Small Business The

Transcription

“ A good-to-have, step-by-step guide to starting a business inCalifornia: forms, licenses, business plan, taxes and more.”SAN FRANCISCO EXAMINERWithDownloadableFORMS10 th EditionTheSmall BusinessStart-Up KitforCalifornia Launch your business efficiently and legallyPeri H. Pakroo, J.D., author of Clear state and local bureaucratic hurdlesThe Women’s Small Business Start-Up Kit Reach customers online and offFree Legal Updates at Nolo.com

This Book ComesWith a WebsiteNolo’s award-winning website has a pagededicated just to this book, where you can:And that’s not all.Nolo.com containsDOWNLOAD FORMS – All the forms andthousands of articlesworksheets in the book are accessible onlineon everyday legal andKEEP UP TO DATE – When there are importantbusiness issues, pluschanges to the information in this book, we’ll posta plain-English lawupdatesdictionary, all writtenREAD BLOGS – Get the latest info from Noloauthors’ blogsby Nolo experts andavailable for free. You’llalso find more usefulLISTEN TO PODCASTS – Listen to authors discusstimely issues on topics that interest youWATCH VIDEOS – Get a quick introduction to abooks, software,online services, anddownloadable forms.legal topic with our short videosWithDownloadableFORMSGet forms and more atLAW for ALLwww.nolo.com/back-of-book/OPEN.html

The Trusted Name(but don’t take our word for it)“ In Nolo you can trust.”THE NEW YORK TIMES“ Nolo is always there in a jam as the nation’s premier publisherof do-it-yourself legal books.”NEWSWEEK“ Nolo publications guide people simply through the how,when, where and why of the law.”THE WASHINGTON POST“ [Nolo’s] material is developed by experienced attorneys whohave a knack for making complicated material accessible.”LIBRARY JOURNAL“ When it comes to self-help legal stuff, nobody does a better jobthan Nolo ”USA TODAY“ The most prominent U.S. publisher of self-help legal aids.”TIME MAGAZINE“ Nolo is a pioneer in both consumer and business self-helpbooks and software.”LOS ANGELES TIMES

10th EditionTheSmall BusinessStart-Up Kitfor CaliforniaPeri H. Pakroo, J.D.Edited by Marcia StewartLAW for ALL

Tenth EditionFEBRUARY 2014EditorMARCIA STEWARTCover DesignSUSAN PUTNEYBook DesignTERRI HEARSHProofreadingROBERT WELLSIndexUNGER INDEXINGPrintingBANG PRINTINGISSN: 2332-2314 (print)ISSN: 2332-2322 (online)ISBN: 978-1-4133-1979-8 (pbk)ISBN: 978-1-4133-1980-4 (epub ebook)This book covers only United States law, unless it specifically states otherwise.Copyright 2000, 2001, 2002, 2004, 2006, 2008, 2010, 2012, and 2014 by Peri Pakroo.All rights reserved. The NOLO trademark is registered in the U.S. Patent and TrademarkOffice. Printed in the U.S.A.No part of this publication may be reproduced, stored in a retrieval system, or transmittedin any form or by any means, electronic, mechanical, photocopying, recording, or otherwisewithout prior written permission. Reproduction prohibitions do not apply to the formscontained in this product when reproduced for personal use. For information on bulkpurchases or corporate premium sales, please contact the Special Sales Department. Nolo,950 Parker Street, Berkeley, California 94710.Please noteWe believe accurate, plain-English legal information should help you solvemany of your own legal problems. But this text is not a substitute forpersonalized advice from a knowledgeable lawyer. If you want the help of atrained professional—and we’ll always point out situations in which we thinkthat’s a good idea—consult an attorney licensed to practice in your state.

AcknowledgmentsThe Acknowledgments below are almost current (I updated them just a coupleyears ago), but I felt inspired to add this brief update to celebrate the tenthedition of this book which was originally published in 1997. Ten editions! Thisis an exciting milestone. I’m hugely thankful this book keeps on going andcontinues to help readers pursue their ideas, their projects, and their dreams.In the past few years, a number of people have entered my life who havehelped me in important ways with their support, friendship, creativity, andjust all-around awesomeness. Sage Harrington, thank you for everything:child care, research help, podcast jingles, tiny dogs, playing and singing, andjust being you. You have been a lifeline through some very tough times; thankyou. Matt Corson, thank you for your awesome songs and for pushing me tolearn new things. It’s a joy to be in your band and I’m glad you can out-bossme (sometimes). Chris Burnett, thank you for roping me into your podcastingkingdom; it has been a super-fun ride! Huge thanks to everyone involved withPyragraph.com, especially Lex Gjurasic, Eva Avenue, Adam Rubinstein, DavidDabney, and Turtle O’Toole. I’m incredibly proud of what we’ve accomplished,and all of it was under insane circumstances. Immeasurable thanks to the manydoctors and nurses who have helped my girl and my family during a very intensemedical experience over the past year-plus: Dr. Mark Unverzagt, Dr. MichaelGrimley, Kathleen Novak, Dr. David Margolis, Lynette Anderson, Dr. JohnBucuvalas, Jennifer Willoughby, and Dr. Lucille McLoughlin, among manyothers. Debbie Weissman, you have also been an absolute lifesaver with your love,friendship, and support; thank you. Endless love and thanks to my entire family,especially Turtle, Jila, and Jasper. Your love keeps me going.—PHP 2014As I write these Acknowledgments it has been exactly ten years to the day that Ihave been self-employed full time. I’m so incredibly grateful to all the people whohave helped and supported me, both directly and indirectly, as I’ve kept on blazingmy own path these past ten years. I’m a company of one, but I’m backed by a mostexcellent crew of family, friends, and collaborators who help me in innumerable ways,including providing advice, knowledge, moral support, and love. This crew is alsohugely important in helping me continue to develop and update this book, as eachtime a new edition comes around I have a couple years’ worth of new adventures inself-employment to draw from. So an updated round of thanks is in order.I thank my lucky stars for my husband Turtle O’Toole. He has always beenincredibly supportive and helpful in everything—from lending an ear to my ideas(ranging from the good to bad to loco), to shooting beautiful photos and video for my

projects, to just about anything else necessary to keep our collective balls in the air.And now, he’s added the role of heroic dad to our two little kids without skipping abeat. Thanks and huge love to you Turtle for every last bit of all of it.My super-darlings Jila and Jasper give me daily (often hourly) inspiration,motivation, and a tether to everything that’s true, pure, and important. Thank you Jilafor doing such a great job these days of letting mama talk on the phone, and thankyou Jasper for your power to cut through any cloud of stress with your sunshine smile.My parents, Kay and Reza Pakroo, have always believed I could do anything,which is an amazing foundation to have when you’re charting your own course.Thanks so much for that mom and dad.My sister Zara Pakroo put up with a bossy big sister for years, which deservesthanks in itself. But I also want to thank you Z for helping me figure out how to put alid on it sometimes. I try; really I do.My family on the O’Toole side is an incredibly generous, supportive bunch of folksand I feel very lucky to be part of the family. Thanks especially to Kay O’Toole andBob and Bebe O’Toole for all your support, encouragement, and generosity over theyears.I’ve had some excellent Nolo editors over the years with the previous new editionsof this book, but working with Marcia Stewart for the last few years has really spoiledme. Thank you so much Marcia for your excellent ideas, your amazing attention todetail, and your overall energy and attitude that always leaves me feeling inspired afterwe talk on the phone. You have really helped me improve my work and I’m so verygrateful for that. Thanks also to prior Nolo editors Beth Laurence and Cathy Caputofor their ace help with previous editions including some fairly major revisions thatreally improved the books. And big thanks to the awesome Nolo production team,including Susan Putney, Terri Hearsh, and Jaleh Doane for creating such attractive,clean, easy-to-read books. Most writers (myself included) know the awful feelingof seeing their hard work all mucked up with ugly production, so I’m particularlyappreciative to have these books look so great.Heartfelt and loving thanks to Jake Warner for getting me started writing booksway back when I was a fresh, young, and very green editor at Nolo. You’re such aninspiration Jake, and I feel really lucky to have worked for you.I have deep love and appreciation for my longtime friend David Dabney, who I canalways count on to lend an ear about anything from a nasty client to money troublesto problems with Photoshop or WordPress. It can be tricky to balance friendshipswith doing business, but with Dave it’s easy and has been for years. Thanks Dave foreverything, but mostly for being my friend.Thanks also to Clare Zurawski, Agnes Noonan, and the whole team at WESSTfor giving me such excellent opportunities to support small businesses in my localcommunity, and for the many ways you’ve supported me. I’m thankful for thewonderful work you do and for being able to be a part of it.

Stacey Stickler and Laura Taylor, you rock my world and I love you. Love also toInga Muscio (you never fail to inspire me); Samantha Campostrini-Medeiros (yourbravery and compassion are astounding); Lex Gjurasic (how I wish you hadn’t movedso far); and Christina Kennedy (your open heart, photos, music, and friendship havetruly fed me this last year). Huge love to Debbie Weissman; thanks to you we havefamily in New Mexico. And to Kayte Blanke: We wish you lived closer and love youdearly. Thanks and love also to Emily Cooney for your loving care.DedicationI dedicate this book to my mom and dad, Kay and Reza Pakroo, who, for better orworse, somehow convinced me I could do anything—even write a book.

About the AuthorPeri Pakroo (www.peripakroo.com) is a business author and coach, specializing increative and smart strategies for self-employment and small business. She has started,participated in, and consulted with start-up businesses for more than 20 years. Sheis the founder, publisher, and editor of Pyragraph (www.pyragraph.com), an onlinecareer magazine for artists, musicians, designers, filmmakers, writers, and othercreative workers.Peri received her law degree from the University of New Mexico School of Lawin 1995, and a year later began editing and writing for Nolo, specializing in smallbusiness and intellectual property issues. She is the author of the top-selling Nolotitles The Women’s Small Business Start-Up Kit, The Small Business Start-Up Kit(national and California editions), and Starting and Building a Nonprofit, and hasbeen featured in numerous national and local publications including Entrepreneur,Real Simple, Investors Business Daily, and BusinessWeek. For several years Peri taughtadult education courses at WESST (www.wesst.org) in Albuquerque, a nonprofitwhose mission is to facilitate entrepreneurship among women and minorities in thestate of New Mexico. She is active in supporting local, independent businesses and is acofounder of the Albuquerque Independent Business Alliance.

Table of ContentsYour California Small Business Start-Up Companion.1As Conditions Change, the Elements of Success Are the Same.1Systems Facilitate Success.2What You’ll Find in This Book—and Why It’s a Must for California Start-Ups.2Take the Leap.21 Choosing a Legal Structure.7Sole Proprietorships.9Partnerships.12Limited Liability Companies (LLCs).17Corporations.21Emerging Business Structures for Socially Conscious, Mission-Driven Businesses. 25Choosing the Best Structure for Your Business. 262 Picking a Winning Business Name.29An Overview of Trademark Law. 30Trademark Issues Online. 38Name Searches.41Choosing a Domain Name. 46Trademark Registration.47Winning Names for Your Business, Products, and Services.473 Choosing a Business Location.51Picking the Right Spot.52Complying With Zoning Laws.55Commercial Leases.594 Drafting an Effective Business Plan.61Different Purposes Require Different Plans.62Describing Your Business and Yourself.63Making Financial Projections. 68Break-Even Analysis.70Profit/Loss Forecast. 79Start-Up Cost Estimate. 82Cash Flow Projection.83Putting It All Together.87Using Your Plan to Raise Start-Up Money.87

5 Pricing, Bidding, and Billing Projects.93Pricing and Billing for Service Businesses. 94Bidding and Creating Proposals. 98Pricing for Businesses Selling Products.1016 Federal, State, and Local Start-Up Requirements.105Step 1: File With the Secretary of State.107Step 2: Obtain a Federal Employer Identification Number (FEIN).109Step 3: Register Your Fictitious Business Name (FBN). 112Step 4: Obtain a Local Tax Registration Certificate. 116Step 5: Obtain a State Seller’s Permit. 117Step 6: Obtain Special Licenses or Permits. 1197 Risk Management.123Who Might Sue or Be Sued?. 124Risk Management Strategies.129Insurance and Warranties.1348 Paying Your Taxes. 141Tax Basics. 142Income Taxes for Sole Proprietors.148Income Taxes for Partnerships.150Income Taxes for LLCs. 151Estimating and Paying Your Taxes Quarterly . 155City and County Taxes.158Sales Taxes.1609 Laws, Taxes, and Other Issues for Home Businesses.167Home Business Zoning Restrictions.169The Home Business Tax Deduction. 170Risks and Insurance.17710 Entering Into Contracts and Agreements.181Contract Basics.182Using Standard Contracts.186How to Draft a Contract.187Reading and Revising a Contract.192Electronic Contracts .192

11 Bookkeeping, Accounting, and Financial Management.197Accounting Basics.199Cash Versus Accrual Accounting.202Step 1: Keeping and Organizing Receipts.204Step 2: Entering Receipts Into Bookkeeping Software.206Step 3: Generating Financial Reports.210Using Technology to Manage Money, Inventory, and Projects. 21712 Small Business Marketing 101.223Defining Your Market.224Learning About Your Market: Market Research .229Cost-Effective Marketing Tools.23313 E-Business: Selling and Marketing Online. 243Defining Your Strategy and Goals. 245A Website: Your Online Base Camp.248Online Outreach Methods.249E-Commerce: What’s Involved?.254Website Builder Services and Affiliate Stores: Do or Don’t?.255Planning a Website Project.257Choosing and Working With a Web Developer.262Creating a Website.265Driving Traffic to Your Site.269Domain Names and Hosting.272Intellectual Property: Who Owns Your Website?. 27414 Planning for Changes in Ownership.279When You Need a Written Buy-Sell Agreement.280Buy-Sell Agreement Basics.282Limiting Ownership Transfers.282Establishing the Price for Sales: How to Value the Business.285Implementing Buy‑Sell Provisions.287Sample Buy-Sell Provisions.28715 Building Your Business and Hiring Workers.297Employees Versus Independent Contractors.298Special Hurdles for Employers.300Hiring and Managing Staff.302

16 Getting Legal and Other Professional Help.305Working With Lawyers.306Working With Accountants and Other Financial Professionals.309Internet Legal Research. 310AppendixesA California Small Business Resources and Contact Information. 313Government Agencies. 314Associations. 315County Clerk/Recorders’ Offices. 316B How to Use the Interactive Forms on the Nolo Website. 319Editing RTFs.320List of Forms Available on the Nolo Website.321Partnership AgreementSample Buy-Sell Agreement ProvisionsCalifornia Application to Register a Limited Liability PartnershipCalifornia Certificate of Limited PartnershipCalifornia Fictitious Business Name StatementCalifornia LLC Articles of OrganizationCalifornia LLC Tax VoucherCalifornia Resale CertificateCalifornia Sample Articles of IncorporationCalifornia Small Business Resources and Contact InformationCalifornia Swap Meets, Flea Markets, or Special Events CertificationIRS Form 8716IRS Form 8832IRS Form SS-4IRS Instructions for Form SS-4Balance SheetBillable Rate WorksheetBreak-Even Analysis WorksheetCash Flow Projection WorksheetProfit/Loss Forecast WorksheetWarranty Track WorksheetIndex.323

Your California Small Business Start-Up CompanionYou don’t have an MBA. Hell, you’ve nevertaken a business class. You spent your collegeyears studying literature and art history, andperiodically dropping out to travel the world. Andnow you find yourself thinking about going intobusiness for yourself—maybe as a photographer, anowner of a café, or a technology consultant. “Me, abusinessperson?” you skeptically wonder. You keeptrudging to work each morning, but as the hours tickby you find yourself fantasizing more and more aboutkissing your 9-to-5 job goodbye. You jot down somenotes, work out some kinks in your plan and continueto wonder whether it just might fly .Unfortunately, most people who have toyed withbusiness ideas this way never get to find out whetherthey would have worked or not. For a variety ofpractical, financial, and psychological reasons, mostfolks just don’t take the leap from idea to reality.Certainly in some cases this might be a good thing.Having consulted with prospective start-ups for manyyears, I know full well that not all business ideas aregood ones. But I find it such a shame when a wouldbe entrepreneur with terrific ideas gets thwartedor hung up on issues that really don’t have to beterminal. Folks new to the world of small businesscommonly report they get stuck because they don’tknow how to do things like write a business plan,do market research, price their goods or services,make financial projections or reports, manage staff,or draft a contract. The truth is, none of these tasksinvolve rocket science. Each can be done—and doneeffectively—with a simple, systematic approach.That’s what this book offers: an easy-to-understand,step-by-step approach to all the important tasks aCalifornia entrepreneur needs to tackle.As Conditions Change, theElements of Success Are the SameWhile so many aspects of business are subject torelentless change—technology and global economicconditions are two particularly volatile factors—the good news for those just starting a business inCalifornia is that the elements of success remainpretty constant. Businesses that: (1) offer products orservices that customers want, (2) do so with efficientoperations and savvy marketing, and (3) have solidfinancial management tend to succeed. Period.Further good news for business newbies is thatthere are proven ways to achieve these three elementsof success, and they don’t need to be complicated orexpensive. For

“ In Nolo you can trust.” THE NEW YORK TIMES “ Nolo is always there in a jam as the nation’s premier publisher of do-it-yourself legal books.” NEWSWEEK “ Nolo publications guide people simply through the how, when, where and why of the law.” THE WASHINGTON POST “ [Nolo