Ot: business attorney

From: michael pearson 
Thinking about starting a business and ran into some questions, any

=============================================================== From: Aaron welch ------------------------------------------------------ Free legal Friday's at the Co.Lab. I suggest you talk to Allison, Enoch, or Sheldon. -AW

=============================================================== From: Mike Harrison ------------------------------------------------------ If you want to be a Tennessee entity.. Ed Nanney gets a +1 on the inexpensive end.. Miller and Martin get a +1 with gold plated filligree. I suggest LegalZoom.com and similar entities for generic LLC and C corp stuff, especially if you create a Nevada or Delaware corp. IANAL: But I'll not create another legal entity in the realm of the Tennessee Department of Revenue... --Mike--

=============================================================== From: Mike Harrison ------------------------------------------------------ A shy chugalurker just emailed me 2 questions: "Where would you, and (briefly) why? And top 3 specific reasons TN is on *your* suck list? You know, if you're feeling bored and feel like imparting wisdom, and I'd actually like to hear *your* answers to those questions. Because you see things differently than most.... :)" My answers: As a business owner, I have been attacked by the TDR (Tn Dept of Rev) several times. My lawyer for the biggest one: http://www.bakerdonelson.com/carl-e-hartley/ is one of the best in the country, why? Because TN has one of the more punative department of revenues for any state. TDR claimed the business (HTS Inc aka Chattanooga Online) owed the state of TN > 500k. The audits were insane. They wanted us to pay sales tax on vehicles, the building, and things we clearly had already paid sales tax on. They lost, but it cost HTS a fortune to fight it, approx $30k-50k (i didn't see the final bills). TDR also hounded several of my customers, and I got involved. In one case, a developer charged a few grand for a functional e-commerce website. TDR "valued" the e-commerce website at the amount of annual revenue it brought in.. and wanted sales tax, from the programmer, for the assayed value of the website, not what he got paid. In the end, custom web development / programming was seen as work for hire, not a taxable product. In other case, a system was used for brokering truck loads (logistics) and they came after him for a percentage of the fees he made, for the estimated percentage of a trip across TN. For example, if the website brokered a load from S. Georgia to St. Louis and the brokering fee was $10 and the truck went though TN for 20% of the trip, they wanted taxes on $2.00... Then they went after the value of the load.. Steve moved his company and servers to Alabama. In fact, if you wonder why some things in internet-land are not subject to sales tax, thank Carl Hartley and others for fighting it. Personally, I've now been hit up TWICE by the TDR for them claiming that 1099-misc income from doing programmming, networking and such, from income data they get from the IRS, is supposedly 1099-div (dividends) income and they hit me up for not filing it, with penalties. Bob Corkers office got involved the second time and fixed it.

=============================================================== From: Stephen Haywood ------------------------------------------------------ Makes me rethink forming my LLC in TN. :( Stephen Haywood Owner, ASG Consulting CISSP, GSEC, OSCP T: @averagesecguy W: averagesecurityguy.info

=============================================================== From: Mike Robinson ------------------------------------------------------ INAL, but I would cautiously suggest that "horror stories" really are = the exception rather than the rule. =20 Nevertheless, there are two ancillary professionals that I suggest you = become acquainted with very early on: an attorney, and a CPA. If = you're the expert in computer software/hardware, then they're the = experts in their fields also, and many of them happen to be = small-businesses. =20 You're not just playing the game of computers; you're also playing the = game of business. These folks are experts in their respective aspects = of "how that game of business is played." If your clients would be the = fool not to listen to you with regard to "computers" ... then ... ditto. And their expenses are fully deductible. :-) --------- Mike Robinson Technical Director Sundial Services International, LLC http://www.sundialservices.com miker@sundialservices.com (615) 268-3829 http://www.linkedin.com/pub/mike-robinson/51/532/5a