Need some small business advice

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It's a long story, the details of which I won't bore you with. Here's the deal; I need to start my own business. I will be the only employee, and I will be providing my services (mechanical design) to the company where I am currently working as a contractor through a 3rd party.

Without getting into the fine print, is there an order in which I need to go about doing this? What is the easiest, and tax-friendly way of doing this? Any advice is appreciated.
 
Check with your State's Small Business office (they should have a web site) and check on your requirements, and give them a call if necessary. You may be required to have a business license.

I have been consultant-contractor for about 5 years now, and I didn't do it the right way the first few years in CA and fortunately so far I have not been dinged for it. You would be considered a sole proprieter/individual and would be paid by 1099 which you have to fully disclose on your taxes, and possibly pay quarterly for if required, if your gross 1099 income is over a few hundred dollars from each contract.

Good luck! As long as you get paid, it's not bad work...my biggest issue was making clients pay on time or at all, as there is little to no legal protection that you would otherwise receive as an "employee".
 
Talk to a good accountant. You may not need to do anything except change your accounting / record keeping.

I have a C Corp, an S, and some LLC's, but run my practice and have other stuff just under my SSN. I just keep a separate bank account for each one. The tax man will get you one way or another, you don't have to worry about that.
 
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I had an S Corp for a while which was recommended to me over an LLC. I would highly recommend going to a CPA who specializes in helping folks in your situation. Maybe talk to a couple of others that have been in your shoes.
 
If you set up an S corp, you have a few Federal tax filing requirements (941, 940, w-2 to the SSA). You'll probably have similar state requirements and possibly unemployment and some misc. annual filings (maybe even workers comp insurance)

You can get bogged down in record keeping. The only advantage I see from first glance is that health insurance is deductible in the S-corp and not necessarily under other arrangements.

The KISS rule would seem to apply.
 
Thanks to everyone who responded. I will definitely talk to an CPA before doing anything else. I want this to be as simple as possible, since the "business" will just be me. I will not have any other employees, at least not for the foreseeable future.
 
You can do nothing and file your taxes as a sole entrepreneur (schedule C in your personal 1040 form). But you will be fully liable for the business activities.

If you want limited liability, you will probably be better off with an LLC. For that you might need some third party advice like the previous posters suggested (a lawyer or a CPA). It has costs associated with it but it's limited liability.
 
Not sure how the tax laws work today, but if you are only doing business with one client you could be considered an employee in the tax mans eyes. That's how it was years ago IIRC. You might want to ask a good CPA that question and see what's the best way to go.

Frank D
 
I was going to ask what defines an LLC, but decided to do some digging so as not to appear lazy. :) I'm off to google "LLC".
 
When I have a solo contractor do custom machining.. I hand the guy a weaver assuring him that I have no expectations of merchantability or sensibility to the work. I think such agreement should be established between you and the customer.

It was a masterpiece (assignants, associates, friends, relatives, casual acquaintances, ancestors, descendants, all people existing and those yet to be born ..estates ..trusts.. will be held forever harmless..)
 
Wayne, I'm an accountant, and I'd say an LLC would be the way to go. I believe I talked Pablo into going with an LLC.

LLCs are great because you won't get double taxation like you do with a C corps (sometimes with S-Corps), the accounting/taxation is waaaaaaaaaaaaaaaaaaaaay easier, and you still get the benefit of personal asset protection.

Basically all you'll need to do is get a business license, file paperwork with the state to form the LLC, start a separate checking account and ONLY use that account for business purposes (don't buy a new truck from that account!), and when you do your taxes, since you'll be the only owner, all you have to do is a schedule C instead of form 1065 like multiple owner LLCs.

Depending on how much income you'll make, you can elect to be taxed as a C-corp (generally if your taxable income from the LLC were to be under 50K).
 
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Drew hinted toward it - LLC as with ANY corporation must absolutely be treated as a company, NOT IN ANY WAY AN EXTENSION OF THE THE OWNER(S). This is because lawyers can burst through this corporate veil faster than you can say lawsuit. It's not just the IRS you need to worry about. My business partner had a difficult time grasping this concept. He just thought just because we are an LLC we would have complete asset protection.
 
Originally Posted By: wavinwayne
Holy Cow, Gary! Who wrote the document?


I did. I just pieced together every disclaimer and liability waiver (weaver
33.gif
) that I've ever viewed (I have a slightly flawed, but mostly intact visual memory).

I had a set of OEM wheels opened up to accommodate aftermarket hubs by one such machinist. This made the guy nervous since he didn't know what stresses the removed material would put on the integrity of the wheels. I relieved him of that burden.

I also included a "simply stated" section. "I commissioned this work to be done and accept any and all outcomes from its use" type thing.

I'd suggest that after you take your trip to the accountant for the taxation aspects of your sub-contractor status, that you consider a trip to a lawyer who will provide guidance in this matter.
 
Originally Posted By: Pablo
Drew hinted toward it - LLC as with ANY corporation must absolutely be treated as a company, NOT IN ANY WAY AN EXTENSION OF THE THE OWNER(S). This is because lawyers can burst through this corporate veil faster than you can say lawsuit. It's not just the IRS you need to worry about. My business partner had a difficult time grasping this concept. He just thought just because we are an LLC we would have complete asset protection.


Exactly Pablo. It's called piercing the corporate veil.

Plus, it makes your accountants life a whole lot easier when everything business related is from one checking account (not to mention it's state law as well!).

Likewise, you should also have a separate credit card for your business. That's usually not state law, but I always get people claiming all kinds of things on their credit card statement are business expenses.
 
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I can't think of any material tax difference to him as a sole proprietor versus an LLC, and if you don't have an LLC, you don't have to worry about getting an EIN (can a single member LLC file under the members SSN?), setting up an LLC, drafting the management agreement between the LLC and it's member(s), etc. Further, if the OP is to be an "employee" of the LLC, there may be some unemployment taxes due, and workman's comp issues, that a sole proprietor does not have to deal with.

Although some states have fill in the blank online forms to create LLC's, corps, etc., AFAIK there is no such thing as a fill in the blank management agreement or bylaws and there should not be because they should be specific to the needs of the particular entity. They may not be needed for a one person LLC, or one shareholder corp. but one would have to know the law in a particular state to know exactly what is required to establish an LLC or corp. in that state. This is a long way of saying that just because there are some fill in blank forms available, one still needs to see a lawyer to determine if more is needed, lest one wind up confronting the issue of de jure versus de facto at an inopportune time.

I seriously doubt our OP need do more than take out a business license or registration in his jurisdiction and establish a separate bank account to make his record keeping easier, but he should consult a good accountant and good lawyer IN HIS JURISDICTION before making a decision.

To me, the concept of asset protection comes into play when you have multiple income producing or investment assets and you want to minimize one asset's exposure to liabilities caused by another. That does not seem to be an issue here, and the nature of the OP's work makes it likely that he would be sued personally for acts or omissions regardless of his business structure (it would just be an extra defendant), so I say make it no more complicated or expensive than necessary.

What piques my curiosity is why it is even necessary. In my experience when this goes on, a couple of factors can be at play. The hiring entity may be trying to pass off people as independent contractors in order to avoid exposure to the respondeat superior (liability for the acts of your employees) doctrine. Most states look to certain characteristics of the relationship to determine if one is an employee or independent contractor, and this can and likely does, vary state to state. Other times they are trying to offload employee costs by calling their employees something else. They can shed themselves of mandated benefits, unemployment contributions, and dump half of the social security tax on the "contractor". The IRS has its own set of guidelines on this issue and would likely take the state test into account as well. They like to see taxes withheld, and don't want to have to rely on people paying their own taxes.
 
Win,

Thanks for your thoughts on this. After a bit of research, it appears that an LLC is not going to be necessary for what I'm trying to do. Without going into a bunch of boring details, if anything materializes from what I'm attempting, I'll update this thread to let you all know how it's working out.

WW
 
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