Things to consider when buying a business in South Florida.

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Are you buying a business in South Florida?

Buying a business is a very exciting and emotional process. Whether you are getting ready to pursue your dream of owning your own business or expanding your current company, there are many different things that you must consider when entering into such a transaction. If you plan to buy an established business in South Florida, it is important that you consider the following factors, or else you may get more than you bargained for.

  1. Debt- does the company you are buying have debt? If so, you need full disclosure
  2. Federal and State Taxes- are any of these taxes outstanding?
  3. Sales Tax, unemployment tax, personal property tax- are any of these taxes outstanding?
  4. Workers Compensation- are there any claims against the company?
  5. Insurance- does the company have adequate insurance?
  6. The Purchase Agreement- it is important to draft and negotiate a purchase agreement that will consider all the terms of the deal and adequately protect the purchaser.
  7. Is the company healthy? How are the company’s financials? You will need to review and study tax returns, balance sheets and income statements for 2-3 years, if possible
  8. Intellectual Property- does the seller of the business have the proper right to the name they are currently using, or are they infringing on someone’s trademark?
  9. Commercial Lease- will the seller be able to transfer the commercial lease to the buyer?
  10. Equipment and assets- what are you buying? Are they in working order? Do you retain the rights to such equipment and assets upon purchase?
  11. Are there any liens on the business, equipment, assets or property?
  12. Inventory- what inventory are you acquiring? Is it in working order?

It is important to review and consider the above, to be sure that you know exactly what you are buying.

Regojo Law can assist you with the purchase of a new business in Miami, Broward and Palm Beach Counties. Contact us today to see how we can help.

Take Advantage of the US-Colombia Free Trade Agreement

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Colombia US free tradeThe Colombia-US free trade agreement went into effect on May 15, 2012. This should provide lots of opportunities for Colombian entrepreneurs to bring products into the United States. If you are a Colombian business looking to take advantage of the free trade agreement with the United States, contact us now to determine how to properly set up your company and take advantage of this tremendous opportunity.

U.S.–Colombia Trade Promotion Agreement (TPA) will support more jobs, increase trade between the two countries and enhance both countries’ competitiveness:

Colombia’s economy is the third largest in Central and South America. This comprehensive trade agreement will eliminate tariffs and other barriers to U.S. exports, expand trade between our two countries and promote economic growth for both.

The International Trade Commission (ITC) has estimated that the tariff reductions in the Agreement will expand exports of U.S. goods alone by more than $1.1 billion, supporting thousands of additional American jobs. The ITC also projected that the Agreement will increase U.S. GDP by $2.5 billion.

The Agreement will provide significant new access to each country’s market, supporting increased opportunities for service providers.

U.S. goods exports to Colombia in 2010 were $12.0 billion. Our economies are largely complementary in terms of the goods we ship each other. For example, Colombia is a large importer of grains from the United States while it exports a number of tropical fruits to our country. In addition, U.S. cotton, yarn and fabric exports to Colombia are used in many apparel items that Colombia exports to the United States.

Over 80 percent of U.S. exports of consumer and industrial products to Colombia will become duty free immediately, with remaining tariffs phased out over 10 years. With average tariffs on U.S. industrial exports ranging from 7.4 to 14.6 percent, this will substantially increase U.S. exports.

The Agreement provides for improved standards for the protection and enforcement of a broad range of intellectual property rights, consistent with U.S. and emerging international standards of protection and enforcement. Such improvements include requirements for IPR protections that are critical to protecting copyrighted works like music, movies, and software from piracy in the digital environment; requirements for strong, deterrent criminal penalties against copyright piracy and trademark counterfeiting; requirements for robust patent and test data protection that respects the Doha Declaration on TRIPS and Public Health; and state-of-the-art protection for U.S. trademarks

Thousands of small businesses engage in trade between the two countries. In 2009, U.S. small and medium enterprises (SMEs) exported $3.1 billion in merchandise to Colombia. Contact us now to set up your company in the United States in order to capitalize on the TPA.

Is it smart to start a business in a recession?

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Many people frequently ask whether it is a good idea to start a brand new business in the middle of a recession.  As the recession that started in 2007 continues nearly four years later, entrepreneurs all over the world wonder whether they should go ahead and take the risk or wait until things start to improve before beginning a new venture.  This is an important decision, as many people will likely have to quit their jobs or use their savings in order to finance the business.

So, is it smart to start your business during a recession?  Let’s focus on the negatives first.

Fewer Customers:

During a recession, there are fewer consumers purchasing goods and services.  This is due not only to unemployment, but the fact that when times are uncertain, people think it is better to save money for emergencies than acquire items they do not need.  Likewise, many companies are unwilling to spend money during a recession, again due to uncertainly.

Risk:

Everyone will tell you that it is riskier to start a business during a recession because no one is spending money.  But is it any riskier than any other time?  Starting a business is a risk, and people succeed and fail regardless of the economic conditions.

Banks aren’t Lending:

This particular recession has caused banks to stop lending to small businesses.  This makes it quite difficult to finance major purchases for your business, or to even get a line of credit.  If you can’t borrow funds, then you can’t grow your business.

Positives:

With so many businesses going bankrupt during a recession, and because people are spending less money, a recession may present an incredible opportunity for someone to start a business.  Is this crazy? Not at all; think of it this way-  if no one is spending money, then businesses will lower their prices to entice a sale.  If you need to spend a lot of money for your business, you can find great savings during a recession, because everyone is motivated to sell.

Due to high unemployment, you may be able to find highly qualified employees willing to work for less money.  While you shouldn’t take advantage of your employees, controlling employee costs is a great way to save money, and hopefully ensure your long term success.

Advertising costs decrease dramatically during a recession.  Many outstanding businesses reduce their advertising during a recession in order to ensure that they can pay suppliers and employees.  This leaves ample unsold advertising inventory available.  You’ll be able to find good deals to get your business off the ground.

The ability to negotiate just about everything increases during a recession.  From rental space to machinery to supplier financing, a recession can act like a huge sale for your business.  You can find great savings to get your business off the ground; such savings can then be used for marketing expenses.

Your competitors may be struggling.  Long standing businesses tend to have debt, too many employees, and in many cases, a sense of complacency.  This makes them less competitive, and (for larger competitors), slow to react to market changes.  Starting fresh and new when your competitors are fat and bloated can give you a huge advantage.

So, should you start your business during a recession?  It’s up to you to determine how the conditions appear in your industry.  However, you shouldn’t let the recession keep you from pursuing your dream.

 

FIU to Host Small Business Seminar

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Florida International University will host the Miami Herald Small Business Seminar on February 24, 2011. For any small business owner or entrepreneur in the South Florida area, this sounds like a great event, where you can get great information from successful entrepreneurs in our area.

The event, which starts at 8 am and runs until 2pm, will feature a number of speakers, attorneys and executives from companies based in South Florida. This sounds like an event that all entrepreneurs should attend. I may be a little partial, however, as I am an alumni of FIU’s College of Law.

Read more

 

Miami Small Businesses Optimistic about 2011

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Great news coming out of a Citibank small business survey. The bank asked 188 small businesses in the Miami area and found that 55% of small businesses were optimistic that 2011 would be better for their business than 2010. 30% believed that this year would be the same as last, while a few small businesses believed that 2011 would be worse (15%).

This is great news because if small business feels comfortable with the economic outlook, then they will take additional risks, increase inventory and (hopefully) hire more employees. This, in turn, will be what turns our economy around, particularly in South Florida, which has been hit harder than most cities during this economic collapse.

Small businesses were primarily concerned with the cost of raw materials and high taxes. Hopefully the government is paying attention to the small business person’s concerns, and be willing to work with them to lower taxes.

Read the full article here.

 

How to get credit for your business

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Ah, corporate credit. I’ve been trying to help a few clients get loans for expansion and inventory needs. It’s been pretty tough. Banks have been very reluctant to lend any type of money, let alone a business loan. I don’t want to discourage anyone from applying for a loan, because it really depends on the nature of your business and your personal and corporate finances. At the very least, banks will ask for the following:

At least three years of financial data for the business
Personal taxes of the shareholders/members/partners for the past three years
Profit/loss statement for the company for three years
Sales for three years (the banks want to see a steady growth trajectory)
A company balance sheet
A personal balance sheet from the company’s owners
A business plan
A loan proposal

The best thing to do is to approach the bank where either you or your company bank with and talk with your personal banker. if you don’t have a personal banker, make an appointment with a loan officer.

Another good choice is to contact the local branch of the small business administration. While the SBA has been struggling lately, it is possible that they can point you to a bank in your area that specializes in small business loans.

If you want to establish some basic corporate credit quickly, you should have the company apply for an American Express business card or some other type of corporate credit card. If the credit score is an issue, ask if you can apply for a secured credit card. Note that this will not lead to an immediate loan, but will help establish credit moving forward.

Another option is to talk with your suppliers, and ask if you can pay in 30-60-90 day increments. This will allow you to develop credit with suppliers, and free up some of your cash for other projects or to acquire additional inventory.

I’ve spoken to a few loan officers to determine why certain loan applications have been rejected. The response I typically get is that banks don’t want to lend unless the company has lots of cash on hand, the owner/shareholder of the company signs a personal guarantee, and the owner can actually pay the guarantee. Basically, if you are going to ask for a $50k loan, then you need to have $50k in the bank. Of course, this varies on the bank. The loan officers have also said to just keep trying. They suggest that you approach a number of banks at the same time, and maybe you can pit one against the other. What you should not do is approach a bank that you have no relationship with, unless that bank was recommended by the SBA.

To summarize: best starting point- first, try the SBA; next, try your bank.

Article can also be found in Spanish at Inversionario.com

 

Peer to Peer Lending Not Yet Ready to Rescue Small Businesses

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While a few years ago peer-to-peer lending seemed like a great way to find financing for your small business or start-up, it has yet to replace the banks as the small business’s choice of lender. Peer to peer lending isn’t achieving the growth it attained at its inception, and is still facing much scrutiny from state and federal regulators. With banks hardly lending, capital markets completely unattainable and peer to peer lending not quite taking off, it is becoming increasingly difficult for small businesses and start-ups to find the capital they need- be it $5,000 or $500,000- to finance their business and get a new venture off the ground.

While the following article does not concern peer to peer lending with respect to business financing, it provides a good intro into peer to peer lending services.

http://www.tampabay.com/news/business/personalfinance/peer-to-peer-lending-has-yet-to-find-firm-footing/1151051

 

How to form a NonProfit Organization in the United States

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  1. Incorporate your Business.  File articles of incorporation with the State.
  2. Apply for an Employment Identification Number (EIN) for the Corporation
  3. Prepare Corporate Bylaws
  4. Name at least three corporate directors
  5. Hold a Meeting of the Board of Directors
  6. Draft a Conflict of Interest Policy
  7. Apply for Nonprofit status by filling out IRS Form 1023 (there is an IRS filing fee ranging from $350 to $700 depending on the company’s estimated financials).
  8. Communication with the IRS regarding said application.
  9. Register your nonprofit status with the state of Florida; register the nonprofit with any other state where you intend to conduct fundraising activities in order to comply with fundraising regulations.
  10. Begin fundraising

The whole process to get approval from the IRS takes between 3-6 months, sometimes longer, depending on the IRS case load. You can go ahead and prepare the nonprofit and get things started, market, etc., but you can’t begin fundraising until approval by the IRS and subsequent registration with the State.

If you have any additional questions or wish to create a nonprofit organization in Florida, please feel free to contact us at your convenience, at (305) 814-8299 or via email.