Legal guide for starting and running a small business 8th edition by attorney fred s steingold

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Eighth edition Legal Guide for Starting & Running a Small Business by Attorney Fred S Steingold edited by Ilona Bray always up to date The law changes, but Nolo is always on top of it! We offer several ways to make sure you and your Nolo products are always up to date: Nolo’s Legal Updater We’ll send you an email whenever a new edition of your book is published! Sign up at Updates @ Check to find recent changes in the law that affect the current edition of your book Nolo Customer Service To make sure that this edition of the book is the most recent one, call us at 800-728-3555 and ask one of our friendly customer service representatives Or find out at NOLO please note We believe accurate and current legal information should help you solve many of your own legal problems on a cost-efficient basis But this text is not a substitute for personalized advice from a knowledgeable lawyer If you want the help of a trained professional, consult an attorney licensed to practice in your state NOLO Eighth edition Legal Guide for Starting & Running a Small Business by Attorney Fred S Steingold edited by Ilona Bray EIGHTH EDITION Editor Illustration Book Design Cover Design Production Proofreading Index Printing MARCH 2005 ILONA BRAY MARI STEIN TERRI HEARSH SUSAN PUTNEY SARAH HINMAN ROBERT WELLS MICHAEL FERREIRA DELTA PRINTING SOLUTIONS, INC Steingold, Fred Legal guide for starting & running a small business / by Fred S Steingold ; edited by Ilona Bray 8th ed p cm Includes index ISBN 1-4133-0177-0 Small business Law and legislation United States Popular works Business enterprises Law and legislation United States Popular works I Title: Legal guide for starting and running a small business II Bray, Ilona M., 1962- III.Title KF1659.Z9S76 2005 346.73’0652—dc22 2004065486 Copyright © 1992, 1995, 1997, 1998, 1999, 2001, 2003, and 2005 by Fred Steingold All rights reserved Printed in U.S.A No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording, or otherwise without the prior written permission of the publisher and the author For information on bulk purchases or corporate premium sales, please contact the Special Sales Department For academic sales or textbook adoptions, ask for Academic Sales Call 800-955-4775 or write to Nolo, 950 Parker Street, Berkeley, CA 94710 ACKNOWLEDGMENTS Special thanks to Nolo Publisher Jake Warner—the cheerful perfectionist whose ideas infuse every page of this book—and to Nolo Editor Mary Randolph, who deftly whipped the early manuscripts into final shape Thanks, too, to the rest of the remarkable Nolo family for their invaluable contributions—especially Steve Elias, Robin Leonard, Barbara Hodovan, Jackie Mancuso, Tony Mancuso, Barbara Kate Repa, Beth Laurence, and Ilona Bray In addition to the folks at Nolo, these other professionals generously shared their expertise to make this book possible: • Attorneys Charles Borgsdorf, Larry Ferguson, Sandra Hazlett, Peter Long, Michael Malley, Robert Stevenson, Nancy Welber, and Warren Widmayer • Certified Public Accountants Mark Hartley and Lonnie Loy • Insurance Specialists James Libs, Mike Mansel, and Dave Tiedgen Finally, thanks to my small business clients, who are a constant source of knowledge and inspiration Table of Contents INTRODUCTION A Is This Book for You? I/2 B How This Book Will Help I/3 C Nonlegal Matters to Attend To I/6 CHAPTER Which Legal Form Is Best for Your Business? A Sole Proprietorships 1/4 B Partnerships 1/7 C Corporations 1/11 D Limited Liability Companies 1/21 E Choosing Between a Corporation and an LLC 1/23 F Special Structures for Special Situations 1/26 CHAPTER Structuring a Partnership Agreement A Why You Need a Written Agreement 2/2 B An Overview of Your Partnership Agreement 2/3 C Changes in Your Partnership 2/13 CHAPTER Creating a Corporation A The Structure of a Corporation 3/2 B Financing Your Corporation 3/5 C Compensating Yourself 3/6 D Do You Need a Lawyer to Incorporate? 3/7 E Overview of Incorporation Procedures 3/8 F Twelve Basic Steps to Incorporate 3/8 G After You Incorporate 3/17 H Safe Business Practices for Your Corporation 3/17 CHAPTER Creating a Limited Liability Company A Number of Members Required 4/2 B Management of an LLC 4/3 C Financing an LLC 4/3 D Compensating Members 4/5 E Choosing a Name 4/6 F Paperwork for Setting Up an LLC 4/7 G After You Form Your LLC 4/11 H Safe Business Practices for Your LLC 4/13 CHAPTER Preparing for Ownership Changes With a Buy-Sell Agreement A Major Benefits of Adopting a Buy-Sell Agreement 5/3 B Where to Put Your Buy-Sell Provisions 5/7 C When to Create a Buy-Sell Agreement 5/8 CHAPTER Naming Your Business and Products A Business Names: An Overview 6/4 B Mandatory Name Procedures 6/7 C Trademarks and Service Marks 6/10 D Strong and Weak Trademarks 6/11 E How to Protect Your Trademark 6/12 F Name Searches 6/13 CHAPTER Licenses and Permits A Federal Registrations and Licenses 7/3 B State Requirements 7/4 C Regional Requirements 7/6 D Local Requirements 7/7 E How to Deal With Local Building and Zoning Officials 7/9 CHAPTER Tax Basics for the Small Business A Employer Identification Number 8/2 B Becoming an S Corporation 8/6 C Business Taxes in General 8/7 D Business Deductions 8/14 E Tax Audits 8/19 CHAPTER Raising Money for Your Business A Two Types of Outside Financing 9/3 B Thirteen Common Sources of Money 9/8 C Document All Money You Receive 9/15 INDEX/12 LEGAL GUIDE FOR STARTING & RUNNING A SMALL BUSINESS extending credit to, 19/7 fringe benefits, 1/5–7, 1/10, 1/18 investment partnerships, 1/10 as lawsuit parties, 23/8 loans by/to partners, 2/4, 2/7 personal liability, 1/8–9, 21/2–3, 21/16 profit/loss distribution, 2/6 right and responsibilities of partners, 1/9–10 signatures, 20/15 tax year, 8/4 taxation, 1/10, 2/5, 8/8 valuation of partners’ shares, 2/10–11 Partnership agreements, 2/2–13 amending, 2/13 authority of partners, 2/7 business name, 2/3, 2/12, 6/9 buy-sell provisions, 1/9–10, 5/8 confidentiality of, 2/3 continuity of partnership, 2/11–12 departure of partner, 1/9–10, 2/10–12 dispute resolution, 2/12–13 management responsibilities, 2/8 noncompetition provisions, 2/9, 2/12 oral, 1/8, 1/10, 2/2 partner compensation, 2/5–7 partner contributions, 2/4–5 purpose of partnership, 2/4 term of partnership, 2/3 written, 1/8, 1/10, 2/2 Passive income, 3/21, 4/15 Passive investors, 1/10, 9/6–8, 9/17–18 limited partnerships, 1/26–27 LLCs, 4/3–4 payroll tax liability, 8/11 Passive losses, 1/10, 8/8 Pass-through taxation, 1/2, 1/5, 1/22, 4/2 Patents, 10/13, 11/13 Pay See Compensation “Payment in full” checks, 18/8, 19/11 Payments from customers See also Credit sales cash, 18/2 checks, 18/4–8 credit cards, 18/2–4 late payment charges, 19/3–4, 19/8 Payroll services, 8/12 Payroll software, 8/10 Payroll taxes See also Self-employment taxes bankruptcy and, 1/13, 21/20–21 credit card payment of, 21/5 deductibility of, 8/16 depositing, 8/11–12, 21/5, 21/20 federal income tax withholding (FIT), 8/10 federal unemployment taxes (FUTA), 8/11 personal liability for, 1/13, 8/11, 21/5, 21/20–21 Social Security and Medicare taxes (FICA), 1/25, 7/5, 8/10–11 spouse employees, 1/6 statutory employees, 15/40 unemployment taxes (FUTA), 8/11, 15/33 withholding for, 7/5, 8/10, 8/16, 15/34 PCs See Professional corporations (PCs) PDA See Pregnancy Discrimination Act (PDA) Percentage leases, 13/9, 13/18 Performance reviews, employees, 15/23 Permits See Licenses and permits Personal assets See also Asset(s) bankruptcy exemption, 21/22 loan/debt security using, 9/5, 9/16–17, 21/4, 21/14, 21/22 protecting, 21/2–7, 21/14 Personal finances, separate from business finances, 3/20, 4/14, 8/18 Personal guarantees See also Guarantee(s); Warranties from businesses as customers, 19/7 corporate contracts, 20/7, 20/16 financially troubled businesses, 21/14 leases, 13/6 loans to corporations/LLCs, 1/11–12, 3/20, 4/14, 21/3 when buying a business, 10/22 Personal holding company penalties, 3/21, 4/15 Personal injuries, liability for, 1/8, 12/8–9, 15/35, 17/14, 21/4–5 See also Workers’ compensation insurance Personal liability See also Liability Chapter bankruptcy, 21/16 corporations, 1/11–13, 3/17–19, 9/6–7, 20/15, 21/16 of equity investors, 9/6–7 financially troubled businesses, 21/14 limited partnerships, 1/26, 9/7 LLCs, 1/21, 4/13, 9/6–7, 21/16 LLPs, 1/27, 1/29–30 partnerships, 1/8–9, 21/2–3, 21/16 for payroll taxes, 1/13, 8/11, 21/5, 21/20–21 PLLCs, 1/29 professionals, 1/28–30 sole proprietorships, 1/4–5, 21/16 Personal service corporations, 1/28, 3/21, 8/4, 8/8 Pizza Hut, customer satisfaction policy, 16/5 PLLCs See Professional limited liability companies (PLLCs) Polygraph tests, 15/12 Preferential payments to creditors, 21/7, 21/15 Pregnancy Discrimination Act (PDA), 15/25 Pre-incorporation agreements, 3/8 Prepayment penalties, 9/5 Pricing, retail, 17/4–5 Privacy policy, Web content directed at children, 17/16 Privacy rights, 15/3, 15/7, 15/19 Product franchises, 11/3 Product liability, 10/6, 17/13 Product liability insurance, 12/9–10, 14/9 INDEX/13 Professional corporations (PCs), 1/2–3, 1/27–28 Professional limited liability companies (PLLCs), 1/2–3, 1/29, 4/9 Professional service businesses, 19/2–3 Profit, “3-of-5” test, 8/16 Profit/loss distribution corporations, 1/23 See also Dividends LLCs, 1/23, 4/5–6 partnerships, 2/6 S corporations, 1/23 Promissory notes, 9/3 buying a business, 10/19–20, 10/25 loans to corporations, 3/16 samples, 9/15–17 stock issued in return for, 3/5, 3/16 Promoters, 3/3 See also Incorporators Property See also Personal assets; Real estate attachment of, 23/12 as contribution to partnership, 2/5 transfer of, for stock in corporation, 3/5 Property insurance, 12/4–8, 12/14, 12/17, 13/13 Property taxes, 7/7, 13/9, 13/16 Punitive damages, 12/9, 17/15 Purchase price allocation, 10/7, 10/17–18, 10/25, 10/27 R Rain checks, 17/16, 20/5 Real estate See also Lease(s); Property business structure and, 1/24 checking title, when buying a business, 10/12 contracts, 20/7, 20/16, 20/20 improvements to, and leases, 13/10–12 leased to corporation, 3/6 loan security using, 9/17, 21/4, 21/23 property insurance, 12/4–8, 12/14, 12/17, 13/13 property taxes, 7/7, 13/9, 13/16 Recordkeeping corporations, 3/16, 3/19–20 equity investments, 9/17–18 gifts, 9/15 home-based businesses, 14/10, 14/12 LLCs, 4/16 loans, 9/15–17 sole proprietorships, 1/7 storing contracts, 20/17 Reference checks credit applicants, 19/7 job applicants, 15/4, 15/7, 15/12, 15/20–21 Refunds mail order sales, 17/9 retail sales, 16/5–6, 17/8, 17/13 Registered agent, 3/11, 4/8 Registered limited liability partnerships (RLLPs), 1/30 Relatives, as source of start-up funds, 9/11–12 Renewal options, leases, 13/8 Rent calculation of, 13/6–7, 13/9–10, 13/18 withholding, 13/17–18, 13/20 Rental agreements, 13/3–4 See also Lease(s) Renter’s insurance, 12/8, 12/17, 13/13 Reorganizing a business See Chapter 11 bankruptcy; Chapter 12 bankruptcy; Chapter 13 bankruptcy Replacement cost coverage, 12/7 Rescission of contracts, 17/6–8, 20/6, 20/21 Resident agent, 3/11, 4/8 Retained earnings, 1/5 Retainers, 19/2–3, 24/5 Retention letters, 19/3 Retirement plans corporations, 1/19 general partnerships, 1/5, 1/10 sole proprietorships, 1/5 start-up funds obtained from, 9/10–11 Return and repair policies, 16/6, 17/17 Revised Uniform Partnership Act (RUPA), 1/8, 2/2 Right of first refusal, 2/10, 5/3, 13/17 Right to force a sale provision, sales agreements, 5/5 RLLPs See Registered limited liability partnerships (RLLPs) Royalties, franchises, 11/17 S S corporations advantages and disadvantages, 1/3 fringe benefits, 1/18, 3/7 LLCs vs., 1/25 profit/loss distribution, 1/23 self-employment tax and, 1/25, 4/6 tax status election as, 1/14, 3/4, 3/17, 8/6–7 tax year, 3/17, 8/4 taxation, 1/13–15, 1/17, 1/25, 8/7–8 terminating status as, 8/7 SAEGIS, 6/15 Safety and health issues, 7/5, 12/15–16, 15/29–30 Salary, as source of start-up funds, 9/8 See also Compensation Sales agreements for buying a business, 10/6, 10/16–24 for selling a business, 10/27–28 Sales taxes, 7/5 Satisfaction of judgment forms, small claims court, 23/12 Savings, as source of start-up funds, 9/9–11 SBA See Small Business Administration (SBA) Section 179 deductions, 8/15 Secured creditors, 19/9–10, 21/16–17, 21/19–22 Secured loans, 9/5, 9/16–17, 20/16, 21/4 Securities and Exchange Commission (SEC), 1/20, 7/4 Securities laws corporations, 3/2, 3/7, 3/15, 9/8 INDEX/14 LEGAL GUIDE FOR STARTING & RUNNING A SMALL BUSINESS limited partnerships, 9/8 LLCs, 4/3–4 Security agreements, when buying a business, 10/19, 10/25, 10/28 Security deposits, leases, 13/10 Self-employment taxes, 1/25, 4/6, 8/12–13 Self-insurance, 12/2, 12/10, 12/16, 15/30 Selling a business, 10/25–28 corporations, 1/20, 10/26–28 financially troubled businesses, 21/13–15 franchises, 11/7 LLCs, 4/4, 4/9, 10/27 sales agreement, 10/27–28 sellers retained as consultants, 10/18, 10/24, 10/28 Separate property, 21/4 Service businesses contracts, 20/13 credit policies, 19/2–3 warranties, 17/9 Service marks, 6/2, 6/10–11 See also Trademark(s) Services as partnership contribution, 2/5 stock issued in return for, 3/5 Set-dollar valuation method, 2/11 Settlements, 22/2–3, 22/9, 23/6, 23/11 Sexual harassment, 15/23–24 Sexual orientation discrimination, 15/25–26 Shareholder(s) annual meeting, 3/3, 3/13, 3/19 consenting to sale of corporate assets, 10/6 corporate role of, 3/3–4 income taxes, 1/5, 1/13, 1/15–16 loans to corporation, 3/6–7 profit/loss distribution, 1/23 See also Dividends Shareholder representation letters, 3/15–16 Shareholders’ agreements, 5/7 Shopping center leases, 13/9, 13/18–19 Signatures See also Co-signers corporate officers, 3/20, 20/15–16 leases, 13/5–6 LLC members/managers, 4/14, 20/15 partnerships, 20/15 for receipt of goods or services, 19/8 sales contracts, 20/9, 20/15–16 sole proprietors, 20/15 Signs, 7/9, 13/15 Skills tests, 15/11 Small Business Administration (SBA), 9/13–14, 11/3, 24/9 Small business consultants, 21/9, 21/10 Small business offices, Appendix A Small claims court, 23/2–13 amount you can sue for, 22/9, 23/4–5 appeals, 23/12 bad check cases, 18/7 collecting judgment, 23/7–8, 23/12–13 as collection option, 19/14 counterclaims, 23/11 deciding whom to sue, 23/8 defending yourself in, 23/11 filing complaint, 23/9 judgments, 23/7–8, 23/11, 23/12–13 no-show defendants/plaintiffs, 23/10–11 out-of-state defendants, 23/6 preliminary work, 23/6–8 preparing for, 23/9–10 presenting your case, 23/10–11 representation, 23/2–3 satisfaction of judgment forms, 23/12 serving papers, 23/9 Social Security benefits, 1/6 Social Security taxes (FICA), 1/25, 7/5, 8/10–11 See also Payroll taxes; Self-employment taxes Sole proprietorships, 1/2, 1/4–7 advantages and disadvantages, 1/3 bankruptcy, 21/16, 21/18 business names, 1/4, 6/9 buying a business from, 10/4–5 death of owner, 1/20 EINs for, 7/3–4, 8/2 equity investors, 9/17–18 extending credit to, 19/7 fringe benefits, 1/5–7, 1/18 as lawsuit parties, 23/8 license requirements, 1/4 personal liability, 1/4–5, 21/16 recordkeeping, 1/7 signatures, 20/15 spouses and, 1/5, 1/6–7 tax year, 8/4 taxation, 1/4–5, 8/7 Song-Beverly Consumer Warranty Act (California), 17/11 Specific performance remedy, 20/20–21 Spouses community property laws, 9/6, 21/3–4 co-owning businesses, 1/5, 1/22, 5/4 co-signing loans, 9/5–6, 21/3 hiring, 1/6–7 as LLC members in Massachusetts, 1/22, 1/24 Standard mileage rate, 8/19 Start-up funds See Financing State courts, 22/8–9 State employment audits, 15/41 State laws advertising regulations, 17/3–4 anti-discrimination, 15/23, 15/25–26 bad checks, 18/6 billing disputes, 19/8–9 bulk sales laws, 3/16–17, 4/12, 10/6, 10/21 INDEX/15 community property, 9/6, 21/3–4 contract regulations, 20/7–8, 20/12 customer identification requirements, 18/3, 18/5 debt collection, 19/14 door-to-door sales, 17/8 drug and alcohol testing, 15/12–19 homestead exemption, 21/4, 23/12 incorporation, 3/16–17 independent contractors, 15/40 minimum wages, 15/26–27 notice requirements, leases, 13/5 “payment in full” checks, 18/8 refund statutes, 17/8 researching, 24/7–10 small claims court limits, 23/5 usury laws, 9/3–4 warranties, 17/11, 17/13 State small business offices, Appendix A State taxes, 3/11, 7/5, 8/2 State websites, 3/11 Statute of Frauds, 20/7 Statutory employees, 15/40 Stock asset purchases vs stock purchases, 10/5–8, 10/26–27 classes of, 1/19, 1/23 dividends, 1/15–16, 1/23–24, 3/7 issuing of, when incorporating, 3/5, 3/15–16 purchasing of, when buying a business, 10/7–8, 10/11 selling to outside investors, 1/19, 3/2 Stock certificates, 1/19, 3/15–16, 5/7, 10/28 Stock options, 1/19, 1/24 Stop payment on checks, 18/8 Straight bankruptcy See Chapter bankruptcy Straight-line depreciation, 8/15 Strict liability, 17/15 Subletting, 13/13–14 Subrogation, 12/17, 13/13 Successor liability, 10/6 T “Tail coverage,” insurance, 10/7 Tax(es)/taxation, 8/2–22 See also Income taxes; Payroll taxes; Self-employment taxes audits, 1/6, 8/18–22, 14/12 C corporations, 8/8–9 corporations, 1/5, 1/13, 1/15–19, 1/24, 3/6, 3/21, 8/7 double, 1/15–16, 1/24, 3/7 Employer Identification Numbers (EINs), 7/3–5, 8/2–6 entity, 1/5 estate, 9/12, 9/15 excise, 8/7 financially troubled businesses, 21/5, 21/12 gift, 9/12, 9/15 independent contractors, 7/5 LLCs, 1/22, 1/25, 4/2, 4/4, 4/6, 4/12, 8/7, 8/9, 8/13 local, 7/7 manufacturing businesses, 8/9 partnerships, 1/10, 2/5, 8/8 pass-through, 1/2, 1/5, 1/22, 4/2 professional corporations, 1/28 property, 7/7, 13/9, 13/16 retained earnings, 1/5 S corporations, 1/13–15, 1/17, 1/25, 3/4, 3/17, 8/6–8 sales, 7/5 sole proprietorships, 1/4, 1/5, 8/7 sources of information, 8/2 state, 7/5, 8/2 unemployment taxes, federal (FUTA), 8/11, 15/33 when buying a business, 10/5, 10/13 Tax deductions business expenses, 8/14–19 business use of home, 14/10–12 depreciation, 8/14–15, 8/19, 10/7, 10/18 fringe benefit expenses, 1/17–18, 8/17 losses, 1/4, 1/10, 1/13–15 manufacturing businesses, 8/9 Tax forms See IRS forms Tax rates federal corporate income tax, 8/8 FICA (Social Security and Medicare taxes), 8/10 FUTA (federal unemployment taxes), 8/11 self-employment taxes, 8/12–13 Tax registrations federal, 7/3–4 state, 7/5 Tax years, 3/17, 8/4 Tax-exempt status, 1/3, 1/30 Temporary restraining orders (TROs), 20/20, 22/10–11 Tenants anchor, in shopping centers, 13/18 authority to sign lease on behalf of, 13/6 improvements by, 13/7, 13/11–12 landlord-tenant disputes, 13/15–16, 13/19–21 renter’s insurance, 12/8, 12/17, 13/13 Terminating employees, 15/4, 15/23, 15/31–32 Terrorism Risk Insurance Act, 12/5–6 TESS (Trademark Electronic Search Service) database, 6/14–15 Testifying in court, 22/11–12 Testing of job applicants/employees, 15/11–19 Theft by employees, 12/12, 15/12 preventing, 13/16 Theft insurance, 12/5, 12/12–13 Thomas Legislative Information, 24/9 Thomson & Thomson, 6/15 “3-of-5” test, 8/16 Till tap, 23/12 INDEX/16 LEGAL GUIDE FOR STARTING & RUNNING A SMALL BUSINESS Title insurance, 10/12 Title VII, Civil Rights Act, 15/23 Toxic waste, 7/6, 10/14, 12/9 Trade associations, 10/4 Trade names, 6/2 See also Business names Trade secrets, 10/13, 11/13, 15/5, 15/40 Trade shows, selling at, 17/6 Trademark(s) See also Business names business names as, 3/9, 4/7, 6/2, 6/3 of business you’re buying, 10/13 elements of, 6/10–11 franchises, 11/12–13 name searches, 6/2, 6/3, 6/6, 6/13–16 protecting of, 6/12–13 registering, 6/2, 6/6, 6/10 strong and weak, 6/11–12 terminology, 6/2 Trademark symbols, 6/12 Training wages, 15/26 Travel expenses, deductibility of, 8/17–18 Triple net leases, 13/9 TROs See Temporary restraining orders (TROs) Trust funds, as source of start-up funds, 9/9 Trustees, bankruptcy, 21/19–20 Truth in Lending Act, 19/4, 19/8 U UCC See Uniform Commercial Code (UCC) Unemployment compensation, 10/12, 15/33 Unemployment taxes, federal (FUTA), 8/11, 15/33 Unfair competition law, 6/12 Uniform Building Code, 7/8 Uniform Commercial Code (UCC), 18/5, 19/10 Form UCC-1 (Financing Statement), 9/17, 10/12 researching, 20/10 warranties and, 17/9, 17/12–13 written contracts, 20/8–10 Uniform Franchise Offering Circular, 11/9–15 Uniform Partnership Act (UPA), 1/8–9, 2/2 Unsecured creditors, 19/10, 21/16–17, 21/19–21 U.S Arbitration and Mediation, 22/5, 22/7 U.S Citizenship & Immigration Services, 15/22 U.S Department of Labor, 15/26–27 U.S Patent and Trademark Office, 6/14 U.S Treasury Department, Bureau of Alcohol, Tobacco and Firearms, 7/4 Usury laws, 9/3–4, 10/20 Utilities costs of, and leases, 13/9, 13/16 financially troubled businesses, 21/8 V Valuation methods of, 2/10–11, 5/6–7 multipliers, 2/11, 10/10 when buying a business, 10/9–11 when selling a business, 10/26 Variances, 7/9–10, 10/14, 14/5 Vehicle expenses, 8/18–19 Vehicle insurance, 12/10, 14/9 Venture capitalists, 4/4, 9/14 W Wages, employee, 8/16–17, 15/26–29 See also Compensation Waivers of subrogation, 12/17, 13/13 Warranties, 17/9–15 See also Guarantee(s); Personal guarantees breaches of, 17/13–15, 20/6 contract clauses, 20/11 to customers of business you’re buying, 10/12 express, 17/9, 17/10–12, 17/14 implied, 17/9, 17/12–14 online sales, 17/17 in sales agreements, 10/21–23, 10/28 Waste disposal, 7/6–7, 7/9, 10/14, 12/9 Water usage, 7/6–7 Websites domain name selection, 6/5 selling on, 1/20, 17/16–18 Weiss Inc., 12/4 Withholding taxes, 7/5, 8/10, 8/16, 15/34 See also Payroll taxes Witnesses contracts, 20/16 expert, 22/12, 23/10 small claims court, 23/10 Work hours, calculating, 15/28–29 Workers’ compensation insurance, 7/5, 10/12, 12/10–12, 14/9, 15/30–31 Workouts (financially troubled businesses), 21/9–13 Write-offs, 8/15 Z Zoning ordinances, 7/9 business you’re buying and, 10/14 dealing with officials, 7/9–11, 14/5–6 home-based businesses, 14/2–7 leases and, 13/12 signs, 7/9, 13/15 variances from, 7/9–10, 10/14, 14/5 ■ CATA L O G more from Nolo PRICE CODE BUSINESS Buy-Sell Agreement Handbook: Plan Ahead for Changes in the Ownership of Your Business (Book w/CD-ROM) $49.99 BSAG The CA Nonprofit Corporation Kit (Binder w/CD-ROM) $59.95 CNP Consultant & Independent Contractor Agreements (Book w/CD-ROM) $29.99 CICA The Corporate Minutes Book (Book w/CD-ROM) $69.99 CORMI Create Yor Own Employee Handbook $49.99 EMHA Dealing With Problem Employees $44.99 PROBM Drive a Modest Car & 16 Other Keys to Small Business Success $24.99 DRIV The Employer’s Legal Handbook $39.99 EMPL Everyday Employment Law $29.99 ELBA Federal Employment Laws $49.99 FELW Form Your Own Limited Liability Company (Book w/CD-ROM) $44.99 LIAB Hiring Independent Contractors: The Employer’s Legal Guide (Book w/CD-ROM) $34.99 HICI How to Create a Noncompete Agreement $44.95 NOCMP How to Form a California Professional Corporation (Book w/CD-ROM) $59.95 PROF How to Form a Nonprofit Corporation (Book w/CD-ROM)—National Edition $44.99 NNP How to Form a Nonprofit Corporation in California (Book w/CD-ROM) $44.99 NON How to Form Your Own California Corporation (Binder w/CD-ROM) $59.99 CACI How to Form Your Own California Corporation (Book w/CD-ROM) $34.99 CCOR How to Get Your Business on the Web $29.99 WEBS How to Write a Business Plan $34.99 SBS Incorporate Your Business $49.95 NIBS The Independent Paralegal’s Handbook $29.95 PARA Leasing Space for Your Small Business $34.95 LESP Prices subject to change O R D E R H O U R S A D AY @ w w w n o l o c o m Call 800-728-3555 • Mail or fax the order form in this book PRICE CODE Legal Guide for Starting & Running a Small Business $34.99 RUNS Legal Forms for Starting & Running a Small Business (Book w/CD-ROM) $29.99 RUNS2 Marketing Without Advertising $24.00 MWAD Music Law (Book w/CD-ROM) $34.99 ML Nolo’s Guide to Social Security Disability $29.99 QSS Nolo’s Quick LLC $24.99 LLCQ Nondisclosure Agreements $39.95 NAG The Small Business Start-up Kit (Book w/CD-ROM) $29.99 SMBU The Small Business Start-up Kit for California (Book w/CD-ROM) $34.99 OPEN The Partnership Book: How to Write a Partnership Agreement (Book w/CD-ROM) $39.99 PART Sexual Harassment on the Job $24.95 HARS Starting & Running a Successful Newsletter or Magazine $29.99 MAG Take Charge of Your Workers’ Compensation Claim $34.99 WORK Tax Savvy for Small Business $36.99 SAVVY Working for Yourself: Law & Taxes for the Self-Employed $39.99 WAGE Your Crafts Business: A Legal Guide $26.99 VART Your Limited Liability Company: An Operating Manual (Book w/CD-ROM) $49.99 LOP Your Rights in the Workplace $29.99 YRW CONSUMER How to Win Your Personal Injury Claim $29.99 PICL Nolo’s Encyclopedia of Everyday Law $29.99 EVL Nolo’s Guide to California Law $24.95 CLAW Trouble-Free Travel And What to Do When Things Go Wrong $14.95 TRAV ESTATE PLANNING & PROBATE Ways to Avoid Probate $19.99 PRO8 Ways to Avoid Estate Taxes $29.95 ESTX O R D E R H O U R S A D AY @ w w w n o l o c o m Call 800-728-3555 • Mail or fax the order form in this book PRICE CODE Estate Planning Basics $21.99 ESPN How to Probate an Estate in California $49.99 PAE Make Your Own Living Trust (Book w/CD-ROM) $39.99 LITR Nolo’s Simple Will Book (Book w/CD-ROM) $36.99 SWIL Plan Your Estate $44.99 NEST Quick & Legal Will Book $16.99 QUIC FAMILY MATTERS Child Custody: Building Parenting Agreements That Work $29.99 CUST The Complete IEP Guide $24.99 IEP Divorce & Money: How to Make the Best Financial Decisions During Divorce $34.99 DIMO Do Your Own California Adoption: Nolo’s Guide for Stepparents and Domestic Partners (Book w/CD-ROM) $34.99 ADOP Get a Life: You Don’t Need a Million to Retire Well $24.99 LIFE The Guardianship Book for California $39.99 GB A Legal Guide for Lesbian and Gay Couples $29.99 LG Living Together: A Legal Guide (Book w/CD-ROM) $34.99 LTK Medical Directives and Powers of Attorney in California $19.99 CPOA Using Divorce Mediation: Save Your Money & Your Sanity $29.95 UDMD GOING TO COURT Beat Your Ticket: Go To Court and Win! 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Use for P.O Boxes, Northern California and Ground Service * Order by noon Pacific Time and get your order in business days Orders placed Allow 1-2 weeks for delivery U.S addresses only after noon Pacific Time will arrive in business days P.O boxes and S.F Bay Area use basic shipping Alaska and Hawaii use 2nd Day Air or Priority Mail For faster service, use your credit card and our toll-free numbers Call our customer service group Monday thru Friday 7am to 7pm PST Phone Fax Mail 1-800-728-3555 1-800-645-0895 Nolo 950 Parker St Berkeley, CA 94710 h Order 24 hours a day @ ABOUT THE AUTHOR Fred S Steingold practices law in Ann Arbor, Michigan He represents and advises many small businesses He is the author of Legal Forms for Starting & Running a Small Business (Nolo), The Employer's Legal Handbook (Nolo), a bible for small business owners, and coauthor of Leasing Space for Your Small Business (Nolo) His monthly column, The Legal Advisor, is carried by more than 30 trade publications around the country ... sources (For more tax basics, see Chapter 8.) Legal Forms for Starting & Running a Small Business contains a checklist for starting a sole proprietorship A Sole Proprietorships The simplest form... treats your personal liability for business debts For example, can business creditors or lawsuit plaintiffs seize your house and personal bank accounts if the business falls on hard times? And. .. business Shirley is WHICH LEGAL FORM IS BEST FOR YOUR BUSINESS? personally liable to the injured pedestrian This means the pedestrian can go after all of Shirley s assets, business and personal
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Xem thêm: Legal guide for starting and running a small business 8th edition by attorney fred s steingold , Legal guide for starting and running a small business 8th edition by attorney fred s steingold , B. How This Book Will Help, C. Nonlegal Matters to Attend To, E. Choosing Between a Corporation and an LLC, F. Special Structures for Special Situations, B. An Overview of Your Partnership Agreement, C. Changes in Your Partnership, A. The Structure of a Corporation, F. Twelve Basic Steps to Incorporate, H. Safe Business Practices for Your Corporation, B. Management of an LLC, F. Paperwork for Setting Up an LLC, H. Safe Business Practices for Your LLC, A. Major Benefits of Adopting a Buy-Sell Agreement, C. When to Create a Buy-Sell Agreement, A. Business Names: An Overview, E. How to Protect Your Trademark, A. Federal Registrations and Licenses, E. How to Deal With Local Building and Zoning Officials, C. Business Taxes in General, A. Two Types of Outside Financing, B. Thirteen Common Sources of Money, C. Document All Money You Receive, B. What’s the Structure of the Business You Want to Buy?, C. Gathering Information About a Business, F. Letter of Intent to Purchase, B. The Downsides of Franchise Ownership, D. The Uniform Franchise Offering Circular, F. Resolving Disputes With Your Franchisor, A. Working With an Insurance Agent, E. Saving Money on Insurance, C. Short-Term Leases (Month-to-Month Rentals), J. When You Need Professional Help, B. Private Land Use Restrictions, D. Deducting Expenses for Business Use of Your Home, G. Investigating Job Application Information, L. Occupational Safety and Health, B. Telling Customers About Your Policies, B. Retail Pricing and Return Practices, E. Dealing With Customers Online, Cash, Credit Cards, and Checks, A. The Practical Side of Extending Credit, C. Becoming a Secured Creditor, D. Must a Contract Be in Writing?, F. The Formalities of Getting a Contract Signed, H. What Can You Sue For?, A. Thinking Ahead to Protect Your Personal Assets, B. Managing the Financially Troubled Business, C. Seeking an Objective Analysis, E. Selling or Closing the Business, F. Handling Your Small Claims Court Lawsuit, H. Appealing Small Claims Decisions, A. How to Find the Right Lawyer, C. Problems With Your Lawyer

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