how to start your own business

Starting a New Business for the First Time? Here are the Nuts and Bolts!

Absolutely, diving into the world of business can seem overwhelming, but let’s break it down in a friendly and approachable way:

Q: I want to start a business, but I’m not sure where to begin. What are the first steps I should take?

A: First off, kudos to you for taking the exciting step of starting a business! Think of it like planting a seed that will grow into something amazing. Here are your initial steps:

  1. Idea Exploration: What do you love doing? What problems can you solve? Your business can be built around your passion or addressing a need in the market.
  2. Market Research: Look around—see who else is doing something similar. What makes your idea unique? Understanding your potential customers and competitors is like having a treasure map for success.
  3. Business Plan: Think of this as your roadmap. What’s your business about? How will it make money? It doesn’t have to be a novel; just jot down your ideas to guide your journey.
  4. Legal Structure: Choose a business structure. For beginners, an LLC (Limited Liability Company) is like the “easy mode” of business structures. It provides some protection for your personal assets and is relatively simple to set up.
  5. Name Your Baby (Your Business): Pick a name that resonates with your brand. Check if the name is available and consider registering it to make it official. Don’t forget to protect your business name by registering a trademark!
  6. Register Your Business: This is where the legal magic happens. Register with the appropriate authorities, usually at the state level. It’s like giving your business an official ID.
  7. Get an EIN: Think of this as your business’s social security number. It’s necessary for taxes and other official stuff.
  8. Open a Business Bank Account: Keep your business money separate from your personal funds. It’s like having different pockets for different purposes.
  9. Understand Taxes: Don’t let taxes sneak up on you. Research your tax obligations and maybe consult a tax professional for peace of mind.
  10. Start Small, Dream Big: Begin with manageable goals. Rome wasn’t built in a day, and neither is a successful business. Celebrate small victories along the way.

Remember, you’re not alone in this journey. Friends, mentors, and even the internet are here to help. Embrace the adventure, and you’ll find yourself navigating the world of business like a pro in no time!

Do you have any questions? Let us see if we can help. Chat with us today!

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Valuing Your Business

How Do I Value My Business?

You’ve done well. Your business has grown due to your diligence and hard work. Now it’s time to move on to other endeavors and life pursuits.

But what now? How do you sell a business? How do you value a business?

Besides the obvious requirement of finding a buyer to sell to, you want to determine what that price should be. You deserve to get what’s fair for your capital investment and sweat equity. Not everyone can do what you’ve done and you should be fairly compensated before beginning the next chapter.

Valuing your business for sale is a crucial step in the selling process. Accurately determining the value of your business helps you set a fair asking price, attracts potential buyers, and ensures a successful sale. There are several methods for valuing a business, and you may choose one or a combination of these methods:

  1. Asset-Based Valuation: This method calculates the value of your business based on its tangible and intangible assets. It involves assessing the total value of your company’s assets, including real estate, equipment, inventory, and intellectual property. Subtract any liabilities, such as loans and outstanding bills. This method is commonly used for asset-heavy businesses.
  2. Market-Based Valuation: The market-based approach determines your business’s value by comparing it to similar businesses that have been sold recently. This is often called “comparable sales” or “comps.” To use this method, you need access to data on similar businesses and transactions in your industry. You can then adjust the valuation based on differences in size, location, growth potential, and other factors.
  3. Income-Based Valuation: The income-based approach evaluates your business’s value by considering its ability to generate income or profit. There are two primary methods within this approach:
    • Capitalization of Earnings: This method calculates the value based on the expected future income your business will generate. It involves determining a capitalization rate and applying it to the business’s earnings.
    • Discounted Cash Flow (DCF): DCF involves estimating the future cash flows your business is expected to generate and discounting them to present value. This method is often used for businesses with high growth potential.
  4. Multiple of Revenue or Earnings: This approach is commonly used for businesses in certain industries, such as technology startups or online businesses. It involves using a specific multiple (e.g., 2x revenue or 5x EBITDA) to determine the business’s value based on its revenue or earnings.
  5. Intangible Assets Valuation: For businesses with significant intangible assets, such as patents, trademarks, or brand value, it may be necessary to separately value these assets and add their value to the business’s overall valuation.
  6. Industry-Specific Methods: Some industries have unique methods for valuing businesses. For example, a restaurant’s value may be based on a multiple of its annual sales, while a law firm’s value might be determined by billable hours.
  7. Consult a Business Appraiser: To get an accurate and objective valuation of your business, consider hiring a professional business appraiser. They have the expertise and experience to apply the appropriate valuation methods and provide a well-documented assessment.
  8. Consider Market Conditions: Market conditions, such as supply and demand for businesses in your industry, the economy, and the state of your business when you’re ready to sell, can also influence the final selling price.

Remember that the valuation of a business is not a one-size-fits-all process, and it often requires a combination of methods to arrive at a reasonable and fair value. It’s also important to keep your emotions in check and remain objective during the valuation process to ensure a successful sale.

 

Have more questions? Are you looking to sell your corporation, LLC, or partnership? Let us help.

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Benefits to forming an LLC in Tennessee

Benefits to Forming an LLC in Tennessee

Forming a Limited Liability Company (LLC) in Tennessee can offer several advantages to entrepreneurs and business owners. Here are some of the key reasons why you might want to consider forming an LLC in Tennessee:

  1. Limited Liability Protection: One of the primary benefits of an LLC is that it provides limited liability protection to its members (owners). This means that personal assets are typically shielded from the business’s debts and legal obligations. In the event of a lawsuit or financial troubles, your personal assets are generally protected.
  2. Simplicity and Flexibility: Forming and operating an LLC in Tennessee is relatively straightforward. You have flexibility in structuring the management and ownership of the company. It’s a suitable choice for small businesses and startups.
  3. Pass-Through Taxation: LLCs are taxed as pass-through entities by default. This means that business profits and losses “pass through” to the individual members, who report them on their personal tax returns. This avoids double taxation, which is a disadvantage of C-corporations.
  4. Tax Benefits: Tennessee offers a favorable tax environment for businesses. There is no state income tax on wages and salaries, and the state has a relatively low sales tax rate. This can be advantageous for both the business and its owners.
  5. Asset Protection: LLCs can provide an additional layer of asset protection. Creditors of the LLC generally cannot pursue the personal assets of the members, making it a good choice for businesses that may face liability risks.
  6. Professional Credibility: Forming an LLC can enhance the professional image of your business. It conveys a sense of permanence and legitimacy, which can be important when dealing with customers, suppliers, and investors.
  7. Management Flexibility: LLCs allow for a flexible management structure. You can choose to manage the company yourself, or you can designate a manager or managers to handle day-to-day operations. This is particularly helpful if you want to involve passive investors.
  8. Privacy: Tennessee law allows for a high degree of privacy. You don’t need to publicly disclose the names of members or managers when you file your Articles of Organization, which can be beneficial for businesses seeking confidentiality.
  9. Transferability of Ownership: LLCs provide flexibility in transferring ownership interests. You can easily admit new members or sell ownership interests with the consent of the existing members, as outlined in the operating agreement.
  10. Estate Planning: LLCs can be useful for estate planning purposes. You can transfer ownership interests to family members or heirs, which can help with wealth transfer and minimize estate taxes.
  11. Access to Financing: Forming an LLC can make it easier to attract investment and secure loans or grants. Many investors and lenders prefer dealing with structured business entities like LLCs.

It’s important to note that while forming an LLC in Tennessee offers these advantages, it also comes with certain responsibilities, such as filing annual reports, maintaining corporate records, and adhering to state regulations. It’s advisable to consult with a legal or financial professional to determine if an LLC is the right choice for your specific business needs and goals.

 

More questions? Feel free to reach out to us!


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incorporating in Tennessee

Incorporating Your Business in Tennessee

To incorporate a business in Tennessee, you need to follow a specific set of steps and meet various legal requirements. Here’s an overview of the incorporation process:

  1. Choose a Business Name:
    • Select a unique and distinguishable name for your corporation. You can check the availability of your chosen name on the Tennessee Secretary of State’s website.
  2. Designate a Registered Agent:
    • Appoint a registered agent who will be responsible for receiving legal documents and official correspondence on behalf of your corporation. The agent must have a physical address in Tennessee.
  3. File Articles of Incorporation:
    • Prepare and file Articles of Incorporation with the Tennessee Secretary of State. You can do this online through the Secretary of State’s website or by submitting a paper form. The articles typically include information about your business name, registered agent, principal office address, and the purpose of your corporation.
  4. Create Corporate Bylaws:
    • Draft corporate bylaws that outline the internal rules and regulations governing your corporation. Bylaws typically cover issues such as shareholder meetings, director responsibilities, and corporate governance.
  5. Hold an Organizational Meeting:
    • After filing the Articles of Incorporation, hold an initial organizational meeting of the board of directors to adopt bylaws, elect officers, and take care of other organizational matters.
  6. Obtain an EIN:
    • Obtain an Employer Identification Number (EIN) from the Internal Revenue Service (IRS). This unique number is required for tax purposes and opening a business bank account.
  7. Register for State Taxes:
    • Depending on the nature of your business, you may need to register for state taxes with the Tennessee Department of Revenue. This includes sales tax, use tax, and any other applicable state taxes.
  8. File Initial Reports:
    • Some states, including Tennessee, require corporations to file an initial report shortly after incorporation. This report provides additional information about the corporation’s directors, officers, and shareholders.
  9. Comply with Ongoing Requirements:
    • Your corporation must comply with various ongoing requirements, such as filing annual reports, paying state taxes, and maintaining corporate records.
  10. Foreign Corporations Doing Business in Tennessee:
  • If your corporation is already incorporated in another state but wants to do business in Tennessee, you may need to register as a foreign corporation with the Tennessee Secretary of State.

It’s advisable to consult with an attorney or a business advisor who can guide you through the specific steps and legal requirements for your unique business situation. Additionally, the Tennessee Secretary of State’s website provides detailed information and forms to assist with the incorporation process.


 

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Electing S Status for Your Corporation


Electing S corporation (S corp) status is a tax-related decision that certain eligible businesses can make in the United States. S corp status provides several tax advantages, but it also comes with specific requirements and restrictions. Here’s an overview of the process and considerations for electing S status:

  1. Eligibility Requirements:

To qualify for S corporation status, your business must meet the following criteria:

Be a domestic corporation (organized in the United States).

Have only allowable shareholders, which generally include individuals, certain trusts, and estates. Other corporations, partnerships, or non-resident alien shareholders are generally not allowed.

Have no more than 100 shareholders.

Have only one class of stock.

Not be an ineligible corporation (certain financial institutions, insurance companies, and some other entities are ineligible).

  1. Initial Corporation Formation:

If your business is not already organized as a corporation, you’ll need to incorporate it under state law by filing the necessary documents with the state’s secretary of state.

  1. Obtain an Employer Identification Number (EIN):

Your business should have an EIN, also known as a federal tax identification number, which is required for tax purposes.

  1. Hold an Initial Shareholders’ Meeting:

If you haven’t already done so, you should hold an initial shareholders’ meeting to adopt corporate bylaws, appoint officers, and issue stock certificates.

  1. File Form 2553:

To elect S corporation status, you must file Form 2553, “Election by a Small Business Corporation,” with the Internal Revenue Service (IRS). You can generally do this within two months and 15 days after the beginning of the tax year for which the election is to take effect, or at any time during the preceding tax year.

All eligible shareholders must sign the election form.

  1. Maintain Compliance:

Once you’ve elected S corporation status, you must meet ongoing compliance requirements, including filing annual tax returns (Form 1120S) and providing K-1 statements to shareholders.

Follow state and federal rules for S corporations, including limitations on stock ownership, distribution of profits, and other regulations.

  1. Enjoy Tax Benefits:

S corporations are “pass-through” entities for tax purposes, meaning that business income and losses flow through to the individual shareholders’ personal tax returns. This avoids double taxation at the corporate and individual levels.

Shareholders can potentially benefit from lower self-employment taxes compared to sole proprietors or partners.

  1. Considerations:

While S corp status can offer tax advantages, it may not be suitable for every business. Evaluate whether the benefits outweigh the restrictions and compliance requirements.

Consult with a tax advisor or attorney to ensure that electing S status is the right choice for your business and that you meet all eligibility requirements.


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How Do I Choose? Corporation v. LLC

Choosing between a corporation and a limited liability company (LLC) is an important decision when starting or structuring a business. Both entities offer distinct advantages and disadvantages, and the choice largely depends on factors such as your business goals, ownership structure, taxation preferences, and liability concerns. Here’s a comparison of corporations and LLCs to help you make an informed decision:

 

Corporation:

 

  1. Limited Liability: Shareholders in a corporation have limited personal liability, meaning their personal assets are generally protected from business debts and liabilities. Directors and officers also enjoy limited liability.

 

  1. Ownership Structure: Corporations can have a complex ownership structure with shareholders, directors, and officers. They are typically better suited for businesses with multiple owners and a hierarchical management structure.

 

  1. Raising Capital: Corporations often find it easier to raise capital through the sale of shares or stock offerings. Investors are more familiar with this structure and may be more willing to invest.

 

  1. Taxation: C corporations are subject to double taxation. The corporation pays corporate income tax on its profits, and shareholders are then taxed on any dividends they receive. However, there are tax planning strategies available to mitigate this issue.

 

  1. Regulation and Formalities: Corporations typically have more formalities, including annual meetings, bylaws, and record-keeping requirements. Compliance with state regulations is essential.

 

  1. Transferability of Ownership: Shares in a corporation are usually easy to transfer or sell, making it simpler to bring in new investors or sell the business.

 

Limited Liability Company (LLC):

 

  1. Limited Liability: Members (owners) of an LLC have limited personal liability, similar to shareholders in a corporation. Their personal assets are generally protected from business debts and lawsuits.

 

  1. Ownership Structure: LLCs offer a flexible ownership structure. They can be owned by a single member (single-member LLC) or multiple members. Management can be structured as member-managed (members make decisions) or manager-managed (managers appointed by members make decisions).

 

  1. Taxation: LLCs typically have pass-through taxation. This means that business profits and losses pass through to the members’ individual tax returns, avoiding double taxation. However, some LLCs may elect to be taxed as corporations for specific tax benefits.

 

  1. Regulation and Formalities: LLCs have fewer formalities and less regulatory burden compared to corporations. They usually require less paperwork and fewer ongoing compliance requirements.

 

  1. Flexibility: LLCs are known for their flexibility in terms of management, profit allocation, and operational decisions. They can be ideal for small businesses with fewer administrative needs.

 

  1. Transferability of Ownership: The transfer of ownership interests in an LLC can be restricted by the operating agreement, making it more controlled than the sale of corporate shares.

 

Ultimately, the choice between a corporation and an LLC depends on your specific business objectives, size, management structure, and taxation preferences. It’s essential to consult with legal and financial professionals to assess your unique circumstances and determine which entity best aligns with your business goals and compliance requirements. Additionally, state laws can impact the advantages and disadvantages of each entity, so it’s crucial to consider the jurisdiction in which you plan to operate.


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