When a new business decides to incorporate there are some things to decide early in the process. One of the issues a company needs to consider is whether or not to file an entity as an S corporation as opposed to a standard C corporation. There is really no difference between the two business entities as far as asset protection or estate planning goes, but there’s a huge difference in the way the two corporations are taxed.
The Difference Between C Corporations and S Corporations
C corporations are the publicly traded companies you see everyday on Wall Street such as Microsoft, Intel, or Apple. The defining feature of a C corporation is that they are taxed at the corporate level. A lot of small businesses don’t want to be taxed like this; they would rather be taxed at the owner or shareholder level. When businesses choose to be taxed at the owner level this classifies them as an S corporation. The main difference is how the owners want the profits and losses to be taxed. If they want the taxes to stay with the business then a C corporation is the appropriate choice and if they want to be taxed at the owner level then an S corporation classification is proper.
Both classifications offer limited liability protection, so shareholders are typically not personally responsible for company debts or liabilities. Both have shareholders, directors and officers. Shareholders are the owners of the company and elect the board of directors, who in turn oversee and direct corporation affairs and decision-making but are not responsible for day-to-day operations. The directors elect the officers to manage daily business affairs.
The big disadvantage to C-corp taxation is that distributions of profits, known as dividends, are subject to double taxation. In other words, the corporation is taxed once on its income, and then the shareholders are taxed upon any dividends they receive.
The Advantages of an S Corporation
It is important to know whether a company qualifies to make the S corporation selection. To be eligible to choose an S corporation the company must be domestic, not have more than 100 individual shareholders, shareholders must be U.S. residents, and certain business types like financial institutions are not allowed to use this classification. The main advantage of S corporations is that they are not subject to the standard corporate tax rate and may pass self-employment tax breaks to its members. Generally, S corporations are not subject to federal income tax other than tax on certain capital gains and passive income, S-corps are treated the same way as a partnership in the fact that taxes are not paid at the corporate level. Profits or losses of S corporations are passed directly to the shareholders as income, similar to that of a partnership, so there is no issue of double taxation because there is no tax liability on corporate income. Because the corporate profits pass through the business to shareholders income, shareholders can be taxed on money they did not receive. This could occur if the company elected to retain some of the profits and use it as working capital. On the plus side, the IRS allows S corporations to make additional distributions of profits to shareholders tax-free. However, this cannot be used as a mechanism to avoid the income tax liability the officers of the company should incur for the work that they did during that tax year. In other words the IRS expects S corporations to pay out a reasonable salary to officers that are actively involved in the company’s operations.
S corporations combine the benefits of partnerships (single taxation) with the limited liability offered by corporations. C corporations, on the other hand, allow for more flexibility in the number and type of shareholders, as well as different classes of stock. Understanding the differences, advantages, and disadvantages are crucial when deciding to incorporate a business.
Divorces have many consequences, but they ideally should not disrupt the operations of what is otherwise a successful business. Hundreds of thousands of dollars can be at stake in a business, especially when factoring in employee salaries, vendor contracts, company equity, contributions to the local economy, and more.
To prevent disruptions, business owners might need to plan ahead for their divorce — as hard as that may be during a seemingly perfect marriage. You can start protecting your business from divorce by taking the following actions and by consulting with a Nevada business lawyer.
Keep Your Business and Family Life Indisputably Separate
This holds true no matter if you are married or not, but it becomes even more critical if you think you might have to split property with a spouse in the near future.
Put simply: there should be a hard line between your business and your personal finances. This distinction should be clear, which means that you avoid activities like co-mingling company resources and personal accounts. Instead, the company should have its own set of accounts and its own legal distinctions separate from you as an owner or your household at large.
Pay Yourself a Fair Salary
Another issue might arise when you try to “starve” your personal cash flow by paying minimal salary disbursements to yourself, while keeping most revenues hoarded within the company. While all of your income is subject to taxes, keeping money in the company that you intend to access for personal use later can be a recipe for disaster.
This particular situation is worsened by divorce. Your spouse could allege that money that should have been family income went to company assets instead. This could potentially motivate a judge to share those assets with the spouse.
Compromise by Giving Up Other Assets
If you truly value your business, you will be willing to sacrifice other things to hang onto it. Chances are good that your spouse contributed at least some value to the business either directly or indirectly. You should make sure you assess that value fairly, and consider offering some sort of property or assets in-kind.
Another option includes offering to buy out the ex-spouse’s share through regular ongoing payments, or selling a minority stake of what you own to employees or an investor.
Make Sure Your Business Is Valued Fairly
Some spouses may try to overvalue your business in order to squeeze as much out of you as possible. Use a court-appointed, neutral valuation expert to eliminate this possibility. It is important to have this information on-hand in order to fairly and adequately distribute assets in a company.
Hire a Nevada Business Lawyer When Protecting Your Business From Divorce
While a divorce attorney can help you with paperwork and property division in normal cases, you may need to supplement or replace their expertise with an experienced Nevada business lawyer; especially if your company is on the line. You can contact Connor & Connor today for a free case evaluation and to gain a better understanding of your options moving forward.
Many people do not think about land use law in their day-to-day activities, but a land use attorney can provide critical benefits during key times in your life. These services are especially beneficial to small business owners when they want to invest in a new property or adjust their operations. Other times, you may be facing legal challenges where comprehensive knowledge of land use law is the only way to defend your rights.
So make sure you make note of the following times you may need a Nevada land use and zoning lawyer to see how they could benefit you:
When You Want to Start a New Business or Modify Operations
Business owners require representation from a land use lawyer more often than anyone else. A business will engage in many activities, all of which have consequences in terms of the use of property where those activities take place.
For instance, a new neighborhood bakery will cook baked goods every morning, which creates minor amounts of fumes and smells within the area. They also typically have delivery trucks coming and going as well as vehicles bringing in foot traffic.
All of these activities must be legal usage of the property and in compliance with laws for the local area. Some neighborhoods may have laws against business-sourced cooking fumes within a certain number of feet or restrictions on which roads business traffic can travel.
A land use lawyer can check to see if your business activities can stay clear of such restrictions. If they will likely not, then a land use lawyer can help your business seek a permit or a variance to enable them. Many times, an attorney with knowledge in land use will come to a compromise with local regulators, such as putting up signage restricting business traffic from coming in a certain entrance.
All of these precautions prevent hefty fines or lawsuits, which run the risk of shutting down the business in extreme cases.
Property Transfer or Renovations
Residential land use typically involves less complex questions than business activities do, but that is not always the case.
Someone may wish to install a pool, add on an in-law suite, run a business out of their house or begin renting out rooms within their property, as a few examples. All of these activities could run outside the norms of residential land use and require approval from local officials or at least a confirmation as to their legality.
A zoning lawyer can clear up the more complex of these questions while smoothing the permitting process.
Land Use Lawsuits
Neighbors, HOAs (homeowners associations), governments and more can sometimes be so disapproving of prior land use that they file a lawsuit against the offending property owner.
If your business or residential activities are put in these crosshairs, you will likely need a lawyer familiar with Nevada land use and zoning laws. They can help determine your options in such instances and potentially reduce or negate the impact of legal action taken against you.
So, whether you are starting a business, curious about how you intend to use a residential property, or facing legal action for previous land use, a Nevada land use attorney can provide invaluable services.
Contact Connor & Connor today if you have any questions about land use or if you think you might need a legal representative.
Nevada law recognizes several types of business entities. Some of the most common are limited liability companies, corporations and partnerships. Each entity has certain advantages and disadvantages with regard to its formation, taxation and protections. Nevada also allows for the formation of nonprofit entities. Generally a nonprofit serves a charitable function, such as providing services to veterans or the elderly. Nonprofits offer many benefits for those who are engaging in such activities. The following is meant to provide a basic overview of the advantages and disadvantages to forming a nonprofit entity in Nevada. Read below and contact the attorneys at Connor & Connor to see how these differences could apply to your Nevada business.
Nonprofits generate revenue, just like any other business (should). They sell goods or provide services, pay employees and have overhead and expenses like any other business. However, because nonprofits generally serve a charitable function they are afforded certain tax exemptions that other businesses do not enjoy. However, nonprofits are also subject to certain restrictions that other business are not subject to. One major difference is that a nonprofit may not remunerate any shareholders or investors. Nonprofit businesses must retain any extra revenue earned in order to further their individual causes. In this vein, any exorbitant salaries or bonuses paid to employees may cause the non-profit business to lose this status and could result in harsh legal penalties.
As mentioned above, a nonprofit business will typically perform a public service. A few examples of such services are in areas such as religion, education, abuse prevention, science, public safety, the arts or charity. When a nonprofit realizes that it has accrued more revenue than its expenditure budget calls for, instead of distributing the extra amongst shareholders or investors, the nonprofit will reinvest into itself or the community it serves. Nonprofits are given certain tax-exempt statuses, as their primary concern is serving the community. The state and federal levels reward such behavior in their tax codes, by not holding them to the same standard as other companies. It is also important to note that state and federal regulations can vary dramatically from state to state.
Just like other types of businesses, there are also rules and regulations in place for a nonprofit business. The IRS strictly forbids campaigning for or against any political candidate or the endorsing of political candidates. This is to ensure that no political agenda is being funded in any way by federal grant money, regardless of how much the specific institution receives.
As far as lobbying goes, there are provisions for that. The IRS does allow for some lobbying, but “too much lobbying activity risks loss of tax-exempt status.” While this is a gray area, it does dispel the notion that a nonprofit business is not allowed to lobby at all. However, this is still a limited area for nonprofits, considering many major corporations in the United States spend billions of dollars every year while nonprofits are allowed only a small amount.
Connor & Connor, Business Law Attorneys
At Connor & Connor, we have a brilliant team of legal minds who specialize in Nevada business law. If you are interested in Nevada business laws and would like to know more about how a nonprofit business differs from other businesses, contact us today. We are here for all of your legal needs in the state of Nevada.
An often over-looked area of Nevada law is the formation of businesses. However, if you are looking to start a business in Nevada, it is important to know the difference between the types of business entities. Nevada recognizes several types of businesses, including S-Corporations, C-Corporations, and Limited Liability Companies. If this sounds like a foreign language, keep reading.
For starters, Nevada businesses can be either C-Corporations or S-Corporations registered through the Nevada Secretary of State. Don’t worry; neither of these options must be determined at the formation of the business. When you first charter your corporation, it will automatically be labeled a C-Corporation. If you take no action, it will remain at the C level. Your corporation becomes an S-Corporation in Nevada when you file a form with the IRS. The form, named Form 2553, can be filed at any time. The business can revert back to a C-Corporation by filing another request with the IRS, but then may not again change back to an S-Corporation for a minimum of 5 years.
As the designated default corporation, C-Corporations are formed after filing the appropriate forms with the Secretary of State. These required documents include the “Articles of Incorporation”, and includes other information such as the business name and the name of registered agents.
C-Corporations are often favored in that there is the ability to become a publicly traded business, essentially giving way to unlimited growth potential. The Corporation can grow as big as it needs to. However, perhaps the most important detail to keep in mind is a C-Corporation is treated as a separate entity. Since it is a separate entity, the Corporation itself is taxed, and the shareholders are privately taxed. This “double” taxation is the main reason many businesses choose to become an S-Corporation and can be important for liability protection.
In Nevada, an S-Corporation treats the corporation and the shareholders as two different entities. This means that instead of the corporation filing its own income tax return, the individual shareholders instead claim their share on personal tax returns. This individual tax return includes the corporations calculated profits and losses.
S-Corporations have generally the same registry requirements through the Secretary of State as C-Corporations. However, the two may differ in requirements regarding registered agents, employee compensation limitations, employee benefits, size, and the type of business activity allowed, to name a few. These seemingly minor differences between the two types of Nevada corporations can have major consequences. Therefore, you should consult with an attorney to ensure accurate filing and formation.
Limited Liability Companies
If your business does not seem to fit in one of the above categories, Nevada also recognizes the formation of Limited Liability Companies, commonly referred to as LLCs. As the name implies, an LLC provides limited liability and protection for the business owner, and personal assets are protected from legal action against the business (with some exceptions). Like a corporation in Nevada, you can create an LLC by filing the LLC Articles of Organization with the Secretary of State. The process may also require the business name (including the LLC language), business practice, and registered agents.
An LLC most resembles an S-Corporation in that an LLC includes the “pass through” taxation that an S-Corporation has. This means an LLC is also eligible to allow the partners to claim their profits and losses on an individual tax return rather than a corporate tax return. Unlike S or C-Corporations, the biggest disadvantage of an LLC is the limited growth potential. An LLC cannot sell shares or grow beyond its capacity. However, an LLC can transfer interest within the company instead.
Business formation in Nevada is a niche area of the law that requires time, effort, and an attention to detail. If you have any questions about Nevada’s business laws, please do not hesitate to contact Connor & Connor PLLC today. You may contact one of the attorneys through e-mail at firstname.lastname@example.org or by phone at (702) 750-9139, or visit www.connorpllc.com. You may also visit the firm’s Facebook page at https://www.facebook.com/ConnorConnorPllc or follow the firm on twitter at https://www.twitter.com/Connor_pllc
One of the biggest hurdles the aspiring entrepreneur faces is where to get the money to open a new business. Ideas, business plans and solid policies are only half the story. You need that ever elusive startup capital to get up and running in the first place. It can seem confusing and complex, but the truth is, thousands of people open businesses every year, and you can do it with the right approach. Learn these tips and advice to gain capital and get started funding a business so that you can open your doors with confidence.
Funding a Business
Funding a business is the trickiest part of getting started. It can seem like an arcane labyrinth with no real solutions. However, there are options out there. In fact, in this day and age, there are more options than ever before to gain funding for your small business!
Know Your Niche
No business is generalized. You have a target audience and a target sector in which your business fits. Know this niche inside and out. Whom are you trying to help? What is the service you are providing? Who out there does something similar? What makes you unique, and what do you have in common with others? This will help you not only find the right funding sources but to develop a quick “elevator pitch” that you can pull out at a moment’s notice.
Look for Grants
Grants are a great way to fund a small business. While the idea of a federal small business grant is, by and large, a myth, there are many institutes, charities and corporations out there who specifically fund small businesses via grants. To gain a grant you will need to fit strict requirements and be truly unique.
There are a lot of contests out there whose goal is to fund startups. Look at the popular television series Shark Tank, for example. Many of these contests are designed to let you use that elevator pitch you designed to convince venture capitalists to give you the money you need to get going.
Crowdfunding Is King
Crowdfunding came on the scene about a decade ago, give or take, and it has taken off like a cannon. It is an excellent way to find others who believe in your vision and are willing to kick in money to help you get going. Not only is crowdfunding a great way to gain funding for your business, but it also has the added benefit of being a ready-made marketing and advertising channel. If you do well in crowdfunding on Indiegogo or Kickstarter or any other platform, people will take notice!
Talk to Your Lawyer
Every new business needs an attorney, and talking with your attorney can uncover many avenues for funding you may not have considered. If you are still looking for legal representation for your new business, we can help. Look at our business law articles and get in touch with us for help and advice today!
There are two ways to start or grow your business. The first is to do it on your own from the ground up. The second is to buy an existing business. This carries many advantages, but there are also many pitfalls—you are buying the baggage along with the operations. However, what are the warning signs that your business deal might not be as solid as you had hoped? Learn these major red flags and warning signs when purchasing a business which indicate you may want to think twice before moving forward.
Purchasing a Business
Purchasing a business can be a great way for an aspiring entrepreneur to get up and running fast. You are getting a ready-made operation with a supply chain, customer base, staff and establishment all ready to go. All you need to do is step in and take over. However, how do you know that the business is solvent and a safe bet? Check for transparency, current climate and environment, equipment and facilities, seller interactions and tax issues.
Does the money match up? Are the books clear, easy to understand and is everything accounted for? Go through the accounting files and books with a fine-toothed comb and address any issues that do not seem to add up. Try to go back at least five years if you can. Anything that is not clear or transparent could be a red flag.
What factors have led to the sale of the company? Are there big-box competitors moving in which will make it a lot harder to stay solvent? Are there major future developments in the works? Is the landlord looking to double the rent due to perceived property value increases? Make sure that the climate for the business is and will remain stable before you buy.
Equipment and Facilities
Does the business have major issues with the facilities? Is the roof leaking and in need of repair? Is the equipment severely outdated or broken down? Is this investment going to cost you thousands in repairs as well as the sale of the business itself? If so, there might be a reason the prior owner could not afford the upkeep.
Make sure that the taxes and debts for the business are clean, clear and up to date. The last thing you want to deal with is a tax lien on your brand new business. Review the tax returns over the past half-decade to be sure that everything is solid. Remember, along with the business, you are taking on its debt.
How honest with you is the seller? Do they try to hide things in the records that are unclear? Do they practice transparency and honesty? This is vital. If they are not honest with you, then it is highly unlikely they were honest in other dealings.
If you need help with the purchase of a new business, a solid business law attorney can help. Read about our business law services, and call us to get a consultation today.
Few businesses are eternal. For the majority of them, there comes a time when the business has to be sold, management changes hands or the company otherwise comes to an end. It is vital, as a business owner, for you to have the right exit strategy to get out when the time comes. There are a number of options to end your business and each one requires its own unique approach. Here are some tips and strategies for selling a Nevada business or ending your small business and why a business law attorney is important.
Selling a Nevada Business
When it’s time to move on, some owners don’t want to go through the hassle of a gradual shift in management; they simply want to move on. Selling a Nevada business requires time and careful planning. You will need to put extra effort into the company to get it ready to sell.
Naturally you want the highest, best possible offers. This means making the company more valuable. You’ll want to get all of your records in order. Make sure you are and have been transparent in all dealings and work to build your customer base.
Ensure that your staff are dedicated and talented people who care about the success and future of the business. The harder they’re willing to work to make the company successful, the more it’ll be worth.
Look around for a good attorney and business broker who can represent your best interests and advise you on the right tactics. Get a professional valuation of the company so you know the fair market value. In short, you’re going to put more work into the sale than you did during your startup, but it’ll be worth it!
Plan of Succession
When you find the right buyer, you’ll want to develop a plan of succession. Simply signing on the dotted line and walking away is rarely advisable or even possible. You’ll want to train the new owner on your business procedures, methods, company culture and the like. Certainly they will make changes but it’s important for them to know the how and why of current operations.
Succession will probably take about a year, during which you’ll gradually turn over more and more control to the new owner while they ask questions and learn the ins and outs. Your assistance to them will be vital.
Hiring an Attorney
Having a business law attorney in your corner is vital to this process. There are lots of pitfalls that can arise in clearing up liens, making sure you are debt free and that there aren’t any unpleasant surprises in the transfer of business.
If you’re looking to sell your Nevada small business and need help or advice, we are ready to step in. Get in touch with us for more information about Nevada business law and a consultation on your needs today!
One thing that is essential to running a successful business is having a good attorney in your corner. Business law is tricky, complex and full of potential stumbling blocks. A lawyer is your best bet to navigating those oft-murky waters and building a successful operation. Here are three things that every business owner should be sure to discuss with their lawyer to protect their business and keep on the right track.
Hiring New Workers
Hiring new workers might seem at the outset like something that’s simple and straightforward. Nothing could be further from the truth. Simply asking the wrong question like “are you married?” at an interview can open you up to lawsuits for discrimination. You want to avoid any trouble while still getting the best employees.
Every business owner should develop a set of policies and procedures for how you handle reviewing resumes, interviewing and hiring. Your attorney is your best resource for making sure that these policies are above board and in compliance with laws like the Civil Rights Act, the Age Discrimination in Employment Act and Americans with Disabilities Act.
Discrimination and Harassment
Closely tied to your hiring practices are your policies and procedures involving how you deal with discrimination and harassment. The wrong comment in the workplace can be a nightmare of legal fees for an employer who doesn’t decisively deal with these issues. It’s a balancing act, however; you need to be sure that you don’t rack up discrimination charges while dealing with the same from the other side!
Every business needs to have an anti-harassment and anti-discrimination policy. This policy should be spelled out in your employee handbook. It should be concise, clear and thorough. Make sure that you work closely with your attorney to develop a policy that will protect not only your employees from unwanted advances, comments and acts in the workplace, but will protect you as well.
Advertising, Marketing and Business Law
Not everyone thinks of your marketing practices as something that your business law attorney needs to handle. There are, however, legal issues that come into your advertising efforts. If you make a claim that you can’t legitimately stand behind, you could end up with customer complaints, loss of business, and lawsuits. You can also run into problems if you improperly reference competitors or come too close to someone else’s trade dress.
When it comes to advertising, there are a lot of legalities to consider. Make sure you discuss your marketing plans with your attorney so they can closely review your ideas. This can save you from product liability, false advertising, defamation and other nasty legal problems down the road.
If you are starting or running a small business in Nevada and you need advice on the above or any other business law issue, we’re here to help. Check out our business law services and give us a call for more information today!