Business planning and copywriting basics.

1. Business Planning– Legal Considerations
September 27, 2022
P r e s e n t e r :
M i r i a m R o b e s o n , H a r m o n R o b e s o n L a w , L L P

2. Business Legal Entities
Choosing a business entity is
a legal protection, business
operation, and tax planning
decision.

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BizExcel – Business Planning
What are your Goals?
BIZ Goals
• Ease of operation
• Transferability
• Tax benefits
• Liability protection
• Self-Employment tax
• Flexibility
Personal Goals
• Life/Stage of Business
• Risk Management
• Control of growth

4. Purpose of Entity Choice
Liability Protection
Flexibility
Managing Partners

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Delicious Local Food

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BizExcel – Business Planning
Typical Scenario – Preferred Choice
•Limited Liability Company or S Corporation
• Flexibility, Tax benefits, taxed at owner rate
• Liability protection to owner
• Works for single or multiple owners

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BizExcel – Business Planning
When To Choose Other Entity Types
• C Corporation
• Need for control at the top
• Shareholders who would have trouble with pass-through
income
• Special needs shareholders, “stranger” shareholders
• Limits movements of assets and cash
• WATCH – Dividends are double-taxed.

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BizExcel – Business Planning
When To Choose Other Entity Types
• Partnership
• Well-suited for short-term project
• Can be adapted or evolved into LLC
• Can be terminated at end of project
• Highest liability issues and joint-partner risk
• Sole Proprietor
• Greatest liability risk – both business and personal assets at
stake – Easiest and quickest to market (to start)

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BizExcel – Business Planning
Process of Entity Formation
1. Choose a name
2. File paperwork with IN SOS
3. Obtain Tax ID#
4. Open Bank Account
5. Attorney will prepare paperwork for formation and
operations
6. Use Entity name for ALL accounts, contracts, and business
(example: don’t use personal credit card for biz purchases)

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New Requirement – Corporate Transparency Act
1. Federal law now requires that ALL new businesses register
with the Financial Crimes Enforcement Network
2. https://www.fincen.gov/boi
3. Must report “Beneficial Owners” > 25% ownership or control
4. Purpose is to “track” financial crimes
5. Ask your professional advisor for more details

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BizExcel – Business Planning
Entity Structure and Risk Management
• Liability Insurance – adapted for every entity type, but
does not make you “risk-proof”
• Entity structure can either “keep in” or “keep out”
risk
• You cannot insure against your own bad behavior
• Does not protect against financial liability (bad debt,
bad business decisions, over-extended credit)

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BizExcel – Business Planning
Insurance
•Basic liability insurance
•Basic casualty insurance
•Vehicle insurance
•Workers Comp
•Umbrella/Operations insurance
•Life insurance (Lenders sometimes require)
Usually combined
into one policy

13. Business Taxes
Overview of
“tax touches”
Where taxes find you
* All tax payments are now done
ONLINE for both FED and STATE

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BizExcel – Business Planning
Sales Tax
• Sales Tax reports – payment and paperwork
• Sales tax you collect –
• Must collect sales tax if you sell a product more than 30
days out of the year, or are “in the business” of sales
• Must submit forms and payment regularly
• ST-105 – required to have on file to exclude sales tax for
customers (update annual for regular customers)
• Sales tax you pay –
• Not everything you purchase is subject to sales tax
• Exempt items – Materials and Equipment - used “in the
direct production of” your business
• ST-105 form – fill out and give to vendor

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BizExcel – Business Planning
Employment Tax
• You must withhold and pay employment tax for any
“Employees”
• Employees have -
• Required hours
• Specific Duties
• Supervision
• Does not matter if “work from home”
• Independent Contractors have
• Specific Expertise
• You are NOT their only client
• They can determine their work schedule as long as they meet
your deadline
W2 Tax Form
1099NEC Tax Form

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BizExcel – Business Planning
Self-Employed Income Tax
• You must pay quarterly Estimated Tax on profit
• Due April – June – September – January
• Pay FED and STATE
• You have a year (sort of) to figure it out when you start a
business.
• TALK TO A TAX PROFESSIONAL to get started

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BizExcel – Business Planning
Business Tax Myths
• MYTH: Home-based business does not have to pay sales tax
• TRUTH – Any sales of product must collect and remit sales tax to State of Indiana
• MYTH: I can deduct “bad debts” on unpaid accounts
• TRUTH – Can only deduct if you have declared that amount as income (accrual taxpayers)
• MYTH: If I have inventory, I must use the Accrual method of accounting
• TRUTH – Accrual Method is only required for certain sales threshold limits. However, since
accrual is more “accurate” in terms of profitability, inventory-based businesses may prefer this
method.
• MYTH: If I have less than $20,000 in sales, I don’t have to collect sales tax
• TRUTH: This is a new exemption that only applies to §501(c)(3) nonprofits registered with the
State of Indiana as exempt organizations.

18. Talk to a Professional
Getting Started
Ongoing Services

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BizExcel – Business Planning
Attorney Consultation
•Legal advice for YOUR situation
•Discussion of business models as applies to your BIZ
•Formation of an Entity
•LLC/Corp - $100 @ IN SOS
•Reservation of Name (DBA) $10 @ IN SOS
•Legal fees ~ $400 - $600 for basic set up and contracts
•Ongoing services
•Project based services
•Subscription based services – Dial-An-Attorney

20. Intellectual Property
Trademarks
Copyrights
Patents
Oh, my!

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BizExcel – Business Planning
Basics of Intellectual Property
• What is IP (Intellectual Property)?
• Patents – Invention
Invention that is useful, novel, and non-obvious
• Trademarks - Name
Identification of goods and services
• Copyright - Creative
Creative Expressions fixed in form
• Creative Commons – Deliberately making your work
available for use by others.
Patents - Trademarks – Copyright – Creative Commons

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Patents
•Patent – exclusive rights to an
invention in exchange for public
disclosure
• Must be new, inventive, useful,
industrially applicable
• Good for 20 years
Inventions and Processes

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BizExcel – Business Planning
Trademarks
•Trademarks (also Service Marks)
• Commercial methods to identify and distinguish goods and
services from competitors
Industry Identification

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Copyright
•Copyright
• “Original creative expressions”
• Form, not content
• Duration - Life + 70 (Mickey Mouse Life)
• Work for hire/anonymous/pseudonymous = 95 years from
publication or 120 from creation, whichever is shorter
• Infringement if copy is “substantially similar”
• Derivative works
• DMCA (Digital Medium Copyright Act)
Default = Creative Works protected by law ©

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BizExcel – Business Planning
Copyright
• Published before December 31, 1922, or
• Expires 70 years after the death of the creator, or
• Specifically placed in the public domain (freeware,
shareware, etc.), or
• Government works.
• However, new arrangements or versions of a public
domain work are copyrighted to the extent of the
arrangement or version
Public Domain - Free to use in any form ©

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BizExcel – Business Planning
Copyright
•Obtain permission from the owner
•Use Public Domain works
• Public Domain by passage of time
• Public Domain by Government works
• Public Domain by design
•Create your own source materials
How to “Get Around” Copyright Law ©

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BizExcel – Business Planning
Copyright
•Trolls are predators on the internet who try to
extort $$ from you by claiming you are violating
someone’s copyright
•DO NOT Assume that they are correct – ask an
attorney!
Watch for Trolls! ©

28. Summary
Business Legal Entities
Business Taxes
Professional Services
Intellectual Property

29. Any Questions?

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THANK YOU!
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You can find this presentation at:
www.lawlatte.com/workshops