How to Start a Business in Unincorporated RivCo v6

The Riverside County Office of Economic Development department’s goal is to provide the highest level of service to our customers, businesses, patrons and residents. Riverside County Office of Economic Development is committed to fostering economic vitality, to preserve and enhance neighborhoods, to improve the quality of life and to promote learning for all residents of Riverside County. Through a wide range of economic development programs, the department is dedicated to creating a system for responsible economic growth in the unincorporated regions as well as with city partners. Riverside County Office of Economic Development is the rigorous combination of knowledge and method to successfully deliver these public services to the businesses and residents of Riverside County.

How to Start a Business in Unincorporated Riverside County provides 10 easy steps to help you plan, prepare, and manage your business.

Updated: December 5, 2023

10 Steps to start a business in Unincorporated Riverside County

Starting a business involves planning, making key financial decisions and completing a series of legal activities.

1 PREPARE AND PLAN Counseling, mentoring and training programs are available to assist with starting a business. 2 CREATE A BUSINESS PLAN Creating a business plan is essential roadmap for success. 3 Sole Proprietorship, Partnership, Limited Liability Company (LLC), Corporation, S Corporation, Nonprofit or Cooperative. 4 REGISTER A BUSINESS NAME Register your business name with your state government. 5 FINANCE YOUR BUSINESS Find government backed loans, venture capital and research grants. CHOOSE A BUSINESS STRUCTURE Decide which form of ownership is best:

6 GET A TAX IDENTIFICATION NUMBER Learn which tax identification number is needed from the IRS and your state revenue agency. 7 FILE FEDERAL AND STATE TAXES Determine which federal and state taxes you will need to file, including workers’ compensation, unemployment and disability insurance. 8 FINDING A BUSINESS LOCATION Consider how to select a customer-friendly location and comply with zoning laws. 9 OBTAIN BUSINESS LICENSES AND PERMITS Obtain state and local licenses and permits that are required for your business. 10 BUILDING A WORKFORCE Learn the legal steps to take to hire employees.

RESOURCES ADDITIONAL INFORMATION Business Resource Guide with information and resources to starting a business in Unincorporated Riverside County.

1 PREPARE AND PLAN

PREPARE AND PLAN Preparation and planning are critical to the success of your business. Begin thinking of how you will turn your dream into a reality and create an effective business plan that includes financing, marketing, implementation and beyond. The Inland Empire Small Business Development Center can assist with creating a business plan, as well as financial options, marketing and provide resources to get your business from start-up to success. Small Business Development Consulting (SBDC) Riverside County has several small business development centers that offer no cost, business consulting, training and other resources in a variety of areas like start up assistance, debt and equity funding, attracting and retaining customers, product commercialization and more to aspiring entrepreneurs and current business owners. Consultants are current and former small business owners, ready to assist you with even your most complex business needs. They are ready to help your business start, grow and succeed. Inland Empire Small Business Development https://ociesmallbusiness.org/inland-empire Schedule a free consultation: https://ociesmallbusiness.org/intake-appointment/ Coachella Valley Small Business Development Center https://ociesmallbusiness.org/coachella-valley/ UC Riverside Epic Small Bsuiness Development Center - UC Riverside’s EPIC SBDC provides individualized support to early stage tech entrepreneurs and companies in the Inland Empire to grow their businesses at no cost. Services include specialized consulting, training programs and workshops, access to capital and SBIR/STTR assistance. EPIC SBDC has a pool of seasoned professionals who serve as Entrepreneurs in Residence to provide business consulting to help you launch or grow your company:

https://techpartnerships.ucr.edu/programs services/entrepreneurship-support-epic/sbdc excite-programs Business Assistance NOW Program We understand working with some local government processes can be complicated and confusing at times. Through the Business Assistance NOW Program, the County of Riverside’s Economic Development business support team will work closely with the County’s Ombudsman to provide a clear path to navigating Transportation Land Management Agency’s Planning and Building and Safety departments to get your business established and growing within Riverside County. The Business Assistance NOW Program will support your business with occupancy permit assistance, financial resources, hiring and training, site selection, and more.

Visit the Business Assistance NOW request portal at: https://rivcoed.org/banp.

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2 CREATE A BUSINESS PLAN

you would like to take your business.

A business plan is an essential roadmap for business success. This living document generally projects 3-5 years ahead and outlines the route a company intends to take to grow revenues. EXECUTIVE SUMMARY The executive summary is often considered the most important section of a business plan. This section briefly tells your reader where your company is, where you want to take it, and why your business idea will be successful. If you are seeking financing, the executive summary is also your first opportunity to grab a potential investor’s interest. The executive summary should highlight the strengths of your overall plan and therefore be the last section you write. However, it usually appears first in your business plan document. What to Include in Your Executive Summary If You Are an Established Business If you are an established business, be sure to include the following information: • The Mission Statement – This explains what your business is all about. It should be between several sentences and a paragraph. • Company Information – Include a short statement that covers when your business was formed, the names of the founders and their roles, your number of employees and your business location(s). • Growth Highlights – Include examples of company growth, such as financial or market highlights (for example, “XYZ Firm increased profit margins and market share year-over-year since its foundation). Graphs and charts can be helpful in this section.

With the exception of the mission statement, all of the information in the executive summary should be covered in a concise fashion and kept to one page. The executive summary is the first part of your business plan many people will see, so each word should count. If You Are a Startup or New Business If you are just starting a business, you won’t have as much information as an established company. Instead, focus on your experience and background as well as the decisions that led you to start this particular enterprise. Demonstrate that you have done thorough market analysis. Include information about a need or gap in your target market, and how your particular solutions can fill it. Convince the reader that you can succeed in your target market, then address your future plans. COMPANY DESCRIPTION This section of your business plan provides a high level review of the different elements of your business. This is akin to an extended elevator pitch and can help readers and potential investors quickly understand the goal of your business and its unique proposition. What to Include in Your Company Description • Describe the nature of your business and list the marketplace needs that you are trying to satisfy. • Explain how your products and services meet these needs. • List the specific consumers, organizations or businesses that your company serves or will serve. • Explain the competitive advantages that you believe will make your business a success such as your location, expert personnel, efficient operations, or ability to bring value to your customers. MARKET ANALYSIS The market analysis section of your business plan should illustrate your industry and market knowledgde as well as any of your reserach findings and conclusions. 7

• Your Products/Services - Briefly describe the products or services you provide.

• Financial Information – If you are seeking financing, include any information about your current bank and investors.

• Summarize future plans – Explain where

What to Include in your Market Analysis Industry Description and Outlook – Describe your industry, including its current size and historic growth rate as well as other trends and characteristics (e.g., life cycle stage, projected growth rate). Next, list the major customer groups within your industry. Information About Your Target Market – Narrow your target market to a manageable size. Many businesses make the mistake of trying to appeal to too many target markets. Distinguishing characteristics – What are the critical needs of your potential customers? Are those needs being met? What are the demographics of the group and where are they located? Are there any seasonal or cyclical purchasing trends that may impact your business? Size of the primary target market – In addition to the size of your market, what data can you include about the annual purchases your market makes in your industry? What is the forecasted market growth for this group? How much market share can you gain? – What is the market share percentage and number of customers you expect to obtain in a defined geographic area? Explain the logic behind your calculation. Pricing and gross margin targets – Define your pricing structure, gross margin levels, and any discount that you plan to use. When you include information about any of the market tests or research studies you have completed, be sure to focus only on the results of these tests. Any other details should be included in the appendix. Competitive Analysis – Your competitive analysis should identify your competition by product line or service and market segment. Assess the following characteristics of the competitive landscape:

• How important is your target market to your competitors? • Are there any barriers that may hinder you as you enter the market? • What is your window of opportunity to enter the market? • Are there any indirect or secondary competitors who may impact your success? • What barriers to market are there (e.g., changing technology, high investment cost, lack of quality personnel)? Regulatory Restrictions – Include any customer or governmental regulatory requirements affecting your business, and how you’ll comply. Also, cite any operational or cost impact the compliance process will have on your business. ORGANIZATION & MANAGEMENT This section should include: your company’s organizational structure, details about the ownership of your company, profiles of your management team and the qualifications of your board of directors. Who does what in your business? What is their background and why are you bringing them into the business as board members or employees? What are they responsible for? These may seem like unnecessary questions to answer in a one- or two person organization, but the people reading your business plan want to know who’s in charge, so tell them. Give a detailed description of each division or department and its function. This section should include who’s on the board (if you have an advisory board) and how you intend to keep them there. What kind of salary and benefits package do you have for your people? What incentives are you offering? How about promotions? Organizational Structure A simple but effective way to lay out the structure of your company is to create an organizational chart with a narrative description. This will prove that you’re leaving nothing to chance, you’ve thought out exactly who is doing what, and there is someone in charge of every function of your company. Nothing 8

• Market share. • Strengths and weaknesses.

will fall through the cracks, and nothing will be done three or four times over. To a potential investor or employee, that is very important. Ownership Information The following important ownership information should be incorporated into your business plan: • Names of owners • Percentage ownership • Extent of involvement with the company • Forms of ownership (i.e., common stock, preferred stock, general partner, limited partner) • Outstanding equity equivalents (i.e., options, warrants, convertible debt) • Common stock (i.e., authorized or issued). • Management Profiles Experts agree that one of the strongest factors for success in any growth company is the ability and track record of its owner/management team, so let your reader know about the key people in your company and their backgrounds. Provide resumes that include the following information: • Name • Position (include brief position description along with primary duties) • Primary responsibilities and authority • Education • Unique experience and skills • Prior employment • Special skills • Past track record • Industry recognition • Community involvement • Number of years with company • Compensation basis and levels (make sure these are reasonable -- not too high or too low) • Be sure you quantify achievements (e.g. “Managed a sales force of ten people,” “Managed a department of fifteen people,” “Increased revenue by 15 percent in the first six months,” “Expanded the retail outlets at the

rate of two each year,” “Improved the customer service as rated by our customers from a 60 percent to a 90 percent rating”) Also highlight how the people surrounding you complement your own skills. If you’re just starting out, show how each person’s unique experience will contribute to the success of your venture. Board of Directors’ Qualifications The major benefit of an unpaid advisory board is that it can provide expertise that your company cannot otherwise afford. A list of well-known, successful business owners/managers can go a long way toward enhancing your company’s credibility and perception of management expertise. If you have a board of directors, be sure to gather the following information when developing the outline for your business plan: • Names • Positions on the board • Extent of involvement with company • Background • Historical and future contribution to the company’s success SERVICE OR PRODUCT LINE Once you’ve completed the Organizational and Management section of your plan, the next part of your business plan is where you describe your service or product, emphasizing the benefits to potential and current customers. Focus on why your particular product will fill a need for your target customers. What to Include in Your Service or Product Line Section A Description of Your Product / Service Include information about the specific benefits of your product or service – from your customers’ perspective. You should also talk about your product or service’s ability to meet consumer needs, any advantages your product has over that of the competition, and the current development stage your product is in (e.g., idea, prototype). Details About Your Product’s Life Cycle Include information about where your product or service is in its life cycle, as well as any factors that 9

may influence its cycle in the future. Intellectual Property

going to reach your customers? Usually a combination of the following tactics works the best: promotions, advertising, public relations, personal selling, and printed materials such as brochures, catalogs, fliers, etc. However, these After you have developed a comprehensive marketing strategy, you can then define your sales strategy. This covers how you plan to actually sell your product. Your overall sales strategy should include two primary elements: • A sales force strategy. If you are going to have a sales force, do you plan to use internal or independent representatives? How many salespeople will you recruit for your sales force? What type of recruitment strategies will you use? How will you train your sales force? What about compensation for your sales force? • Your sales activities. When you are defining your sales strategy, it is important that you break it down into activities. For instance, you need to identify your prospects. Once you have made a list of your prospects, you need to prioritize the contacts, selecting the leads with the highest potential to buy first. Next, identify the number of sales calls you will make over a certain period of time. From there, you need to determine the average number of sales calls you will need to make per sale, the average dollar size per sale, and the average dollar size per vendor. FUNDING REQUEST If you are seeking funding for your business venture, your funding request should include the following information: • Your current funding requirement • Any future funding requirements over the next five years • How you intend to use the funds you receive: Is the funding request for capital expenditures? Working capital? Debt retirement? Acquisitions? Whatever it is, be sure to list it in this section.

If you have any existing, pending, or any anticipated copyright or patent filings, list them here. Also disclose whether any key aspects of a product may be classified as trade secrets. Last, include any information pertaining to existing legal agreements, such as nondisclosure or non-compete agreements. Research and Development (R&D) Activities Outline any R&D activities that you are involved in or are planning. What results of future R&D activities do you expect? Be sure to analyze the R&D efforts of not only your own business, but also of others in your industry. MARKETING & SALES Marketing is the process of creating customers, and customers are the lifeblood of your business. In this section, the first thing you want to do is define your marketing strategy. However, there are common steps you can follow which will help you think through the direction and tactics you would like to use to drive sales and sustain customer loyalty. An overall marketing strategy should include four different strategies: • A market penetration strategy. This strategy establishes how you plan to entice your target market to buy your product or service. • A growth strategy. This strategy for building your business might include: an internal strategy such as how to increase your human resources, an acquisition strategy such as buying another business, a franchise strategy for branching out, a horizontal strategy where you would provide the same type of products to different users, or a vertical strategy where you would continue providing the same products but would offer them at different levels of the distribution chain. • Channels of distribution strategy. Choices for distribution channels could include original equipment manufacturers (OEMs), an internal sales force, distributors, or retailers.

• Communication strategy. How are you

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• Any strategic financial situational plans for the future, such as: a buyout, being acquired, debt repayment plan, or selling your business. These areas are extremely important to a future creditor, since they will directly impact your ability to repay your loan(s). When you are outlining your funding requirements, include the amount you want now and the amount you want in the future. Also, include the time period that each request will cover, the type of funding you would like to have (e.g., equity, debt) and the terms that you would like to have applied. To support your funding request, you’ll also need to provide historical and prospective financial information. FINANCIAL PROJECTIONS Financial Projections You should develop the Financial Projections section after you’ve analyzed the market and set clear objectives. That’s when you can allocate resources efficiently. The following is a list of the critical financial statements to include in your business plan packet. Historical Financial Data If you own an established business, you will be requested to supply historical data related to your company’s performance. Most creditors request data for the last three to five years, depending on the length of time you have been in business. The historical financial data to include are your company’s income statements, balance sheets and cash flow statements for each year you have been in business (usually for up to three to five years). Often, creditors are also interested in any collateral that you may have that could be used to ensure your loan, regardless of the stage of your business. Prospective Financial Data All businesses, whether startup or growing, will be required to supply prospective financial data. Most of the time, creditors will want to see what you expect your company to be able to do within the next five years. Each year’s documents should include forecasted income statements, balance sheets, cash flow statements and capital expenditure budgets. For the first year, you should supply monthly or quarterly projections. After that, you can stretch

it to quarterly and/or yearly projections for years two through five. Make sure that your projections match your funding requests. Creditors will be on the lookout for inconsistencies. It’s much better if you catch mistakes before they do. If you have made assumptions in your projections, be sure to summarize what you have assumed. This way, the reader will not be left guessing. Finally, include a short analysis of your financial information. Include a ratio and trend analysis for all of your financial statements (both historical and prospective). Since pictures speak louder than words, you may want to add graphs of your trend analysis (especially if they are positive). Appendix The Appendix should be provided to readers on an as-needed basis. In other words, it should not be included with the main body of your business plan. Your plan is your communication tool and as such, it will be seen by a lot of people. Some of the information in the business section you will not want everyone to see, but specific individuals (such as creditors) may want access to this information to make lending decisions. Therefore, it is important to have the appendix within easy reach. • Credit history (personal & business) • Resumes of key managers • Product pictures • Letters of reference • Details of market studies • Relevant magazine articles or book references • Licenses, permits or patents

• Legal documents • Copies of leases • Building permits • Contracts • List of business consultants, including attorney and accountant

Any copies of your business plan should be controlled. Keep a distribution record. This will allow you to update and maintain your business plan on an as needed basis. Remember too, that you should include a private placement disclaimer with your business plan if you plan to use it to raise capital.

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How to Make Your Business Plan Stand Out One of the first steps to business planning is determining your target market and why they would want to buy from you. For example, is the market you serve the best one for your product or service? Are the benefits of dealing with your business clear and are they aligned with customer needs? If you’re unsure about the answers to any of these questions, take a step back and revisit the foundation of your business plan. Be Clear About What You Have to Offer Ask yourself: Beyond basic products or services, what are you really selling? Consider this example: Your town probably has several restaurants all selling one fundamental product—food. But, each is targeted at a different need or clientele. One might be a drive thru fast food restaurant, perhaps another sells pizza in a rustic Italian kitchen, and maybe there’s a fine dining seafood restaurant that specializes in wood-grilled fare. All these restaurants sell meals, but they sell them to targeted clientele looking for the unique qualities each has to offer. What they are really selling is a combination of product, value, ambiance and brand experience. When starting a business, be sure to understand what makes your business unique. What needs does your product or service fulfill? What benefits and differentiators will help your business stand out from the crowd? Don’t Become a Jack-Of-All-Trades It’s important to clearly define what you’re selling. You do not want to become a jack-of-all trades and master of none because this can have a negative impact on business growth. As a smaller business, it’s often a better strategy to divide your products or services into manageable market niches. Small operations can then offer specialized goods and services that are attractive to a specific group of Creating a niche for your business is essential to success. Often, business owners can identify a niche based on their own market knowledge, but it can also be helpful to conduct a market survey with potential customers to uncover untapped needs. During your research process, identify the following: prospective buyers. Identify Your Niche

established • Which areas are being ignored by your competitors • Potential opportunities for your business

• Which areas your competitors are already well

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3 CHOOSE A BUSINESS STRUCTURE

The business structure you choose will have legal and tax implications. Learn about the different types of business structures and find the one best suited for your business. SOLE PROPRIETORSHIP A sole proprietorship is the simplest and most common structure chosen to start a business. It is an unincorporated business owned and run by one individual with no distinction between the business and you, the owner. You are entitled to all profits and are responsible for all your business’s debts, losses and liabilities. Advantages of a Sole Proprietorship • Easy and inexpensive to form. A sole proprietorship is the simplest and least expensive business structure to establish. Costs are minimal, with legal costs limited to obtaining the necessary license or permits. • Complete control. Because you are the sole owner of the business, you have complete control over all decisions. You aren’t required to consult with anyone else when you need to make decisions or want to make changes. • Easy tax preparation. Your business is not taxed separately, so it’s easy to fulfill the tax reporting requirements for a sole proprietorship. The tax rates are also the lowest of the business structures. Disdvantages of a Sole Proprietorship • Unlimited personal liability. Because there is no legal separation between you and your business, you can be held personally liable for the debts and obligations of the business. This risk extends to any liabilities incurred as a result of employee actions. • Hard to raise money. Sole proprietors often face challenges when trying to raise money. Because you can’t sell stock in the business, investors won’t often invest. Banks are also

hesitant to lend to a sole proprietorship because of a perceived lack of credibility when it comes to repayment if the business fails. • Heavy burden. The flipside of complete control is the burden and pressure it can impose. You alone are ultimately responsible for the successes and failures of your business. LIMITED LIABILITY COMPANY (LLC) A limited liability company is a hybrid type of legal structure that provides the limited liability features of a corporation and the tax efficiencies and operational flexibility of a partnership. The “owners” of an LLC are referred to as “members.” Depending on the state, the members can consist of a single individual (one owner), two or more individuals, corporations or other LLCs. Unlike shareholders in a corporation, LLCs are not taxed as a separate business entity. Instead, all profits and losses are “passed through” the business to each member of the LLC. LLC members report profits and losses on their personal federal tax returns, just like the owners of a partnership would. Advantages of LLC • Limited Liability. Members are protected from personal liability for business decisions or actions of the LLC. This means that if the LLC incurs debt or is sued, members’ personal assets are usually exempt. This is similar to the liability protections afforded to shareholders of a corporation. Keep in mind that limited liability means “limited” liability - members are not necessarily shielded from wrongful acts, including those of their employees. • Less Recordkeeping. An LLC’s operational ease is one of its greatest advantages. Compared to an S-Corporation, there is less registration paperwork and there are smaller start-up costs. • Sharing of Profits. There are fewer restrictions on profit sharing within an LLC, as members distribute profits as they see fit. Members might contribute different proportions of capital and sweat equity. Consequently, it’s up to the

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members themselves to decide who has earned what percentage of the profits or losses.

are a variety of government-sponsored grant programs to help you start. For example, the U.S. Department of Agriculture (USDA) Rural Development program offers grants to those establishing and operating new and existing rural development cooperatives. • Reduce Costs and Improve Products and Services. By leveraging their size, cooperatives can more easily obtain discounts on supplies and other materials and services. Suppliers are more likely to give better products and services because they are working with a customer of more substantial size. Consequently, the members of the cooperative can focus on improving products and services. • Perpetual Existence. A cooperative structure brings less disruption and more continuity to the business. Unlike other business structures, members in a cooperative can routinely join or leave the business without causing dissolution. • Democratic Organization. Democracy is a defining element of cooperatives. The democratic structure of a cooperative ensures that it serves its members’ needs. The amount of a member’s monetary investment in the cooperative does not affect the weight of each vote, so no member-owner can dominate the decision-making process. The “one member-one vote” philosophy particularly appeals to smaller investors because they have as much say in the organization as does a larger investor. Disdvantages of a Cooperative • Obtaining Capital through Investors. Cooperatives may suffer from slower cash flow since a member’s incentive to contribute depends on how much they use the cooperative’s services and products. While the “one member-one vote” philosophy is appealing to small investors, larger investors may choose to invest their money elsewhere because a larger share investment in the cooperative does not translate to greater decision-making power. • Lack of Membership and Participation. If 15

Disadvantages of LLC • Limited Life. In many states, when a member leaves an LLC, the business is dissolved and the members must fulfill all remaining legal and business obligations to close the business. The remaining members can decide if they want to start a new LLC or part ways. However, you can include provisions in your operating agreement to prolong the life of the LLC if a member decides to leave the business. • Self-Employment Taxes. Members of an LLC are considered self-employed and must pay the self-employment tax contributions towards Medicare and Social Security. The entire net income of the LLC is subject to this tax. COOPERATIVE A cooperative is a business or organization owned by and operated for the benefit of those using its services. Profits and earnings generated by the cooperative are distributed among the members, also known as user-owners. Usually, an elected board of directors and officers run the cooperative while regular members have voting power to control the direction of the cooperative. Members can become part of the cooperative by purchasing shares, though the amount of shares they hold does not affect the weight of their vote. Cooperatives are common in the healthcare, retail, agriculture, art and restaurant industries. Advantages of a Cooperative • Less Taxation. Similar to an LLC, cooperatives that are incorporated normally are not taxed on surplus earnings (or patronage dividends) refunded to members. Therefore, members of a cooperative are only taxed once on their income from the cooperative and not on both the individual and the cooperative level. • Funding Opportunities. Depending on the type of cooperative you own or participate in, there

• Attractive to Potential Employees. Corporations are generally able to attract and hire high-quality and motivated employees because they offer competitive benefits and the potential for partial ownership through stock options. Disdvantages of a C Corporation • Time and Money. Corporations are costly and time-consuming ventures to start and operate. Incorporating requires start-up, operating and tax costs that most other structures do not require. • Double Taxing. In some cases, corporations are taxed twice - first, when the company makes a profit, and again when dividends are paid to shareholders. • Additional Paperwork. Because corporations are highly regulated by federal, state, and in some cases local agencies, there are increased paperwork and recordkeeping burdens associated with this entity. PARTNERSHIP • A partnership is a single business where two or more people share ownership. Each partner contributes to all aspects of the business, including money, property, labor or skill. In return, each partner shares in the profits and losses of the business. Because partnerships entail more than one person in the decision making process, it’s important to discuss a wide variety of issues up front and develop a legal partnership agreement. This agreement should document how future business decisions will be made, including how the partners will divide profits, resolve disputes, change ownership (bring in new partners or buy out current partners) and how to dissolve the partnership. Although partnership agreements are not legally required, they are strongly recommended and it is considered extremely risky to operate without one.

members do not fully participate and perform their duties, whether it be voting or carrying out daily operations, then the business cannot operate at full capacity. If a lack of participation becomes an ongoing issue for a cooperative, it could risk losing members.

CORPORATION (C CORPORATION)

A corporation (sometimes referred to as a C corporation) is an independent legal entity owned by shareholders. This means that the corporation itself, not the shareholders that own it, is held legally liable for the actions and debts the business incurs. Corporations are more complex than other business structures because they tend to have costly administrative fees and complex tax and legal requirements. Because of these issues, corporations are generally suggested for established, larger companies with multiple employees. For businesses in that position, corporations offer the ability to sell ownership shares in the business through stock offerings. “Going public” through an initial public offering (IPO) is a major selling point in attracting investment capital and high quality employees. Advantages of a C Corporation • Limited Liability. When it comes to taking responsibility for business debts and actions of a corporation, shareholders’ personal assets are protected. Shareholders can generally only be held accountable for their investment in stock of the company. • Ability to Generate Capital. Corporations have an advantage when it comes to raising capital for their business - the ability to raise funds through the sale of stock. • Corporate Tax Treatment. Corporations file taxes separately from their owners. Owners of a corporation only pay taxes on corporate profits paid to them in the form of salaries, bonuses and dividends, while any additional profits are awarded a corporate tax rate, which is usually lower than a personal income tax rate.

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Types of Partnerships There are three general types of partnership arrangements: • General Partnerships assume that profits, liability and management duties are divided equally among partners. If you opt for an unequal distribution, the percentages assigned to each partner must be documented in the partnership agreement. • Limited Partnerships (also known as a partnership with limited liability) are more complex than general partnerships. Limited partnerships allow partners to have limited liability as well as limited input with management decisions. These limits depend on the extent of each partner’s investment percentage. Limited partnerships are attractive to investors of short-term projects. • Joint Ventures act as a general partnership, but for only a limited period of time or for a single project. Partners in a joint venture can be recognized as an ongoing partnership if they continue the venture, but they must file as such. Advantages of Partnerships • Easy and Inexpensive. Partnerships are generally an inexpensive and easily formed business structure. The majority of time spent starting a partnership often focuses on developing the partnership agreement. • Shared Financial Commitment. In a partnership, each partner is equally invested in the success of the business. Partnerships have the advantage of pooling resources to obtain capital. This could be beneficial in terms of securing credit, or by simply doubling your seed money. • Complementary Skills. A good partnership should reap the benefits of being able to utilize the strengths, resources and expertise of each partner.

Partnerships have an employment advantage over other entities if they offer employees the opportunity to become a partner. Partnership incentives often attract highly motivated and qualified employees. Disadvantages of Partnerships • Joint and Individual Liability. Similar to sole proprietorships, partnerships retain full, shared liability among the owners. Partners are not only liable for their own actions, but also for the business debts and decisions made by other partners. In addition, the personal assets of all partners can be used to satisfy the partnership’s debt. • Disagreements Among Partners. With multiple partners, there are bound to be disagreements. Partners should consult each other on all decisions, make compromises and resolve disputes as amicably as possible. • Shared Profits. Because partnerships are jointly owned, each partner must share the successes and profits of their business with the other partners. An unequal contribution of time, effort, or resources can cause discord among partners. S CORPORATION An S Corporation (sometimes referred to as an S Corp) is a special type of corporation created through an IRS tax election. An eligible domestic corporation can avoid double taxation (once to the corporation and again to the shareholders) by electing to be treated as an S Corporation. An S Corp is a corporation with the Subchapter S designation from the IRS. To be considered an S Corp, you must first charter a business as a corporation in the state where it is headquartered. According to the IRS, S corporations are “considered by law to be a unique entity, separate and apart from those who own it.” This limits the financial liability for which you (the owner, or “shareholder”) are responsible. Nevertheless, liability protection is limited - S Corps do not necessarily shield you from all litigation such as an employee’s tort actions as a result of a workplace incident. What makes the S Corp different from a 17

• Partnership Incentives for Employees.

traditional corporation (C Corp) is that profits and losses can pass through to your personal tax return. Consequently, the business is not taxed itself. Only the shareholders are taxed. There is an important caveat, however, any shareholder who works for the company must pay him or herself “reasonable compensation.” Basically, the shareholder must be paid fair market value, or the IRS might reclassify any additional corporate earnings as “wages.” COMBINING THE BENEFITS OF AN LLC WITH AN S CORP There is always the possibility of requesting S Corp status for your LLC. Your attorney can advise you on the pros and cons. You’ll have to make a special election with the IRS to have the LLC taxed as an S Corp using Form 2553. And, you must file it before the first two months and fifteen days of the beginning of the tax year in which the election is to take effect. The LLC remains a limited liability company from a legal standpoint, but for tax purposes, it’s treated as an S Corp. Be sure to contact your state’s income tax agency where you will file the election form to learn about tax requirements. Advantages of Partnerships S Corporation • Tax Savings. One of the best features of the S Corp is the tax savings for you and your business. While members of an LLC are subject to employment tax on the entire net income of the business, only the wages of the S Corp shareholder who is an employee are subject to employment tax. The remaining income is paid to the owner as a “distribution,” which is taxed at a lower rate, if at all. • Business Expense Tax Credits. Some expenses that shareholder/employees incur can be written off as business expenses. Nevertheless, if such an employee owns 2% or more shares, then benefits like health and life insurance are deemed taxable income. • Independent Life. An S Corp designation also allows a business to have an independent life, separate from its shareholders. If a

shareholder leaves the company, or sells his or her shares, the S Corp can continue doing business relatively undisturbed. Maintaining the business as a distinct corporate entity defines clear lines between the shareholders and the business that improve the protection of the shareholders.

Disadvantages of Partnerships S Corporation

• Stricter Operational Processes. As a separate structure, S Corps require scheduled director and shareholder meetings, minutes from those meetings, adoption and updates to by-laws, stock transfers and records maintenance. • Shareholder Compensation Requirements. A shareholder must receive reasonable compensation. The IRS takes notice of shareholder red flags like low salary/high distribution combinations, and may reclassify your distributions as wages. You could pay a higher employment tax because of an audit with these results.

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4 CHOOSE AND REGISTER A BUSINESS NAME

Choosing and registering your business name is a key step to legally operating your business and potentially obtaining financial aid from the government. CHOOSE YOUR BUSINESS NAME Choosing a business name is an important step in the business planning process. Not only should you pick a name that reflects your brand identity, but you also need to ensure it is properly registered and protected for the long term. You should also give a thought to whether it’s web-ready. Is the domain name even available? Factors to Consider When Naming Your Business Many businesses start out as freelancers, solo operations, or partnerships. In these cases, it’s easy to fall back on your own name as your business name. While there’s nothing wrong with this, it does make it tougher to present a professional image and build brand awareness. • How will your business name look? – On the web, as part of a logo, on social media. • What connotations does it evoke? – Is your business name too corporate or not corporate enough? Does it reflect your business philosophy and culture? Does it appeal to your market? • Is it unique? – Pick a business name that hasn’t been claimed by others, online or offline. A quick web search and domain name search. To check if your name is available, contact the Secretary of State’s Office www.sos.ca.gov Check for Trademarks Trademark infringement can carry a high cost for your business. Before you pick a name, use the U.S. Patent and Trademark Office’s trademark search tool to see if a similar name, or variations of it, is trademarked: https://www.uspto.gov/trademarks/search If You Intend to Incorporate If you intend to incorporate your business, you’ll need to contact your state filing office to check whether your intended business name has already

been claimed and is in use. If you find a business operating under your proposed name, you may still be able to use it, provided your business and the existing business offer different goods/services or

are located in different regions. Pick a Name That is Web-Ready

In order to claim a website address or URL, your business name needs to be unique and available. It should also be rich in key words that reflect what your business does. To find out if your business name has been claimed online, do a simple web search to see if anyone is already using that name. Next, check whether a domain name (or web address) is available. You can do this using the WHOIS database of domain names. If it is available, be sure to claim it right away. Claim Your Social Media Identity It’s a good idea to claim your social media name early in the naming process – even if you are not sure which sites you intend to use. A name for your Facebook page can be set up and changed, but you can only claim a vanity URL or custom URL once you’ve got 25 fans or “likes.” This custom URL name must be unique, or un-claimed. Apply for Trademark Protection A trademark protects words, names, symbols, and logos that distinguish goods and services. Your name is one of your most valuable business assets, so it’s worth protecting. You can file for a trademark for less than $300. REGISTER YOUR BUSINESS NAME Register Your New Business Name Registering your business name involves a process known as registering a “Doing Business As (DBA)” name or trade name. This process shouldn’t be confused with incorporation and it doesn’t provide trademark protection. Registering your “Doing Business As” name is simply the process of letting your state government know that you are doing business as a name other than your personal name or the legal name of your partnership or corporation. If you are operating under your own name, then you can skip the process.

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What is a “Doing Business As” Name? A fictitious name (or assumed name, trade name or DBA name) is a business name that is different from your personal name, the names of your partners or the officially registered name of your LLC or corporation. It’s important to note that when you form a business, the legal name of the business defaults to the name of the person or entity that owns the business, unless you choose to rename it and register it as a DBA name. The legal name of your business is required on all government forms and applications, including your application for employer tax IDs, licenses and permits. Do I Need a “Doing Business As” Name? A DBA is needed in the following scenarios: • Sole Proprietors or Partnerships – If you wish to start a business under anything other than your real name, you’ll need to register a DBA so that you can do business as another name. • Existing Corporations or LLCs – If your business is already set up and you want to do business under a name other than your existing corporation or LLC name, you will need to register a DBA. Register a “dba” or fictitious business name (if necessary) How to File: Online, in Person, by Mail, by Drop Box, and Newspaper Doing Business As If a business chooses to do business under a name that does not include the surname of the individual owner(s) and each of the partners or the business name suggests the existence of additional owners or the nature of the business is not clearly evident by the name of the business, you will need to file a “DBA” or “Doing Business As.” This is also known as a Fictitious Business Name. Every Individual, partnership or other association or corporation who regularly transacts business for profit in Riverside County under a fictitious business name, must file a Fictitious Business Name Statement within 40 days of first transacting business and advertise

the notice of filing in a local newspaper within 30 days of submitting your application. Once registered, it is effective for 5 years. It must be re-registered before expiration or if the business moves. Filing Online Complete an online application: https://bit.ly/ rivcoacr-self-service. Upon completion, a confirmation email will be sent. If you do not recieve one, please call 951.486.7000 Filing in Person You can print the application and bring to the County Clerk’s office. Schedule an appointment through this link: https://www.rivcoacr.org/ FictitiousBusinessNames . Filing by Mail Payment may be made by check or Money Order payable to the Riverside County Clerk. Send all completed forms, along with appropriate fees and a legal-sized self-addressed stamped envelope to: RIVERSIDE COUNTY CLERK PO BOX 751 RIVERSIDE CA 92502-0751 Processing Times By Mail or Email Processing times by mail or email is generally 2 weeks once received. Due to Covid-19, processing times could take approximately 3 weeks. In-person applications are processed immediately. Office hours are Monday - Friday 8am-5pm. Filing through a Newspaper To save you a trip to the County Clerk’s office, many newspapers in Riverside County will file your fictitious business name statement for you. Call your nearest adjudicated newspaper to find out if they offer this service. How to File*Advertise in a Local Newspaper Within 30 days of submitting your application, a notice of Fictitious Business Name Filing must be advertised in a local newspaper once a week for 4 consecutive weeks. Here is a list of publications with their contacts: https://bit.ly/County-Clerk-Publications 21

Filing as Coporation, LLC, or Limited Partnership

Changing Your Business Type Your initial choice of a business type is not permanent. You can start out as a sole proprietorship, and if your business grows and your risk of personal liability increases, you can convert your business to an LLC. You will also need to file new documents with your state government, and depending on state and local laws, you may also need to obtain new business licenses.

*If filing as a Corporation, LLC, or Limited partnership, it will require an original Certificate of Status issued by the Secretary of State certifying the current existence and good standing of that business entity.

REGISTER WITH STATE AGENCIES

Register Your Business With State Agencies. Some business types require registration with your state government: • A corporation • A nonprofit organization • A limited-liability company or partnership To obtain a current Certificate of Status from the California Secretary of State, you may visit their website at https://bizfileonline.sos.ca.gov/ .

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