Checklist for Setting Up Your Business After Forming A Corporation

Clipboard with checklist
After we form a Corporation for your business the next steps are to:

1. Open the New Corporation business checking account using the Articles of Incorporation and the EIN. When you open the business bank account get the following:

a. Just put your Corporate name on the business checks not your address;
b. Put “Void After 60 Days” under the dollar line on the checks and start with number 1001;
c. Get overdraft protection for your business account;
d. Get your monthly statements and check imagines in the mail or print them out or save them every month to your computer or server.
e. Get copy of your signature card. (Per Uniform Commercial Code Article 3)
f. Get a business debit card that you can use to make business purchases or take draws.

2. Then fill in a W-9 with your corporate name and EIN and give it any one that paid you over $600 so they do not issue you a 1099-Misc. under your SSN for the current tax year.

3. You should hire a payroll company to pay you once per month and set up direct deposit and pay yourself at least $12,000 in 2014 so you can maximize your Simple IRA employee contribution for 2013. I would recommend Precise Payroll at 302-530-8410. Remember if you are the only shareholder employee you do not need Workmans’ Compensation Insurance.

4. To maximize your retirement you have until October 1 to open a Simple IRA and then you have until April 15, of the following year to make a $12,000 employee contribution and your Corporation can make a 3% of your pay employer contribution. If you can afford to, you should also fund a ROTH IRA or a nondeductible IRA by contributing $5,500 by April 15, of the following year assuming you met the AGI limits and you re under 50 years old. If you can afford to make additional contributions for retirement I can recommend a financial planner.

5. Instead of a Simple IRA you can also consider a 401K and make an employee contribution of $17,500 and have your employer match 10% of that.

6. You should get the following insurance under your new Corporate name:

a. Professional liability or Errors and Omissions insurance.
b. You should also register your business vehicle registration in your Corporate name and inform your auto insurer to update your policy and add full tort coverage.
c. You should also get a personal umbrella of at least $ 1,000,000 if not more depending on your personal net worth.
d. You should also get disability insurance and pay the premiums out of your personal bank account so if you have to file a claim the proceeds will be tax free. I would recommend Tim Harris of Nationwide at 610-565-1910 to get quotes for a, b, c and d.
e. Health Insurance, I recommend you contact Donna McCabe at 610-832-3740.

7. You should sign up for a business visa or master card that either pays you cash back or pays you rewards like Pentagon Federal Credit Union 800-247-5626, or Chase Ink 800-882-6751. You should use the card to make all your business purchases so when you receive the yearend detailed statement that will list all your business expenses by category, it will simplify your record keeping.

8. You should use Microsoft Outlook or Google Calendars to schedule your appointments and track your mileage, meals, entertainment and cash expenses. Also keep receipts so you can total your cash expenses at year end. You should use Quickbooks to do monthly profit and loss statements to calculate your quarterly estimated tax payments. I recommend Kathy Shippee to help you set up Quickbooks at 267-228-4818.

9. If you want to accept credit cards using your smart phone sign up for Square, which has no monthly fees and charges about 3% per transaction.

10. If you hire someone else to reconcile your bank statements and or make deposits make sure they are bonded to prevent fraud. You should also review your annual profit and loss statement and tax returns with your tax preparer looking for any unusual increases in expenses. Finally you should review the cancelled checks every month from the business account to ensure there are no missing checks or suspicious transactions.

11. If you rent or own commercial space consider switching to Direct Energy at 888-734-0741, which will charge you a fixed rate of 8.79 cents per kWh for electricity which includes transmission charges and gross receipts tax. Compare that rate to PECO’s rate.

12. If you pay anyone who is not a corporation more than $600 during the tax year get them to fill in a W-9, before you pay them so can issue them a 1099-Misc.

By doing all the above steps you will follow the three rules that every entrepreneur has which are to:

1. Pay the least amount of taxes legally by following rules 2 and 3 below;

2. Maximize your retirement contributions by fully funding both a Simple and Roth or nondeductible IRA;

3. Practice good corporate governance by not paying personal expenses from the business checking account and keeping good business records and using your business credit cards for all your business purchases. Making sure you have the proper amount of insurance listed in paragraph 6 above.

Feel free to contact Gregory Spadea at Spadea & Associates, LLC in Ridley Park at 610-521-0604 if you have any questions.

Amortizing Intangible Assets When You Buy A Business

Intangible assets business diagram
When you buy the assets or the stock of business you may acquire intangible assets such as goodwill if you pay more than the net value of the underlying tangible assets. Under the Internal Revenue Code Section 197 you must amortize these intangible assets over 15 years. Common examples of intangible assets include the following:

  1. goodwill;
  2. going concern value;
  3. workforce in place including its composition and terms and conditions (contractual or otherwise) of its employment;
  4. business books and records, proprietary operating systems, or any other information base including client lists or other information with respect to current or prospective customers;
  5. supplier based intangibles such as the existence of favorable distribution relationships or favorable contracts;
  6. any patent, copyright, formula, process, design or knowhow;
  7. any government license or permit;
  8. any covenant not to compete entered into in connection with an acquisition of an interest in a trade or business; and
  9. any franchise, trademark, or trade name.

After you purchase the company you must allocate the premium paid in excess of the net tangible asset values to the appropriate intangible asset listed above. However, if you can show that the useful life of the intangible asset is less than 15 years you can use that period to amortize the asset. An example would be a covenant not to compete contract with payments made over 5 years. In that example you can amortize the cost of the covenant over the five year contract period as payments are made instead the 15 year statutory period.

If you are considering buying the assets or stock of a company and you need a sales agreement or help calculating the value of the intangible assets please call Gregory J. Spadea of Spadea & Associates, LLC at 610-521-0604 in Ridley Park, Pennsylvania.

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