how to set up & run a business in the usa
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How to Set Up &Run a Business in the USA
A Step by Step Guide
by Tom Pai, MBA
Ravix Group Inc. 226 Airport Parkway, Suite 400 San Jose, CA 95110
Strategic Guidance, Hands-On Implementation1
Step by Step Guide1. Establish a Legal Entity
2. Get a FEIN – Federal Employee Identification Number
3. Set Up Bank Accounts
4. Hire Your Team
5. Pay Your Employees and Provide Benefits
6. Get Business Insurance
7. Keep Track of Your business Using Correct Accounting
8. Pay Taxes
9. Sell Your Company for $1,000,000,000,000,000,000,000
10. Repeat!
Strategic Guidance, Hands-On Implementation2
1. Establish a Legal EntityWhat kind? C-Corporation (Inc.)? Limited Liability Company?
C-Corporation:Pros: Allows for complex ownership structures; common stocks & preferred stocks with different rights; easy to establish; C-Corp is a “legal individual” & can provide better protectionCons: Double taxation – dividends distribution are taxable; more complicated administrative rules regarding operation of C-Corp
Limited Liability Company:Pros: Pass through profits & losses to shareholders; simplified administrative rules to operate (LLC = cheaper to maintain)Cons: Complex ownership structure is difficult to establish & manage, ownership rules for foreigners & foreign entities complicated, complex rules & tax situations for owner/managers
California or Delaware?For private company, very little meaningful differences. Some small advantages for founders of Delaware company. Delaware company more expensive to maintain.
Strategic Guidance, Hands-On Implementation3
1. Establish a Legal Entity (cont.)
The BIG question: Which is a better structure for raising capital?
C-Corporation.
• Complex ownership structure better suited to protect interests of outside investors
• No effect to shareholders until time of sale of shares (no pass through of profits and losses)
• Equity Compensation (i.e. stock options or stock grants) easier to administrate with C-Corp
• Investor familiarity with C-Corp structure a big advantage
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2. Get a FEIN – Federal Employee Identification Number
A FEIN is more than an employee tax ID. It is an ID for your company, used for doing everything from opening bank accounts, filing income tax returns, obtaining credit from vendors, paying contractors, as well as establishing payroll for employees.
How to Apply:•Complete and file a for SS-4: http://www.irs.gov/pub/irs-pdf/fss4.pdf
or•Apply online: https://sa.www4.irs.gov/modiein/individual/index.jsp
When to Apply:Immediately upon formation of your legal entity. Ask your lawyer or accounting professional.
Strategic Guidance, Hands-On Implementation5
3. Do’s & Don’ts of Bank Account Set Up • Don’t open a simple business account at the local bank branch of
retail bank – this is the wrong type of account.
• Do consider opening an account with a business focused bank that caters to startups, such as:
Silicon Valley Bank Bridge Bank
Square 1 Bank Comerica Bank
• Do ask how and what they can do to help you grow your business.
• Do ask them what they know about your industry and market.
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4. Hire Your TeamGET HELP FROM A HUMAN RESOURCES PROFESSIONAL WHEN HIRING
FOR YOUR BUSINESS.
• Know the rules and procedures for seeking employees, interviewing, hiring AND firing. • Understand US laws on discrimination, equal opportunity, work rules, compensation, and benefits.• Numerous compliance issues for workplace and employees. Need to understand and follow the laws!• Stick with “best practice” for hiring, employment agreements, compensation, firing. DON’T try and
figure it out yourself.
If you are moving to the USA and working at a U.S. Entity:
• Need to apply for a social security number: http://www.ssa.gov/pubs/10096.html#a0=1
• Get help to understand USA personal tax system.
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5. Pay Your Employees & Provide BenefitsPayroll• Do use a qualified payroll service with national capabilities (ADP, PayChex, PayCycle,
Paylocity).• Don’t use a bank’s payroll service or QuickBooks payroll service.
Employee Benefits• Essential: Health Insurance. A must for every company. There are numerous options and
plans to suit every budget and circumstances. Costs for small business health insurance is regulated. All brokers sell the same policies.
• Optional: Retirement. If you hire more senior employees, this becomes highly important.
What is PEO? (TriNet, Insperity, ADP TotalSource)• “Professional Employment Organization;” “employee leasing” • Provides payroll and benefits coverage and administration for simple monthly fee per
employee.• Can be good solutions for small companies with few employees and not expected to increase. • Acceptable for those with transferred foreign employees here on L-1 visa.
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6. Get Business InsuranceGeneral Liability & Property• Covers property and acts by employees while working or traveling on
business. Required for most office space leases. This is essential from Day 1.
Product/Service Liability• Provides coverage for claims against your product or service. Cost and
coverage varies by type of business you’re engaged in.
Directors & Officers (“D&O”)• Protection for claims by employees and shareholders against the Directors
and Officers of the company. Usually required by outside investors.
Costs can vary a lot. Make sure you work with a knowledgeable insurance broker.
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7. Keep Track of Your Business Using Correct Accounting
Strategic Guidance, Hands-On Implementation10
HAVE AN ACCOUNTING PROFESSIONAL DO YOUR ACCOUNTING CORRECTLY FROM THE BEGINNING.
USA GAAP (Generally Accepted Accounting Practices) is different than IFRS in terms of:•Reporting format•Consolidation of multiple companies•Treatment of R&D expenses•Revenue and expense recognition methodologies
GAAP Reporting vs. Tax Reporting•Cash vs. Accrual Accounting•Categorize expenses correctly for tax purposes – certain items not 100% tax deductible (e.g. Travel and Entertainment)
8. Pay TaxesFederal & State Income Tax Returns – Filed Annually• Estimated tax payments due quarterly
Other Income Tax Filings• 1099 reporting of payments to independent contractors. – Annual• 3921 Reporting of Stock Options - Annual
Sales Tax (similar to VAT) – Quarterly & Annual filing • Varies by state. CA= 7.5%-9.0% (currently)• General principle is that it is only applicable to physical goods (not services or digital content). This varies
by state.
Payroll Tax• Covered by payroll service
Misc. Taxes • San Francisco Payroll tax. 1.5% if over $250,000 annually.• Use Tax: Sale tax for out of state purchases (including online) that would be subject to sales tax-filed
annually.• Personal property tax on assets of company. ~ 1%
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9. Sell Your Company for $1,000,000,000,000,000,000,000
When it comes to selling your business, there are important things you might not know…
Liquidation preferences. • Distribution of proceeds based on terms of investment and may not be equal for
all shareholders.• Important to understand and negotiate at time of investment.
Selling your company to a public company for stock. • Public stock is often subject to restrictions as to when it can be freely sold.
Deal structure and terms means some of what you receive may be treated as Capital Gains and some as “Earned Income.” • Capital Gains tax rate for individuals is 15%.• “Earned income” tax rates that go up to 39%.
Strategic Guidance, Hands-On Implementation12
10. Repeat!“I’ve missed more than 9,000 shots in my career. I’ve lost almost 300 games.
26 times I’ve been trusted to take the game winning shot and missed. I’ve failed over and over and over again in my life and that is why I succeed.”
- Michael Jordan, Basketball Legend & Entrepreneur
Strategic Guidance, Hands-On Implementation13
Raising Capital in the USAKey requirement for U.S. investors is Intellectual Property
ownership by U.S. legal entity. The “flip up.”
Different Types of Investors: • Angels: $25,000 - $100,000. Focus is early stage. Proof of concept.• Early Stage Funds (super angels): $50,000 - $2,000,000. Proof of concept to
early revenue.• Venture Capital Funds: $3,000,000 and above. Early revenue to scaling for
growth.• Venture Debt: $2 million and above. Sustained revenue to scaling for
growth. Moderate interest rate plus option to purchase small amount of equity. Availability dependent on quality and source of prior equity investors.
• Bank Debt: Available to those with sustained revenue. Based on accounts receivable, recurring revenue stream, assets.
Strategic Guidance, Hands-On Implementation14
Equity Compensation for Founders & EmployeesStock Options vs. Restricted Stock Awards (RSA)• Both can be subject to vesting and continued employment• RSA can provide tax advantages to holders
Can be good for founders and early employees when value of stock is very low“Fair Value” of grant is compensation to employee and taxableNot practical for later stage of company when stock value has risen
• Stock option rules complex from tax perspectiveMust be price at “fair value” to avoid taxable gain at time of grantISO vs. non-ISO (NSO) rules and taxation are complicated
How to establish “fair value” for company stock• Legally must be set by Board of Directors• Most companies get a 409a valuation to set “fair value”
What is an 83(b) election?• Form sent to IRS within 30 days of receipt or purchase of stock to declare “value” of shares for
tax purposes. Has complex effect on each person’s tax situation.
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Strategic Guidance, Hands-On Implementation
Ravix Group provides seasoned consulting expertise to outsource the finance/accounting and
human resources functions for early-stage and middle market companies.
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Background• Principals have over 25 years of experience; Controllers,
Accountants and HR Managers have an average of 10-15 years of experience.
• 160 active clients; over 600 clients since inception in 2000.
• Serves primarily technology companies, venture capital firms, nonprofit entities and consulting/services businesses located in Silicon Valley.
Tom Pai - PrincipalOver 25 years of financial and operations experience in technology, media, and consumer products companies ranging in size from start-up to Fortune 100 global enterprises.
Expertise• Strategic and operational planning
• Venture capital financing• Mergers and acquisitions • Corporate restructuring
• Chapter 11 reorganization
Prior to joining Ravix, Tom was the CFO and COO for several venture backed companies in online media, publishing and high technology. He was also the co-founder and principal in DART Partners, an investment firm specializing in underperforming mid-sized companies, and was a senior associate with Bank of America's venture capital group. Tom received his M.B.A. from Carnegie Mellon University and his B.S. in Computer Engineering from University of California, Santa Barbara.
Notable Clients
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Strategic Guidance, Hands-On Implementation19
How We HelpStrategic Advice and Counsel• Senior consultants partner with the CEO in CFO or VP-Human Resources
capacity:* Strategic planning * Operations* Equity * Compensation* M&A
Tactical Execution• Provide Controllers, Accountants, HR Generalist, as needed to do:
* Monthly Close * On-Boarding of Staff* Cash Management * Financial Reporting• Audits
• Setup, implementation and maintenance of accounting & HR systems.
Strategic Guidance, Hands-On Implementation20
Why Outsourcing To RavixMakes Sense“In a society of knowledge worker specialists, organizations will focus on
the work their specialists do best. They will contract out (outsource) the rest.”
-The Post-Capitalist Society, Peter F. Drucker
• Receive expert advice and services at optimal cost.• Have an objective and unbiased professional handle sensitive
matters.• The CEO is free to focus on the core business.• Ravix professionals receive ongoing training and are held to strict
standards.• Clients have unique access to proprietary database for information
on industry trends and management tools. • Ravix has an established reputation with venture capitalists as a
trusted resource.
Strategic Guidance, Hands-On Implementation21
Ravix Value Proposition
Knowledge database of shared information & tools
Ability to leverage established vendor relationships
+
+
=Time & money savings for your company
Experienced professionals in 2 key areas of G&A:Finance & Human Resources
Strategic Guidance, Hands-On Implementation22
Finance Strategic & operations planning,
budgeting & analysis Oversight of fundraising & due
diligence process Cash flow forecasting Setup books & records Monthly close & financial reporting Foreign currency translation &
reconsolidations Debt financing & asset lease
relationships Stock administration &
capitalization tables Contracts tracking & admin Risk management
Board participation & expectations managementAudit & bank relationsAnnual audit preparationSystems implementationRevenue recognitions & commission plansCost accounting & inventory controlPolicies & proceduresMergers & acquisitionsFAS 109 & FIN 48 tax accounting & footnote preparationFAS 124r valuations
Strategic Guidance, Hands-On Implementation23
Human Resources Recruiting Offer letters & employee file setup Immigration/visas Payroll setup & processing Benefit plans 401(K) administration Audit & assessments Employee handbook Total compensation planning (cash
& equity) Stock option planning &
administration
HR policies & procedures development
Labor law compliance Employee reviews; performance
management programs Employee relations & negotiations RIF’s, terminations & exit interviews Workers’ compensation Organization development Training & development International comp/benefits Cobra administration
Strategic Guidance, Hands-On Implementation24
Stock Administration Reconciliation and clean-up of
historical capitalization records Issuance of option grant notices upon
approval by the Board Provide employees with exercisable
option calculations Issue stock option notices upon
employee termination Handle share repurchases upon
termination (if early exercise) Track authorized plan shares and
shares available for grant Budget share option requirements
base on anticipated hires Preparation for FAS 123r & warrant
issues
Track stock option grants, exercises and cancellations in Ravix Group’s proprietary capitalization tracking system
Interface with stock transfer agent (attorneys) to process option exercises & repurchases
Issuance of annual ISO Information Statement as required by IRS code
Capitalization table updates and reconciliation with stock transfer agent to ensure up to date records in the event of a financing or M&A transaction
Provide supporting data for annual audit
Strategic Guidance, Hands-On Implementation25
Vendor Relationships• Banks• Audit & tax firms• Attorneys – General &
Immigration• Leasing & debt sources• Benefits insurance brokers• Recruiters• Furniture & telephone
vendors
• Commercial insurance brokers
• Architects• Real Estate brokers• Building contractors• IT vendors• Payroll services• Workstation installers• Moving/relocation
vendors
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Industry Experience•Saas/Cloud based services•Non-profit•Medical Devices•Biotechnology & Life Sciences•Internet•Services/Consulting•Mobile Apps
•Consumer Goods & Devices•Venture Capital•Software•Green Tech•Hardware•Communications & Networking•Semiconductor
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Pre-Funded Companies
As part of our marketing process wework with pre-funded companies to:
• Assist in business plan modeling and preparation.
• Introduction to potential investors through bank, legal and CPA relationships.
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Conclusion
Clients are looking for:• Strategic guidance and hands-on implementation by experienced
experts at optimal cost.• G&A infrastructure to prepare for growth while staying focused on
building their business.
Ravix Group provides:• The knowledge and service to cost-effectively manage all G&A
functions, allowing the Client to focus on the core areas of their business.
Contact Information
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Ravix Group Inc.226 Airport Parkway, Suite 400
San Jose, CA 95110Telephone: (408) 216-0656
Fax: (408) 982-5446Email: [email protected]
Website: www.ravixgroup.com
Tom Pai, MBAEmail: [email protected]
Mobile: (415) 710-7050Skype: tomcp314
Follow us on Twitter! @RavixGroup