I’m Gina Bongiovi. I’m a lawyer who works with startups and small businesses. Whether you’re in the startup phase or whether you just have an idea rolling around in your head you might want to turn in to a business one day, you need to know how to start a business in Las Vegas. If you’ve done any research, you have found out that the process is pretty complicated and involves a whole bunch of steps; you have to go to a bunch of different agencies, you have to figure out a name, you have to figure out what entity you want to be, you have to figure out what sort of tax permit you need from the state, how you want the IRS to
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Recently, I made a pretty compelling argument for maintaining a corporate book, if I do say so myself. Now that you’re convinced, what types of records should be included? Generally speaking, you should include records of corporate meetings of members or shareholders, action taken without holding a meeting first, and approvals of common business decisions. Usually, the document that memorializes action taken by the owners, with or without a meeting, is called a resolution.
For some examples of documents to include in your corporate book, refer to this list:
Meeting minutes and notices of meetings sent to members or shareholders Adopting an operating agreement or shareholder agreement Adopting corporate bylaws Appointing a board of directors Opening bank accounts Approving contracts Authorizing or rescinding the authority of an employee
Continue reading What Types of Records Should Be in My Corporate Book?
When you form an LLC or a corporation with a commercial formation company, you’ll usually receive as part of the package a fancy-looking fake leather binder, sometimes with a heavy metal document sealer thingy. Often, this binder sits on your shelf, gathering dust, doing you and your company absolutely no good. There are many reasons to have a corporate book, but the two most important, in my humble opinion, are for business succession and litigation planning.
Your corporate book should contain all significant pieces of information relating to the company and records of major decisions by the company owners. If a business owner is somehow incapacitated, or made otherwise unavailable, the second in command can refer to the book to find where the bank accounts are, what insurance
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When I hung out my shingle, I did it with little guidance. I’d taken a Law Practice Management class in school from a guy who hadn’t been a solo or small firm practitioner for decades and read two books. I made more than a few mistakes and would love to save you the error part of the “trial and error.”
I did this presentation for LexisNexis a month or two ago. There is no charge, nothing to buy, no obligation except to listen to my lame attempts at humor and wildly inappropriate references.
If it’s helpful to you, I’d love to hear your feedback. If you have anything to add for the benefit of others watching the video, please use the comments section to do so. If you have questions,
Continue reading How to Start a Small Law Firm
If you have a toothache, you’re probably not going to go see your dermatologist. If you have back pain, a dentist probably isn’t the person to see. It’s the same thing with professionals involved in your business.
I recently met with a business owner who poised to take drastic and destructive steps – dissolving his protective entities to file paperwork that wouldn’t serve his business at all – on the misguided advice of his bookkeeper.
I always encourage my clients and my fellow attorneys to delegate to others the tasks that might not be the highest and best use of their time. For example, I *can* do my own bookkeeping, but it takes me a long time and I’m not great at it. So, I hired a bookkeeper. Now
Continue reading Taking Advice from the Right Professionals
When you form an LLC in Nevada, you’re asked whether the entity will be Member-Managed or Manager-Managed.
The owners of the LLC are called “members.” As owners, members have broad discretion to run the company any way they see fit, restricted only by terms outlined in an operating agreement. For Member-Managed LLCs with no operating agreement, the members can do pretty much anything they please with the company. This is one of the many reasons you should have an operating agreement.
If you plan to appoint someone who isn’t an owner to handle the day-to-day affairs of the company, you should form a Manager-Managed LLC. Unlike a member, the manager has no automatic ownership interest in the company and the manager’s authority to operate the company can and should be
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Whenever I sign a new monthly retainer client, I conduct what I call a “legal checkup” on the business. I review the company’s formation documents, licensing, employee or contractor agreements, lease agreements, service agreements, customer contracts, etc. to find improvements I can make to better protect the company and its owners.
Wait, let me clarify. I *request* the client provide me these documents so I may review them. Often, it takes the business owner(s) a while to gather the information and sometimes they simply ignore my requests, preferring that I instead focus my efforts on putting out fires. While I’m a great firefighter, my real value lies in working proactively
Continue reading Small Business Horror Story #1: Shady Partner + Generic Operating Agreement = Disaster
Are you working for or with a company that has promised you ownership or profit sharing? Do you have this promise in writing?
I recently met with an intelligent go-getter who was a bit naive about business. Two years ago he began doing business development for a local company. The owners of the company had promised to reward him for his work and had endowed him with a title that made him sound like an owner, though in reality he was only an independent contractor. The owners’ promises were never reduced to writing and two years later, after having built the company’s entire client base, this client has nothing more than a fancy title, a meager salary and a pretty solid noncompete agreement that prevents him from starting his
Continue reading How to Make Sure Your Sweat Equity Pays Off
Who is going to break a tie when you and your business partner don’t agree on something? Sure, in the beginning business partners never argue, they never disagree and they certainly wouldn’t let the business suffer because of a little spat… It’s when the business starts making (or losing) money that business partners often find themselves at odds with each other.
But Gina, we’re one step ahead of you – we have an operating agreement. Oh yeah? Does your operating agreement have a deadlock provision? No? So when you and your partner disagree, you’d better figure it out or duke it out in court.
Unlike other states, Nevada laws don’t include default statutes that dictate what happens when partners fight. Dueling partners have two options – kiss and make up or
Continue reading Why Owning a Business 50/50 is a BAD Idea
Many businesses are familiar with the method of reporting payments to independent contractors to the IRS. Request a W-9 form from the contractor, keep track of how much you pay them, and any contractor who receives more than $600 in a year gets a 1099-MISC form from the company. Easy, right?
Now imagine you have to apply that $600/year threshold to everyone you pay, including vendors, suppliers, and service providers. Ridiculous, huh?
Unfortunately, it may become reality. According to a small section on page 737 of the new healthcare bill, companies will have to start issuing 1099 forms to any vendor who receives more than $600 a year starting in 2012. This includes goods AND services. Stop and think about how many of your vendors would be included. “Hi, Apple,
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