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Who Can Introduce To Me Which Seo Tool Is Good For Promote My Website?
Posted 23 April 2007 - 04:16 AM
Posted 23 April 2007 - 05:50 AM
and welcome to HR
(we're not "big" on "tools" around here)
Posted 24 April 2007 - 06:26 AM
I've heard good things about Web CEO, but thought a few of you long-seasoned pros could perhaps chime in. Any thoughts?
I know rank-checking software is "iffy" at best, and will always be a little hesitant to use it...but what about keyword phrase research software?
I'm very familiar with WordTracker, but how does Web CEO's tool compare? Does it?
Also, what about density software, competitor review software, etc.? Am I missing anything?
I need to justify a purchase to management, and would obviously much rather spend one amount that "does it all" so-to-speak, rather than buy one piece of software for this and another for that.
Any help would be much appreciated.
Posted 24 April 2007 - 07:15 AM
The bottom line is there is no formula that is going to cause every site to rank well. Since software can only work with formulas, at best they might be able to point out some deficiencies in the underlying code. But at the end of the day it's still going to take a real person making decisions and implementing changes to get the job done.
Posted 24 April 2007 - 08:21 AM
Posted 24 April 2007 - 08:33 AM
For what?
Posted 24 April 2007 - 08:33 AM
For example...let's say I'm optimizing for PHRASE A. Well, should I not do a search in Google and see, not only WHO is ranking well, but common characteristics as to WHY (density, proximity, links in, etc.)?
Then, my plan was, based on these results, planning my implementation strategy.
See what I mean?
Posted 24 April 2007 - 08:38 AM
You could if you want. But what makes you think that doing more of the same would get your site to rank well too?
If you work on making your site the best it can be and not worrying about what others may have done (who may or may not know what they're doing), you'll do much better over time.
Posted 24 April 2007 - 08:41 AM
because these "tools" will come up with a load of percentages that are of no value and have no meaning, and if you try 3 "tools" you will have 3 different sets of usually conflicting results.
Basing your work on what the "competition" have ALREADY done will always leave you playing catch up.
Posted 24 April 2007 - 08:44 AM
Thanks for the insight!
Posted 26 April 2007 - 10:13 AM
I just read Rachellee's forum thread from the newest High Ranking Newsletter and I too agree with this method of SEO. Yet, I have researched some SEO Tools and found that having web anaytics, seo reporting, and other tools (Back Linking analysis and site submission) all in one place, sounds like it would save time and be more convincing to my prospects? I am confused and need some direction on this?
Also if SEO tools are not a good direction, then what benchmarking reporting do you reccommend that I use to analyze how my websites are doing and that I can show my clients.
Posted 26 April 2007 - 01:52 PM
Posted 26 April 2007 - 05:34 PM
Posted 27 April 2007 - 07:08 PM
I know rank-checking software is "iffy" at best, and will always be a little hesitant to use it...but what about keyword phrase research software?
I'm very familiar with WordTracker, but how does Web CEO's tool compare? Does it?
I need to justify a purchase to management, and would obviously much rather spend one amount that "does it all" so-to-speak, rather than buy one piece of software for this and another for that.
Not exactly a "seasoned pro" but I would like to say how much I love my new WEB CEO software!!!
I have used it to send several different types of very professional looking reports with my company's logo and it looks so great that one of my clients has asked me to charge her monthly for the ranking reports.
Great tech support too.
I highly recommend it (but I do use another keyword research program called The Dowser to supplement) and you could do the same using Wordtracker or something else.
Posted 29 April 2007 - 02:01 PM
You still need to evaluate keyword focus and competitiveness, but some basic keyword research can save you from optimizing your site for keywords your customers never search for. I like (and have used) both WordTracker and Keyword Discovery. I believe Jill has recently endorsed Keyword Discovery.
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Grandcafe was inspired by neon lettering dating back to the fifties. The glasstubes made long loops neccessary so a whole set of new typefaces in neon-tubing developed. My version has a very elegant touch to it. I enjoyed doing this one.
Your elegant Gert Wiescher.
available in all of the styles:

subset: commoncrawl


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As the FAQ for this site notes:
Topics include financing, hiring employees, legal, marketing, sales, compensation plans, banking, payroll, benefits, and more.
There are a lot of different but interconnected aspects of a business and I'm struggling to get my head around them.
I'm a software developer by education and passion that is needing to transition to a more executive role in our small business. In the software world, we use "frameworks" to help us think through & solve complex problems. If I have to build a web application, I know that there are various components of that application that will need to be considered separately (front-end UI, forms, views, templates, data layer API, database, etc.), but they all need to interconnect at the end of the day. Thinking through a programming problem with my framework in view helps me to understand the problem more thoroughly and even begin working on the solution to the problem as I am discussing it with others. That is, because I understand all the pieces of a web application and how they fit together, the problem my customer is asking me to solve, even though it may be complex, is much easier to work through.
I'm hoping to find a "framework" to help me think through my business in a similar way. I know there are a lot of business & leadership books & resources out there, but most of what I have seen on Amazon are not "frameworky" enough for what I am looking for. I have found one program that seems to summarize the various aspects pretty well:
http://www.the8factors.com/ (no affiliation)
but the only resource they offer is a $199 video series and I'm hesitant to spend that much money b/c I can only find testimonies on their website (which will obviously be biased in their favor).
So, can you recommend a book or resource that will provide a mental framework for understanding the various distinct but connected aspects of a business? Something to turn my mental "spaghetti" model into a more nicely structured "waffle"? If possible, I would prefer answers by those who have actually used the resource they are recommending in their own business/career with measurable success.
Thank you in advance.


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Designer Faces: The Hair and Makeup At The Fall 2011 Marc Jacobs Show
How appropriate that Mr. Jacobs's runway show was on Valentine's Day...because we are definitely feeling the love! The clothes were feminine yet edgy—and so were the slick ponytails, downturned black eyeliner, and rosy-red blush. Using words like "perverse" and "demented" to describe the hair and makeup, hairstylist Guido and makeup artist François Nars created a look that was subversive and cool.
- 2013: The Year in Beauty
- Editors' Favorites: Week of 12.9.13
- Over and Out: The 9 Style Trends to Retire in 2014
- Editors' Favorites: Week of 12.2.13
- The 7 Best Ponytails
- The 10 Commandments of a Salon-Quality Blowout
- The Top 10 Diet Strategies for the Holiday Season
- The 16 Best Red Lipsticks
- Editors' Favorites: Week of 11.25.13
- A Month of Pretty Party Hair Ideas
- Editors' Favorites: Week of 11.18.13
- Mary-Kate and Ashley Olsen: Designing Women
- Cate Blanchett's Beauty Evolution


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Tag Archives: somebody that i used to know
[VIDEO] Young Girl, 3, Rocks Out to Gotye's 'Somebody That I Used To Know'
Children dancing to songs we love is usually entertaining, but this little girl is pretty damn awesome. Not only does she have some killer moves, but her facial expressions are above and beyond. Gotye should be proud.


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County: Prince Georges'
We are first-time homebuyers (consumers) looking for the best loan terms, interest and APR rates.
-Household income: $141,500.00
-Husband's Credit Score: 804
-My (Wife) Credit Score: 828
-Not interested in points
Necole, Homebuyer
I am browsing to find something else on this forum during this i got your post its also interesting for me.
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Good Evening Necole,
Hope all is well. Please let me know what county the home is located in. This is particularly important because of the financing terms you are requesting. Please advise, thank you.
Best regards,


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Cube > N64
Now the N64 was disappointing compared to the AAA+ SNES.
I actually thought the Cube gave me much of what I was missing on 64... Metroid, mature games (RE, MGS Twin Snakes), actual RPGs (Skies of Arcadia).....
Anyone who thought they could buy a Cube alone and thought it should be like its own PS2 were probably disappointed, but those who bought Cube as a second console shouldn't have a reason to complain.
I got more great Nintendo games on Cube than I had on 64, and I even got a handful of great third party gems as well. To me that was a success.
I never experienced the "drought" that people talk about, though I remember it on N64 and I didn't even put much hope in that console. Then again, I think having one good game every two month or so is fine.... any more than that and I can't keep up!


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Medium bodied reds that go down easy, with smooth tannins and supple fruit.
Wines where earthy and/or spicy dominate the flavors – typically medium to full body.
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The Altocedro Reserva grapes come from very old vineyards (65+ years) and 100% of the wine is aged in French oak barrels for 12 months. This wine is more complex and stronger and is geared towards a more experienced consumer, who is used to drinking full bodied wines.
The winery of Altocedro is located in the growing region of La Consulta, Valle de Uco, Mendoza. This is one of the premier Argentine growing zones. Limited production with sustainable growing practices make the Altocedro wines a cult-type wine in Argentina. Winemaker Karim Mussi Saffie focuses on producing terroir-driven wines. All harvesting, sorting, and crushing are done in...Read More About Altocedro
(ahr-jen-TEE-nah) Now fifth in the world for wine production, Argentina is catching up in the quality wine sector. A long time wine producer, Argentina used to make wine in order to drink it, not export it. And so the wines produced were quaffable and rustic and made for the local's everyday dinner. Yet it's hard not to get caught up in the wine market of the world and some...Read More About Argentina
Malbec(MAHL-beck) Angel of Argentina Originally a common grape in Bordeaux, Malbec adds only a small percentage to the blends there. It has, however, found another region in which to flourish -the bourgeoning wine region of Argentina. In fact, Argentinians have adopted Malbec as their national grape! Notable Facts Malbec is used in small amounts in...Read More About Malbec
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- Products
- Business Operations
- Legal Forms for Starting & Running a Small Business
Legal Forms for Starting & Running a Small Business
Completely updated!
Fred S. Steingold, Attorney
March 2012, 7th Edition
Like most small business owners, you probably can't afford to hire a lawyer to draft the legal documents you need in the course of your day-to-day business.
Now there's an affordable solution. Legal Forms for Starting & Running a Small Business provides you with over 60 legal forms and documents and all the step-by-step instructions you need to use them.
This collection of essential legal and business documents helps you:
- create contracts to buy, sell, rent, or store goods
- hire employees and consultants
- protect your trade secrets
- create noncompete agreements
- prepare an LLC operating agreement
- borrow and lend money
- buy a business
- lease commercial space
- prepare corporate bylaws
- record minutes of meetings
- buy real estate
- and much more
This edition is updated with the latest legal documents, contracts, and other forms you need to run your business smoothly, along with up-to-date best practices for business owners and managers. Plus, Legal Forms for Starting & Running a Small Business includes all the information and instructions you need to complete and use your forms effectively.
"Balances its wealth of reproducible documents with straightforward 'how-to' instructions and advice..."
-The Bookwatch
"Two things make this work exceptionally valuable. First, the forms and contracts are written in straightforward language [and] all of the forms can be found on a CD-ROM that comes with the book."
-American Reference Books Annual
"Provides instructions for completing the contracts required when forming a corporation, borrowing money, buying a business, leasing an office, hiring employees and selling goods."
-Reference & Research Book News
Amending Contracts
- Attachment to Contract
- Amendment to Contract
Forming Your Business
- Checklist for Starting a Small Business
- Partnership Agreement
- Pre-Incorporation Agreement
- Corporate Bylaws
- Stock Agreement
- LLC Operating Agreement for Single-Member LLC
Running Your Corporation
- Notice of Shareholders' Meeting
- Notice of Directors' Meeting
- Shareholder Proxy
- Minutes of Shareholders' Meeting
- Minutes of Directors' Meeting
- Minutes of Telephone Conference Directors' Meeting
- Consent of Shareholders
- Consent of Directors
Borrowing Money
- Promissory Note (Amortized Monthly Payments)
- Promissory Note (Balloon Payment)
- Promissory Note (Interest-Only Payments)
- Promissory Note (Lump Sum Payment)
- Security Agreement for Borrowing Money
Buying or Selling a Business
- Contract for Purchase of Assets From an Unincorporated Business
- Contract for Purchase of Assets From a Corporation
- Corporate Resolution Authorizing Sale of Assets
- Contract for Purchase of Corporate Stock
- Bill of Sale for Business Assets
- Seller's Affidavit: No Creditors
- Security Agreement for Buying Business Assets
Leasing Space
- Gross Lease
- Net Lease for Entire Building
- Net Lease for Part of Building
- Sublease
- Landlord's Consent to Sublease
- Assignment of Lease
- Notice of Exercise of Lease Option
- Extension of Lease
- Amendment to Lease
- Attachment to Lease
Purchasing and Improving Real Estate
- Contract to Purchase Building
- Option to Purchase Building
- Contract to Purchase Vacant Land
- Option to Purchase Vacant Land
- Attachment to Real Estate Purchase Contract
- Amendment to Real Estate Purchase Contract
- Removal of Contingency
- Extension of Time to Remove Contingencies
- Exercise of Option to Purchase Real Estate
Buying, Selling, Manufacturing, Renting, and Storing Goods
- Sales Contract (Lump-Sum Payment)
- Sales Contract (Installment Payments)
- Bill of Sale for Goods
- Security Agreement for Buying Goods
- Contract for Manufacture of Goods
- Equipment Rental Contract
- Storage Contract
- Consignment Contract
Hiring Employees and Independent Contractors
- Employment Application
- Authorization to Release Information
- Offer of Employment
- Confidentiality Agreement
- Covenant Not to Compete
- Contract With Independent Contractor
IRS and Government Forms
- IRS Form SS-4: Application for Employer Identification Number
- IRS Form W-4: Employee's Withholding Allowance Certificate
- IRS Form 2553: Election by a Small Business Corporation
- IRS Form 940-EZ
- IRS Form 940: Employer's Annual Federal Unemployment (FUTA) Tax Return
- USCIS Form I-9: Employment Eligibility Verification
The following forms are included in the download, but not included in the book:
- Disputes Resolution Clause
- Names Formats
- Signature Formats
Fred S. Steingold
Attorney Fred S. Steingold practices law in Ann Arbor, Michigan. An expert on small business law, he represents and advises many small businesses. He is the author of Legal Guide for Starting & Running a Small Business and The Employer's Legal Handbook. His monthly column, "The Legal Advisor," is carried by trade publications across the country.
Customer Reviews
Add Your Own Review
1. Contract Basics
- Names Clause: Identifying the Parties to a Contract
- Signature Clause: Signing a Contract
- Standard Clauses
- Resolving Disputes
- Attachments
- Amendments
2. Forming Your Business
- Form 2A: Checklist for Starting a Small Business
- Form 2B: Partnership Agreement
- Form 2C: Preincorporation Agreement
- Form 2D: Corporate Bylaws
- Form 2E: Stock Agreement
- Form 2F: LLC Operating Agreement for Single-Member LLC
- Form 2G: LLC Membership Certificate
- Form 2H: Stock Certificate
3. Running Your Corporation
- Form 3A: Notice of Shareholders' Meeting
- Form 3B: Notice of Directors' Meeting
- Form 3C: Shareholder Proxy
- Form 3D: Minutes of Shareholders' Meeting
- Form 3E: Minutes of Directors' Meeting
- Form 3F: Minutes of Telephone Conference Directors' Meeting
- Form 3G: Consent of Shareholders
- Form 3H: Consent of Directors
4. Borrowing Money
- Understanding Promissory Notes in General
- The Promissory Notes in This Chapter
- Form 4A: Promissory Note (Amortized Monthly or Annual Payments)
- Form 4B: Promissory Note (Balloon Payment)
- Form 4C: Promissory Note (Interest-Only Payments)
- Form 4D: Promissory Note (Lump-Sum Payment)
- Form 4E: Security Agreement for Borrowing Money
5. Buying a Business
- Form 5A: Contract for Purchase of Assets From an Unincorporated Business
- Form 5B: Contract for Purchase of Assets From a Corporation
- Form 5C: Corporate Resolution Authorizing Sale of Assets
- Form 5D: Contract for Purchase of Corporate Stock
- Form 5E: Bill of Sale for Business Assets
- Form 5F: Seller's Affidavit—No Creditors
- Form 5G: Security Agreement for Buying Business Assets
6. Leasing Space
- Form 6A: Gross Lease
- Form 6B: Net Lease for Entire Building
- Form 6C: Net Lease for Part of Building
- Form 6D: Sublease
- Form 6E: Landlord's Consent to Sublease
- Form 6F: Assignment of Lease
- Form 6G: Notice of Exercise of Lease Option
- Form 6H: Extension of Lease
- Form 6I: Amendment to Lease
- Form 6J: Attachment to Lease
7. Purchasing Real Estate
- Beware of Possible Environmental Problems
- Form 7A: Contract to Purchase Building
- Form 7B: Option to Purchase Building
- Form 7C: Contract to Purchase Vacant Land
- Form 7D: Option to Purchase Vacant Land
- Form 7E: Attachment to Real Estate Purchase Contract
- Form 7F: Amendment of Real Estate Purchase Contract
- Form 7G: Removal of Contingency
- Form 7H: Extension of Time to Remove Contingencies
- Form 7I: Exercise of Option to Purchase Real Estate
8. Buying, Selling, Manufacturing, Renting, and Storing Goods
- Form 8A: Sales Contract (Lump-Sum Payment)
- Form 8B: Sales Contract (Installment Payments)
- Form 8C: Bill of Sale for Goods
- Form 8D: Security Agreement for Buying Goods
- Form 8E: Contract for Manufacture of Goods
- Form 8F: Equipment Rental Contract
- Form 8G: Storage Contract
- Form 8H: Consignment Contract
9. Hiring Employees and Independent Contractors
- Form 9A: Employment Application
- Form 9B: Authorization to Release Information
- Form 9C: Offer of Employment
- Form 9D: Confidentiality Agreement
- Form 9E: Covenant Not to Compete
- Form 9F: Contract With Independent Contractor
10. Extending Credit and Getting Paid
- Form 10A: Credit Application for an Individual Customer
- Form 10B: Adverse Action Letter
- Form 10C: Credit Application for a Business Customer
- Form 10D: First Collection Letter
- Form 10E: Second Collection Letter
- Form 10F: Third Collection Letter
A. How to Use the CD-ROM
- Installing the Files Onto Your Computer
- Using the Word Processing Files to Create Documents
- Using Government Forms
- Files on the CD-ROM
B. Tear-Out Forms
Chapter 2
Forming Your Business
Form 2A: Checklist for Starting a Small Business........................................... 30
Evaluate and Develop Your Business Idea................................................. 30
Decide on a Legal Structure for Your Business.......................................... 31
Choose a Name for Your Business............................................................ 31
Prepare Organizational Paperwork............................................................. 31
Find a Business Location.......................................................................... 33
File for Licenses and Permits ................................................................... 34
Obtain Insurance...................................................................................... 34
Set Up Tax Reporting and Accounting....................................................... 35
Hire Workers............................................................................................ 36
Form 2B: Partnership Agreement................................................................... 38
Form 2C: Preincorporation Agreement........................................................... 45
Form 2D: Corporate Bylaws.......................................................................... 50
Form 2E: Stock Agreement........................................................................... 55
Form 2F: LLC Operating Agreement for Single-Member LLC............................ 58
Form 2G: LLC Membership Certificate............................................................ 62
Form 2H: Stock Certificate............................................................................ 63
When you start a new business, you must choose a legal format. For most small businesses, the choices come down to these:
• sole proprietorship
• general partnership
• regular corporation (sometimes called a C corporation)
• S corporation, or
• limited liability company (LLC).
Other legal formats—limited partnership, professional corporation, and nonprofit corporation—are unlikely to meet the needs of the typical small business.
If you start a one-person business or work as a freelancer or independent contractor, your business will automatically be treated as a sole proprietorship unless you establish a corporation or an LLC. Similarly, if you start a business with two or more people, your business will automatically be treated as a general partnership unless you form a corporation, an LLC, or a limited partnership.
The most important factors in deciding which way to go are:
• Personal Liability. Will you be personally liable for business debts? (Personal liability means that a business creditor—a person or company to whom your business owes money—can get a judgment against you for the debt. The creditor can then collect the judgment out of your personal assets such as a personal bank account or your home.) The fast answer is that as a sole proprietor or a partner, you'll face personal liability for business debts. But as the owner of shares in a corporation or as a member of an LLC, you'll generally face no personal liability—unless, of course, you voluntarily agree to assume it by signing a personal guarantee (such as for a business loan).
Limited liability isn't a big deal for many microbusinesses. A great many small service and retail businesses simply don't subject their owners to significant debt or lawsuit risk. And often even in the few cases where they do, a good insurance policy will provide needed protection. This means that there's often no compelling need to form a corporation or an LLC when you're just starting out.
• Taxes. Will you and the other business owners simply report your portion of profits and losses on your own income tax returns, or will the business itself be taxed on its profits? Sole proprietors, partners, owners of S corporation stock, and members of LLCs need only contend with one level of taxation: All taxes are paid by the owners on their individual returns. By contrast, a regular or C corporation pays taxes on its corporate earnings in addition to the taxes paid by the shareholders who receive dividends.
Sometimes being taxed twice is cheaper. Although you'd think that being subject to the income tax at both the corporate and personal levels would be more expensive than being taxed once on all business income on your personal return, you'd sometimes be wrong. Because the initial federal income tax rates are lower for incorporated businesses than for individuals, and because businesses often prefer not to pay out all earnings to owners, but instead want to keep money in the business from one year to the next (for example, to pay for future expansion), operating as a regular corporation can result in tax savings. This usually applies only to companies that have been in business a few years and have become profitable.
• Time and Expense. Will it be time-consuming and costly to form and maintain the business? Sole proprietorships and partnerships are relatively easy and inexpensive to start and keep up. Corporations and LLCs typically require more time and effort and cost a bit more—but the cost needn't be a tremendous burden. You can handle all or most of the paperwork yourself by using one of the Nolo books listed below.
• Fringe Benefits. Will the business be able to provide fringe benefits (health insurance, retirement plans, and the like) to the owners and deduct the cost of those benefits as a business expense? This question is only relevant to businesses with enough income to pay fairly generous fringe benefits in the first place. But if your business is lucky enough to be in this category, the regular C corporation offers the best tax-saving opportunities.
Form Your LLC Online |
With Nolo's Online Legal Forms, forming your LLC can be quick and easy. You'll complete a comprehensive interview about you and your business, then Nolo will file the necessary forms. To start your LLC formation now, go to |
For in-depth information on choosing a legal format for your business, see Chapter 1 of Legal Guide for Starting & Running a Small Business, by Fred S. Steingold (Nolo). For specifics and useful forms to create various types of business entities, see the following publications from Nolo:
• Form Your Own Limited Liability Company, by Anthony Mancuso, shows you how to establish an LLC in all 50 states.
• Incorporate Your Business: A Legal Guide to Forming a Corporation in Your State, by Anthony Mancuso, shows you how to form a corporation in all 50 states.
• Form a Partnership: The Complete Legal Guide, by Denis Clifford and Ralph Warner, shows you how to form a partnership and create a lasting partnership agreement.
It's often smart to start with the simplest legal format and convert later if necessary. It can be eminently sensible to start out as a simple, inexpensive sole proprietorship or partnership. Later you can convert to a corporation or an LLC if your risk of personal liability increases or there are compelling tax reasons to do so.
To guide you through the steps you must take to form any type of business, read Form 2A: Checklist for Starting a Small Business.
The other forms in this chapter help you start a partnership, a corporation, or a one-owner LLC. No formal document is required to start a sole proprietorship. However, there are several practical and legal steps you must take to put your business on the right track. (This is covered in Form 2A: Checklist for Starting a Small Business, mentioned above.)
Partnerships. If you are starting a partnership, preparing a written partnership agreement allows you to provide a sound footing for your legal relationship with your partners and helps prevent or resolve disputes that may later arise. Use Form 2B: Partnership Agreement for this purpose.
Limited Liability Companies (LLCs). Many business owners who want to limit their personal liability prefer the simplicity and flexibility of the LLC over the corporation. To form an LLC, owners must file articles of organization with the state and sign an operating agreement. If you are starting an LLC and you will be its sole owner, you can use Form 2F: LLC Operating Agreement for Single-Member LLC to help preserve your limited liability status. (This book does not provide an operating agreement for multimember LLCs; however, the instructions for Form 2A: Checklist for Starting a Small Business gives other resources for multimember LLCs.) If you wish to give each member of your LLC a document showing his or her ownership interest in the company, you can use Form 2G: LLC Membership Certificate.
Corporations. If you decide to form a corporation, this book offers three useful documents for this purpose. Before forming the corporation, it's sensible to have all shareholders agree in advance on the basic elements of the business, including the name and purpose of the corporation, how many shares each owner will acquire, and who will serve on the board of directors. Use Form 2C: Preincorporation Agreement to record this information.
To form the corporation, owners must file articles of incorporation with the state and create corporate bylaws. Form 2D: Corporate Bylaws lays out the legal rules for running the corporation and covers such matters as how many people will serve on the board of directors, when and where regular meetings will be held, who may call a special meeting, and what officers the corporation will have.
Unless all shareholders create an agreement to restrict the sale or transfer of their shares, any shareholder can freely transfer them. Free transfer is okay for publicly traded stock but can create havoc in a small corporation where the shareholders (owners) usually run the business. If you're in business with two other owners, for example, you probably wouldn't want Owner #3 to sell his or her stock to a complete stranger, because the new person may have a completely different vision about how to run the company. Accordingly, Form 2E: Stock Agreement allows you to provide in advance what will happen if a shareholder wants to transfer shares or dies.
Finally, with Form 2H: Stock Certificate, you can give each shareholder a document showing his or her ownership interest in the corporation.
Form 2A: Checklist for Starting a Small Business
This checklist makes a great to-do list for starting your business.
Instructions for Form 2A: Checklist for Starting a Small Business
All the forms in this book are provided as tear-outs in Appendix B and electronically on the Nolo website. To access the eforms online, use the link provided in Appendix A.
Evaluate and Develop Your Business Idea
First, before you invest a lot of time and money in your business idea, you should determine if you've chosen the right business and if the business can make money. If you pass these tests, it's time to do some initial planning and brainstorming. Next you should create a business plan, consider sources of financing, and think about a basic marketing plan.
Analyze Your Business Idea. To determine if your business idea makes sense for you, you may want to read "Start the Right New Business for You," a free article on Nolo's website (www.nolo.com).
Can Your Business Make Money? To determine if your business can be profitable, you should do a break-even analysis with expense and sales estimates. To learn how, read "Will My Business Make Money?"—a free article on Nolo's website (www.nolo.com).
Creating a Business Plan. Creating a business plan is important even if you won't be seeking outside money from banks or investors. For more information on developing your business plan, including how to create a profit/loss forecast and a cash flow analysis, see Nolo's book How to Write a Business Plan, by Mike McKeever.
Getting Loans or Equity Investments. To explore ways to raise money for your small business, read Legal Guide for Starting & Running a Small Business, by Fred S. Steingold (Nolo), Chapter 9. If you decide to borrow money from friends or family members (rather than a bank or other financial institution), see Chapter 4 of this book for promissory notes you can use to specify the details of the payment arrangements.
Market Your Idea. For information on setting up a marketing plan, see Marketing Without Advertising: Easy Ways to Build a Business Your Customers Will Love & Recommend, by Michael Phillips & Salli Rasberry (Nolo). This book includes worksheets to help you create a marketing list and design marketing events.
Decide on a Legal Structure for Your Business
Next, you need to decide what type of ownership structure you'll choose; that is, whether you'll operate your business as a sole proprietorship, a partnership, a corporation, or an LLC.
Most business owners start out as sole proprietors, or if there are two owners involved, as a partnership. If their businesses are successful, they may consider becoming a corporation or an LLC.
Whether you're better off starting as a sole proprietor or partnership or choosing one of the more sophisticated organizational structures depends on several factors, including the size and profitability of your business, how many people will own it, and whether it will entail liability risks not covered by insurance.
To learn more about the various legal structures, see Legal Guide for Starting & Running a Small Business, by Fred S. Steingold (Nolo), Chapter 1.
Choose a Name for Your Business
Before you settle on a name for your business, you'll need to determine if your proposed name is available for your use. Once you find an available name, you'll have to register it as a fictitious or assumed business name, a corporate or an LLC name, if applicable, and possibly as a federal and state trademark.
Finding an Available Business Name. Before using a business name, it's wise to conduct a name search to avoid a conflict with a business that's already using the same or a similar name. If you're starting a small, local business, you can usually feel reasonably secure searching for name conflicts at the state and local level. If you're starting a larger company or one that will do business in more than one state, you may need to do a more sophisticated federal trademark search. For more information on doing name searches, see Legal Guide for Starting & Running a Small Business, by Fred S. Steingold (Nolo), Chapter 6.
Registering Your Business Name. In most states, if you do business under a name other than your own legal name, you'll need to register it as a fictitious or assumed name.
If you're forming a corporation or an LLC, you'll register your business name with the office of the secretary of state or other agency when you file your articles of incorporation or articles of organization.
In addition, if you plan to do business regionally or nationally and will use your business name to identify a product or service, you should also look into registering your trademark or service mark at the state or federal level.
For more information on registering your business name, see Legal Guide for Starting & Running a Small Business, by Fred S. Steingold (Nolo), Chapter 6. You may also want to see Trademark: Legal Care for Your Business & Product Name, by Stephen Elias (Nolo).
Prepare Organizational Paperwork
SKIP Ahead
If you've decided to start out as a sole proprietor, you can skip this checklist item and jump ahead to "Find a Business Location."
If you've decided to create a partnership, an LLC, or a corporation, you'll need to take an extra step or two. For example, partners need to form a partnership agreement, LLC members need to create articles of organization, and corporate shareholders need to fill out articles of incorporation.
Partnerships. Partners should sign a written partnership agreement before going into business together. For more information on forming a partnership, see Legal Guide for Starting & Running a Small Business, by Fred S. Steingold (Nolo), Chapter 2.
Limited Liability Companies. To form an LLC, owners must file articles of organization and sign an operating agreement. For more information on forming an LLC, see Legal Guide for Starting & Running a Small Business, by Fred S. Steingold (Nolo), Chapter 4.
If you will be the sole owner of your LLC, you can use Form 2F: LLC Operating Agreement for Single-Member LLC.
Corporations. To form a corporation, incorporators must files articles of incorporation—which in some states are called certificates of incorporation, articles of association, or charters. In many states, the secretary of state can give you a printed form for this essential document—or you may find the form online; all you have to do is fill in some blank spaces. In other states, you must start from scratch. Although details vary from state to state, you'll typically include:
• the corporation's name
• its purpose
• the name of the initial agent for service of process (sometimes called a registered agent or resident agent)
• the number of shares authorized, and
• the names and addresses of the incorporators.
You'll file the form with the secretary of state (or other designated official) and pay an incorporation fee. In addition, your corporation will need to adopt bylaws. When you're ready, use Form 2C: Preincorporation Agreement, Form 2D: Corporate Bylaws, and Form 2E: Stock Agreement. For more information on forming a corporation, see Legal Guide for Starting & Running a Small Business, by Fred S. Steingold (Nolo), Chapter 3.
S Corporations. If you decide to form an S corporation, in addition to the regular corporate paperwork mentioned above, you'll also need to file IRS Form 2553, Election by a Small Business Corporation. For more information on S corporations, see Legal Guide for Starting & Running a Small Business, by Fred S. Steingold (Nolo), Chapter 3.
Find a Business Location
Unless you'll start out running your business from home (which many sole proprietors do indefinitely), you'll want to find suitable commercial space.
Identifying Your Needs. When choosing business space, you need to consider the size of the premises, the availability of customer parking, and the status of electrical and communications wiring, among other things. For help on identifying your minimum requirements and the maximum rent you can pay for your business space, see Legal Guide for Starting & Running a Small Business, by Fred S. Steingold (Nolo), Chapter 1.
Finding a Location. One key to choosing a profitable location is determining the factors that will increase customer volume for your business. For more information on looking for a location and using a broker, see Negotiate the Best Lease for Your Business, by Janet Portman and Fred S. Steingold (Nolo), Chapter 2.
Negotiating Your Lease. With a little effort, you can usually negotiate significant improvements to the landlord's lease terms. For lots of helpful information on negotiating lease terms, see Negotiate the Best Lease for Your Business, beginning at Chapter 5. To create your own lease, see Chapter 6 of this book for a number of forms you can use.
Home Businesses. Following are a few issues that concern most home businesses—in most cases, a few precautions are all that's needed to avoid unexpected legal difficulties. For more information, see Legal Guide for Starting & Running a Small Business, by Fred S. Steingold (Nolo), Chapter 14.
• Insurance. Make sure you have adequate liability and property damage insurance; your homeowners' insurance policy may not cover business use of your home. For example, if a UPS delivery person trips on your porch step while delivering a business package to you or if your dog bites a visiting client, you may not be covered. Similarly, you may find that homeowners' coverage won't pay for a business computer that gets stolen. An insurance agent or broker can probably extend your policy to cover your business use for a modest additional premium.
• Lease and Homeowner Restrictions. Be aware that you may not have an unlimited right to do business from your home. If you're in a rented unit, your lease may prohibit business operations. In a private home, you may be bound by "covenants, conditions, and restrictions"—rules that apply to all owners in a subdivision, condo, or planned-unit development.
• Review Zoning Ordinances. Local zoning ordinances may not allow businesses to operate in the district where you live. Learn about the local zoning restrictions; you may be able to abide by them, or at least meet their spirit. Or, you may need to get a home occupation permit for your business. Check with your local zoning or planning office. A neighbor or municipal zoning ordinance will probably not stop your business use if you keep a low profile. Limit your signage, keep deliveries to a minimum, and don't see too many customers or clients at your home. Neighbors are unlikely to complain if you run a quiet, low-traffic business that doesn't affect them.
• Taxes. Taxes—especially the rules on the home-office deduction and depreciation—are another concern for home-based businesses. You should review IRS Publication 587, Business Use of Your Home. This publication is available from the IRS website at www.irs.gov. For more information on taxes for home businesses, see Home Business Tax Deductions, by Stephen Fishman (Nolo).
File for Licenses and Permits
You will need to complete general business registration requirements. You may have to obtain a business license from your municipality, an employer identification number from the IRS, a seller's permit from your state, a zoning permit from your local planning board, and other licenses or permits.
• Federal Taxpayer Identification Number. If you are forming a partnership or corporation or your business will hire employees, you need to obtain a taxpayer ID from the IRS. You can use IRS Form SS-4, Application for Employer Identification Number, included in this book.
• Licenses. In most locations, every business needs a basic business license, or tax registration certificate. And, in addition to a basic business license, you may need a specialized business license—especially if you sell food, liquor, or firearms or work with hazardous materials. States also require licensing of people practicing traditional professions, such as lawyers, physicians, pharmacists, and architects and may require licenses for other occupations, such as barbers, auto mechanics, pest control specialists, and insurance agents—the list varies from state to state.
• Permits. In addition to a business license, you may need a zoning permit or variance to carry on your intended business. And if you plan to run a regulated business, such as a restaurant, bar, taxi service, or waste removal company, you'll probably need a special permit from state or local authorities. Again, the list varies from location to location so you'll need to inquire with the appropriate municipal and state offices.
Your state's Small Business Development Center or other agency may offer a one-stop shopping website that advises you on the licenses and permits you need for your particular type of business. To learn more about licenses and permits, see Legal Guide for Starting & Running a Small Business, by Fred S. Steingold (Nolo), Chapter 7. You may also want to see The Small Business Start-Up Kit: A Step-by-Step Legal Guide or The Small Business Start-Up Kit for California, both by Peri H. Pakroo (Nolo).
Obtain Insurance
Although business insurance is not generally required, it's a good idea to purchase enough insurance to cover your company's assets.
Business Insurance. It's sensible to carry insurance to replace or repair your property if it's stolen or damaged by fire, flood, windstorm, earthquake, vandalism, or any of dozens of other hazards. You want the peace of mind of knowing that you have liability coverage in case someone is physically injured on your premises because of your business operations (for example, a truck accident), or if someone's property is damaged, destroyed, or lost.
Liability Insurance. Be sure there's adequate liability coverage for your business if an employee driving his or her own car injures someone in an accident while on the job. And if you'll be manufacturing a product or selling dangerous items, look into product liability insurance so you're covered if a product you've made or sold injures someone.
Other Insurance Coverage. Review your business operations with an experienced insurance agent or broker to learn what other coverage may be appropriate. There's no substitute for establishing a good working relationship with a knowledgeable insurance agent or broker. For more information on obtaining insurance, see Legal Guide for Starting & Running a Small Business, by Fred S. Steingold (Nolo), Chapter 12.
Set Up Tax Reporting and Accounting
Before the end of your first year, you'll need to learn how to report your income, which may vary depending on how your business is structured. To optimize your tax savings, you should become familiar with how to write off expenses and asset purchases as well as keep good records—before you start to incur start-up costs.
How Your Business Is Taxed. To learn about taxes for sole proprietors, see Tax Savvy for Small Business, by Frederick W. Daily (Nolo), Chapter 7.
To learn about partnership taxation, see Chapter 10 of that book.
To learn about corporate taxation, see Chapters 8 and 9.
To learn about LLC taxation, see Chapter 11.
Deductions and Depreciation. Just about any necessary and reasonable expense that helps you earn business income is deductible. For information on deducting expenses, see Tax Savvy for Small Business, Chapter 2. Special rules apply to deducting the cost of business equipment and assets, which usually must be depreciated over a number of years. See Chapter 3 of that book for more information.
IRS Publications. Form 2A alerts you to two IRS publications about federal taxes for small businesses, as well as a helpful tax calendar with important filing dates. You can get these publications from the IRS website (www.irs.gov).
Record Keeping and Accounting. You'll need to decide on a method of accounting, a tax year, and a method of bookkeeping.
• Cash vs. Accrual Accounting. Most small service businesses use the cash method of accounting, but if your business will stock inventory to sell to the public or use in manufacturing, the IRS requires you to use the accrual accounting method. For information about the difference between cash and accrual accounting, see Tax Savvy for Small Business, Chapter 4.
• Calendar vs. Fiscal Year. Most small businesses use a calendar year (January 1 to December 31). To choose another tax period, you must have a good reason and get permission from the IRS. For information about choosing a calendar or fiscal year, see Tax Savvy for Small Business, Chapter 4. To choose a tax period other than the calendar year, use IRS Form 8716, Election to Have a Tax Year Other Than a Required Tax Year.
• Bookkeeper vs. Software. Depending on the volume and complexity of your business finances, you may benefit from hiring a part-time bookkeeper or consulting an accountant who can show you how to set up a simple bookkeeping system. Or, you may find that business accounting software, such as Quicken Home and Business or QuickBooks (both by Intuit) will be sufficient. For information on bookkeeping, see Tax Savvy for Small Business, Chapter 4.
Hire Workers
Chances are you may need to hire employees or independent contractors before long, if not right off the bat.
General Information on Hiring Workers. The Employer's Legal Handbook, by Fred S. Steingold (Nolo), provides excellent information on wage and hour laws, antidiscrimination statutes, and leave policies. Below you'll also find a discussion of employment forms included in this book, as well as links to government agencies and important websites.
Independent Contractors. When you're just starting out, hiring independent contractors can save a lot of time and money. However, you need to be careful not to mistakenly or falsely characterize workers as independent contractors. To qualify as an independent contractor under IRS rules, a worker must control both the outcome of a project and the means of accomplishing it. In close cases, the IRS prefers to see workers treated as employees rather than as independent contractors. For more information on the difference between independent contractors and employees, see The Employer's Legal Handbook, Chapter 12. If you decide to hire an independent contractor, use Form 9F: Contract With Independent Contractor.
Employer Identification Numbers. If you don't have an Employer Identification Number (EIN) already, you'll need one when you pay employer and employee income taxes, Social Security taxes, and Medicare taxes. The easiest way to get an EIN, is to apply for one online using the question-and-answer feature available at www.irs.gov. Or, if you prefer, you can phone in the information or fill out a paper version which you can mail or fax to the IRS. See www.irs.gov for details. We've included the form, IRS Form SS-4 Application for Employer Identification Number, in this book as a tear-out and on Nolo's website (see Appendix A).
Unemployment Tax. You'll have to make payments to your state's unemployment compensation fund, which provides short-term relief to workers who are laid off. First, you'll need to register with your state's employment department or similar agency. To find the proper agency, go to www.statelocalgov.net.
You'll also need to file IRS Form 940 to report your federal unemployment tax each year. You must file this form for any year in which:
• you paid wages of $1,500 or more in any quarter, or
• had one or more employees for at least part of a day in any 20 or more different weeks. Count all full-time, part-time, and temporary employees, but don't count partners if your business is a partnership.
Form 940 is included in this book and on Nolo's website. It's also available from the IRS website (www.irs.gov).
Withholding and Payroll Taxes. Every business with employees must withhold a portion of each employee's income and deposit it with the IRS, and also make Social Security and Medicare tax payments to the IRS. Have each new employee fill out IRS Form W-4, Employment Withholding Allowance, included in this book. This form does not need to be filed with the IRS, but it tells you how many allowances an employee is claiming for tax purposes, so that you can withhold the correct amount of tax from his or her paycheck. For more information, be sure to get IRS Publication 15, Circular E, Employer's Tax Guide. You can get this publication from the IRS website (www.irs.gov).
Workers' Compensation. Look into the workers' compensation insurance requirements in your state. You'll need this coverage in case a worker suffers an on-the-job injury, because such injuries aren't covered by normal liability insurance. In most states, the Division of Workers' Compensation falls under the Department of Industrial Relations. To find your state agency's website, go to www.statelocalgov.net. For more information on workers' compensation laws, see The Employer's Legal Handbook, Chapter 7.
Compliance With Other Government Regulations. Several federal and state agencies administer other laws in the workplace. Be sure to comply with the laws of each agency:
• OSHA. For information on compliance with Occupational Safety and Health Administration (OSHA) regulations, including creating an Injury and Illness Prevention Plan, go to the OSHA website (www.osha.gov). For more information on health and safety in the workplace, see The Employer's Legal Handbook, Chapter 7.
• Department of Labor. For information on posters you must display in your business, go to www.dol.gov/elaws/asp/posters/industry.asp. This online "Poster Advisor" feature will help you determine which posters you must display in your workplace. (The Advisor will ask you a series of questions, such as the number of employees and annual dollar volume, and then provide a list of posters you must display and an opportunity to print them.) In addition, you must comply with your state department of labor's poster requirements. For a list of state departments of labor, go to www.dol.gov/dol/location.htm.
• New Hire Reporting Agency. For information on the new hire reporting program, which requires employers to report information on employees for the purpose of locating parents who owe child support, go to the Administration for Children & Families website at www.acf.hhs.gov/programs/cse. This website provides state-by-state reporting information including the name and address of your state's new hire reporting agency. This agency may or may not be your state's employment department.
• U.S. Citizenship and Immigration Services. The U.S. Citizenship and Immigration Services (USCIS) was formerly known as the Immigration and Naturalization Service (INS). You must have each new employee complete USCIS Form I-9, Employment Eligibility Verification, to verify the employee's eligibility to work in the United States. The form need not be filed with the USCIS, but it must be kept in your files for three years and made available for inspection by officials of the USCIS. This form is included in this book.
Employment Applications. Form 9A: Employment Application requests information on the applicant's educational background, training, skills, and achievements.
Employee Handbook. If you have more than a few employees, you may want to create a handbook that explains your employment policies. This way, your employees will know what is expected of them and what they can expect from you. Your handbook should include policies on:
• at-will employment
• pay and benefits
• workdays, hours, and time off
• discrimination and harassment
• performance evaluations
• complaints and investigations
• substance abuse
• privacy in the workplace, and
• discipline.
For guidance on the legal and practical considerations as well as electronic versions of policies on each of the above topics, see Create Your Own Employee Handbook: A Legal & Practical Guide for Employers, by Lisa Guerin and Amy DelPo (Nolo).
Form 2B: Partnership Agreement
If you are creating a partnership, you should make a written partnership agreement. A partnership agreement spells out your rights and responsibilities and allows you to structure your relationship with your partners in a way that suits your business. Although the law recognizes partnerships without written agreements, there are huge benefits to putting yours in writing. For one, the process of creating a written agreement forces you and your partners to confront and talk through many important decisions, such as how much money each partner will invest in the business, how profits and losses will be allocated, how the partnership will be managed, and what happens if a partner withdraws from the business. What's more, a written partnership agreement can provide an invaluable framework to handle later misunderstandings and disagreements, which of course are likely to be part—hopefully a small part—of any business.
Another benefit of creating a formal agreement is that it allows the partners to adjust the operating rules of the partnership to suit their needs instead of being bound by the default rules that state law imposes in the absence of an agreement. For example, suppose you and another partner get into a dispute about the business and one of you sues the other. If you don't have a written partnership agreement, the judge will decide the case based on your state's partnership law—which may be different from what you and the other partner would like to happen. By contrast, if you have provided your own way of handling things in a written agreement, it will normally control and determine the judge's decision.
Example: Al, Barbara, and Carl start a partnership business. Since they're old friends and don't like paperwork, they never actually agree on the formula for allocating profits, let alone put it in writing. Because Al will be working full-time in the business and Barbara and Carl will be working only part-time, their joint assumption seems to be that Al will get 50% of the profits and Barbara and Carl will each get 25%. However, a year later, after a bitter falling out among the partners followed by a lawsuit, a judge is forced to consider this issue. Because there's no written agreement and the oral evidence is inconclusive, the judge must follow state law and rule that each partner is entitled to one-third of the profits.
What Is a Limited Partnership? |
The fill-in-the-blanks form in this book is for a general partnership and not a limited partnership—a very different legal animal that combines some attributes of a partnership with some attributes of a corporation. Most limited partnerships are formed for real estate or other investment ventures where one or more active partners will run a business financed by the investments of a number of silent partners. A limited partnership must have at least one general partner who has the same rights and responsibilities (including unlimited liability) as does a partner in a general partnership. It also must have at least one limited partner (and usually has more), who is typically a passive investor. A limited partner isn't personally liable for the debts of the partnership—as long as he or she doesn't participate in managing the business. Because setting up a limited partnership is complicated, you should see a lawyer if you're going to start one. Resource Nolo can help you find the right lawyer. Nolo's Lawyer Directory offers comprehensive profiles of the lawyers who advertise there, including each attorney's education, background, areas of expertise, fees, and practice philosophy—including whether the lawyer is willing to review documents or coach clients who are doing their own legal work. Nolo has confirmed that every attorney advertiser has a valid license and is in good standing with the state bar association where the attorney practices. You can find Nolo's Lawyer Directory at www.nolo.com/lawyers. |
Filing Paperwork With State or Local Governments |
One advantage of a partnership over a corporation or limited liability company is that you don't have to file formation documents with a public agency along with a hefty fee. However, in some states, you will need to file a partnership certificate giving the names of the partners. And in a few states, you may also need to publish a notice in the newspaper informing the public that you've formed the partnership. Check with the county clerk or the secretary of state's office for details on your state's requirements. |
For more on partnerships, see Chapter 2 of the Legal Guide for Starting & Running a Small Business, by Fred S. Steingold (Nolo), and Form a Partnership: The Complete Legal Guide, by Denis Clifford and Ralph Warner (Nolo).
Instructions for Form 2B: Partnership Agreement
All the forms in this book are provided as tear-outs in Appendix B and electronically on the Nolo website. To access the eforms online, use the link provided in Appendix A.
1. Partners
Insert the names of all partners.
2. Partnership Name
One of the first things you need to do is settle on a name for your partnership. There are two basic ways to choose your name:
• You can combine your own last names, such as "Johnson, Holmes, & Sanchez" as your official partnership name.
• You can make up the name under which you'll do business, such as "Three Guys Contractors," which is called a fictitious or assumed business name.
Before settling on a partnership name, it's wise to conduct a name search to avoid a possible conflict with a business that is already using the same name or a similar one. Typically, if your partnership is a small local business, you can feel reasonably secure if you've searched for name conflicts at the state and local level. Check the records of the state, county, or local offices where assumed or fictitious business names are filed and the state office where corporations and LLCs are registered. Also check the phone books and city directories covering your area.
If you plan to do business regionally or nationally and will use your business name to identify a product or service, you should consider doing a national trademark search and look into registering your trademark or service mark at both the federal and state levels. For more in-depth information on trademark searches and registration, see Trademark: Legal Care for Your Business & Product Name, by Stephen Elias (Nolo).
If you decide to use a name that doesn't include the last names of all of the partners, you'll need to register your partnership's name as a fictitious or assumed business name—generally by filing a form at a designated county office. You may also need to publish your partnership name in a local newspaper. Many counties and municipalities have websites that provide more information about registering a fictitious business name and publishing required notices. See www.statelocalgov.net for a comprehensive list of state and local government sites on the Internet.
Insert the name of the partnership.
3. Partnership Duration
Insert the date the partnership began or when it is to begin. Your partnership will begin on whatever date you decide. This can be either a date in the future that you select now, or it can be the same day you sign your partnership agreement.
Next, check one of the boxes to indicate when the partnership will end. Most partnerships last indefinitely—as long as the partners want them to last. However, you can choose a date when your partnership will end. If you are setting up your partnership to complete a specific project, such as developing a particular piece of real estate, you might want the partnership to end on a date that you specify here. If you check the second box, insert a date for the end of the partnership.
4. Partnership Office
Insert the address where partnership records will be kept. Usually this will be the partnership's main business location. If the partnership's mailing address is the same as the partnership office, check the first box. If you have a separate mailing address—a post office box, for example—check the second box and fill in the mailing address.
5. Partnership Purpose
Insert the purpose of the partnership. Some examples are:
• to operate one or more retail stores for the sale of computer software.
• to manufacture and distribute equipment for the preparation of espresso, cappuccino, and other coffee-based beverages.
• to design websites for computer users and companies.
• to cater banquets, picnics, and other social and business functions requiring food service, and to rent equipment to be used in connection with such catering services.
6. Capital Contributions
Each partner must contribute some property to the partnership in exchange for an ownership interest. The partner can contribute cash, property, or both.
Depending on how readily available the partners' contributions are, this can be anywhere from a few days to a few weeks or even months after your partnership starts. The important thing to keep in mind is that your business needs to have enough money to operate until the partners make their contributions. In the first blank, enter the date by which the partners will hand over their contributions.
Cash Contributions
If partners will be contributing cash, fill in their names and the amount each will contribute.
Noncash Contributions
If partners will contribute property, insert the partners' names. Then describe the property and what value it will be given on the partnership's books.
Often, partners' initial contributions are equal, but not always. Unequal contributions are accounted for by granting the partners unequal rights to the partnership's profits and losses. For example, one partner contributes $6,000 and the other puts in $4,000. Future profits and losses of the partnership are allocated 60% / 40%.
7. Capital Accounts
You don't need to insert anything here. A capital account is a bookkeeping technique for keeping track of how much of the partnership assets each partner owns. When a partner contributes cash or property to the partnership, the partner's capital account is credited with the cash amount or fair market value of the property contributed. The partnership will regularly add each partner's share of partnership profits to the capital accounts. Each partner's share of any losses and distributions will be deducted. In addition, if the partnership takes out a loan, the capital accounts should reflect each partner's share of the debt.
See an Expert
Get help setting up your books. If you're unfamiliar with business bookkeeping, see an accountant to help you get started and to explain how capital accounts work. The accountant can also brief you on how to meet your federal and state business tax obligations. But first, you might want to consult Form a Partnership: The Complete Legal Guide, by Denis Clifford and Ralph Warner (Nolo), which explains the basics.
8. Profits and Losses
You'll probably want to check the first box. It says that the net profits and losses will be allocated to the partners in the same proportions as their capital contributions. Generally, a partner's reward for doing work for a partnership is a share of the partnership profits. Checking the first box—having the partners agree to split profits and losses according to their capital contributions—is the easiest and most common method for making such allocations. For example, suppose one partner puts in $20,000 and two other partners put in $10,000 each. The profits will be allocated 50% / 25% / 25%.
If you'd like to split up profits and losses in a way that isn't proportionate to the partners' capital contributions, check the second box and insert the percentages to be allocated to each partner. This method is called a special allocation. For example, suppose John and Anna set up a partnership to operate their consulting business. John and Anna put up equal amounts of cash, but they decide that John will be allocated 65% of the partnership's profits and losses for the first two years, and Anna will be allocated 35% of the partnership's profits and losses.
If you want to set up a special allocation, you must carefully follow IRS rules, so you'll need an accountant or tax lawyer to add special language to your partnership agreement to ensure that it will pass muster with the IRS. If the IRS refuses to accept your special allocation, it will deem the profits and losses to be distributed in the same percentage as the partner's capital contributions.
9. Salaries
You don't need to insert anything here. The assumption behind this section is that partners will be rewarded for their work based on the allocation formula set out in Section 8. Paying salaries to partners creates tax complications for the partnership and the individual partners. You could delete the language in this section, and insert language providing for salaries but, before doing that, seek the advice of a CPA or tax lawyer.
10. Interest
You don't need to insert anything here. If you would like a partner to receive interest, it's better to have the person lend money to the partnership. Be sure to document the loan with a promissory note. (See Chapter 4.)
11. Management
Here you'll need to decide how partnership decisions will be made—either through the unanimous agreement of all partners, through a majority, or through a combination of the two.
For a small partnership to succeed, the partners need to have both shared goals and confidence in one another's judgment. If those elements don't exist, pages of rules as to how decisions should be made won't help. When it comes to important decisions, it's smart to talk over the matter with all the partners and respect each other's opinions. If you agree to require unanimous agreement of all partners, choose the first option.
On the other hand, requiring unanimity on all decisions may be as unnecessary as it is hard to achieve—making it impractical to select the first option. Choosing the second option allows you more flexibility by requiring unanimous agreement on just the major business decisions that you specify, such as renting, buying, or selling real estate, or taking out a business loan.
Let's briefly look at the potential consequences of each type of decision to help you figure out whether you want to require unanimity for a particular decision.
Borrowing or Lending Money. When the partnership borrows money, each partner in a general partnership is personally responsible for repaying that money if the partnership doesn't. With such serious consequences, it's understandable that all partners would want to control the borrowing of money. Similarly, partners should always agree on lending money to outsiders before writing the check.
Signing a Lease. Especially if the partnership is leasing its first commercial space, all of the partners will probably want a say in the location, price, and lease terms. Even if it's not the first business space, it's likely that each partner will want to be involved in the decision because each partner is personally liable for the lease payments.
Signing a Contract to Buy or Sell Real Estate. Selling real estate, especially if it is one of the partnership's main assets, is another matter that the partners will want to agree on. Likewise, buying real estate will probably require a large commitment of the partnership's capital, so the partners will probably want to unanimously approve that decision as well.
Signing a Security Agreement or Mortgage. Your partnership may have to sign a security agreement or mortgage when taking out a loan. A security agreement or mortgage will place a lien on partnership property; in other words, the partnership property will act as collateral for the loan. If the partnership defaults on the arrangement, usually by failing to make payments on a loan, the lender or creditor can take the property and sell it to pay the debt. Because this can have serious consequences for the business, it's advisable for partners to agree before pledging property as collateral.
Selling Partnership Assets. If the partnership wants to sell some or all of its assets, all of the partners should discuss the matter and agree. This will help to avoid confusion, arguments, and monetary losses to the business.
Other Decisions. There may be some other decisions for which you want to require unanimity that we haven't listed here. If that's the case, describe the action or decision in the space provided.
Releasing any partnership claim, except upon payment in full. |
12. Partnership Funds
Insert the name of the financial institution where you'll keep the partnership funds.
Then check a box to indicate who will be able to sign partnership checks. Many partnerships require the signature of only one partner on business checks, but others require two or more. If you check the last box, insert the number of partners who must sign. In a three-person partnership, for example, you may want to require that checks be signed by two partners.
The financial institution where you have the account will have a form of its own for you to fill out.
13. Agreement to End Partnership
You don't need to insert anything here. This paragraph makes it clear that the partnership can be ended if all the partners agree.
14. Partner's Withdrawal
Under the laws of most states, if one partner withdraws from the partnership, the partnership will automatically end: The partnership assets will be liquidated, bills will be paid, and the partners will be cashed out. Check the first box if this scenario is what you want.
You can, however, create a different outcome. Check the second box if you want to give the remaining partners the chance to keep the partnership alive by buying out the interest of the withdrawing partner. The partners will have 30 days to decide whether to continue or end the partnership. All remaining partners must agree to continue at that time. Technically, if the remaining partners choose to continue, they will form a new partnership with each other, but the business will continue as if there was no change.
15. Partner's Death
As with a partner's withdrawal, a partner's death will end the partnership—unless you agree to another outcome. Check the first box if you want the partnership assets to be liquidated and the deceased partner's share of the assets to be paid to that partner's estate.
Check the second box if you want to give the remaining partners the chance to keep the partnership alive by buying out the interest of the deceased partner. The partners will have 30 days to decide whether to continue or end the partnership. All remaining partners must agree to continue it at that time. Technically, if the remaining partners choose to continue, they will form a new partnership with each other, but the business will continue as if there was no change.
16. Buyout
Complete this optional paragraph only if you've provided for a buyout of a withdrawing partner's interest (Paragraph 14) or a deceased partner's interest (Paragraph 15). If you haven't provided for a buyout in Paragraph 14 or 15, either cross out this paragraph (in which case, all partners should initial the deletion) or insert the words "Not Applicable" (eform users can just delete it and renumber the paragraphs that follow).
First, insert the number of days the partnership has to pay the withdrawing partner or the deceased partner's estate for that partner's interest. Keep in mind that the remaining partners already have 30 days to decide whether they want to purchase the interest and continue the business, so the number of days you select for payment of the buyout price should include this amount of time. For example, if you insert 60 days, the remaining partners will have 30 days to decide whether to buy out the interest and 30 more days to pay for it. The number of days should account for any time the partners will need to determine the value of the partner's interest, but it should not make the withdrawing partner or the deceased partner's estate wait too long after the buyout decision is made.
Next you must choose a way to value the interest of a partner being bought out. Here are the alternatives:
Capital Account. A partner's capital account is the amount of the partner's contributions, plus any unpaid allocations of profit, less any distributions already made to the partner. It should also reflect the partner's share of any partnership debts. This is the simplest way to value a partner's ownership interest: using the dollar value of the partner's capital account. However, this may not include the value of the business's assets, its yearly revenues, and profits and intangibles such as goodwill.
Appraisal Value. Another way to value a partner's ownership interest is to have your partnership's accountant determine the fair market value of the partner's interest. This may or may not be appropriate, depending on how knowledgeable the accountant is about your industry and how expensive it would be to have the accountant conduct an appraisal. (Most will charge an hourly or flat fee for this service.)
Using Life Insurance to Fund a Buyout of a Deceased Partner's Interest |
One way to provide the funds to buy out a deceased partner's interest is to buy life insurance. Although your agreement does not require you to do so, you and your partners can buy life insurance policies on each other in an amount sufficient to pay for the shares of a partner who dies. If a partner dies, the remaining partners will receive the benefits from the life insurance policy, which they can then use to buy the deceased partner's interest from the partner's estate. While many business owners do not like paying up front for a benefit that may be years away, insurance policies are cheaper than either saving or borrowing money. (You'd have to save much more money than the amount of your insurance premiums to achieve the same payout an insurance policy will give you, and this money wouldn't be available to help you expand your business.) An insurance policy also guarantees that cash will be available to purchase the shares of a partner who dies unexpectedly. |
Other Valuation Methods. There are several other methods of valuing a partner's interest that use your company's financial statements from one or more years. These include the book value, multiple of book value, and capitalization of earnings methods. These methods are explained in more detail in Legal Guide for Starting & Running a Small Business, by Fred S. Steingold (Nolo). Depending on your business, one of these methods may be more


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How Working at The Horse has Changed My Own Horse Care
Michelle reflects on how her job at The Horse has changed the way she manages and cares for her horses.
Asleep on His Feet
Equids (horses, asses, and zebras) are the only animals that sleep standing up.
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Feeding the Sick Horse
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text: Jyothi Mahalingam is a professional freelancer and a contributing editor to TMCnet. He holds Masters degree in journalism and mass communication from Madurai Kamraj University and a post-graduate diploma in marketing management from Annamalai University. He has worked as Content Manager for Water Today, a bi-monthly technical magazine on water-related industries, and as Online Content Editor covering industrial products for www.ipfonline.com, the Web edition of IPF (Industrial Product Finder) magazine. He has also contributed SEO summaries for www.fieldsassociates.co.uk , www.kmmatrimony.com and worked as General Manager of Web Portal Marketing for Dotcom Infoway Ltd in Chennai. Before opting to become a professional freelancer, Mahalingham worked for Indian telecom service providers OCS-VSNL and TATAVSNL for more than 33 years.


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A Matter of Degrees
Winterize now and keep rolling through the cold
By Homer Hogg, Senior Technical Trainer for TA and Petro
Winter is just around the corner and trucks don't particularly like low temperatures. Metal parts, fluids and coolants just don't move as smoothly when they are cold. Freezing moisture can decrease braking power.


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This was my second visit, and hopefully not my last. I love this place. The riverside location is fabulous, though not very central. The rooms are sumptuous, and employees could not be more professional, or friendly. They were especially sweet to my seventy-three year old mother, who was travelling with us.
- Also Known As:
- Palacio Do Freixo Hotel Porto
- Palacio Do Freixo Hotel
- Official Description (provided by the hotel):
- This hotel is situated by Porto's Douro River in a restored 18th-century Baroque building. It offers grand public areas with original architecture. Rooms at Pousada do Porto, Palacio do Freixo are spacious, air-conditioned and have a separate seating area. Bathrooms include luxury amenities and a hairdryer. Some rooms offer Douro River views. Guests can relax on a sun lounger next to the Palacio Do Freixo's outdoor infinity pool which overlooks the river. The restaurant at Pousada do Porto, Palacio do Freixo serves a daily buffet breakfast cooked with fresh ingredients. Guests can order light snacks at the pool or evening cocktails at the hotel's bar. The hotel is situated 2.5 km from the Dolce Vita Shopping Area and 1 km from Campanha Train Station. Porto Airport is a 20-minute drive away. ... more less
- Reservation Options:
- TripAdvisor is proud to partner with Booking.com, Expedia, Hotels.com, Agoda, Otel, Travelocity, Tablet Hotels, Splendia, Escapio, Asiatravel.com Holdings and Tingo so you can book your Pousada do Porto - Freixo Palace Hotel reservations with confidence. We help millions of travelers each month to find the perfect hotel for both vacation and business trips, always with the best discounts and special offers.


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Our Commercialization Assistance and Global Bridge™ Programs help entrepreneurs address viable market opportunities and bridge the gap between an innovative technology and an economically-viable product. Program participants receive a combination of personalized mentoring, targeted consulting sessions and private feedback sessions with investment and industry partners, building the global competitiveness of technology-based enterprises.
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Home | About the OCC | News and Issuances | Publications | Tools and Forms | Topics |
Subject: Management Interlocks
Date: July 16, 2007 To: Chief Executive Officers of All National Banks, Department and Division Heads, All Examining Personnel, and Other Interested Parties
Description: Final RuleThe Office of the Comptroller of the Currency (OCC), the Board of Governors of the Federal Reserve System (Board), the Federal Deposit Insurance Corporation (FDIC), and the Office of Thrift Supervision (OTS) (the agencies) have amended their rules regarding management interlocks (including OCC's part 26) to implement section 610 of the Financial Services Regulatory Relief Act of 2006 (FSRRA) and to correct inaccurate cross-references. Section 610 of the FSRRA amended section 203(1) of the Depository Institution Management Interlocks Act (12 USC 3201 et seq.) by raising the asset threshold of the small institution exception from $20 million to $50 million, effective as of October 13, 2006.1 Specifically, the final rule amends 12 CFR 26.4(b) to allow a management official of one depository organization to serve as a management official of an unaffiliated depository organization if the depository organizations (or their depository institution affiliates) have offices in the same relevant metropolitan statistical area and one of the depository organizations in question has total assets of less than $50 million. The agencies' issued an interim final rule implementing section 610 on January 11, 2007. The agencies have adopted this interim final rule with no changes. For further information, contact Heidi M. Thomas, Special Counsel, Legislative and Regulatory Activities, at (202) 874-5090, Sue Auerbach, Counsel, Bank Activities and Structure, at (202) 874-5300; or Jan Kalmus, Senior Licensing Analyst, Licensing Activities, at (202) 874-4608, Office of the Comptroller of the Currency, 250 E Street SW, Washington, DC 20219. Julie L. Williams Related Links |


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- HOOPSWORLD | Basketball News & NBA Rumors - http://www.hoopsworld.com -
NBA PM: Clippers Pursuing Shooting Guards
Posted By Alex Kennedy On March 6, 2012 @ 6:00 pm In All,Main Page,NBA | No Comments
Over the next week and a half, the Los Angeles Clippers will make a strong push to acquire a starting shooting guard, according to multiple sources close to the situation. Ever since Chauncey Billups' season ended due to a torn left Achilles tendon, the Clippers have been searching for a replacement two-guard.
They tried to sign J.R. Smith after he returned from China, but he decided to join the New York Knicks. They even worked out free agent shooting guards such as Michael Finley and Jermaine Taylor. Now, the Clippers are hoping to solve their problem with a trade prior to the March 15 deadline.
As of right now, Randy Foye and Travis Leslie are the only true shooting guards on the Clippers' roster. Foye has been the starter since Billups' injury, but the team continues to look for an upgrade. Leslie, a second-round pick in this year's draft, has appeared in just eight games for the Clippers.
The Clippers have expressed interest in Ray Allen and Jamal Crawford, according to sources.
The Boston Celtics aren't actively shopping Allen, but they are listening to offers. It's unclear what Boston would want in exchange for Allen, but the two teams will continue to talk as the deadline approaches. Los Angeles will have some competition as they pursue Allen, since many teams have expressed interest in the 36-year-old shooting guard. Clippers head coach Vinny Del Negro was Allen's teammate on the Milwaukee Bucks from 1998-2000.
The Portland Trail Blazers may look to move Crawford at some point over the next ten days. Sources close to the situation say that Crawford will opt-out of the final year of his contract to test free agency this summer. Rather than losing him for nothing this offseason, Portland may decide to deal him. The Clippers are among the teams expressing the most interest in Crawford, along with the Minnesota Timberwolves. Los Angeles tried to sign-and-trade for Crawford during the offseason, but the Atlanta Hawks didn't want to take back any contracts.
Other shooting guards who could be on the move before the deadline include O.J. Mayo of the Memphis Grizzlies, Courtney Lee of the Houston Rockets and Anthony Morrow of the New Jersey Nets. If these players are put on the block, expect the Clippers to be among the teams expressing interest.
The Clippers currently sit at 22-14 and hold the fourth seed in the Western Conference. Since Billups' injury on February 6, Los Angeles has gone 7-7 with losses against struggling teams like the Cleveland Cavaliers, Golden State Warriors and Phoenix Suns. The Clippers are definitely a team to keep an eye on as the trade deadline approaches. If they don't make a move, it wasn't for lack of trying.
Magic Lack Assets for Big Move: The Orlando Magic organization isn't ready to part ways with Dwight Howard. While general manager Otis Smith continues to receive calls from interested teams, sources believe that the Magic will hold onto Howard past the trade deadline. There are members of the organization who remain optimistic that Howard will re-sign this summer if the right moves are made.
That's why the Magic will spend the next week and a half pursuing players like Steve Nash and Monta Ellis rather than weighing offers for Howard. The organization wants to bring in a second star to appease Howard, but that's easier said than done given Orlando's assets.
While the Magic would love to make a splashy move before March 15, the general consensus around the league is that they don't have the trade chips to acquire a second star. The Magic have backed themselves into a corner after making poor personnel decisions and overpaying for players.
Their most attractive assets are Ryan Anderson, J.J. Redick, Jameer Nelson and Earl Clark, but those aren't pieces that will yield a star player like Nash or Ellis in a trade. Unless they're able to involve a third team, it'll be difficult for them to add a significant piece prior to the deadline.
Their best asset is Anderson, who is having a career-year and averaging 16.3 points. However, many executives wonder if Anderson is a product of Orlando's system. For the past three years, Orlando has attempted the most three-pointers in the league. Howard draws double-teams in the paint, which creates open shots for their sharpshooters. In a different offense, one that doesn't have Howard or a trigger happy approach, would Anderson be as effective? Executives aren't sure, which lowers Anderson's trade value. It's the same reason the Magic didn't sign Anderson to an extension in January – they weren't sure if they'd have Howard or the same system returning next season.
Orlando wants to bring in a notable player to appease Howard and help them contend for a championship this season. However, the odds are against them with the deadline approaching.
Warriors Recall Tyler from D-League: The Golden State Warriors have recalled forward/center Jeremy Tyler from the Dakota Wizards of the NBA Development League, the team announced today.
Tyler, 20, appeared in five games with the D-League team, averaging 15.6 points, 7.8 rebounds and 1.4 blocks in 28.8 minutes per contest. He was originally assigned to the Wizards on February 27 and posted his top scoring effort in the D-League the next night, with 20 points to go along with nine rebounds.
Last night, he posted a double-double with 13 points and 11 rebounds against Idaho. Prior to his assignment to the D-League, Tyler appeared in 14 games for the Warriors this season, averaging 1.9 points and 1.0 rebound in 4.6 minutes per contest.
Tyler was the 39th overall pick in the 2011 NBA Draft.
Hamilton Day-to-Day After Shoulder Injury: Chicago Bulls guard Richard Hamilton has a right shoulder contusion and mild sprain of his right shoulder, the team announced today.
Hamilton suffered the injury in the first quarter of last evening's game versus the Indiana Pacers. His status is day-to-day and he should be able to play tomorrow night versus the Milwaukee Bucks.
HOOPSWORLD Chats: There were two NBA chats scheduled for today, starting with senior NBA writer Eric Pincus who held down his weekly NBA chat at 4 p.m. ET. Next up, Stephen Litel will host his weekly NBA chat at 8 p.m. ET.
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So, we started off chanting about porridge, popcorn and ice cream. Then, we added matzoh balls, Chinese food, and guacamole. While you're fixing dinner, or eating lunch, try chanting about the food you're eating being hot, cold and nine days old.
Then, why not take it out of the kitchen? Here's what one mom did this week: "Socks and shoes hot, socks and shoes cold, socks and shoes on my feet nine days old…" How fun! And stinky!! (Though, not perhaps as stinky as nine-day-old guacamole….Eeeeew…)


text: Yet one more derivation of Malcolm in the Middle, the WB Network sitcom Maybe It's Me went into production under the less sensitive but more amusing title Maybe I'm Adopted. The "Me" in question was 15-year-old Molly Stage (Regan Dale Neis), a resident of "the smallest town in the smallest state," who did her best to survive life with her nutty family: soccer-coach dad Jerry (Fred Willard), super-stingy mom Mary (Julia Sweeney), Christian-rocker brother Grant (Patrick Levis), punkish sibling Rick (Andrew Walker), spawn-of-satan twin sisters Mindy and Cindy (played by real-life twins Daniella and Deanna Canterman), and eccentric (to say the least) Grandma Harriet (Ellen Albertini Dow). That grand old trouper Dabbs Greer was seen as goofy old Grandpa Fred. Series creator Suzanne Martin claimed that the Stage clan was based on her own family; if so, the poor woman deserves all our sympathy. Part of a Friday-night WB comedy block, Maybe It's Me debuted on October 5, 2001, its original September 21 premiere date preempted by continuing coverage of the World Trade Center tragedy. ~ Hal Erickson, Rovi


text: Long time bachelor Charlie (Charlie Sheen) and his divorced, uptight brother Alan (Jon Cryer) give a whole new meaning to the word dysfunctional as they attempt to meet women, deal with freak accidents, and share parenting responsibilities for Alan's pre-pubescent indolent son Jake (Angus T. Jones.) Boys will be boys as Alan struggles to guide Jake through life with valuable lessons of morality. Meanwhile, Alan's ex-wife Judith (Marin Hinkle) takes advantage of every opportunity to destroy any self-respect that Alan may have left, and Charlie is forced to deal with the come-ons from his crazy neighbor Rose (Melanie Lynskey). After a year of living together, the guys have figured out how Two and a Half Men equal one family. Sort of. But there are plenty of hilariously rough spots along the way, and you'll share them all in this four-disc collection that includes all 24 episodes of the second season, which aired from 2004-05 on CBS.