WEBVTT
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Hello and welcome to underdogs, bootstrappers and game changers.
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This is for those of you that are starting with nothing and using business to change their stars, motivating people who disrupted industry standards.
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This is the real side of business.
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This isn't Shark Tank.
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My aim with this podcast is to take away some of the imaginary roadblocks that are out there.
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I want to help more underdogs, because underdogs are truly who change the world.
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This is part of our Content for Good initiative.
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All the proceeds from the monetization of this podcast will go to charitable causes.
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It's for the person that wants it.
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Hello and welcome to another episode of Underdogs, Bootstrappers, Game Changers and you know I love it when I have a dear friend in the studio, my good friend Paloma today.
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Welcome.
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Thank you for having me.
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Thanks for coming to help Underdogs today.
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And you know folks, I always try to choose guests and you know a story for the day, and so today we're actually going to talk about business startup stuff.
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Paloma happens to be a business attorney for how many years now?
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This is my ninth year of practice.
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Ninth year and she's one of the most clever people I know, and that's why I love being able to.
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Usually it would cost hundreds of dollars an hour to talk to Paloma, but then I put her in the studio here for today and then you get her advice for free, which is amazing.
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So, yeah, we're going to work on underdogs today and business startup.
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So let's talk about somebody out there in the world today.
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They want to start their business.
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Your advice for the very first step.
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For the very first step, I would say you have to form the entity at a minimum.
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Right, you can have all the ideas in the world, but to have a full-fledged business, there are a lot of people out there that will run a business that's just a sole proprietorship, right Through their personal name, through their personal social security number and, I think, bare minimum from a limited liability standpoint.
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You have to go and form an entity and I always recommend an LLC for that purpose.
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Yeah, absolutely.
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Now, folks, you can obviously use your own social security number.
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You can go out there in the world and you know, start your business and just run it, use your own social security number.
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You can go out there in the world and start your business and just run it under your own social security number.
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But there's a lot of reasons why you want to separate the entity.
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There's tax reasons, there's liability reasons.
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Let's go into liability for a second.
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So person A, let's say, just starts doing work under their social security number.
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Talk to me about that.
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Yeah, I mean, I think if you were going to really break it down right, somebody who's doing work, let's use a service-based industry.
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You're doing work as a service business and you screw something up and maybe that results in the customer or client having a loss of some kind, the, you know, customer or client having a loss of some kind.
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If you're working solely under your personal social and you're a sole proprietor, you don't have that LLC to protect you, then they could potentially come after your personal assets, right?
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So having that LLC in place really puts a buffer between you and your personal assets and your business assets.
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So that worst case scenario if someone were to sue you or something were to go wrong and they were to pursue you for damages, all they can really pursue is your LLC assets.
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It creates that protectionary bubble around you.
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Yeah, exactly.
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And then just to bolster your point there, it's like if you have a business and then let's say, personally you own a house and somebody sues your business, you don't want to lose your house, you want to protect those assets, absolutely yeah.
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And then there's obviously some tax implication stuff, um, reasons behind an LLC.
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Um, there's some reasons like potential, like sale value at some point, um, and some other things that you want to think about.
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When, uh, you're talking about business structure, let's also talk about two, just so they know theory around different types of structures.
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I'm with you Nine times out of 10, especially small business folks, they're going to want an LLC.
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Let's talk about times that they would want to look a little bit further.
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So let's talk about like a corporation, for instance, when would they want to consider that, in your opinion?
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I think corporations are great.
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When someone is thinking about taking on investments from corporate companies, like a VC or private equity, a lot of them like to see more formalized structure within the entity, so they like to have that board.
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They like to have that separation between the shareholders and the decision makers which you don't typically see a whole lot in an LLC.
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The people who are members are often always managers or play a role in the management of the company, and so I think a corporation is great when you need to have formalities between the people who are making the decisions day to day, separate from the people who are maybe the investors or the people who have ownership.
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Sorry that's so well put and I want to once again, like I always do, try to bolster that point too.
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It's like the cutoff, folks, a lot of ways is if you have a couple people involved in the company, and LLC is probably the best way to go If you're going to get a lot of outside of an investment.
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You know.
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That's why tech companies and stuff like that, where they're fundraising a lot of money technically, usually start like as a corporation, because they're going to have a lot of uninvolved people like, uh, putting into the business and there is a threshold on, like, what the LLC can bear for different investment groups too.
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So most of you small business folks, just like I am, it's like you're going to want an LLC, right, you know.
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And then complexity of documentation and you know that sort of stuff it can be more cumbersome.
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I don't.
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I'm not going to say you dare have to have a lawyer when you have a corporation, but a lawyer and a CPA is going to be a really good team I mean it is anyways, but a lot of times bootstrappers aren't going to be able to afford those things, and so when you're jumping to a corporation, you know it's like you kind of want to be at the level where you're getting a lot of investment.
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So you have that necessity of it and the obligations increase so that you usually want to have a better teammate.
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You want to say anything to like.
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Add to that that I missed.
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No, I mean, I think you're right.
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Take meetings and minutes and resolutions and have these board approval processes that ultimately you know someone who's starting up and a true bootstrapper.
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They're only probably going to be just you know one or two people and having that formality, most people are just going to skip right over it, so they're not going to have all the corporate documentation that they need to back up all the decisions they made.
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So why not just simplify it and do the LLC and to your point, the LLC has so much flexibility in it.
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What I love as an attorney, from my perspective about LLCs, is that the operating agreement can be whatever you want.
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So, yes, there is a statute in every state that will govern your LLC in the absence of an operating agreement.
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But the nice thing is, if you want to draft around the statute, you can.
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So, yes, you kind of look at the statute and say that's a default right, that's what we have when we have no rules.
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But if you want to write your own rule book, operating agreement is perfect.
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And that's what I love about the LLC.
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We always joked like every state has their own LLC statute and each state kind of we joke as, like attorneys will say, like it's.
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The LLC is like the wild west of entity structures, because you really can do whatever you want with them.
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And here's the thing, folks if you don't define that at, like Paloma Saming, then it goes to default to the state.
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But you can have your own definitions of it, and if you've watched this show before, I call it operating in agreement.
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It's an operating agreement or an operating in agreement Usually.
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Um, you want to have one either as a as a solopreneur too.
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It's a good idea, right?
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It's like we've talked about this before.
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Let's say, if you need a reason, you know and I like to give you reasons beyond just say it, do it, cause I said so, you know.
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It's like, if you need a reason, why, why would it?
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Tyler, if it's operating an agreement, why would I need an operating agreement to agree with myself?
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Right?
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But here's the thing.
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Let's say you pass away who, what family member gets to take over?
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What's the rule you know for that.
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Do you want the state stealing your business from you?
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Because that can basically happen, you know.
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Correct me if I'm wrong on that.
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It's like, if you don't have an operating agreement, then it makes it real gray who the business goes to if you pass.
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I mean it forces it through probate, which a lot of people don't realize.
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That could create bungles, like, let's say, the business is really doing well and then all of a sudden you pass away as an owner and there isn't that operating agreement to say, hey, my brother or sister is going to come in and either continue operating or wind it up.
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Probate takes a while.
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People don't realize that.
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So you know the the business ended up ends up kind of in limbo where you're waiting for the court to say, yes, this person can now go in and control the entity on your behalf, when you could have just had it in the operating agreement and there would have been no waiting period.
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That easy you know.
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So hopefully that talks you into why you would need an operating agreement as a single individual, and then an operating agreement for a partnership is a necessity.
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It's the rule book, right?
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And you know like I'm, I have a 50 sheet questionnaire that I'm working on getting to you guys, um, and it basically goes all through all these fundamental things.
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Because it's like, if you study enough partnerships, partnerships are usually the downfall of the business.
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They can also be the most tremendous benefit.
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But like a simple example is you know it's like well, what hour of a week were we going to both work and what is considered a business expense and a personal expense?
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For instance, if your partner's going willy-nilly on every lunch out there in the world, that's probably going to frustrate you.
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So you probably want to put something in the operating agreement with.
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These are the amount of hours we're both going to work.
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This is the rule around a lunch.
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Weigh in for me too, like, give me a couple other rules that we want to think about in the operating agreement.
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Yeah, I mean, I think, division of profit and how much each partner is contributing right, because it can be lopsided oftentimes, with one person being like the rainmaker, bringing in all the business, and maybe the other person is doing all the nitty gritty, right, they're the workhorse behind the scenes, and so you don't always.
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There are times when someone's not carrying their weight and there should be a division in the agreement, but then there's other times where someone is carrying their weight behind the scenes and maybe they're being written out of their fair share.
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Right, it goes both ways.
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And that's.
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You know you're saying right now well, I'm starting it with my best friend.
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You know it's like you're saying that back, like I don't need this agreement and you're deadly wrong.
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You know it's like have a rule book to follow, have something to go.
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Remember when we talked about this.
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That's why I have the 50 sheet questionnaire too.
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By the way, I don't sell it, as you guys know.
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This isn't like a prep to sell you something, but it like gets those fundamental little things out.
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It's like how many hours were you supposed to be working a week?
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When do you take vacations?
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What's the rule on that?
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Like, how much are you going to get paid?
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How much am I going to get paid?
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What's the idea around dividends?
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You know like when are we going to have like dividends in the company?
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You know when are we going to reinvest in the company?
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You know it's all these fundamental factors and like partnerships destroy or improve a business.
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You know like daily there is so many case studies on like partnerships of successful companies that are actually what derail the company their guard down when the partner is someone they care about or they love.
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And, inherently, you cannot imagine a future where your mom or your sibling or your best friend and you hate each other because of your business.
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But I think that that's more common than people who go into business with people that they have less knowledge and less history with because they are nervous about what that future looks like.
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Right, you don't, inherently, you know you go into business with your parents and you're like this is going to be great.
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We don't need to put all the parameters in there for what happens when go, when things go wrong.
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Right, and so I think that in and of itself, should be a red flag for anybody going into business with someone that they're very close with you know, lifetime friends or family.
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that has to be considered when drafting an operating agreement, you know and then if you love that person, it's even more of the reason to have it because it will destroy a relationship faster than anything I've ever seen Like.
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I've helped hundreds of business people and a lot of times a partnership becomes, you know, and it's usually a miscommunication of some sort.
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I thought you were going to X and I thought you were going to Y, and inevitably in partnerships too, you see, nine times out of 10, it's very lopsided.
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One person's doing a lot more work than the other one, so, just like, have rules on if that like happens, you know.
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And so, um, okay, we beat operating agreement with a dead horse.
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You have to have it, you know.
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Um, operating in agreement, it's basically a rule book, you know.
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So that will can confuse you anymore.
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We've talked about business structure.
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Llc is basically like, let me, let me, let me balance that out just a little bit too.
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I want you to think about almost a new person happening in the world.
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When you open an LLC, an LLC gets something similar.
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When you register with the IRS and that's called an EIN right and EIN into the business, let's say it's a person is like the social security number that is what you're going to use for doing taxes and you know things of that nature, and so that separation, you're almost creating a new person in the world and new person becomes that business.
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So that's what an LLC is, folks, and that's we've talked a little bit about why you want to have it fairly simple to file.
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You know people pay a thousand dollars online.
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Please don't pay a thousand dollars online to do an LLC.
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You know, don't use legal zoom.
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You don't need to know it.
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It's incredible.
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And so you can do it.
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I promise you get online, do the paperwork.
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If you want consultant attorney, you know, a couple hundred bucks probably to get an attorney to do it.
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You know I don't like to quote people's rates by any means, but you know, don't pay a thousand dollars online.
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It's a very simple process.
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You can do it yourself.
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You know?
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Um, one of the things on there that confuses people constantly is member managed, manager managed, right.
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So let's talk about that really quick, Cause they're going to see that and that's where they're going to get stuck.
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I know because I've helped enough people with them.
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So let's talk about member managed.
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Yeah.
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So I think the main difference right is member managed means that all the people who have ownership in the entity can make decisions together.
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Manager managed means that there's one or more people, who may or may not have ownership, that make day-to-day decisions.
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Now don't get me wrong.
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There are things that should be included like manager-managed entities have to have parameters around what the manager makes decisions about.
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You don't want to just wholesale give the manager carte blanche to make important decisions.
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Common things that are carved out in the operating agreement for manager not being able to make decisions are dissolution of the entity, changes to the operating agreement, transfer of ownership, things that are like big hit ticket items, and if you don't have it in there, I think you run the risk of blurring the line of like, what can the manager do and not do?
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And if it's not written in there with some specificity, I think it's open for interpretation and there could be some instances where a person who's a manager but maybe not a member gets away with too much power.
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Yeah, agreed 100%.
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Most of you bootstrappers, most of you starting a business, you're going to be a member managed LLCs and not manager managed LLCs, so that takes care of that bucket where most people get confused.
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Um, the other one is stat agent.
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Let's talk about stat agent for a second Cause.
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That's what really confuses people and you know what's funny is a lot of people think stat agents like a lawyer it can be a lawyer, so but I don't want to confuse you there.
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But a lot of people think when they have a stat agent, that's like some sort of like major business protection.
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Um, like I've been with believe it or not, I don't know if you've heard this before, but a lot of people assume that it's like when you have a stat agent, it's like hiring a lawyer that's going to protect your business.
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Oh, no, I haven't heard that, yeah, like that is like people get it so lost on what it actually is.
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And, um, before we go too deep into that, I'm going to tell you right now you can be the stat agent.
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Like, when you get on some of these big online companies, they are literally going to scare you into this and they're going to tell you you need to pay us $200 a year, you need a stat agent.
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Are you sure you don't want a stat agent?
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You know, and it's like, so my suggestion is, if your company's big enough, you have a Paloma be their stat agent.
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Right, you have your lawyer.
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That way, like, talk to me about what a stat agent actually does, and then I'll give like more of like my side on it.
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Yeah, I mean, I think it's interesting you say that about people's misperceptions about what stat agents do, because ultimately it's really just something that's published on the state filing website, right?
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So in Arizona that's the Arizona Corporation Commission, For a lot of other states it's the Secretary of State, but it's always published online so that if anyone has beef with your company, they can have a designated person and place with a mailing address to send their complaint or letter or whatever it may be, and it's commonly most used in litigation senses right.
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So people are filing a complaint and it's a formal, the FF serve you that, the complaint and all of that, and the stat agent is usually what will receive process of that service.
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So there's, you know, like you were saying, you can be your own stat agent, but the beef with it is that you have to have a physical address that someone can literally show up and hand you a document.
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It can't just be a UPS box, and that's, I think, where people get confused, because you can have a UPS box for your principal address if you really want it to be.
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Yeah, yeah, it's just basically a person that receives the documentation, folks, and if you have a business location, you know that you're open and available you can be the stat agent and you can save yourself a couple hundred bucks a year.
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But the online companies love to scare you into it, you know, and they love to tell you that you need this and you're going to be in a lot of trouble if you don't get it.
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You can be your own stat agent.
00:18:26.211 --> 00:18:27.314
That's the case in Blanc.
00:18:27.314 --> 00:18:30.368
But it's nice to have a lawyer be your stat agent.
00:18:30.368 --> 00:18:55.185
You know, or you know somebody else that's going to be around the office constantly, Right, and so that way, if you get served because nine times out of 10, that's what a stat agent's you know therefore, is like you've gotten something to do with a legal thing and that's the state saying, hey, we need to get a hold of you, here's the paperwork, because you're getting sued, and so it's nice if your lawyer accepts that stuff, so you can save some money at first, but then eventually, if you want to get down the road, it's not a bad idea to have your lawyer take in.
00:18:55.465 --> 00:19:07.486
Well, and I would say that, if I would almost say the market rate, for if you wanted to hire an outside company, not even your attorney, you just wanted to use a third party $50 is kind of the average that I see.
00:19:07.486 --> 00:19:08.570
It might go up now.
00:19:08.570 --> 00:19:13.506
I feel like inflation every year increases slightly, but the companies that are charging a couple hundred dollars.
00:19:13.506 --> 00:19:14.869
That's above market.
00:19:14.869 --> 00:19:16.820
So there's no reason.
00:19:16.820 --> 00:19:25.579
If you do want to hire a third party and it not be an attorney, $50 is pretty much the going rate and if you dig around enough, you should be able to find one that has that as its rate.
00:19:25.619 --> 00:19:26.765
You're talking $50 for the year.
00:19:26.825 --> 00:19:27.406
For the year yeah.
00:19:27.819 --> 00:19:29.346
And so like $50 for the year.
00:19:29.346 --> 00:19:30.303
It's a no brainer, probably.
00:19:30.303 --> 00:19:32.786
Folks you know it's like that way you keep yourself out of trouble.
00:19:32.786 --> 00:19:40.710
I'll tell a quick story around that, but here's the thing the online companies will now give away free LLC.
00:19:40.710 --> 00:19:43.590
Right, and it's mostly so they can sell you this for hundreds of dollars.
00:19:43.590 --> 00:19:47.493
The other thing is, too, it is absolutely free to dissolve an LLC.
00:19:47.493 --> 00:19:57.661
Um, I ran across a couple recently, um, that, uh, when they contacted one of these online entities and say, hey, we never use the LLC, we want to dissolve it, they said, okay, great, $1,400.
00:19:59.382 --> 00:20:00.063
That's insane.
00:20:00.202 --> 00:20:03.825
Yeah, so be careful what's free and why they're doing it.
00:20:03.825 --> 00:20:07.126
They're making their money on the stat agent they're making money they're counting on.
00:20:07.126 --> 00:20:10.268
Unfortunately, folks, a lot of people, set up LLCs and they never use them.
00:20:10.268 --> 00:20:12.869
Right, greatest intention, never uses it.
00:20:12.869 --> 00:20:14.810
And, by the way, if you're not going to use it, close it down.
00:20:14.810 --> 00:20:25.522
Right, you don't want all the implications of that, but, like you, don't need to pay $1,400 to dissolve it, no, that is insane and I think that to your point.
00:20:25.903 --> 00:20:34.486
If you're utilizing a third party to, say, form your entity, you don't have control over the online filing process.
00:20:34.486 --> 00:20:47.444
So, setting aside the desire to terminate an LLC that you're not using, what if you add a partner, or a partner leaves, or you need to change the principal address of your business, or the statutory agent needs to change?
00:20:47.444 --> 00:20:56.905
Granted, if you're using a third party, they might be your statutory agent and so it's easy to just say, hey, you know, charge me X and change your, you know stat agent address or whatever.
00:20:56.905 --> 00:21:10.480
But if you don't have control over your filing with the state, you inherently have to always go back to the third party and pay them essentially ransom money to make changes to your LLC.
00:21:10.480 --> 00:21:12.125
It's silly and it's unnecessary.
00:21:12.205 --> 00:21:13.028
That's why it's dangerous.
00:21:13.028 --> 00:21:14.778
They're like here, here's a free LLC.
00:21:14.778 --> 00:21:16.083
It's not free folks.
00:21:16.303 --> 00:21:17.425
They're after the other stuff.
00:21:17.686 --> 00:21:26.762
And what frustrates me about that is that's immoral and unethical to me, because they've acted like something's a free service and really it's just to trick you into buying a bunch of other BS from them.
00:21:26.762 --> 00:21:28.746
You know, and so be careful with that.
00:21:28.746 --> 00:21:40.000
You know it's, it's worth, it's so easy to do folks Like, and if, if you get like, if you put something on the paperwork wrong originally, they'll kick it back to you and tell you how to correct it Right, they'll tell you what you did wrong.
00:21:40.000 --> 00:21:42.843
You know it's like I guess that's what's nice about what we have here.
00:21:42.843 --> 00:21:47.307
You know it's like you can come in anytime and we help you file an LLC for free, a hundred percent for free.
00:21:47.307 --> 00:21:51.140
We help you like I'll print the paperwork for you, I'll point you in the right direction.
00:21:51.140 --> 00:21:53.150
I have to make sure you file it yourself.
00:21:53.150 --> 00:21:57.038
You know I don't do that part for you, but like that's that's how easy it is.
00:21:57.078 --> 00:21:59.862
And everybody, when they look at it they're like I'm surprised, it's that me.