Peter Blatt, J.D. LL.M. and principle of Blatt Financial Group and Blatt Legal, PLC in Palm Beach Gardens, FL, in partnership with SCORE Palm Beach delivered this presentation to small business owners on February 19th, 2012 at Keiser University in West Palm Beach

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BUSINESS 201
How to Take Your Business to the Next Level
PRESENTED FOR SCORE PALM BEACH
BY PETER BLATT, J.D. LL.M.

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CORPORATE FILINGS
LLC vs. S Corporation – Similarities
 Both are pass-through entities
 Liability protection
 No shield from torts or accidents
 Operational ease and profit-sharing

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CORPORATE FILINGS
The Limited Liability Company (LLC)
 Tax Simplicity
 Simple Governance
 Flexible Structure
 Few Limitations

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CORPORATE FILINGS
The S-Corporation (Subchapter S of IRS
Code)
 Most popular structure in Florida
 A C-Corporation that offers tax benefits
 Limited financial liability for shareholders
(owners)
 Avoids double-taxation

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CORPORATE FILINGS
Sunbiz.org

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CORPORATE FILINGS
Sunbiz.org

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CORPORATE FILINGS
Sunbiz.org

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CORPORATE FILINGS
Sunbiz.org

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CORPORATE FILINGS
Sunbiz.org

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CORPORATE FILINGS
Legal Agreements In Detail - LLC
 Articles of Organization
• Creates public, legal notice of active
organization
• Specifies member and managing
member’s name, address, and registered
agent
• Corrections are recorded with
amendments

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CORPORATE FILINGS
Legal Agreements In Detail - LLC
 Operating Agreements
• Specifies rights and responsibilities of
members
• Creates enforceable agreement between
members
• Succession planning
• Not required; highly advisable to hire
counsel

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CORPORATE FILINGS
Legal Agreements In Detail – S-Corp
 Articles of Incorporation
• Creates public, legal notice of active
incorporation
• Specifies principle officers and purpose of
company, share structure, and registered
agent
• Corrections are made with Articles of
Correction

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CORPORATE FILINGS
Legal Agreements In Detail – S-Corp
 Shareholder Agreement
• Specifies rights and responsibilities of
shareholders
• Protects shareholder’s equity and
interests
• Plans for the future (succession, M&A)
• Private document; highly advisable to hire
counsel

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CORPORATE FILINGS
Protections
 Copyrights – protects original works of
authorship (literature, music, artistic,
intellectual works)
 Patents –protections for novel inventions
 Trademarks – protection for
distinguishable marks

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CORPORATE FILINGS
Protections of Work - Copyrights
 Exclusive right under U.S. law to protect
original works of authorship from being
reproduced
 Granted to created when created
 General terms: author’s life plus 70 years
 Work for Hire terms: author’s life plus 95
years

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CORPORATE FILINGS
Protections of Work - Copyrights
 “Protection by Creation”
 Website and blog content and copy that is
original

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CORPORATE FILINGS
Protections of Innovation - Patents
 Offers protection from unsanctioned “theft”
of inventions in exchange for public
disclosure
 Must be novel and “non-obvious”
 Patent granted through the USPTO
 Extremely important for inventive companies or
individuals

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CORPORATE FILINGS
Apple vs. Samsung
Samsung pays $1B
in settlement…Aug 2012!
LARGE Patent infringement lawsuit
ever…
ST

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CORPORATE FILINGS
Protections of a Name - Trademarks
 Identifies the source of a distinguishable
product
 Service mark identifies that of services
 Can be a symbol, phrase, design, or
combination

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CORPORATE FILINGS
Common Issues
 Unintentional breach of copyright
protection
 Intentional re-production or re-distribution
for profit without consideration (think
Napster)
 Ideas are not copyright-able

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CORPORATE FILINGS
Resources
 Florida Dept. of State (Sunbiz.org)
 Local Tax Collector (county, city)
 Federal Income Tax Filing (IRS.gov)
 State Income Tax Filing (N/A for Florida)
 USPTO (uspto.gov)
 U.S. Copyright Office (Copyright.org)

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CORPORATE FILINGS
Open Discussion

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BEST IDEAS
Mission Statement
 Simple & sweet
 Defines a purpose for existence
“To bring inspiration and innovation to every
athlete in the world.”

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BEST IDEAS
Mission Statement
 Simple & sweet
 Defines a purpose for existence
“To bring inspiration and innovation to every
athlete in the world.”

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BEST IDEAS
Core Values
 Principles that guide the firm
 Means by which mission statement is
fulfilled
Fiduciary | trust | transparency

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BEST IDEAS
Core Values
 Principles that guide the firm
 Means by which mission statement is
fulfilled

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EMPLOYEES
Payroll Taxes (*Florida only – may differ in other states)
 Employees pay FICA
• Social Security
• Medicare
 Employers pay FICA plus
• Unemployment tax

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EMPLOYEES
Payroll Taxes (*Florida only – may differ in other states)
 Employer Compliance
• Withhold employee FICA
• ADA, discrimination laws,
Fair Pay Act, minimum wage
 If applicable…
• Wage garnishment
• Worker’s compensation

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EMPLOYEES
Payroll Taxes
 Employer collects W-4 and I-9
 FICA – 6.25% to $113.7k
 Medicare – 1.45%
 Federal withholding

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EMPLOYEES
Payroll Taxes
 File tax liability (monthly)
 Payroll form 941 (quarterly)
 Payroll form 940 (annually)
 UCT-6 (unemployment)
 Annual state reporting
 Occupational licensing

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EMPLOYEES
Fair Labor Standards Act (FLSA)
 Minimum Wage (FL) - $7.25/hour
 Overtime – 1.5x regular wage
 Defines “hours worked”
 FLSA poster required to be hung
 Employee recordkeeping
 Child labor prohibited

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EMPLOYEES
Employee Filings

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EMPLOYEES
Recruitment and Hiring
 THINK like a Fortune 500 company…
• Job descriptions – specific and
detailed
• Employee handbook – policies and
procedures
• Definitions of Exempt/Non-exempt
• Probationary period
• Equal Employment Opportunity (EEO)
• Non-disclosure agreement (NDA)

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EMPLOYEES
Recruitment and Hiring
 THINK like a Fortune 500 company…
• Personnel files and performance
reviews
• Standards of conduct (dress, behavior)
• Typical work day (lunch, breaks,
activates)
• Benefits and Services (PTO, military
leave)
• Wage, salary, and pay procedures
• At-will employment termination

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EMPLOYEES
Resources
 US Small Business Assoc. (SBA.gov)
 US Dept. of Labor (DOL.gov)
 IRS Tax Info (IRS.gov/Businesses)
 Florida Dept. of Revenue (DOR.MyFlorida.com)

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EMPLOYEES
Open Discussion

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OFFICES
Rent vs. Own
 Expense versus investment
 Small commitment versus large capital
outlay
 Uninterrupted operations versus
maintenance
In short, it’s all about your situation and
your needs.

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OFFICES
Location, location, location…
 Spend time on market and consumer data
• Demographics and socio-economics
• Distance from competitors and to
value-added
 Parking, space, and lease requirements
 Commercial vs. residential zoning

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OFFICES
Common Issues with Leases
 Have competent counsel review lease
 Perform public records searches
 Pay attention to tenant responsibilities
 Negotiation favorable assignment
provisions

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Software
ACCOUNTING

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ACCOUNTING
Common Reports
 Profit & Loss
 Income Tax Summary
 Balance Sheet
 Accounts Receivable/Accounts Payable
 Full Income Statement
 Cash Flow Statement

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ACCOUNTING
Tax Prep Software

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ACCOUNTING
Turbo-Tax (preferred)
 First, important to have a competent CPA
 Prepares returns for C-Corp, S-Corp,
LLC, PA, Sole Props and virtually every
other entity
 Web-based
 Files forms with the IRS and state online

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ACCOUNTING
Open Discussion

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CONTRACTS
Review and Implement
 Sales contracts
 Vendor contracts
 Partnership agreements
 Lease agreements
 Employment contracts

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CONTRACTS
Look for…
 Specific language of responsibilities of
parties
 Compare to compliance issues in your
industry
 Consideration between parties
 Beware of obvious duplicate contracts
 Read your whole contract
 Hire competent counsel to review your
contracts!

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CONTRACTS
Resources
 Peter Blatt, J.D. LL.M. and Blatt Legal (561) 625-
0900
 Uniform Commercial Code (FloridaUCC)
 Dunn & Bradsheet (MyCredit.DNB.com)
 Better Business Bureau (BBB.com)
 Personal Credit Reporting (Equifax.com)

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CONTRACTS
Open Discussion

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MARKETING METHODS
How do I get my product out to a wider
audience?
 PR – written as a news story, submitted
via wire
 Workshops
 Mailings
 Referral Programs

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MARKETING METHODS
Press and Public Relations
 Well-written (follow the standard)
 News-worthy
 Get it in the right hands

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MARKETING METHODS
Press and Public Relations
 Well-written (follow the standard)
 News-worthy
 Get it in the right hands
Are YOU the leader in your field?

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MARKETING METHODS
Workshops
 Generate leads and new business
 Impress with presence
 Offer FREE consultation if service-based
 Offer FREE samples if product-based
 Get creative!

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MARKETING METHODS
Mailing
 Hard mailing – still effective!
• Providers include RME, InfoUSA
• Promote events, entice and inspire
 Email marketing
 Consistent, promotional message
 Message of expertise
 Providers include MailChimp

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MARKETING METHODS
Referrals
 Build referrals by doing good business
 Join and attend networking groups
 Consider “referral-required” events
 ASK for referrals!

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MARKETING METHODS
Compliance
 Industry and trade specific
 Join your industry’s trade group to stay up
to date
 Be aware of Federal, State and Local
levels
 Big fines and penalties for indiscretion
 Hire competent counsel!

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MARKETING METHODS
Open Discussion

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PLANNING FOR BAD THINGS
 Death of a partner
 Divorce of a partner
 Disability of a partner
Buy/Sell Agreement!

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PLANNING ON RETIREMENT
Retirement Planning for Business Owners
 Different types of plans for different goals
• Defined Benefit Plans (DBP)
• Self-funded IRAs
• Section 79 Plan
• 401K Plan

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PLANNING ON RETIREMENT
Saving for Retirement
 Contribute monthly
 COLA/Inflation

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PLANNING ON RETIREMENT
Cashing Out
 Selling your business
 Planning your estate/trust

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PLANNING ON RETIREMENT
Open Discussion