Life is Simple &
(if you avoid bad moves)
A Listing of the Overly Simple, with warning
paragraphs after each one:
PROTECTING THE STARTUP BUSINESS
Usually startup entrepreneurs either won't listen to advice meant to protect their (potential) personal wealth, OR, they listen to the hundreds of others that tell them what they "must" do for government.
To make matters worse, many startups want to do the things first that cost nothing -- and that is a BIG mistake. Registering for anything will put you on the map. This includes sales tax licenses, city business licenses, local organization memberships, and business databases. Anything that establishes a tie to a jurisdiction establishes (by your own hand) that jurisdictions authority over you.
Recently, the Supreme Court rejected its previous holding in Quill and established "Economic Nexus" by virtue of its Wayfair decision. In as little as 100 transactions OR $100,000 in sales, a foreign state can obtain jurisdiction over you. This nexus is NOT just for sales tax liability, but is expected to increase liability in other areas.
With all that is working against the new startup business, the very last thing that any true entrepreneur would want to do is to take steps to "appear" in the jurisdiction in advance of absolutely knowing 100% that the business will operating in that jurisdiction.
Cities are telling startups to pay their city tax, states tell new businesses to pay their franchise and state tax, and the federal government tell them which forms and where to file. The startup entrepreneur may eventually not complete the occupation of its original (state, county, & city) jurisdiction at the start of business. A problem is (1) that a later audit will be triggered requiring money for defense and time for the hearing, and (2) a controversy with multiple jurisdictions fighting over the same matter can multiply the cost of trouble.
The transition from a time just before business starts, to the time of the official start of business should be marked and unambiguously identifiable. In the time before business officially starts, the startup should do everything possible to explore every possible advantage, and particularly the cost savings advantages. Cost savings advantages include overhead cost, tax cost, rent cost, living expenses cost, commuting cost, personnel cost, and government reporting costs such as for tax returns.
Most considering a startup business are never encouraged to (1) protect themselves from failure, (2) look closely and exhaustively at all possible cost factors or (3) create a non-fictional business plan. What planning an entrepreneur manages to get done focusses on what can't be controlled (market share) and not on what can be controlled (costs).
In the time just before business starts, a number of cost related tasks should be performed in the extreme. Business should not be started before these cost related tasks are complete. Reasons include:
(1) Once business is started, there will be tremendous pressure to cut costs. These pressures will come from the distributor, the customers, shipping, employees, contractors, suppliers, & packagers. If you didn't already know your minimum costs based upon suppliers, your jurisdiction, taxes, transportation and much much more more, you will have to find it out at a time when these factors will be far less controllable. Put another way, if you discover later on that you could have reduced costs by locating in another jurisdiction, or by using a different source of supply, it may be too late to switch. Leases, output and supply contracts, and other obligations are fixed in the short term.
(2) A large amount of feedback data and distribution contacts can be accumulated before business is started. Talking with potential sellers is a start. If product is available, providing a sample under an agreement for feedback can multiply the data received from potential buyers' customers. Having a product as a talking point can entice the buyers' to ask opinions from their customers and thus pre-create a market for the goods. Knowing a level of firm commitment from buyers based upon their customer's interest will enable decisions about manufacturing quantities and a level of automation that can be justified.
(3) Patent and trademark rights should be secured before the product is seen by anyone. However, once the product begins to get feedback, and long before the product is sold, such feedback may create an impetus for product improvement, which will be captured in supplemental patent rights while the improvement is kept private.
(4) Pre-startup should be a time when the startup entrepreneur is absolutely free from any dangerous & harmful agreements & relationships with others, so that the pre-startup business can be free to explore every possible alternative.
(5) There should be so much exploration before the business startup actually starts business, that the startup entrepreneur should be maximally confident either that the selected costs are minimized, an if not, by what amount the costs exceed minimization and a completely justified reason that the cost exceeds that minimum amount.
(6) Before the business is formed, entity selection should be planned and riven by asset isolation& risk diversification. Evaluating production versus licensing for instant capital gain versus bankruptcy isolation is important. However, "Survival" should require that a distributed set of entities holding the business assets be isolate to increase survivability. Insurance against lawsuits is a positive arrangement, but the business needs to have as much isolated diversity as possible so that elements of the business will survive to either live-again as a successor business, or to provide value to the entrepreneur at the time of dissolution. Everything should be considered under the outcome conditions of wild growth, moderate growth, stagnation, and bankruptcy.
(7) As the picture of the best and worst alternatives begin to manifest themselves, consider the use of various levels of "bargaining" to negotiate for the best set of conditions. For example, what if a startup is considering "State A", and Counties A1, A2, A3 with cities C1, C2 and C3 in County A1? Any number of negotiations might begin, including:
(a) Ask "State A" to provide a cash startup award and tax credits. (Elon Musk derived HUGE tax credits and incentives from Nevada at a time when he projected a major design and manufacturing plant. Size commands compromise, but even a small business may be able to pick up considerable help before it starts. Generally, if you have already started business, there is not nearly the bargaining power.) Let them know you are also considering "State B" and "State C". Tout the advantages of "State B" and "State C" to better your position.
(b) Ask "County A" to provide cash startup award and tax credits. Let them know that you are also considering "County B" and "County C." Tout the advantages of "County B" and "County C" to better your position.
(c) Ask "City A" to provide cash startup award and tax credits. Let them know that you are also considering "City B" and "City C." Tout the advantages of "City B" and "City C" to better your position.
(d) For all of the above, consider particularized in-kind help that government can provide. Some of your incentive might include no-cost refuse pickup, or a waiver of some utilities for a period of time. You will try to negotiate for everything so long as the entrepreneur is not asked to commit personal finances. Often, government will try to have someone commit their personal finances so that if the business goes under or relocates, the person in control can be sued. Since REDUCTION of liability is the main concern, no amount of benefit can justify having the entrepreneur destroy personal assets and family life, the prosperity of which was the object of starting and running a business to begin with.
(e) Another benefit might include an interest free loan from government. It is the business that gets the loan and not the entrepreneur; and therefore there should be no personal guarantees. Government often treats businesses in this way: "if the business succeeds we derive tax benefits, so we don't care if it fails as we have nothing invested in the business." So long as there is no fraud and so long as there is complete honesty, the city is not taking a very big chance. Tax credits cost government very little, typically the amount of the income tax rate or sales tax rate. Unless there is wholesale embezzlement, there is much in a business from which government may recover an investment. Further, government gives grants every day for community betterment, and a grant to a business that commits to the community is not much different than grants the city gets from other governmental units.
(8) The exploration of all aspects for startups in every location should ideally never stop and should be ongoing. Just like the process of becoming an employee, the best deals occur prior to movement to or commitment to an area. If PeiWei had moved to Irving, Texas and THEN started its negotiation for grants and tax credits, it would have probably received nothing. However, even after the location is established, the entrepreneur should continue to monitor all possible locations. In addition to the need to see how those locations handle changes in the law, such knowledge can be a further bargaining chip to negotiate further benefits from government. If government was willing to give value to get the business in its jurisdiction, it should certainly be willing to pay "something" to encourage it to stay there. Government likes new jobs, but they have to be reminded that building stability takes time, and that jobs have to be grown and can't always be traded like commodities. Attracting and growing the right workforce around the business can bring value to both the business and the community.
(9) The exploration of all aspects for startups should ideally never stop and should be ongoing. (a) The business should continually remain in a state of constant evaluation and willingness to consider a move or expand into another more profitable area at every point in time. (b) The business owner should continue to closely examine both competitors and associated businesses to gauge how they react to changing laws and changing economics, and use that data in their evaluations. (c) Watch for changes in state and national laws that emperil your mix of goods and services, your location, and your business form. As an example, California has strict monitoring of the apparrel industry and excessive tax on gasoline and lumber.
No one factor should cause other than a well thought out and globally reasoned response. The main result of each inquiry should be the keeping of a complete record of all comparitives in order to assist in a more rapid future evaluation. An improvement on the keeping of a record of such comparatives could involves the generation of multiple profit projection for as many "cases" as possible.
One similar technique I suggested for individual debtors is a debt abatement chart is to mark events along a time line in which debt abates or in which opportunities to act to improve net earnings can be performed with minimum cost. For individual debtors, statutes of limitation are major events. For a business, the natural ending of a lease, or the ending of a service contract or a supply contract are events that should trigger an advance search for alternatives.
The checklist of investigation is wide and varied for an existing "in business" organization, and a list might include:
(a) A survey of competing suppliers
(b) Benefits of contracting for a combination of goods and services to give an optimum balance
(c) Tax credits and cash payments to relocate. (A small restaurant corporate group (PeiWei) recently moved a 12 of its 24 corporate jobs to Irving and picked up a $500,000 tax credit, and a $75,000 gift from the city of Irving. If a new business doesn't negotiate each new location or location change, it could be leaving a pile of money in the form of cash or tax credits for some other business to claim.
(d) New manufacturing techniques
(e) Remote automation (However, beware that sensitive information, inventions, personal information and the like can escape to cause the business to incur liability.
(f) Insurance review (This includes a look at liability in your industry and liability changes in your jurisdiction). Thousands of dollars can be saved annually by negotiating higher coverage in exchange for less money and/or more restrictions. As an example I seem to remember from years ago, a Jewelry store that locks its merchandise in a secure safe at night gets a significant discount from its insurance carrier. If you search and discover the source of a businesses greatest liability for insurance payout and then take steps to reduce the statistical probability of its occurrence, a significant discount could be awarded. Remember that money saved adds to the bottom line.
(e) Standards Setting (If the business has a new device or method that is safer, think about asking the jurisdiction to include the device's safety standard as a minimum standard of care. If the business has a new device or method that is more secure, think about the possibility of quantifying that security and requesting an insurance company to provide a discount to others that is derived from using your good or service.)
(f) Examine the amount that your competitors are charging and consider whether or not you are competing. Can you offer more service with your product? What about laser marking? Should you explore the advantage of long term contracts? How about a replacement of product provision? Could the use of a credit card company with a replacement provision be adopted by the business? Can you compete "better" for less money?
(g) Footprint issues (Is your production or display facility too large or too small? Where do you meet customers and what is the level of insurance? Do you have employees, and what is their cost? Are your pay periods too narrowly spaced? Most payroll companies make some charge increase for pay periods that occur too often. For example, I have heard of quotes of $60 payroll expense per employee per pay period for very small companies. Weekly pay causes an expense of $60 x 52 weeks per year = $3120 annual cost. Monthly pay periods $60 x 12 months weeks yields $720. Another issue is a state's minimum wage and whether it can be used to reduce liability while periodically sharing REAL profits via an annual or seasonal bonus period. Are you useing a CPEO payroll recognized by IRS as responsible for non-payment of government withholding, or is bonding insurance used, and what is the cost?
(h) Are you attracting empoyees & co-interested parties that have a genuine interest in the business instead of simply "a job"? Are you encouraging co-authorship of articles and papers relating to the businesses' environment? Are you taking the time to begin monitoring candidates for the businesses' next employees?
(i) Is the business entrepreneur controlling all aspects of tax reporting? Close familiarity presents the potential for lowering operating costs. Use the tax return expenses as a further checklist to compare other suppliers.
(j) Export costs Efficient exporting involves accurate record creation, efficient shipping methods and quantities, and guaranteed payments from intermediary banks. Exploration and evaluation of each element is required for maximum efficiency.
(k) Shipping logistics The system for delivering goods and services should be continually re-evaluated to make certain that the costs are minimized. Customers immediacy versus delay should be exploited with discounts for slower delivery methods & times. Where the form of delivery used by the business can be discounted for volume, consider partnering with other vendors, both for shipping and for goods and services compatibility.
Businesses can be forced into untenable positions, but it should be avoided to the extent possible. In the "before business starts phase," an entrepreneur should never be subject to pressure from the offer of a money grant or a money loan. If no commitments have been made, the startup entrepreneur should have time on their side. Remember, if you don't at least ask for something, you have almost no chance of getting it.
PROTECTING THE INVENTOR
Usually the inventor won't listen. My approach to defending inventors, on the rare occasion when they do listen, is with instructive suggestions regarding the following:
Protect the inventor from dangerous& harmful
agreements & relationships with others.
Optimize initially to
avoid a need to unwind licenses & agreements harmful to the inventor.
Avoid trademarks that will
cause personal & business liability& conversion cost.
Entity Selection driven by
asset isolation& risk diversification.
versus licensing for instant capital gain versus bankruptcy isolation.
IRS sale/license rules& control versus passive status.
Ordinary income versus self-employment income; inventory versus investment.
Isolate & optimize sales tax liability; opting not to charge sales tax re: T&RC 6829.
Residence & Domicile of principals to reduce tax liability & increase after tax profit.
Residence & Domicile of business for distribution& employment efficiency.
Preparing for sale of a separate line of business; tax history & voidable preferences.
Never put a patent inside a business entity unless performing bankruptcy planning.
Programming & analog alternatives to overcome §101 statutory subject matter rejection.
Licensing carrot & stick technique to encourage sales while reserving sale & re-license.
Analyze "Prolific Inventor vs. Unitary Business" to enable best future opportunity.
Consider & compare operations in California, Oregon, Nevada, Arizona, Texas & Florida.
Isolating the inventor, business& assets to prevent abuse by lenders& investors.
Analyze foreign factors: revenue repatriation, transfer pricing, need for foreigner to file in U.S., & withholding agent, RE: (FDAP)(TIN)(FIRPTA) (FBAR) & (FATCA).
Analyze & warn regarding adjunct nonprofit entities for improper relationships.
After "Tax Cuts & Jobs Act," "elimination of capital asset status" inventors are in more danger than ever from being lured into an oppressive hiring / invention theft scheme from potential abusers.
Finishing the Invention is Easy
Finishing the invention is easy if you are completely obsessed about it. You find yourself dining with it, you dream about it, you are completely consumed with your invention to the exclusion of all else, and spend 24 hours per day researching every possible variation that will improve quality and reduce cost. After you can verify the existence and maintenance of obsession, jotting down a spread sheet of how to manufacture, material specifications, materials cost, labor time expense, machine time, testing, distribution topology, import-export cost factors, the cost of production at 10,000; 100,000; 1,000,000; & 10,000,000 units produced, the next most available product, materials and manufacturing available, a list of importance of each structure or process that enables the product to actually BE BETTER and listed in order of importance, have attended all the world-wide trade shows on your product, have a complete list of every potential manufacturer for license and every possible competitor as well as a listing of the important players in the potential manufacturers and competitors world-wide, a plan to introduce the product, market test the product and get feedback before your corporate entity configuration has committed you to any liability, and to complete this single sentence, you know essentially everything about your inventive product, how to make it, distribute it and sell it. See? because you are already obsessed, all of the above elements just fall onto the paper while you are busy feeding the obsession. You won't be one of those callers with a homework problem for a licensee, rather than a real, obviously money-making product.
The Glide To Monetary Exploitation Is Swift
The glide to monetary exploitation is swift if an
entrepreneur runs at light speed to maniacally finish the tasks necessary for
inflow of income. After finishing the invention, preparing a complete
patent application capturing each and every technical value structure
relationship and step in the new product and filing a regular patent application
the start of the exploitative path will have been marked. The path to monetary
exploitation and the glide to and through it at light speed through a chain of
preplanned after-filing tasks will include submitting an application to
insurance, using the articles and illustrations you generated in the month
before filing, including the short, medium and long stories and photograph
sequences so that the proficiency in getting placement in trade magazines will
be facilitated. Swift contact and follow-up with trade publications and
potential licensees will be performed, preferably with a trade show meeting
venue within 3 months of the patent filing date to save transportation expense
and encourage potential licensees to bid against each other. The swift
timing will be further stimulated by the completed spread sheet prepared during
the period in which the invention was finished, and will reflect an exacting
profit for the level of production and sales projected, with a decision
algorithm as to the manufacturing returns versus royalty returns upon which a
decision will be made to elect royalties or to elect self-manufacture.
For the royalty route, swiftness will also be aided by a policy outline concerning a preference for active, passive, exclusive, and sale treatment that will have already been explored, along with the resulting tax result for each of the treatments. Policy issues that will also be at the ready includes responsibility for infringement, the treatment of improvements, the cooperation in joint researching of improvements with licensee staff, creating and filing security interests, steps to avoid or minimize licensee bankruptcy, and a schedule of royalties that follow the expected market penetration and maturity, actions reserved to check the books and manufacturing of the licensee, to name a few.
For the self-manufacture route, swiftness will be aided by plotting a path from initial production and sales to steady-state production and sales, including an examination of milestones at which outsourcing is efficiently brought in-house, distribution systems including the logistics and cost of site of manufacture, site of distribution, sales volume, entity function differentiation to preserve personal and corporate assets and survivability, minimize tax and operating cost.
Actions in both paths are measured against other personal income maximizing decisions regarding individual involvement, selling separate lines of business, further innovations in the manufactured product, new products inside and outside of the field, synergy of new introductions and business, the prevailing interest rates, and whether the entrepreneur is oriented for serial creation or operation of a single industry growth as the best path for such income maximization.
Our government provides pro se bankruptcy filing with no fee as a possibility where the bankruptcy filer has an income less than 150% of the income official poverty line applicable to a family of the size involved. See 2018 Table. For a one-person family, for example, the free, no cost bankruptcy filing is available if the bankrupt earns less than $1517.50 per month in 2017. See Procedures
California Nonprofit For $110 In Government Fees
The breakdown on the $110 government fees spent for the smallest nonprofit includes fee to the Secretary of State to register the Educational non-profit corporation $30, FTB (Franchise Tax Board) Request for Exempt Status $30; Secretary of State Statement of Officers $20; Atty General's Charitable Registry initial registration $25; and Postage $5. Later annual recurring fees depend on annual budget level, & a de minimis budget causes average annual government fees to $10 per year as amortization of the statement of officers due every two years. High budget & / or a need for federal exemption applications will require higher and additional government fees. Articles of Incorporation, Bylaws, Attorney General Registry, Officers Statement, Tax ID, State Exemption Application should be prepared and tailored to the strategic & planning purpose needs of the nonprofit. Additional narrative with other factors appears in my LinkedIn Article: https://goo.gl/4N7rPp
Utility Patent $450 Filing Fee
The micro entity government filing fee of $450 (electronic filing) requires a statement of compliance that will generally require the filing to be one of an inventor's first four in number and an adjusted gross income less than a multiple of periodically determined median income limit. Income tax filing status and community property state residence may affect the limit. There currently are other government fees for issuance.
Never Pay Tax Again
Two basic methods (1) stop earning & having assets or mon
Preparing Your Own Tax Return Is An Easy Winner
There are a number of reasons that everyone should prepare their own tax returns:
(1) A paid preparer, even if they are an attorney, waives all privilege as to your interaction with them. The paid preparer, regardless of their professional license status, can be called upon to testify against the taxpayer. (see Loss of Privilege on Tax or Bankruptcy Filing )
(2) There are preparer penalties that make paid preparers unwilling to take positions in favor of the taxpayer. Preparer Penalties are in addition to other penalties, so using a paid tax preparer just increases the total penalties that may be assessed against your case.
(3) Paid preparers defend against preparer penalties by "throwing the taxpayer under the bus." by showing that the taxpayer swore, authorized, and verified the return position that triggered the penalty.
(4) Preparers are generally required to file electronically. Problems include: (a) electronic returns can be not completely filed and / or rejected by the IRS to create a very messy proof problem for the taxpayer; (b) electronic returns restrict what can be sent to IRS, including documentation, messages, Form 8275 disclosure, and much more. Taxpayers that cannot make an advance showing to IRS have a much higher probability of triggering a completely unnecessary audit.
(5) A taxpayer that prepares his or her own return will lack the cooperation of another person required to make a charge of conspiracy to defraud IRS (18 U.S.C. § 371). A situation with a paid preparer might result in the government charging a conspiracy to which the paid preparer responds by kicking the taxpayer even more severely under the bus. In the worst case, a paid preparer is someone that will help the government punish the taxpayer.
(6) A taxpayer that prepares his or her own return will keep better and more organized records. Each preparation and filing of a tax return is an opportunity to organize records that will be used in an audit defense. Most paid return preparers don't go deeply enough into the computations upon which the data you give them is based. By taking responsibility to be prepared for an audit, the taxpayer is more likely to retain, organize, and have the documentation prepared for an audit should an audit occur.
(7) Completeness. The average service client wants to throw the minimum loose data points at a service preparer and have the service preparer forge it into a an unchallengeable shield. This never works. The compromise is usually an attempt to force the client to fill out a "intake sheet" to try and glean a few more data points that the client doesn't want to tell about to begin with and are usually happy to hand it back in blank (which the preparer will use later on as evidence of an indication that the question had a "no" nor "null-set" answer.
(8) Proof of filing, including a proof of all materials sent requires a cover letter outlining all of the items included and a proof of mailing (such as express mail) number on the transmittal letter in order to be double-sure of the proof that you need in the event that the IRS (or state agency) loses your tax return. The key is the taxpayer's ability to prove that it was filed, and not whether the IRS lost it or not.
(9) Better management and optimization of the taxpayer's own life and finances. A taxpayer that prepares and files their own return will have more involvement and will have a better knowledge of, and more control of their own life and business. The reality of reviewing their own records may lead the taxpayer to make decisions that can enable them to be even more prosperous next year.
(10) If a taxpayer had the unfortunate experience of having a long time preparer, that preparer has 10 years of knowledge of the taxpayer's operations, practices and habits and can provide even more formidable evidence against the taxpayer. Even though there is no privilege for any tax preparer, and it makes no sense to use a paid taxpayer, it makes even less sense to keep using the same paid tax preparer that was used in the past.
(11) In some cases, a paid tax preparer will take a bad position on a small dollar arguable point, like a home office deduction, in order to trigger an audit so that money can be made by representing the taxpayer in an audit. Audit representation by the preparer is problematic because (a) the paid preparer is defending the paid preparer's own potentially erroneous work in the return (and thus a conflict), and (b) if the taxpayer had excellent evidence on the issue, it would have already been included with the taxpayer's self-prepared and self-filed tax return had the taxpayer filed on his own, but again, because of the requirement to electronically file, this information was not included with the return. The combination of the above enables preparers to set themselves up to create the audit and to represent in the audit showing the materials that would have otherwise been submitted if the return was self-prepared and self-filed.
(12) Privacy may be waived by voluntary disclosure, so keep sensitive documents, tax information, identity information off of computers that are connected to the Internet.
(13) In the event of an audit or other adverse action, the biggest danger is for the taxpayer to speak with the tax authority. Only a hired attorney with a power of attorney can limit inquiry in the most sensitive cases. Enrolled Agent and CPA privilege under U.S. Code § 7525 are limited to situations that have no danger of becoming criminal matters. Every taxpayer thinks that their relationship with IRS cannot go criminal, but they are wrong. Violations that are ancillary to tax often accompany tax prosecutions, including structuring, money laundering, bankruptcy crimes, conspiracy, obstruction of justice forgery & fraud. Past acts and convictions can be used to add years to any sentence imposed.
Defend Your Own Criminal Case
Fighting a criminal case without a lawyer is a constitutional right. At the federal level, this right is additionally guaranteed by statute. "28 U.S.C. §1654. APPEARANCE PERSONALLY OR BY COUNSEL. In all courts of the United States the parties may plead and conduct their own cases personally or by counsel as, by the rules of such courts, respectively, are permitted to manage and conduct causes therein." This is also known as "pro se". Cases guaranteeing this right include Rivera v. Florida Department of Corrections, 526 U.S. 135 (1999) and Faretta v. California, 422 U.S. 806 (1975). The state cannot force an accused to be compelled by the courts to either pay or accept the assistance of a lawyer.
Mr. SEO Eschews Content
Someone said "your front page reads like a book report." I replied that simple alone is most potentially misleading especially for complex topics. "But," implies Mr. SEO, "the simple, attractive words draw attention from those who would rather have unpleasant things to happen, than to either acknowledge the details or take time and effort to plan against unpleasant things, and that the vast majority of those who might acknowledge & plan, are simply too uncaring or lazy to read the warnings. People crave simplicity even where it does not exist." But I say that it is generally known in our society, the existence & publication of the warnings have an beneficial effect, even if ignored.