Making It Legal:

Q: Is there is a way for one to tell whether or not one is personally liable for a business credit card?

A: If the card is in your name along with a company name and the credit card statements are addressed to the company, that c-o-u-l-d be an indication that the account is in the company name alone. But that still wouldn’t answer the question of whether there’s a personal guaranty underlying it.

The best way to check is just to call the credit card company and ask. And see if it will provide you with a copy of the initial credit agreement that you signed. In the future, make sure you keep a copy of all credit card applications so that you know for sure.

Here’s an encouraging story about how someone fought back against a Twitter-jacker–and won!  StartUp Nation founder Rich Sloan outlines how he found out that someone had co-opted StartUp Nation’s identity on Twitter and the steps he took to resolve the situation . . . and without incurring huge legal fees.  Read through the comments, too, as they provide sound advice about the need to monitor your company name and trademarks on a regular basis.

Inspirational, thought-provoking and handy is this list of 101 Tips from 50 Small Business Bloggers, compiled by Gregory Go.  I particularly liked fellow attorney Anthony Cerminaro’s comment:  “If you don’t like what you’re doing, try something else.”  Kinda reminds me of the comedian Henny Youngman’s comments:  “If at first you don’t succeed … so much for skydiving.”

“She Takes on the World” is not just a glowing compliment my husband gives about me (and, frankly, could pertain to many of you)–it’s the name of the award-winning blog by Natalie MacNeil, media producer, entrepreneur, former ambassador and Stevie Award finalist. Listen in as we cover why she felt a code of ethics was necessary for her growing business, and how she made the choice to take on a business partner for her new venture after years of solopreneurship.

Q: Does an S Corporation protect your personal assets?  It has become obvious I need help with this.  Any ideas you have would be very much appreciated.

A: Generally, yes, a corporation will protect the business owner’s personal assets.  The “S” in “S Corp” is merely a way of designating the way in which the corporation will be taxed.

However, there are circumstances where people can come after the business owner personally, despite operating as an S Corp.  They include:

• Payment of payroll taxes
• Payment of sales taxes
• Failing to maintain certain corporate formalities–for example, not having a separate bank account for the business, not preparing annual minutes for the corporation, not issuing stock certificates, inadequate capitalization or siphoning the assets from the corporation in a way that leaves it unable to pay its debts.

There are other entities (like an LLC) that can protect your assets, too–again, provided you follow the formalities. But asset protection is not the only reason to choose an entity.  Speak with your attorney and your accountant to figure out which form would best meet your needs.

Inc. magazine swears that there’s still angel investment funding out there for the right businesses.  Well, OK, maybe “swear” is too strong a word.  Still, the articles “Angels Are Still Interested” and “Angel Investing 2009” paint the picture that, while perhaps not quite roaring like a mighty river, angel investor financing is more than just a pathetic trickle.

Because angel investors are being far more cautious than in years past, entrepreneurs need to put far more thought into how they attract angels.  You need to:

• Have experienced people on your management team, preferably ones who have weathered economic volatility
• Revise your game plan to reflect the changed economic realities
• Do some soul-searching to see if you’re really passionate about your business idea
• Demonstrate an expert knowledge of your market and the discipline to follow thought

For more information on where to find these angels, check out Inc.’s guide to angel-investor networks, available in the hard copy of the magazine (sorry, folks), where you’ll also get more tips (like the ones above) from Kasey Wehrum about choosing the right angel . . . and getting chosen .

With so much stuff on the internet available and ripoff-able, what steps can we take to fight back?

Q: I have several blogs, and I wrote several articles that I have published to article directories. Doing research on my topics I found my article posted on another website and another author put his name to it. I e-mailed the author and he said he didn’t put that there, he never saw the article, and I asked him to take it down. Well, it’s still there.  What should I do?

A: If the article is still there, it could be for a couple of reasons: 1. Either the “author” is telling fibs, thinking you won’t do anything or 2. there’s a technological glitch somewhere that the “author” doesn’t have access to correct.

Under Section 512 of the Digital Millennium Copyright Act, you can write to the website/blog service provider to alert the provider to the situation.  Be sure to include the following information:

1. Your name, address and electronic signature.
2. The infringing materials and their internet location or, if the service provider is an “information location tool” such as a search engine, the reference or link to the infringing materials
3. Sufficient information to identify the copyrighted works (e.g., the title and link to the article)
4. A statement by the copyright owner (you) that you have a good-faith belief that there is no legal basis for the use of the materials complained about, and
5. A statement that the notice you’re sending is accurate and, under penalty of perjury, that the complaining party is authorized to act on the behalf of the owner (e.g., the “owner” may be your company and you’re the president; or if you’re one and the same, say that you are bringing the complaint individually and you are the individual owner).

Once you send the notice, the service provider is required to remove, or disable access to, the material.

Here’s an example of not-so-smart tax planning:  doing nothing.

It doesn’t take a lot to sit down with an accountant to explore the deductions and credits you’re entitled to as a small-business owner.  For a great overview of the top issues, visit Wells Fargo’s newly released webcast on Smart Tax Planning for Your Business, part of the bank’s series of webcasts for small-business owners.  Moderated by Rich Sloan of StartUp Nation, the panel features Carol Sanchez, CPA, Bruce Willey, JD/CPA, and moi.

Are we taking whatever walks through the door because we’re afraid there won’t be another piece of business .  .  . ever? There’s an old adage, “You can’t make a silk purse out of a sow’s ear.” You could have the best possible systems in place for handling your clients and delivering your services. But if the raw materials you’re working with–the client–is substandard, you’re bound to run into serious hiccups along the way to getting paid.

Problem clients tend to have identifiable characteristics, as I mention in my article, “Profiles of the Top 5 Problem Clients.” From your first meeting with them, you sense that they are:

• Petulantly dissatisfied .  .  . with everything
• Looking for a deal .  .  . before you even mention your pricing
• Starting and stopping projects with a variety of service providers just like you
• In a crisis, with deadlines of .  .  . last week
• Hedging about your terms, and that collecting will be like grasping smoke

WANT TO KNOW MORE? You can, by checking out my downloadable program, “How to Train Your Clients to Pay You.”  You’ll get lots of valuable insights worth hundreds of dollars for a fraction of the cost!

I like street fairs as much as the next gal (maybe more!), but can Kate Spade r-e-a-l-l-y be selling those charming handbags for only $10?

Q:  Is there any way I can I sell replicas legally in the United States?  How can I be sure I’m being protected?

A:  It is absolutely illegal to sell replica merchandise bearing the trade name of the original company on it. This is trademark infringement for which there can be serious fines.  If you wanted to sell replica merchandise, the only way to ensure that you would be protected is to contact the company and ask to license their trademarks.  However, be prepared to pay a stiff license fee if the brand is “hot” (as in popular, not stolen).  Be careful, too, with knockoffs that are made to look deceptively like the original merchandise (e.g., Louis Vuitton handbags) but don’t use the exact logo–that could spell trouble for you, too.  Best bet, if you want to be protected, is to take a sample of what you want to sell and consult with an intellectual property attorney about the pros and cons.

 When the going gets tough, the tough take a close look at how they handle their clients and customers. Who’s generating a less-than-fair fee for you? Who makes you cringe when you hear their voice on the other end of the line? Who’s always finding a way to drag out the payments? Yes, there is something worse than having no work to do. It’s working your butt off for someone who doesn’t appreciate your talent and stiffs you for the fee.

But the problem isn’t just with the annoying client. As the old cartoon character Pogo famously said, “we have met the enemy and he is us.”  Where can we take some responsibility for how we’re handling our clients?

We can start by looking at where some of our client relationships went awry.  As I mention in my article, “Isn’t It Time You Kept 100% of Your Fee . . . Every Time?” on WomenandBiz.com, make the time to write down all the different causes of client dissatisfaction.  This could include:

• The price being higher expected
• The project becoming more involved than expected
• The client not getting the desired results
• Your lacking the right expertise for the assignment
• Snags in communication, as when dealing with more than one representative of a client
• Lack of clarity about the payment terms (e.g., if you are working on an hourly rate)

If you can identify what’s broken, you can take steps to fix it.  Yes, even in this economy.

Q: My company is into trading of plastic and software products. I have tied up with an individual in London who owns copyright on a security software. I would like to be his distributor for African and Asian regions, as I have resellers in those regions who have orders for the same.

My question to you is can I produce the software in CD form on behalf of the copyright holder in India if he gives me the permission to do so as he holds the key generation software to unlock the same software?

A: Generally, if the holder of the intellectual property rights gives you permissions, you can do whatever you agreed to.  But that agreement should be in writing.  To cover yourself, you’ll want to clarify some additional issues, as well (of course, in writing):

• That your London contact is the rightful copyright owner of the software (you mentioned that your London contact and an Indian contact have the rights–either they have the rights jointly, or only one of them can own it.  You cannot assert legitimate rights to make CDs of the software if you know that one person ripped it off from the rightful owner.
• Whether your London contact has other intellectual property rights vis-à-vis the software (such as patents)
• Whether other distributors have been authorized for your territory
• The period of time that you’ll be entitled to distribute the software
• That you in fact have permission to produce the software in CD form (or any other authorized forms)

Distribution agreements can get complicated–and there may be international trade regulations or tariffs involved in distributing this software.  Make sure to speak to an attorney who knows this area well.