It's almost the end of 2018! Did you hit your business goals for this year? Where is your revenue? How much will you owe in taxes next year? As we rapidly approach December 31, it's time to take stock of 2018 and use what worked well and what didn't work so well to get ahead for a super successful 2019.
What should you be reviewing at year end?
1) Financials: if you haven't updated your books in months, or have no idea when you last looked at a P&L, you need to get on that, stat. Regularly reviewing your financials should be a daily habit in your business. If it isn't, make sure it's a top priority for 2019.
2) Contracts. If you're a service provider, are you using contracts at all? If you aren't, that's problem number one. You should be using written agreements with clients. If you have a contract, when was the last time you had it reviewed, if ever?
Here are some red flags your contract isn't working for you: not getting paid on time, not getting paid at all, clients not providing you with information timely, doing extra work and not getting paid for it.
3) Employees and Contractors. What kinds of agreements are you using with those that work for you? Do your contractors have proper written agreements in place? Are you using Non Disclosure Agreements (NDAs)? What will prevent an employee from stealing your clients?
4) Intellectual Property (IP). How are you protecting your business name, slogans, logos and work product? Do you have any registered copyrights or trademarks? Do you occasionally search to see if anyone else is using your business name?
5) Make a plan for 2019. Break out 2019 by quarter and write out your goals for revenue, hiring and marketing. This way, your brain can start now trying to formulate ways to reach your 2019 goals.
Need help getting a strategic plan in place for 2019? Want a contract reviewed? Book a year end planning session now and $50 of your fee will be donated to Toys for Tots.
Our business law office has convenient locations in Philadelphia and the main line.
You started with a dream of helping people meet their health and fitness goals and live their best life possible. Now several years down the road after many long days and 7-day work weeks your Health and Fitness Coaching business is really starting to take off. Business is booming, and you are faced with the question of do you try to run additional locations on your own or take on partners. Now might be the perfect time to leap into franchising, but first make sure you can answer these four key questions.
Is Your Brand Clear and Easy to Share?
A franchise requires more than just a great idea. As the owner you should have a clear idea of what your brand is and what you do before seeking to build a franchise. Franchises are all about systems, your Health and Fitness Coaching business must be branded and systemized before considering a franchise.
Can You Replicate What You Do?
You are the vision and backbone behind your successful Health and Fitness Coaching business. Before considering a franchise, you need to make sure that someone else is going to be able to successfully replicate your business model without you being involved in the day-to-day operations.
Do you Work Well With Others?
In order to build the systems that will make your Health and Fitness Coaching franchise a success, you are going to need to reach out to and work with experts in a number of areas. Will you be able to take possible criticism and structure changes to your current model of doing business in order to build a successful franchise plan?
Is Expansion Realistic?
You already put in late hours and long weeks, unfortunately building a franchise will add to this workload in the short term. Eventually franchising might create more freedom for you as the owner, but you need to be realistic and decide if you are ready to work even harder in the short term or if the local success of your Health and Fitness Coaching business is enough for now.
Still have questions about building a franchise or ready to take the next steps? A consultation with a Business Lawyer is a great starting point and we are happy to help!
Contracts are an important element to doing business, but how do you know you are creating a strong contract that covers all of the elements you need?
Put it in writing!
Verbal agreements do hold some weight, but ultimately they can be hard to enforce. Never take that risk, always get your terms in written down in plain and easy to understand language. Legal language might look impressive, but if no one knows what it actually means, it will be extremely difficult to argue there was a meeting of the minds.
Correctly identify all parties!
As obvious as this may seem, not using correct legal names is a common mistake. Make sure the proper names of all parties are used and DBA is correctly applied if using business names. If it’s between legal entities, then make sure the entities are listed, with an individual with authority signing on behalf of the entity.
It’s in the details!
Make sure to clearly outline the terms and conditions of the contract. Anything that has been previously verbally agreed upon should be added as well. Items that are mistakenly left out can be added with an amendment, generally only if both sides agree. Typically all terms should be in the original contract. Outside oral agreement will generally not be enforceable.
What happens upon termination?
Termination is not something you want to think about, but it needs to be covered in your contract. Not only do you need to include a termination date but also clauses that cover what will happen if one of the parties is in default of the contract. This is also a good section to add dispute resolution terms.
Still not feeling confident? No worries an experienced contract lawyer can look over your contract before you head to the signing table and help you correct areas that need more attention or have been accidentally left out. Need a new contract drafted? Feel free to reach out to our office for help and a flat fee quote.
You are ready to open your cross training center, you have a great location, all of the proper equipment and a great set of trainers ready to go, you have even thought of a catchy name for your center. Have you really thought about how much that name means to your business though? Your name is so much more than just what you call your center, it is your brand and will forever be associated with the business that you have built. Let’s fast-forward 5 years, your cross training center is thriving and you are ready to grow but when you start looking at locating in a neighboring community you realize that another Center has the same name as you! How can this happen? Better yet, how can you prevent it?
A great way to protect your brand name or logo is by registering it as a trademark. A distinctive word, phrase, symbol or design qualifies a trademark that you can register with the U.S. Patent and Trademark Office (USPTO). An experienced startup lawyer can help you navigate this process smoothly.
How do I start?
First, there is the trademark search. A thorough search needs to be done to determine whether there is already a business out there with a same or similar name registered.
After you search and conclude that no one is yet using your proposed name in your same category of goods or services, it's time to start thinking about what kind of application you will submit. There is an actual use basis or an intent-to-use basis.
Then, you'll need to choose which class or classes of goods or services your mark falls into. Also, is it a design mark or plain word mark? You'll need to prepare a specimen to submit. Make sure it complies with any file format requirements and properly shows the mark.
Feeling overwhelmed? Don’t worry an experienced business attorney can handle all of this for you and you can do what you do best, running your fitness business. You will have peace of mind knowing that you brand is protected, without worrying about trying to navigate complicated and confusing process!
Contact us to see how we can help trademark the name or logo of your new fitness business.
Living in an inter-connected world, we often get questions about whether it's necessary to hire a lawyer near you. When considering hiring a business lawyer, often the first thought is, "what business lawyers are near me?" In this day and age, when Skype and Facetime are available, is it necessary to find a business lawyer near you?
Not necessarily. The best way to find a lawyer is to interview a number of people and decide who you have the best rapport with. Do you like their style? Do you agree on business growth philosophy? Is this person going to be awesome to work with? It's entirely possible that this lawyer might not be near you.
Lawyers are licensed to practice law based on their home state, so you certainly would want someone licensed in the state you primarily do business. However, for federal trademark matters, you can use a lawyer in any state, because it's a federal issue. Also, many corporate matters are similar state to state, and you could hire a lawyer not necessarily near you. Corporate counsel often works from a particular state, but the business has activities all over the country. Your business lawyer can make connections in other states if you need advice on local laws.
To work with a business lawyer not near you, it's helpful to set up a phone call and even a video conference. In this day and age, you don't have to find a lawyer down the block, or even in the same city. It's best to find someone that will be the best fit for your business.
You have finally built your dream Yoga Studio, and even better you actually have clients! This is when you start to realize that there is more to running your Yoga start-up then downward dog and sunrise salutations. You need help so you can add extra sessions, or maybe just to cover some time off for yourself after all of your hard work. No problem- you have plenty of instructor friends in your network that can cover a class or two.
If only it was that simple, but there is one key decision in the process that cannot be overlooked. Will you classify your workers as Independent Contractors or Employees? There are pros and cons to each format, and there can also be legal and tax consequences if you incorrectly classify.
Let’s take a closer look at how these two classifications function and what they may mean for your Studio.
Independent Contractor (1099)
An Independent Contractor is a freelancer that works for themselves and you “contract” them to perform services for your business (think of it like hiring a plumber). The pros of this kind of relationship are: flexibility, cost savings, and no training investment. The cons can be: no company loyalty, may not always be available due to other projects, and little control over the way they complete their work.
An Employee is someone that works directly for you and you have full control of how and when they perform their job. The pros of this kind of relationship are: full company investment, full control over training, control over how the work is executed. The cons are: benefits will be expected, payroll taxes, overhead and ongoing expenses, unemployment and workers’ comp coverage.
Still confused? No worries, an Attorney that specializes in small businesses can help you steer your Yoga Studio in the right direction so you can get back to running your business. Reach out today for help.
In the process of setting up your business, you may have consulted with an accountant, an insurance agent and possibly even a business consultant. The million-dollar question, however, is… have you consulted with a business lawyer? While you may not need legal advice on a daily basis, developing a relationship with a skilled business lawyer can be useful so you have that important resource when you need it. Waiting until the need arises can often lead to making snap decisions, when hiring a lawyer, just to have a “warm body” on the job.
Below you will find several tasks that a small business lawyer can help you with right away!
Deciding how to structure your business is a big decision that affects your exposure to personal liability, tax obligations, setup fees, ongoing expenses, as well as how you can legally acquire funding. An experienced business lawyer can help you make the right decision and create/file the correct documents.
Are the people who work for you regular employees or independent contractors? A good business lawyer is familiar with the laws surrounding this question and can help you stay out of trouble with the IRS. You also want to avoid any possible discrimination issues when designing your hiring practices. A good small business lawyer can advise you how to avoid and potential issues in this regard.
Contracts are unavoidable when starting a new business. A good business lawyer can draft and review contracts to ensure you are making wise and informed decisions that can keep your business out of jeopardy.
Negotiating the Sale of Your Existing Business or Purchasing a New One:
A good business lawyer understands how to value a business, write purchase agreements, complete due diligence, and apply for permits and licenses. Likewise, when you sell a business, an attorney can help you get the most value out of your business and negotiate the best possible deal.
A good business lawyer is your small business best friend. Let us know how we can help you today!
Why Should My Business Have a Shareholder Agreement?
Your business with your partner is up and running and everything is going great! You are most likely focusing on marketing, hiring and, of course, growth. So, what comes next? I think it is fairly safe to say that a Shareholder Agreement did not come to mind in the course of your planning, but maybe it should have. Here are a few reasons why putting a Shareholder Agreement in place, earlier rather than later, is critical for those with business partners.
A Shareholder Agreement is Your Roadmap to Solving and/or Avoiding Disagreements
As much as we hate to think about it, conflict between owners can come into play. In fact one study estimates that a staggering 62% of startups fail due to shareholder conflict. One way to ensure that there is an equitable and transparent way of dealing with conflict is to have your attorney draft a specifically worded shareholder agreement.
Require Unanimous Approval on Key Items
If ownership percentages are uneven, situations can arise where the majority shareholder partner(s) can override votes of the minority shareholder partner(s). To avoid any abuse of power, a shareholder agreement can set everyone on equal footing by giving minority shareholders a voice on important issues. An experienced attorney can help you draft a Shareholder Agreement that lays out the terms for requiring unanimous approval for various items including entering into loans, election of directors and cash contributions, just to name a few.
Share Transfer Restrictions
It is very important for small businesses to balance growth. Starting small means that removing or adding a team member can have a huge impact on the entire company. Without a specific provision in a Shareholder Agreement, the law allows for a shareholder to transfer their shares freely to anyone they choose. This scenario has the potential be an unwelcome surprise for other shareholders but can be avoided by imposing restrictions for these types of transfers in a Shareholder Agreement.
The best thing about a Shareholder Agreement is that they can be tailored to your business and can include or exclude any terms you choose. This will most likely strike up some important conversations amongst you and your partner(s) and/or team members as you discuss the key topics.
When dealing with something as important as your business, which is also your livelihood, it is always best to be safe rather than sorry. Do yourself a favor and sit down with an experienced attorney to draft a Shareholder Agreement early on in your business planning or startup to avoid potential, future surprises and problems.
Contact our office to discuss our flat fee Shareholder Agreement packages.
In the digital world we live in, it can be tempting to forgo hiring a lawyer and simply Google a template for your business contracts, “going it alone.” Contracts are one area, however, where this may not be the best strategy.
It is always wise to hire a lawyer to write your business contracts. Without a lawyer involved, contracts can have serious consequences including exposing your business to unnecessary risks including lawsuits.
Here are four reasons you're better off hiring a lawyer to draft your contract:
Good legal advice can be crucial to small business success. Contact us today to see how we can help you navigate the world of contracts.
Sarah E. Holmes is a Philadelphia business attorney and strategist that helps start ups and established businesses looking to expand, protect their assets and increase their profits in an approachable, down-to-earth way. When you're looking for a business lawyer near you, we offer several convenient locations.