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Goner Message Board / ???? / NYC lawyers?
Posted: Sep 19, 2006 6:33 pm
I'm going to be starting up a small online business and want to make sure I get legally set up. While the business isn't going to be a huge deal (I'm doing everything except the web stuff and am still also working very fulltime), I want to get advice on whether to incorporate, tax stuff, all the usual things.

Could anyone recommend someone based in NYC who'd be good to consult about this? Private emails would be fine: milesofelbow at hotmail dot com. Thanks!
Posted: Sep 19, 2006 6:48 pm
Hey Josh --- I'm going to be selling vinyl, CDs, and a bit of printed materials, mostly obscure free jazz, blues, gospel, field recordings....Basically the music I like, a fair amount of which doesn't get much distribution, if any, plus old private pressings, stuff like that. I might also put out an occasional release. It's all still a work in progress.

As far as the site itself goes, I've got a friend who's taking care of it.
Posted: Sep 19, 2006 7:01 pm
you don't need a lawyer. theyre too expensive. try doing it yourself and maybe finding an accountant (instead of a lawyer) to help set it up.

i'm in the process of getting a business license for rob's house. i already formed the LLC, then filed as an S-Corp. none of it has been too hard.
Posted: Sep 19, 2006 7:03 pm
the most expensive part of the LLC is state filing fees and the fact that you have to publish the notice - its the newspaper that will charge you more money than their service is worth!
Posted: Sep 19, 2006 7:13 pm
Yeah, a friend of mine who does a pretty large online mailorder business just calls himself a freelancer. I was thinking about going that route until I sat down with him and he said how much he regrets not incorporating before he got all set up, and now that he is so busy he doesn't have the time to do it. He's in a different situation than I am (his site is how he makes his living and mine is going to be something I do on the side) but it made me unsure about which way to go with it.
Posted: Sep 19, 2006 8:23 pm
Hey Adam, I forwarded this thrwad to a NYC lawyer friend and she had this to say:

This ain't nuthin I know about, and I don't even know who to refer him to. If I was him I'd START by reading something like Legal Guide for Starting & Running a Small Business (Bray and Steingold) and also Legal Forms for Starting & Running a Small Business (Steingold), both of which can be found on www.half.com for not much $. E.g., http://product.half.ebay.com/Legal-Guide-for-Starting-Running-a-Small- Business_W0QQtgZinfoQQprZ2413023. Those books or others like them (which they also must have at the library) will answer some of his questions and raise others, and it is those other questions he might want to see a lawyer about. I wish I knew a small business attorney to refer people to -- but I'm sorry I don't.

Maybe he could get some free advice through the federal govt's Small Business Administration. I don't know if they do anymore but they used to have a mentoring program where retired business people would give advice to small business owners.

If he has tax-related questions, he should be able to get answers from the person who does his taxes.
Posted: Sep 19, 2006 8:26 pm
Glad I don't have HER as a lawyer! Talk about 'pass the buck!'.
Posted: Sep 19, 2006 8:58 pm
Thanks a lot, Joe. I'll look into that book. Probably should've done that earlier rather than spending my time jumping through hoops just to score a few 45s...
Posted: Sep 19, 2006 9:15 pm
I really regret not getting lawyer/accountant advice when I set up the gallery (espec. after I had to close it!). For my consulting biz, I have a decent accountant now and I also know of a lawyer that might be useful, if only to point you to another lawyer.

I'll e-mail you the contact info off-list.
Posted: Sep 19, 2006 9:31 pm
jahna has nice cans.
Posted: Sep 19, 2006 9:42 pm
ah, yes
Posted: Sep 19, 2006 10:26 pm
jahna has nice cans.

So I have been told! :-) thanks!
Posted: Sep 20, 2006 12:01 am

Maybe he could get some free advice through the federal govt's Small Business Administration.

the government's SBA is a load of crap. seriously. for this kind of thing....SBA will not help you. you will spend months and months completing paperwork that has nothing to do w/ your biz and you'll be that much further behind
Posted: Sep 20, 2006 12:06 am
yeah, according to the SBA, a small business can have 150 employees, or more. You are a nonexistent business.

The Small Business Act states that a small business concern is "one that is independently owned and operated and which is not dominant in its field of operation." The law also states that in determining what constitutes a small business, the definition will vary from industry to industry to reflect industry differences accurately. SBA's Small Business Size Regulations implement the Small Business Act's mandate to SBA. SBA has also established a table of size standards, matched to North American Industry Classification System (NAICS) industries.
Posted: Sep 20, 2006 12:10 am
i am an "S" corp.
occasionally, i have one "employee" - a 1099 category person.
being an "S" has many tax advantages.
even incorporated in NY which has ridiculous state taxes

other than that, i too am a nonexistent business.
Posted: Sep 20, 2006 12:28 am
Searching online for info on S and C corps, a lot of what I'm seeing seems pretty irrelevant in my case. Shareholders? Board of Directors? Corporate bylaws? I'm just some clown who's looking to sell a few records, maybe put out a record or book every now and then. While it'd be cool if it does well, it'll probably function at the start more as a hobby than to make real cash.

So are there aspects to these S and C corps that I can safely ignore? (Or stuff I better not ignore?)
Posted: Sep 20, 2006 12:44 am
if you incorporate, you will be asked to choose which type of corporation --- "s" and "c" are the most common.
as far as shareholders go - you can be the sole shareholder and board of directors. corporate bylaws are meaningless to you unless you have shareholders and a board of directors....(that would not be true if you wanted to be an LLC)

most freelance people who are incorporated elect the "s" corp
these designations are more important vis a vis tax issues than corporate house-keeping. yes, you basically CAN ignore them. the corporate bylaws, among other things just determine when you select your fiscal year, when you file your taxes, etc.

when and/or if you take on a partner, or hire anyone be it casual labor or freelance, being incorporated can help you in protecting your personal assets

otherwise.... you could really test the waters with your record selling business by having an ebay store --- i'm sure eric and zac and also tom shannon can tell you how it works being/working in a record store and having an ebay store and also having your own shopping cart related to your own website.

i think your best bet is to talk to whoever does your taxes. if you do your own taxes, get an accountant NOW. (i sent you a recommendation via email)
Posted: Sep 20, 2006 12:45 am
what really determines whether or not the time is right for you to incorporate is how much money you think you will be making
really - all stuff an accountant can expertly tell you

you should not co-mingle your business income w/ your personal earnings.... you could just go the DBA route for the time being...to at least get yourself a separate bank account for the biz
Posted: Sep 20, 2006 12:57 am
Thanks, Theresa. Yeah, I've always done my own taxes. Your accountant recommendation hasn't turned up in my inbox yet, but I'll email you back directly if by tomorrow it doesn't make it through. Then I can start hassling the accountant instead of you good people.

you could just go the DBA route for the time being

Sorry if this should be obvious to me, but what's the DBA route?

Really, many thanks to everybody who has taken the time to give me advice on this.
Posted: Sep 20, 2006 12:59 am
DBA = "doing business as"
costs maybe $100 for filing fee, certified copies (your bank requires one) so that you can have a bank account for Adam's Record Biz rather than Adam Personal Person
you would pick up and file the form at city hall/hall of records
all you need to do is have your signature notarized
Posted: Sep 20, 2006 1:13 am
DBA = "doing business as"

Ah, gotcha. For the 236th time, thanks!!
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