Legal Guide for Starting & Running a Small Business

by Steingold, Fred

• ISBN13: 9781413305135
• ISBN10: 141330513X
• Edition: 9th
• Format: Paperback
• Copyright: 2006-08-18
• Publisher: Nolo.Com

Summary

This plain-English book - the most comprehensive of its kind on the market - covers everything that small-business owners need to know. A perennial bestseller, the book covers:choosing a business structure-taxes and the IRS-employees and independent contractors-trademark and service marks-licenses and permits-leasing and improving commercial space-buying and selling a business and much more

Author Biography

Attorney Fred S. Steingold practices law in Ann Arbor, Michigan. An expert on small business law, he represents and advises many small businesses and frequently leads seminars on how to start and run small businesses. He is also the author of The Complete Guide to Buying a Business, The Complete Guide to Selling a Business, Legal Forms for Starting & Running a Small Business, and Employer's Legal Handbook, all published by Nolo.

Table of Contents

Introduction
Is This Book for You?	2	(1)
How This Book Will Help	3	(2)
Nonlegal Matters to Attend To	5	(9)
Which Legal Form Is Best for Your Business?
Sole Proprietorships	14	(3)
Partnerships	17	(3)
Corporations	20	(11)
Limited Liability Companies	31	(2)
Choosing Between a Corporation and an LLC	33	(3)
Special Structures for Special Situations	36	(8)
Structuring a Partnership Agreement
Why You Need a Written Agreement	44	(1)
An Overview of Your Partnership Agreement	45	(9)
Changes in Your Partnership	54	(4)
Creating a Corporation
The Structure of a Corporation	58	(3)
Financing Your Corporation	61	(1)
Compensating Yourself	62	(1)
Do You Need a Lawyer to Incorporate?	63	(1)
Overview of Incorporation Procedures	63	(1)
Twelve Basic Steps to Incorporate	64	(9)
After You Incorporate	73	(1)
Safe Business Practices for Your Corporation	73	(7)
Creating a Limited Liability Company
Number of Members Required	80	(1)
Management of an LLC	80	(1)
Financing an LLC	81	(2)
Compensating Members	83	(1)
Choosing a Name	84	(1)
Paperwork for Setting Up an LLC	85	(4)
After You Form Your LLC	89	(1)
Safe Business Practices for Your LLC	90	(7)
Preparing for Ownership Changes With a Buyout Agreement
Major Benefits of Adopting a Buyout Agreement	97	(3)
Where to Put Your Buyout Provisions	100	(2)
When to Create a Buyout Agreement	102	(4)
Naming Your Business and Products
Business Names: An Overview	106	(2)
Mandatory Name Procedures	108	(3)
Trademarks and Service Marks	111	(1)
Strong and Weak Trademarks	112	(1)
How to Protect Your Trademark	113	(1)
Name Searches	114	(7)
Licenses and Permits
Federal Registrations and Licenses	121	(1)
State Requirements	122	(2)
Regional Requirements	124	(1)
Local Requirements	124	(3)
How to Deal With Local Building and Zoning Officials	127	(3)
Tax Basics for the Small Business
Employer Identification Number	130	(4)
Becoming an S Corporation	134	(1)
Business Taxes in General	135	(6)
Business Deductions	141	(6)
Tax Audits	147	(6)
Raising Money for Your Business
Two Types of Outside Financing	153	(5)
Thirteen Common Sources of Money	158	(5)
Document All Money You Receive	163	(8)
Buying a Business
Finding a Business to Buy	171	(1)
What's the Structure of the Business You Want to Buy?	172	(4)
Gathering Information About a Business	176	(1)
Valuing the Business	177	(3)
Other Items to Investigate	180	(2)
Letter of Intent to Purchase	182	(2)
The Sales Agreement	184	(8)
The Closing	192	(1)
Selling a Business	193	(6)
Franchises: How Not to Get Burned
What Is a Franchise?	199	(1)
The Downsides of Franchise Ownership	200	(4)
Investigating a Franchise	204	(1)
The Uniform Franchise Offering Circular	205	(6)
The Franchise Agreement	211	(3)
Resolving Disputes With Your Franchisor	214	(2)
Insuring Your Business
Working With an Insurance Agent	216	(2)
Property Coverage	218	(4)
Liability Insurance	222	(4)
Other Insurance to Consider	226	(1)
Saving Money on Insurance	227	(3)
Making a Claim	230	(3)
Negotiating a Favorable Lease
Finding a Place	233	(1)
Leases and Rental Agreements: An Overview	233	(1)
Short-Term Leases (Month-to-Month Rentals)	234	(1)
Written Long-Term Leases	235	(12)
Additional Clauses to Consider	247	(1)
Shopping Center Leases	248	(1)
How to Modify a Lease	249	(1)
Landlord-Tenant Disputes	249	(1)
Getting Out of a Lease	250	(2)
When You Need Professional Help	252	(2)
Home-Based Business
Zoning Laws	254	(5)
Private Land Use Restrictions	259	(1)
Insurance	260	(1)
Deducting Expenses for Business Use of Your Home	261	(8)
Employees and Independent Contractors
Hiring Employees	269	(3)
Job Descriptions	272	(1)
Job Advertisements	273	(1)
Job Applications	273	(1)
Interviews	274	(1)
Testing	274	(12)
Investigating Job Application Information	286	(2)
Immigration Law Requirements	288	(1)
Personnel Practices	288	(1)
Illegal Discrimination	289	(2)
Wages and Hours	291	(4)
Occupational Safety and Health	295	(1)
Workers' Compensation	295	(1)
Termination of Employment	296	(2)
Unemployment Compensation	298	(1)
Independent Contractors	299	(12)
The Importance of Excellent Customer Relations
Developing Your Customer Satisfaction Policy	311	(2)
Telling Customers About Your Policies	313	(3)
Legal Requirements for Dealing With Customers
Advertising	316	(3)
Retail Pricing and Return Practices	319	(4)
Warranties	323	(6)
Consumer Protection Statutes	329	(1)
Dealing With Customers Online	329	(5)
Cash, Credit Cards, and Checks
Cash	334	(1)
Credit Cards	334	(2)
Checks	336	(6)
Extending Credit and Getting Paid
The Practical Side of Extending Credit	342	(5)
Laws That Regulate Consumer Credit	347	(2)
Becoming a Secured Creditor	349	(1)
Collection Problems	350	(3)
Collection Options	353	(4)
Put It in Writing: Small Business Contracts
What Makes a Valid Contract	357	(2)
Unfair or Illegal Contracts	359	(1)
Misrepresentation, Duress, or Mistake	359	(1)
Must a Contract Be in Writing?	360	(3)
Writing Business-to-Business Contracts	363	(3)
The Formalities of Getting a Contract Signed	366	(4)
Enforcing Contracts in Court	370	(1)
What Can You Sue For?	371	(5)
The Financially Troubled Business
Thinking Ahead to Protect Your Personal Assets	376	(3)
Managing the Financially Troubled Business	379	(3)
Seeking an Objective Analysis	382	(2)
Workouts	384	(3)
Selling or Closing the Business	387	(1)
Understanding Bankruptcy	388	(10)
Resolving Legal Disputes
Negotiating a Settlement	398	(1)
Understanding Mediation	399	(2)
Arbitration	401	(2)
Going to Court	403	(7)
Representing Yourself in Small Claims Court
Deciding Whether to Represent Yourself	410	(2)
Learning the Rules	412	(1)
Meeting the Jurisdictional Limits	412	(1)
Before You File Your Lawsuit	412	(3)
Figuring Out Whom to Sue	415	(1)
Handling Your Small Claims Court Lawsuit	416	(2)
Representing Yourself If You're the Defendant	418	(1)
Appealing Small Claims Decisions	418	(1)
Collecting Your Judgment	419	(3)
Lawyers and Legal Research
How to Find the Right Lawyer	422	(2)
Fees and Bills	424	(2)
Problems With Your Lawyer	426	(1)
Do-It-Yourself Legal Research	427	(4)
Appendixes
Checklist for Starting a Small Business	431	(6)
Federal Trade Commission Offices	437
Index