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Politics : PRESIDENT GEORGE W. BUSH -- Ignore unavailable to you. Want to Upgrade?

To: J_F_Shepard who wrote (204751)	11/26/2001 1:51:35 PM
From: jlallen	Read Replies (3) \| Respond to of 769670

There are many forms of business entities besides corporations...partnerships, limited partnerships, LLCs, LLPs, PLLP, PLLC, sole proprietorships..... JLA

To: J_F_Shepard who wrote (204751)	11/26/2001 1:52:03 PM
From: Neocon	Read Replies (1) \| Respond to of 769670

Sole Proprietorship Basics If you're going into business on your own, the simplest legal structure is the sole proprietorship. A sole proprietorship is a business that is owned by one person (and sometimes his or her spouse) and that isn't registered with the state as a corporation or a limited liability company (LLC). Sole proprietorships are so easy to set up and maintain that you may already own one without knowing it. For instance, if you are a freelance photographer or writer, a craftsperson who takes jobs on a contract basis, a salesperson who receives only commissions or an independent contractor who isn't on an employer's regular payroll, you are automatically a sole proprietor. However, even though a sole proprietorship is the simplest of business structures, you shouldn't fall asleep at the wheel. You may have to comply with local registration, license or permit laws to make your business legitimate. And you should look sharp when it comes to tending your business, because you are personally responsible for paying both income taxes and business debts. Personal Liability for Business Debts A sole proprietor can be held personally liable for any business-related obligation. This means that if your business doesn't pay a supplier, defaults on a debt or loses a lawsuit, the creditor can legally come after your house or other possessions. Examples Example 1: Lester is the owner of a small manufacturing business. When business prospects look good, he orders $50,000 worth of supplies and uses them in creating merchandise. Unfortunately, there's a sudden drop in demand for his products, and Lester can't sell the items he's produced. When the company that sold Lester the supplies demands payment, he can't pay the bill. As sole proprietor, Lester is personally liable for this business obligation. This means that the creditor can sue him and go after not only Lester's business assets, but his other property as well. This can include his house, his car and his personal bank account. Example 2: Shirley is the owner of a flower shop. One day Roger, one of Shirley's employees, is delivering flowers using a truck owned by business. Roger strikes and seriously injures a pedestrian. The injured pedestrian sues Roger, claiming that he drove carelessly and caused the accident. The lawsuit names Shirley as a co-defendant. After a trial, the jury returns a large verdict against Roger -- and Shirley as owner of the business. Shirley is personally liable to the injured pedestrian. This means the pedestrian can go after all of Shirley's assets, business and personal. By contrast, the law provides owners of corporations and limited liability companies (LLCs) with what's called "limited personal liability" for business obligations. This means that, unlike sole proprietors and general partners, owners of corporations and LLCs can normally keep their house, investments and other personal property even if their business fails. If you will be engaged in a risky business, you may want to consider forming a corporation or an LLC. You can learn more about limiting your personal liability for business obligations by reading Nolo's articles on corporations and LLCs. Paying Taxes on Business Income In the eyes of the law, a sole proprietorship is not legally separate from the person who owns it. The fact that a sole proprietorship and its owner are one and the same means that a sole proprietor simply reports all business income or losses on his individual income tax return - IRS Form 1040 with Schedule C attached. As a sole proprietor, you'll have to take responsibility for withholding and paying all income taxes, which an employer would normally do for you. This means paying a "self-employment" tax, which consists of contributions to Social Security and Medicare, and making payments of estimated taxes throughout the year. For more information, see How Sole Proprietors Are Taxed. Registering Your Sole Proprietorship Unlike an LLC or a corporation, you generally don't have to file any special forms or pay any fees to start working as a sole proprietor. All you have to do is declare your business to be a sole proprietorship when you complete the general registration requirements that apply to all new businesses. Most cities and many counties require businesses -- even tiny home-based sole proprietorships -- to register with them and pay at least a minimum tax. In return, your business will receive a business license or tax registration certificate. You may also have to obtain an employer identification number from the IRS, a seller's permit from your state and a zoning permit from your local planning board. And if you do business under a name different from your own, such as Custom Coding, you usually must register that name -- known as a fictitious business name -- with your county. In practice, lots of businesses are small enough to get away with ignoring these requirements. But if you are caught, you may be subject to back taxes and other penalties. nolopress.com

To: J_F_Shepard who wrote (204751)	11/26/2001 1:54:11 PM
From: Neocon	Respond to of 769670

Partnership Basics A business with more than one owner that is not incorporated or organized as an LLC is, by default, a partnership. By definition, a partnership is a business with more than one owner that has not filed papers with the state to become a corporation or LLC (limited liability company). There are two basic types of partnerships -- general partnerships and limited partnerships. This article discusses only general partnerships -- those in which every partner has a hand in the management of the business. The partnership is the simplest and least expensive co-owned business structure to create and maintain. However, there a few important facts you should know before you begin. Personal Liability for All Owners First, partners are personally liable for all business debts and obligations, including court judgments. This means that if the business itself can't pay a creditor, such as a supplier, a lender or a landlord, the creditor can legally come after any partner's house, car or other possessions. Second, any individual partner can usually bind the whole business to a contract or other business deal. For instance, if your partner signs a year-long contract with a supplier to buy inventory at a price your business can't afford, you can be held personally responsible for the sum of money owed under the contract. There are just a few limits on a partner's ability to commit the partnership to a deal -- for instance, one partner can't bind the partnership to a sale of all of the partnership's assets -- but generally, unless an outsider has reason to know of any limits the partners have placed on each other's authority in their partnership agreement, any partner can bind the others to a deal. Third, each individual partner can be sued for -- and be required to pay -- the full amount of any business debt. If this happens, an individual partner's only recourse may be to sue the other partners for their shares of the debt. Because of this combination of personal liability for all partnership debt and the authority of each partner to bind the partnership, it's critical that you trust the people with whom you start your business. Partnership Taxes A partnership is not a separate tax entity from its owners; instead it's what the IRS calls a "pass-through entity." This means the partnership itself does not pay any income taxes on profits. Business income simply "passes through" the business to each partner, who reports his share of profit -- or his losses -- on his individual income tax return. In addition, each partner must make quarterly estimated tax payments to the IRS each year. While the partnership doesn't pay taxes, it must file Form 1065, an informational return, with the IRS each year. This form sets out each partner's share of the partnership profits (or losses), which the IRS reviews to make sure the partners are reporting their income correctly. For more information on reporting and paying partnership taxes, see How Partnerships Are Taxed. Creating a Partnership You don't have to file any paperwork to establish a partnership -- just agreeing to go into business with another person will get you started. Of course, partnerships must fulfill the same local registration requirements as any new business, such as applying for a business license (also known as a tax registration certificate) Most cities require businesses to register with them and pay at least a minimum tax. You may also have to obtain an employer identification number from the IRS, a seller's permit from your state and a zoning permit from your local planning board. In addition, your partnership may have to register a fictitious or assumed business name. If your business name doesn't contain all of the partners' last names, as in London Landscapes, you usually must register that name -- known as a fictitious business name-- with your county. While the owners of a partnership are not legally required to have a written partnership agreement, it makes good sense to put the details of ownership, including the partners' rights and responsibilities and their share of profits, into a written agreement. For more about why partnership agreements are so important, read Creating a Partnership Agreement. Ending a Partnership One disadvantage of partnerships is that when one partner wants to leave the company, the partnership generally dissolves. In that case, the partners must fulfill any remaining business obligations, pay off all debts, and divide any assets and profits among themselves. If you want to prevent this kind of ending for your business, you should create a "buy-sell agreement," which can be included as part of your partnership agreement. A buy-sell agreement helps partners decide and plan for what will happen when one partner retires, dies, becomes disabled or leaves the partnership to pursue other interests. One way a buy-sell agreement helps avoid this situation is by allowing the partners to buy out a departing partner's interest so business can continue as usual. See Plan for Ownership Changes With a Buy-Sell Agreement for more information. nolopress.com

To: J_F_Shepard who wrote (204751)	11/26/2001 1:56:14 PM
From: Neocon	Respond to of 769670

LLC Basics Limited liability companies combine the best aspects of partnerships and corporations. A limited liability company (LLC) combines attributes from both corporations and partnerships (or for one-person LLCs, sole proprietorships): the corporation's protection from personal liability for business debts and the simpler tax structure of partnerships. And while setting up an LLC is more difficult than creating a partnership or sole proprietorship, running one is significantly easier than running a corporation. Number of Members Contrary to what you may have learned just a few years ago, you can now form an LLC with just one person in every state except Massachusetts, which requires an LLC to have two owners (technically called members). If you want to form a one-member LLC in Massachusetts and you are married, you can make your spouse your LLC's second member. While there's no maximum number of owners that an LLC can have, for practical reasons you'll probably want to keep the group small. An LLC that's actively owned and operated by more than about five people risks problems with maintaining good communication and reaching consensus among the owners. Limited Personal Liability Like shareholders of a corporation, all LLC owners are protected from personal liability for business debts and claims. This means that if the business itself can't pay a creditor -- such as a supplier, a lender or a landlord -- the creditor cannot legally come after any LLC member's house, car or other personal possessions. Because only LLC assets are used to pay off business debts, LLC owners stand to lose only the money that they've invested in the LLC. This feature is often called "limited liability." Exceptions to Limited Liability While LLC owners enjoy limited personal liability for many of their business transactions, it is important to realize that this protection is not absolute. This drawback is not unique to LLCs, however -- the same exceptions apply to corporations. An LLC owner can be held personally liable if he or she: personally and directly injures someone personally guarantees a bank loan or a business debt on which the LLC defaults fails to deposit taxes withheld from employees' wages intentionally does something fraudulent, illegal, or clearly wrong-headed that causes harm to the company or to someone else, or treats the LLC as an extension of his or her personal affairs, rather than as a separate legal entity. This last exception is the most important. In some circumstances, a court might say that the LLC doesn't really exist and find that its owners are really doing business as individuals, who are personally liable for their acts. To keep this from happening, make sure you and your co-owners: Act fairly and legally. Do not conceal or misrepresent material facts or the state of your finances to vendors, creditors or other outsiders. Fund your LLC adequately. Invest enough cash into the business so that your LLC can meet foreseeable expenses and liabilities. Keep LLC and personal business separate. Get a federal employer identification number, open up a business-only checking account, and keep your personal finances out of your LLC accounting books. Create an operating agreement. Having a formal written operating agreement lends credibility to your LLC's separate existence. Business Insurance A good liability insurance policy can shield your personal assets when limited liability protection does not. For instance, if you are a massage therapist and you accidentally injure a client's back, your liability insurance policy should cover you. Insurance can also protect your personal assets in the event that your limited liability status is ignored by a court. In addition to protecting your personal assets in such situations, insurance can protect your corporate assets from lawsuits and claims. Be aware, however, that commercial insurance usually does not protect personal or corporate assets from unpaid business debts, whether or not they're personally guaranteed. For information on securing insurance, see Small Business Insurance. LLC Taxes Unlike a corporation, an LLC is not considered separate from its owners for tax purposes. Instead, it is what the IRS calls a "pass-through entity," like a partnership or sole proprietorship. This means that business income passes through the business to each LLC member, who reports his share of profits -- or losses -- on his individual income tax return. Each LLC member must make quarterly estimated tax payments to the IRS. While an LLC itself doesn't pay taxes, co-owned LLCs must file Form 1065, an informational return, with the IRS each year. This form, the same one that a partnership files, sets out each LLC member's share of the LLC's profits (or losses), which the IRS reviews to make sure the LLC members are correctly reporting their income. For more information on LLC taxes, see How LLCs are Taxed. LLC Management The owners of most small LLCs participate equally in the management of their business. This arrangement is called "member management." The alternative management structure -- somewhat awkwardly called "manager management" -- means that you designate one or more owners (or even an outsider) to take responsibility for managing the LLC. The nonmanaging owners (sometimes family members who have invested in the company) simply sit back and share in LLC profits. In a manager-managed LLC, only the named managers get to vote on management decisions and act as agents of the LLC. Choosing manager management, however, can complicate securities issues for your LLC. (For more information, see Do I need to know about securities laws to set up an LLC?) Forming an LLC To create an LLC, you begin by filing "articles of organization" with the LLC division of your state government. This office is often in the same department as the corporations division, which is usually part of the Secretary of State's office. Filing fees are typically $100 or less. Many states supply a blank one-page form for the articles of organization, on which you need only specify a few basic details about your LLC, such as its name and address and contact information for a person involved with the LLC (usually called a "registered agent") who will receive legal papers on its behalf. Some states also require you to list the names and addresses of the LLC members. In addition to filing articles of organization, you must create a written LLC operating agreement. While you don't have to file your operating agreement with the state, it's a crucial document because it sets out the LLC members' rights and responsibilities, their percentage interests in the business and their share of the profits. Finally, your LLC must fulfill the same local registration requirements as any new business, such as applying for a business license and registering a fictitious or assumed business name. To learn more about these and other details involved in setting up an LLC, read How to Form an LLC. Ending an LLC Under the laws of many states, unless your operating agreement says otherwise, when one member wants to leave the LLC, the company dissolves. In that case, the LLC members must fulfill any remaining business obligations, pay off all debts, divide any assets and profits among themselves, and then decide whether they want to start a new LLC to continue the business with the remaining members. Your LLC operating agreement can prevent this kind of abrupt ending to your business by including "buy-sell" provisions, which set up guidelines for what will happen when one member retires, dies, becomes disabled or leaves the LLC to pursue other interests. (See Plan for Changes in LLC Ownership With Buy-Sell Provisions for more information.) nolopress.com

To: J_F_Shepard who wrote (204751)	11/26/2001 2:30:41 PM
From: David R	Read Replies (1) \| Respond to of 769670

Change of subject: The ACLU is on record as supporting Child Pornography as "protected speech", as well as the reduction or elimination of the age of consent. In addition, they provide legal defense for NAMBLA in ongoing litigation. A quote from NAMBLA's Official Position Papers, Oct. 12, 1996. "NAMBLA'S first position was adopted at its third General Membership Meeting in June, 1980. It focused on the hated "statutory rape" laws which confuse rape and violence with consensual sex. "Statutory rape" laws vilify, persecute, and arrest the development of the love which men have for boys and which boys have for men. These laws are used in a discriminatory way to give long prison sentences to boy lovers and hinder the development of the gentleness, wisdom, and creative contribution of boy lovers as a minority group. The resolution proposed by Tom Reeves states: (1) The North American Man/Boy Love Association calls for the abolition of age-of- consent and all other laws which prevent men and boys from freely enjoying their bodies. (2) We call for the release of all men and boys imprisoned by such laws."