for quotes easily and seamlessly.
  • Set up a targeted local online ad campaign. If you've never done this before, hire an SEO consultant to help you.
  • If you have printed materials such as business cards, flyers, etc., make sure they're professional looking and memorable.

5. Be prepared to tough it out for the first 6 months.

Regardless of what type of business you start, you should have enough capital available to sustain the business through the first six months of operation. Do not count on receiving or spending any business income for yourself or your bills during that start-up phase. All revenues obtained in the first 6 months should be reinvested into the business in order to reach your planned Year 1 projections. After that initial 6-month period you can set up a small monthly salary for yourself.

Don't expect instant success. "If you build it, they will come" only happens in the movies.

Image by SnapwireSnaps from Pixabay

What You Need to Know Before You Enter Into a Joint Venture
(0) What You Need to Know Before You Enter Into a Joint Venture

The advantages of joint venturing

Joint ventures are much more common in today's business world as companies strive to gain access to new world markets and improve their profit margins in the face of increasing costs and the need to comply with rapidly changing laws and regulations.

Joint ventures, also referred to as "business alliances", "strategic alliances" or "corporate partnering", offer an attractive alternative to the traditional method of doing business, and there are numerous advantages to co-venturing. For instance:

  • A successful joint venture can offer a company access to much broader markets, distribution networks, specialized technology and personnel, while at the same time sharing the costs and the risks with the other parties to the venture.
  • Projects that are too large for one company to undertake can be taken on by several firms acting together.
  • A group of smaller competitors can band together in a joint venture to keep afloat in a market that is dominated by one giant company who owns most of the market share.
  • A foreign company might form a joint venture with an existing company in a market that the foreign company wants to enter, such as China. The foreign entity typically provides new technologies, processes and products to the joint venture, while the Chinese company would provide an existing business and customer base, experience operating in the local industry climate, a knowledge of local markets, and compliance with applicable governmental requirements.

What are the main aspects of a joint venture?

A joint venture is basically a short-term partnering arrangement in which the parties involved jointly undertake a project for mutual profit. Similar to a partnership, a joint venture can involve any type of business transaction or project, and the parties may be individuals, companies or other types of entities or organizations.

The co-venturers share the costs and the risks, as well as any gains and benefits, and each of them contribute money, property, effort and/or know-how to the joint venture. The participants in a joint venture each retain ownership of their individual property, which is returned to them at the conclusion of the venture.

The parties may decide to enter into a contractual arrangement to cooperate with each other (a contractual joint venture), or they may decide that it's more advantageous to incorporate a separate company to carry out the project (an incorporated joint venture). The life span of a joint venture is typically the life of the project for which it was created, although the co-venturers may determine that the joint venture should carry on for an additional period of time, as required by the nature of the business / project.

The laws governing joint ventures differ from country to country. For example, in the U.S. joint ventures are governed by state partnership and commercial transactions laws. In Canada, there are no specific laws governing joint ventures, and the joint ventures are governed by the written contract between the parties. Therefore having a written Joint Venture Agreement is of paramount importance. If the joint venture is incorporated, with the co-venturers as shareholders, the legal status of the venture is governed by the law governing corporations in the jurisdiction in which it was incorporated. It is important to note there have been court decisions where shareholders in a corporate joint venture have been deemed partners.

Managing risk in a joint venture

Like any other business opportunity, joint ventures have their own inherent risks. This is particularly true when you're expanding into a new market or into another part of the world. Before you decide to venture into a foreign market be sure that everyone on your team is well aware of the local laws and the cultural differences, customs, holidays, and social taboos. Be clear on what the purpose of the joint venture is and how your business would contribute to and benefit from the venture. What would be required of you, and what would your expectations be? What contributions would you be expected to make in terms of money, property, resources, and expertise?

Foreign joint ventures are subject to international trade laws and to local laws governing commercial transactions, labour, and consumer rights. Tax laws also differ from country to country, and you should be fully aware of what these laws are in the countries you're moving into. It's also critical to know whether there are restrictions on the amount of investment or capital distribution that foreign entities are allowed to make. Can you freely move money into and out of the business, or are there limits imposed by law? Many problems can be avoided if everyone involved is very clear on the joint venture's goals and objectives and has a good understanding of how those goals are to be accomplished. A well-researched business plan for the venture must be developed with a full analysis of the aims and objectives. Everyone involved should be well acquainted with the business plan and how it will be implemented. All of the participants must also agree on how the venture will be managed and what each party's role will be in that regard. These points should be clearly spelled out in the Joint Venture Agreement.

How to choose the right co-venturers

Choosing the right partner in a joint venture is essential to your success. You want a partner that can supply resources, property, assets, and/or know-how that complement your business. As with any other business relationship, you will want to check out all potential partners before deciding to embark on a joint venture. Do thorough due diligence, and be sure to search online as well - on the principals as well as the company (if applicable). A Google search can bring up a wealth of information, comments, feedback, personal experiences - favourable and unfavourable - that can help you form a fairly accurate overall picture of the other partners.

Putting together a Joint Venture Agreement

Once you have prepared a draft of your agreement, review it with your co-venturer(s) and legal counsel prior to signing it. At a minimum the joint venture agreement should include the following:

  • The purpose, organization and structure of the joint venture.
  • How the venture is to be financed.
  • Each party's initial and ongoing contributions to the venture (whether capital, skills, equipment, property, know-how, expertise, etc.). Each co-venturer's contribution to the project should be of equal value.
  • A procedure for parties to make future contributions.
  • The participant's right to participate in the control and management of the joint venture.
  • Each venturer's responsibilities with respect to handling day-to-day operations.
  • Interest of the co-venturers in the products / proceeds of the venture.
  • How profits and losses will be allocated.
  • A procedure for a co-venture to sell or transfer its interest to another party, as well as a process for admitting new members.
  • A procedure for holding meetings and a method of voting at those meetings.
  • A marketing plan.
  • Restrictions (if any) on venturers' activities external to the venture.
  • What events are triggered by a default by a participant.
  • Proprietary rights in property and assets.
  • Liability and indemnity of co-venturers.
  • How and under what circumstances the venture will be terminated.

Image by Gerd Altmann from Pixabay