Seven (Legal) Questions to Ask When Starting or Running a Business.

Episode Transcript
Available transcripts are automatically generated. Complete accuracy is not guaranteed.
Speaker 1 (00:11):
There was a chilly people counting me out. But there
me I'm move inside out. I got to know to
know what that says, but what I believe that God's
that day. I don't need you to bother me. I

(00:37):
know who I help. I'm created a lie, the reflect
what my eyes there to see all the bignessy pless
and the persibility know w asie bay shine should I

(01:09):
get me? There is no time really stay for the
outside doll in the stain though bad boys. The insults
still isself pay delichs acisday all the simple Monday, bye

(01:36):
something love, take your mind for pay. You'll buy your
pleas and think you want following this planet head we
die all we then it's nine either styfl.

Speaker 2 (01:54):
Mad Welcome, Welcome to another segment of Seek Elevation with
yours truly Attorney Alakisha. Today it is me and you.

(02:16):
I have seven questions that I'm going to address. Seven
questions to ask when starting a business, And to be
honest with you, it's not just when starting a business,
it's with running a business.

Speaker 1 (02:33):
So welcome today. I'm excited about it.

Speaker 2 (02:37):
This is where real issues, real people, real conversation takes
in a stage because change doesn't happen in silence. And
if it's dealing with sports, to entertainment, to business and
just the community, we elevate voices that need to be
heard here. So we don't just talk about it. We empower,

(02:58):
we inspire and challenge just a status quo. That's what
I want to do, segment upon segment upon segment. From
bringing guests in to me, it just being me and you.
So we're going to talk about today some of the
important things you should be asking again when starting and

(03:21):
running a business, and for some of you to be
honest with you. Even if you've been running a business,
with the seven questions we talk about today, you may
realize that WHOA I may need to start on a
few things right here and right now, and it's important
for us to talk about that. And as I mentioned earlier,

(03:41):
I am an attorney. But the information I'm going to
talk about today is not giving you legal advice. I
am giving you legal education. I'm giving you legal information
for you to take and to drill down on it,
for you to educate yourself, and then you can hire
whoever you feel moved to hire to actually apply this

(04:08):
information to actually go deeper. But I cannot possibly give
you legal advice if I do not know your specific situation.
But I am going to empower you because now is
the time, more now than ever, we need to everyone.
We need to get it right. We need to not
just be moving. So I'm here to bring my experience,

(04:30):
my knowledge, and all the things to help you. I'm
not going to drill too deep down into these seven
questions because it can become overwhelming, and to be honest
with you, one question can literally take an hour because
a lot of times I'm consulting with individuals just on

(04:52):
one question and we're taking up our forty five minute
consultation time just to drill on that question.

Speaker 1 (05:00):
So I'm going to give you enough though for you
to walk away and say wow.

Speaker 2 (05:05):
So make sure that you know you have a pen, paper, notepad,
whatever it is, your iPad, phone, notes, and jot this stuff.

Speaker 1 (05:17):
Down so we can move. This is important to know
you can move, you can move differently.

Speaker 2 (05:24):
It's important to notice information because lacking in these seven questions,
and there's plenty more, but this is a foundation. Lacking
in these questions there are a reason why a lot
of businesses fail or they're not taken seriously a lot
of people don't realize that. You know, when you're trying

(05:46):
to elevate, trying to escalate your business and you want
to talk about your business in different rooms, there are
things that decision makers are looking at other than the
product or service that you have to offer. They're also
looking at, you know, how everything is packaged and how

(06:07):
seriously should they take you? And some of the things
that we're going to talk about tonight is going to
address the questions you should ask yourself and answer in
order to be taken seriously. So if you're listening, grab
someone tag share this is really important information. If you

(06:30):
know someone who is starting a business or been running
a business, share this. It's all beautiful, all you know,
glitz and glam. When we say we should all just
be entrepreneurs, we should all own our thing or own
something that's great. But there's responsibility and accountability that come

(06:54):
with that, and.

Speaker 1 (06:57):
We need to know what that is.

Speaker 2 (06:58):
So let's go ahead and get right into it. Because
I want this to be something where I captivate your attention,
keep your attention, and hit all the points within a
reasonable time so that I do not you know, lose
you on anything. And I shouldn't because if this is

(07:19):
important to you, you will stay attentive because it's important.
So before you get you know, that business entity, or
when you actually establish that business entity, before you hire
that team or sign that contract or you may have

(07:43):
signed it, I want you to either pause if you
haven't done these things yet, and I want you to
extremely listen if you have, because what you don't know
legally can cost you everything.

Speaker 1 (08:00):
Really can. And I know a lot of times the
most important thing.

Speaker 2 (08:07):
That we feel we should put in the forefront is marketing, branding,
even sometime coaching.

Speaker 1 (08:14):
You establish all of those things, but.

Speaker 2 (08:16):
If you're not asking these questions, you may not be
legally sound, and all the things that you put up
front will come crumbling down right with you. So we're
breaking down these top or common questions every aspiring business

(08:37):
owner and current owner must ask themselves in order to
protect their vision and build real ownership. There's some words
that we just throw out there with no substance, but
we're gonna start having substance. We're gonna build real ownership.
Let's turn confusion into clarity, and let's turn this paperwork

(08:57):
into power. So the first question, this is what you
need to ask yourself, right, this is the first thing
that you should start with. What is the best business
structure for my goals? What is the best business structure?

(09:18):
And there's different types of business entities that you can establish,
different type of business structures that you can think about.
And once you start just have a product or service
and you start offering it to the world, you actually
establish a sole proprietorship. And a sole proprietorship is a

(09:42):
business owned and operated by one individual as a sound,
a soul, and you have this proprietary interest into whatever
it is your products and services is owned by you.
Once you start doing that and you offer yourself to
the world as one individual, you are operating as a

(10:03):
sole proprietor. Sole proprietorship is not a separate legal entity,
and that means that you as the owner, you as
the sole owner, and the business are legally the same.
If something was to happen, if someone had an issue

(10:26):
with your business, they also have an issue with you
and you as the owner. You're personally liable for all
the debts and obligations of the business and all of
the income and expenses are reported on your personal tax returns.

(10:49):
But it's easy to start, right because you don't have
to go to the secretary of stay.

Speaker 1 (10:57):
You don't have to do anything. You just need to start.

Speaker 2 (11:00):
So it's simple to establish just go, But it exposes
you as the owner, to unlimited personal liability. So when
you're out here and you know you may have some
individuals just doing anything, just decide, I have a hobby,
I'm gonna create you know this jury, I'm gonna sell water,

(11:25):
whatever it is. Once you're selling something, you have now
created an obligation.

Speaker 1 (11:34):
For yourself to do all the things correctly or you
can be personally liable for not doing so. So, so
that is a sole propriety. So you have to act
yourself with are my goals?

Speaker 2 (11:51):
Is this something that I'm willing, I'm able and ready
to risk doing without establishing any type of a business
entity structure. And if so, then for some people you
operate and as a sole proprietor. And that's the sole proprietorship.
Now in the same vein you have, that's one person

(12:16):
just on go. Now if you have two or more
individuals who's just on go, they just start, they have
a product or service and they decide to sell it
to the public. Then Those two individuals also don't have
to establish a legal entity with a Secretary of State.
They can just go ahead and get going, just like

(12:41):
the sole proprietor. The two or more individuals who co
own a business now have created a partnership between themselves.
And if you just have this called a general partnership.
If you just have this general partnership, just like what
a sole proprietorship, the partners are liable, You share responsibilities.

(13:06):
You're liable for the business debts and any type of suits.
The same thing as a so proprietor. You are liable.
And a lot of times individuals don't even realize they're
establishing a partnership. It's the same thing with so proprietorship.
They just think I offer this. They know they actually
establish a legal responsibility, but you do, you establish one.

(13:29):
But here in Georgia's specifically state by state, the type
of entities that you can form may be different. They
pretty much mirror each other, but there can be some
slight differences where one state doesn't offer certain type of
entity structure and another state does. Speaking specifically for Georgia, right,

(13:54):
So if you have a partnership and you say I
don't want to be liable personally, personally liable meaning personally
on the hook for paying whatever it is that you
need to pay, fixing whatever it is that you need
to fix if someone claims some type of injury or damage.

(14:16):
If you do not want to be personally liable, then
in Georgia, right, you can go from a general partnership
we we just talked about where you're sharing management responsibilities
and liabilities and debts to a limited partnership. And a
limited partnership can be formed by two or more people. Right,

(14:39):
you have to have two or more people. You have
to have two at least to form a partnership. But
you have a limited partner where it's two more people
and you know at least one general partner in that partnership,
and then the other partner could just be a limited partner.
The general partner, however, will be responsible and liable for

(15:05):
the management of the company and everything else where the
limited partners are limited.

Speaker 1 (15:13):
And their liability and more than likely won't.

Speaker 2 (15:17):
Have any involvement in management and less specified in a
partnership agreement. And there's different times where that would make sense, right,
There's different times where you may have some joint ventures
or investors who may want to form a partnership but
don't necessarily want management responsibilities, but they want the membership

(15:40):
benefits and they want a general partner that's managing everything.
And again I'm not gonna go too deep, but just
for clarity, if you had a limited partnership and I
said that you have this general partner and then you
have the limited partners for that general partner, if you say, okay, well,
I don't want to be personally liable for anything that happened.

(16:01):
A general partner doesn't have to be an individual. It
can be another business entity. So within that business entity,
it's shielding whoever you are, our members or shareholders of
that business entity. But there's times where limited partnership makes
more sense. You want protections for certain individuals and you

(16:22):
want them to have limited involvement and management. While while
you have a general partner, then we also have in Georgia,
all right, So you have to ask yourself again, what
are my goals when I'm trying to obtain limited liability partnership?
And this is a type of partnership that allows partners

(16:43):
to limit their liability. So this goes back to the
partnership I talked about general partnership. If you just start
a partnership, you do not establish an entity. It's the
same thing as a sole proprietorship, except for the sole
proprietorship you have one individual who's can deletely on the hook.
Partnership you have two or more individuals that's completely on

(17:03):
a hook. But you may say, Okay, I don't want
to be on the hook in this partnership. Now in Georgia,
you can form now we're going from just running and
going to go into the Secretary of State. You can
form a limited partnership or limited liability partnership and limit
your liability in a limited liability partnership for the partnership partnership.

Speaker 1 (17:28):
Debts and edge obligations.

Speaker 2 (17:30):
So that's what I want you to think about when
it comes to partnership and look more into those type
of entities to see what are the other pros and
cons of saying I just want to step into this
versus an LLC. I'm gonna talk about a LLC just
in a second, But why would I want a limited
liability partnership or a limited partnership versus LLC within this

(17:55):
partnership engagement? And there are plenty of reasons why you
may want that while still shielding yourself from personal liability
or limiting that personal liability all another entity. Right, you
have to ask yourself, is a corporation a better fit
for me? A corporation is a separate legal entity from

(18:18):
its owners or the shareholders. It's totally separate. So remember
we talked about the sole proprietor and a partner, that
you're one of the same. When you start looking at
the corporation, you are separate. Same thing with the limited
liability partnership and a limited partnership you are separate from.

Speaker 1 (18:35):
The legal entity is distinct.

Speaker 2 (18:38):
You are not personally liable for any of the corporation debts,
debts and obligations. But with a corporation, now that we've
talked about you know, being shield there's some other things
to think about. By default, Right, If you form a corporation,
by default, you are taxed as a c which just

(19:00):
means you will pay double taxes at the business entity
level and then what you actually get. But a corporation,
for some individuals, say that may be my goal because
I see myself just growing huge, going big, I see
myself going public. Right, there's companies out there that eventually

(19:21):
go public and get people to buy shares and come in.
You just know that's where you're going, and a corporation
makes more sense for you to do that. So I
want to touch on this really quickly, because I see
this a lot more often than I would like on
social media, but I want to educate you on it,

(19:43):
so then when you see it, I'm sure you had
to run across it.

Speaker 1 (19:45):
This thing about S corporation.

Speaker 2 (19:48):
So, like I said, when you form a corporation, by
default is tax as a C corp, you pay taxes
a double taxation, two levels corporate income, shareholder dividends. But
for some individuals, say I want a corporation, but I
do not want to be faced with that double taxation.

(20:10):
You can elect to have an S corporation, and so
you may have heard a lot of times people talk
about S corporation and if it's an S corporation, this
allows for you know what's called pass through income. Your
entity now becomes a pass through entity and you don't
have to worry about the double taxation. However, with the

(20:33):
S corporation, there are some limitations. There are some things
that you have to think about when you elect X corporation,
there's some dues and some don'ts, And if you don't
understand those dues and don'ts, then you could lose your election,
your S corporation election, and you could lose that for
five years you can't get it again. So although it

(20:54):
has its tax benefits and some other benefits for it,
you have to still ask yourself what are my goals?

Speaker 1 (21:01):
Right?

Speaker 2 (21:02):
Just to give you an example, have an S corporation.
You can't have more than one hundred shareholders. Do you
see because you chose corporation, do you see yourself going
so big that you may want more than one hundred shareholders? Well,
you can't have more than one hundred shareholders if you
ELECTES corporation. And if you have shareholders who can either

(21:22):
be individuals, they can be it could be in a state,
it could be certain type of trusts, tax zimp organizations, whatever,
it must be. That shareholder, however it's established or if
it's an individual, must be US citizen or residents, can't
be foreign. So you have to ask yourself, will you
have shareholders, investors, or anybody that may be non US

(21:48):
citizens or residents? Is that something that's part of your goal.
If it is elect an S corporation wouldn't be the
move right, And then you only can have one class
of stock, and it goes on and on. You have
to go look at all these things. But when you
assign different classes of stock, especially in a corporation, you

(22:08):
might sign you know, a class where these people that
have a class stocks have voting rights, people that have
b do not. They have something else, and that's how
stocks are used to kind of move around. But if
you have if you elect for X corporation, you only
have one class. So these are questions to ask. As
you just hear people throw things around and you hear

(22:31):
the benefits of things, you have to then ask yourself
is this business entity or structure matching my goal? I
hear the great things, but what are the limitations and
see if it matches? And furthermore, before I move on
to the last entity, there's two things to think about.
When you're asking yourself, you know what type of business

(22:53):
entity to form or structure? Please know you need to
understand the type of big this this entity the structure.

Speaker 1 (23:02):
But you also can have.

Speaker 2 (23:04):
A tax structure. Tax treatment can be totally different than
entity structure. So like with the limit liability company I
want to talk about, right, the limit liability company, the
LLC is the most flexible, the most well known. Everyone
talks about it, everyone throws it out, and I'm sure

(23:24):
a lot of people just go and form it before
asking them themselves that question, is this entity the best
thing for my goal?

Speaker 1 (23:33):
They just form it because.

Speaker 2 (23:35):
LLC may be synonymous with just having a business to
most people, they don't think about all the different type
of entity structures and what may match their goal. But
a limit liability company is that hybrid is it's an
entity that combines having that liability protection that we talked about,
like a corporation, but it's very flexible, right, and it's

(24:00):
operation very flexible. The corporation, you have to make sure
that it's high governance, governorance, you have to have you
know your board of directors, you have to make sure
you have your bylaws.

Speaker 1 (24:11):
You have to make sure you have all the things
in place. What the LLC, you don't have to have
those things.

Speaker 2 (24:21):
But I will tell people this, and if you go
to my YouTube channel, I have a whole seven part
series where I break down at LLC and I tell
people this.

Speaker 1 (24:31):
Even with the flexibility of being able to establish at LLC.

Speaker 2 (24:37):
Do not get so caught up in flexibility that you
compromise formality because what we see on this and in
the court is that the court says, yes, you weren't
required to do these things, Yes you didn't have to
show us you did these things. But when an issue
arises and you don't have those things in place, those

(24:58):
very things are the thing things you needed to protect you. So,
although it's very flexible, it's the youngest entity. They're still
figuring it out in a court system how to handle
certain issues. And I strongly advise don't be that you
know person that is getting figured out with.

Speaker 1 (25:24):
The new laws. Don't be the guinea pig. So don't
compromise formality for flexibility. Be very careful of that.

Speaker 2 (25:33):
So I would say, mimic a corporation, right have you
You need to operate in agreement, just like you need
to buy laws for corporation, you need.

Speaker 1 (25:42):
Your operating agreement.

Speaker 2 (25:44):
And although no one's really checking that, you need to
have that because at the end of the day, if
you do not have that operate in agreement in place,
there is an agreement that you are actually being governed
by and that's called the Limited Liability Company Act. Here

(26:05):
in George's the LLCA, and other states have their versions
of it. If you don't have an operating agreement in place,
when something goes wrong, they go to the statue and
they'll tell.

Speaker 1 (26:14):
You how those issues will be handled.

Speaker 2 (26:17):
So create your operating agreement just like you would for
the corporation by laws. But going to what I said before,
business entitry structure versus tax treatment.

Speaker 1 (26:28):
It's like what a LLC.

Speaker 2 (26:29):
You could say, okay, by default if you are a
single you know, sole owner, by default you a form
a LLC. It's treated as a separate legal entity, but
it's treated as a pass through entity, just like we
talked about with the sole proprietor shit.

Speaker 1 (26:48):
If you were just single, you your tax the same.

Speaker 2 (26:53):
The difference is with a limited liability company, it still
treats you as a separate entity when it comes to liability,
but pass through tax wise, it treats you as one
and the same.

Speaker 1 (27:07):
But you can choose no.

Speaker 2 (27:08):
As a LLC, I want to be taxes a corporation.
As a LC, I want to be tax as a partnership.
If you have a partner, so you have flexibility on
choosing the type of tax treatment versus choosing the type
of entity. So ask yourself that question, does the entity
that I have serve the goals that I want where
I see myself going? Also ask yourself, am I just

(27:32):
forming this because this is a common mistake? Am I
just forming this because I'm copying someone else's set up
without knowing the why? So just know asking yourself that
question and answering that question will definitely impact your taxes,

(27:53):
your liability, and your growth. And be very careful of
just hearing again what individuals are saying they have or
what they say you need to do before they even
know your particular situation. You definitely need to make sure,
especially when it comes to the S corporation. There are
so many different benefits and there's times to move that way,

(28:16):
but you have to know the restrictions of it to
make sure you don't violate those before you decide to
elect S corporation for whatever entity.

Speaker 1 (28:29):
Alright, let me.

Speaker 2 (28:33):
See, let's see, Deborah, So if you don't have one,
an agreement will be placed upon you, whether you like
terms or not.

Speaker 1 (28:41):
Yes, absolutely, absolutely correct, So.

Speaker 2 (28:46):
Debora reiterated, if you do not have an operate an agreement.
There is already what's called an LLCA, the limited liebuility
the Company Act. Here in Georgia, that statue is very
similar state by state by state. See what yours is called.

(29:10):
But you have a statue and it's going to govern
your LLC, and it has every I we have to
re stacks. I read the whole stack, and have any
issues that you could think of, it's covered in there.
And if you run into an issue, either with partners

(29:32):
in your LLC or someone who just did business with you,
if you run into this issue, the court will first say,
give me your operating agreement that speaks to how you
handle these type of issues. And the court respects that
agreement because it is a legal entity.

Speaker 1 (29:53):
And what do we respect in America contract? You have
contract law, And because the court knows that you.

Speaker 2 (30:03):
And your entity are not one and the same, even
if it's one of you. I want you to hear
this all, even if just you, you have to know
your LLC and you are not one and the same.
So when you do an agreement, operate an agreement, you're
signing that operating in agreement as a capacity of you
as a member of your LLC, and so the court

(30:23):
will look at here's your operating agreement, and this is
how you say will be handled, Then this is how
we're going to deal with that.

Speaker 1 (30:30):
If you don't have it, they're going to.

Speaker 2 (30:32):
Go to Section two point five a I and say
this is how we're going to handle this issue. Because
you have an agreement, you just have to choose which
one you actually want to be governed by. So I
operate in agreement is important. And that's why I'm here
to talk to you all. Because when I say the
reason why I pick these top questions, please know these

(30:56):
are the top things I'm seeing. I'm feeding you because
these are the top things these seven questions. Is not it,
but these seven questions are the pillar, like they're the found,
They're the top. This is what's catching people and hitting
them hard.

Speaker 1 (31:10):
All right.

Speaker 2 (31:11):
So the next question you need to ask yourself is
do I need a license or permit? A lot of
times we get up and running, we say, okay, you know,
I establish my entity. Let's go, and we forget about
that important part that a business license is generally required

(31:32):
to run a business.

Speaker 1 (31:34):
Again, I'm a focus more on in Georgia. This is
where I'm located but please check.

Speaker 2 (31:38):
Everywhere you're at it's the same, and I mean all
states are mirroring each other. What's light differences. A business
license is generally required to run a business in Georgia,
and most businesses that are operating in Georgia they must
obtain a business license your county, indoor city, and it
could be your local municipality, the subdivisions.

Speaker 1 (32:01):
Sometime people get this one license. You have to make sure.

Speaker 2 (32:05):
The business you're running, what obligations do you have and
to whom what licenses you need, and licenses may be
totally different than permit. Right, you may be running specific
trades professions that you may need permits as well. So
you have the business license, and you want to make
sure you are reviewing your local ordinance to ensure that

(32:28):
you're in compliance to having the business license that you need.
It is, you know, unlawful to operate certain businesses without
business licenses, especially let's just save food establishments right without
obtaining it. And you may have some people that feel like,
I'm not this big restaurant. Well, if you're established enough

(32:50):
where you have food sales and it's a food sales establishment,
you're not supposed to be operating without a license from
the Commission of Agriculture. You have to read to see
what those requirements are to see if you are exempt.
And while I'm talking about this, I do want to
say quickly because this is a common thing, right because

(33:12):
again a lot of us are sole owners, so entrepreneurs,
and we are just on the goal. We're just trying
to do it. When we're talking about business license and
running a business, you have to be very careful about
the business being at your home. And you live in
an apartment complex, right, so we got to talk about

(33:33):
one can the type of business that you want to run,
is it zone for you to run that business in
that area? But more importantly, if you live in an
apartment complex, can you be running your own business in
an apartment complex that you don't own, That becomes an issue, right,

(33:56):
you want to definitely check your leases. But even if
it's not in there, if you find out legally that
you're not supposed to do it. When there's when an
issue arise and you have your apartment complex as the
principal place of business, there's a big problem when you're
talking about running a company. So I wanted to make
sure I pull that pull that out because that is
a common thing, right, So it's not just about like

(34:17):
when you register your business. We talked about earlier, registering
your entity. A lot of times you have individuals that
put their home address. That's that's one issue, right, but
more bigger than your home address being on front street,
it's are you even supposed to be using that home
address if you don't own that home? And if you
own that home is your area zone for the type

(34:39):
of business that you actually attached to that address. So
here in Georgia they're really big on it. I'm just
talking about just even a few cases, just to give
you an ideal what goes on in this court system.
So you you may have some exemptions of when you

(35:03):
don't have to get a business license I mentioned earlier,
what I want you to do is really be knowledgeable
about one what those exemptions are to how do you
qualify for it. Georgia court here has held and have
convicted individuals who said that they were exempted from having

(35:25):
a business license. There's a particular case where there was
this disabled veteran who believe that the requirement for having
a business license for the business that he ran, he
was exempted and the court here in Georgia found that
that disabled veteran, that business owner failed to meet the

(35:47):
requirements for the license. Although he said I'm a disabled
veteran and all the things listed there were particular paperwork.

Speaker 1 (35:54):
Particular things, particular.

Speaker 2 (35:56):
Language that had to be submitted to say you fit
this exemption, not that you're just disabled, but you fit it.
This disabled veteran even had you know, expert witnesses as doctors,
and because they weren't corroborating on certain levels of issues
saying that he was good to do this or that.

(36:19):
Then in the totality the court said, no, you did not.
You fail to meet the requirement of exemptions. So I
want to let you know, whatever you think your situation is,
you could be looking at yourself, look at the situation
and say, okay, I'm exempted. Make sure you're reading what
you actually have to meet in order to be considered
exempted by the state, not by you. Also, I want

(36:46):
to bring up in the court some people may say, oh,
this is a small thing, right, I'm not doing anything
madeor or big. Well, let me tell you how Georgia
courts look. They have convicted business owners who are operating
home movement business without a license. I'm talking about things
from like guessing, you know, paintings and all this extra stuff,

(37:09):
right home improvements, and they didn't have a business license
to do it. They thought what they were doing was small,
and they said, no, home improvements required business license, and
you need to have a license. We have someone that
was in Georgia that qualified as a dealer under the

(37:30):
Georgia Dealers and Agriculture Products that did not have a
business license dealing in that realm. And you know what
the court did here in Georgia to that particular defendant.
All of the contracts that that business owner entered into

(37:51):
could not recover under those contracts because it was related
to doing and entering into contracts as unlicensed business activities.
So this is why it's very important to pay attention
because if something was to happen, if someone want to
come back after you and we're talking about contract issues

(38:12):
or whatever it is, and I'm gonna tell you what
attorneys do. Right you're here, I'm giving you the nuggets.
We have to drill down and look at all the things.
These are some of the things we're gonna check off
to see if we can help our client. Prevail if
we on one end, or help our client, you know,
excel on the other. We're gonna look at these things. Oh,

(38:32):
this person in this contract, Okay, do they have a
business license? Do they need a business license? These are
things that we're gonna ask or you have to ask
yourself to make sure that you're fully protected. You can
move forward.

Speaker 1 (38:41):
Do what I do, require a business license? All right?

Speaker 2 (38:51):
Question three, This one, like I said, can take up
so much time, but I am. I cannot do it,
of course, but this is a very important one. I
should probably have put it as my last question. But Debora,
say yea for that crackdown home improvement companies. Home improvement

(39:14):
is one of the highest, yes, one of the highest fraud. Yeah,
and it was a big one, uh, Deborah in California
as well.

Speaker 1 (39:24):
They it was a group of.

Speaker 2 (39:26):
Them that was doing all this home improvement and they
didn't have It was contractors and everybody. They didn't have
the business license that they were supposed to have. And
in those individuals it was twelve individuals. They actually got
jail time and got fines.

Speaker 1 (39:41):
So you're right, that's the thing, is the crackdown to
your point, So.

Speaker 2 (39:46):
Question three, let's see put this question three, how can
I protect my brand legally from the start? And I
phrase that question that way because I know that's how
One I'm speaking to startups, but two even those that's

(40:06):
running a business, we have to rewind because we had
to think about how do I protect my brand legally
just from the start. Intellectual property is the first thing
that should come to your mind. And for those who
don't know, because I'm not gonna speak over people head
and I'm not going to assume your intellectual property, your
IP is those intangible things.

Speaker 1 (40:29):
That makes tangible money for you.

Speaker 2 (40:31):
So I may make a particular product that you can touch,
I may provide a service that you feel benefiting from,
but that intellectual property is that thing you don't actually
necessarily touch.

Speaker 1 (40:45):
Or feel, but you associate whatever gain you have.

Speaker 2 (40:49):
So trademark right, So a trademark can be your name,
your business name, your logo, your slogan, all of that copyright.
If I'm a content creator and I'm creating all of
this content, that is my copyright. I own a copyright
to that this podcast I'm doing right now, I copyright

(41:11):
it that like my stuff, I copyright that we can't
touch what I'm doing, but I'm curating it, I'm recording it.
I do all the things. I copyright that. So if
you want to protect your brand, your company, your thing
legally from the start, you have to think about intellectual property.

Speaker 1 (41:32):
I'm going to tell you something.

Speaker 2 (41:34):
Those who understand business, I'm talking about because I know
we're doing this right. We're doing it with the thoughts
of I don't care how high you're trying to go.
That's your personal preference, but we're doing it with the
thought of being excellent. And those who are actually doing
it like that.

Speaker 1 (41:53):
These are things that they're talking about and thinking about.

Speaker 2 (41:56):
If you want to even have a conversation with someone
to take it seriously, That are decision makers that you
want to connect with. I promise you they're looking at this.
So this should be the first and last question. How
can I protect my brand legally from the start. It's
not just about protection, it's also about perception. So we're
talking about branding from a protection aspect.

Speaker 1 (42:17):
But we're also talking about a perception.

Speaker 2 (42:19):
Your reputation precedes you, and I want you to know
that registering an LLC or an entity that we talked
about earlier is not the same thing as a trademark.
I bring it up because a lot of us are
confused with that I have. I already registered my business,
so I have a federally protected trademark. There are levels

(42:40):
of trademark. So I'm gonna bring it down and slow
it a little bit. I'm not gonna go deeps. I
don't want to confuse you. If I have my company
name and I already go out there and I use
my company name, okay, tracking with me. I have common
law rights and a trademark once I start using it.

(43:04):
It's the same thing as copyright. If I create content
and I put it out there, I created a copyright.
So you say, Alokisha, And why are we talking about
the protection of it? Common law is the lowest protection. Yes,
you can at times have someone who have strong common

(43:26):
law rights. If I had a trademark and I never
federally protected it, or I never registered it with the state,
but I was just out there operating and I did
it for twenty years and someone brand new comes and
they have this use my trademark, and they try to
register it. If I find out, yes, I have strong
common law rights to fight them. But I will tell

(43:49):
you this and This is when we're talking about our
court system. It is as unpredictable as the weather is
right now in Georgia. You go to court, it depends on.

Speaker 1 (44:01):
The judge you have, the day you have, the judge,
how they feel about who's representing you.

Speaker 2 (44:08):
It's not as consistent. And yes, as attorneys we do
use what's called precedent. We try to find law to
back up whatever our argument is. But we have the
other side of trying to find law to back up
theirs too, right, That's what we're both trained in. How
the jury or the judge falls may not be in
your favor. So, yes, you have common law rights. Yes

(44:29):
you have a common law trademark, but you start stepping
up the ladder as you register it. So that's why
I say LLC is not necessarily giving you federal protection
right at all. It's not giving you that at all,
But it may give you common law rights in a
trademark name.

Speaker 1 (44:49):
It kind of shows that I've been operating. It's kind
of like a paper trail at least, but it's not
giving you the security that you want. As a true
business owner.

Speaker 2 (45:02):
You want to make sure that you are checking to
see if the name is even legally available.

Speaker 1 (45:08):
That's important for us.

Speaker 2 (45:09):
A lot of times we are creatives, we are creators
and we'll think, oh, this ideal was mine, and then
we find out something out there is either the same
or similar. So we have to check to see if
this stuff is actually legally available for us to use
it the same way. Just gave the example for you,
right with the common law and you want to protect

(45:32):
your common law rights.

Speaker 1 (45:34):
It's you got to think about it.

Speaker 2 (45:35):
On the flip side, maybe somebody was operating common law
and didn't federally protect it, but they may be out there.
You don't even even if you don't want to deal
with the argument. So just you're checking with it. You know,
the USPTO, you're looking at the Secretary of State, you
looking at everything just to see if it's legally available.

Speaker 1 (45:54):
And why are we doing this, why we're stepping it up?

Speaker 2 (45:56):
Why do we say, Okay, I have a trademark, I
have this name, this logo, whatever it is, it could
be sound slogan.

Speaker 1 (46:06):
Why do I want to now register it?

Speaker 2 (46:10):
Because the value of your content, your products, your systems,
all your original works, it goes up something called valuation.
We're constantly working to produce products and services. Right, that's
our labor. We're putting labor into that. We hire labor

(46:32):
for that. But when we want our thing to work
for us without working, that's called valuation and adding value.

Speaker 1 (46:41):
So now there's certain requirements, are.

Speaker 2 (46:45):
Criteria that you must meet in order to federally protect
a trademark. If you don't meet that criteria, you can
still protect it on a state level. So I always
still say, come out of common law, go to state.
If that's all that you know, the highest you can
go at least, go to state. But if you can
go higher federally, go and you're building valuation. So it's

(47:08):
talking about protection and we're talking about perception. I tell
people filing it's not an option, it is not. It
is crucial for businesses, you know, like I said, for
the legal protection, but just for your brand identity, just

(47:28):
to be considered, you know, playing the game, understanding the rules.
People are already judging if you understand the rules or
don't understand the rules, if you're legitimate or not legitimate,
they're already judging that. I'm telling you, I'm giving it
to you. I'm coming out of the room and I'm

(47:51):
coming out here to let you know, because I don't
want anyone talking about anybody in these rooms.

Speaker 1 (47:59):
I want you to know.

Speaker 2 (48:00):
Okay, Ree says, does it make a difference if there
is a business name.

Speaker 1 (48:06):
In the same or different state? Yes, it does.

Speaker 2 (48:11):
So, And I'm happy you asked that question, read because
that helped me hammer in the point I was making
about LLC. Thank you, and see this is why I
want you to ask questions because it helps me too.
Remember I said at LLC is not you know, it
definitely is not federal protection for trademark. It shows you
have common law possibly, but you can register the same

(48:34):
names in different states.

Speaker 1 (48:35):
When you're talking about.

Speaker 2 (48:36):
The Secretary of State, when you check to see if
a business name is available on Georgia, you can't do
that here in Georgia. If we can have same business.

Speaker 1 (48:45):
Names all over trademark.

Speaker 2 (48:49):
However, when you're now going out of it and say
I'm federally protecting my trademark, and if you show that
you was in existence first name, that's where the cease
and desist letters come in at that's when you can
shut it down. That's how you can even shut down
a whole another LLC or corporation if that is their name,

(49:10):
forget a logo or this. If you register federally protect
your trademark, you can see some desist other people. You
see how that even have more power than the LLC formation. Now,
if let's take out the federal if we're talking about
somebody city, it is different level state. No, So common
law is just that geographical area in which you sell

(49:34):
your products a service. When you register in the state,
it's helping protect you in those states or state that
you register. Right, so you have to go regis fifty
different places and in order to expand that reach, when
you federally register, it protects you in all US states.
You knock it all out if you're able to do that,

(49:55):
because there is criteria again to register for federal protection
versus state. And just to quickly give you example, if
I am a long care service, I guess and I'm
established here in Georgia and this is where I offer
my long care and I don't offer it in any
other state but Georgia, I will not qualify to register

(50:18):
my federally protect my trademark because you have to enter
into what's called interstate commerce. And all that means is
that you have to sell your product or service outside
of more than one state. Once you cross that one border,
then you can federally protect. That can be online as well.

(50:41):
So if you are established in Georgia and you offer services,
sell products, and people can order online from other states,
you are now in interstate commerce and you also qualify.
But if I'm physically doing long care, I'm not showing
up anywhere in any other state. I don't have any
independent contractors, I don't have anything. I can only protect

(51:02):
it in Georgia, which means other people can have that
name too.

Speaker 1 (51:06):
Good question. So that is very important with the federal trademark.

Speaker 2 (51:15):
And just to give you an example, I'm trying to
I try to include some examples in here to just
to kind of one help it hit home, but two
to show you that it's not a small group that
don't understand this stuff. I see it on all levels
because you only know what you know and you don't
find out you don't know until you find out you

(51:37):
didn't know. And so there was a situation, I don
know if you all heard about the Katy Perry situation
where there was this fashion designer who birth names Katy Perry,
but it was you know, you had k A t
I E and you had k A t Y and

(51:58):
both last names the same, but was a fashion designer
so close under her trademark. And then Katy Perry sold
merchandise during her twenty fourteen Australia tour and the other

(52:20):
Katy was like, uh, you know, cease and desist. You
were in fringing au pond my trademark. I got it
for this particular class and the other Kitty was just
using in good faith. I'm Katy Perry, I'm selling my

(52:40):
stuff good faith in a sense. None of that mattered.
It doesn't matter in the court. What matters is if
you're infringed. So Katy Perry had to pay damages to
the other Katy and she went by pseudonym Katy Taylor.
So just the difference, Katy Perry had to pay Katy Taylor.

(53:02):
So you say you have somebody so big like that, right,
So it's happening.

Speaker 1 (53:07):
On all levels. So I'm here to empower you. So
that's example. All right, question four.

Speaker 2 (53:13):
Let me make sure I'm not missing any questions here
before I move on to question four. Oh that makes
sense state versus federal? Yes, good, good, All right, Debora
that's right. Protect frands with Alakeisha trademarket Tooni absolutely and

(53:35):
I even have because I know you know with me
even educating individuals.

Speaker 1 (53:40):
And at the end of the day, we gotta find
our way.

Speaker 2 (53:42):
If we decide to step in the game to play,
you have to find a way to win at the game.

Speaker 1 (53:49):
So however it is, it is.

Speaker 2 (53:51):
But I do understand there may be financial constraints here
and there. Different people figure out how to make it happen.
Put your head to it. How can I figure this out?
How can I talk to this person, to that person?
And what I've done was I even created a course, right,
so I try to do different levels. I have books
where I give information, so you're not the twenty dollars level.
I have a course that literally so you're investing your time.

(54:12):
You may reduce on money, but what I pushed you
to do, you have to invest on time because I
give it all.

Speaker 1 (54:19):
You sit down.

Speaker 2 (54:20):
It's an online course and you sit there and it's
literally teaching you how to do Clearance Search, which you'll
see why it's so hard for us and while we
charge money, but I'm teaching you how to do it.
You do Clarence Search the application is not hard, y'all.
I'm gonna be very, very very frank with you. That
application is not hard. I could teach ten year old
whatever app that's not it. That's not what people get

(54:41):
hung up. It's that clearance search and understanding how to
do it properly within the USPTO, because there's things in
the USPTO where you may say I don't have this,
but it could be the same or similar. Also, you
have examining attorneys. Back to the point, I may with judges.
You don't know who you're gonna get on WHI day
what they felt like. The zamine attorney's the same way.

(55:02):
You're human, So you may deal with somebody that it's
like ugh. So that's where it becomes crazy. But I
have a course that helps you understand what office action is,
that helps you understand clearance search and application, all the
good things.

Speaker 1 (55:16):
So, but we're going to figure out a way. I'm
giving you these questions and answers. I want you. You're
going to figure it out, all right? What contracts? This
is question four? What contracts do I need in place?
From day one?

Speaker 2 (55:33):
You all could be able to if you were here earlier,
when I talked about entity formation and documents. That's important.
You should already know two of those contracts, right, so
you you already. If you have a business entity day one,
you need to operate in agreement. If you have a partnership,
you need a partnership agreement. If you have a corporation,

(55:54):
you need bylaws. Remember, as you're starting from day one,
you're telling people I'm about my business. And if you're
about your business, the first thing you start with being
about your business is with your business. You let your
entity know I'm not here to play games. Let's make
this agreement between us. I'm literally it sounds probably sound crazy.

(56:17):
I want you to treat it like this. Oh this
is my baby, might come him up. No, this is
a business transaction between you and your entity, and you're
gonna find out real quickly why this is very important
for you to take the stance you get that operating agreement.

Speaker 1 (56:35):
This is how I'm doing This is how I'm doing it.

Speaker 2 (56:37):
Okay, here, you're here to protect me. You're here to
shield me on this. This is how you're gonna shield
me on that. This is how I feel about that,
and agreement's here to listen to whatever you say, do
that's the beautiful thing. You're not negotiating with the agreement.
Only time you negotiate if you have partners and all
that stuff. But you put that down and you're telling
that agreement how it's gonna work for you. And when

(56:58):
you sign it, you're gonna sign it in the capacity
in which you are operating under You're not gonna sign
your operating agreement as as you. You're gonna sign you
and underneath you're gonna put member, You're gonna and everything
you do, you're showing I'm keeping us separate. I'm signing

(57:18):
as a member, not just you, between you and a company,
or I'm signing as a partner, or I'm signing a.

Speaker 1 (57:24):
CEO, whatever your title is.

Speaker 2 (57:27):
So what's the very first from the start day one
operating agreement, partnership agreement, by laws and if you don't
have any of those in place, go back your day
one starts now. Even if you're up and running, go
and do it. You want to make sure that you
have client agreements in place, service contracts in place. Especially
with that because we talked about what intellectual property, you

(57:50):
want to make sure you're very clear those who like
I said, moving all the way up. I don't care
what contract you get. You will think, why is this
IP provision here? Because it's gonna be and everything you've
thrown now, make sure understand. Make sure you know I
have intellect, your property in its mind. Whatever we're doing
here doesn't touch that. So you want service contracts in
place and dependent contractor terms in place. I'm gonna talk

(58:15):
about that a little bit. And another question because this
is really important. This is what a lot of people miss,
what a lot of us are in the courtroom on
this point. I'm gonna question and make later. But so
client agreements, service contracts, independent contractor agreements, and when you
have these contracts right, So not only what contracts do

(58:38):
I need to have in place from day one? From
day one, you need to understand certain things. There's things
that may change in your contract based on negotiations, right,
there's certain price, you know, time, all that stuff. But
what you really need to understand from day one do
you need to be covered, protected, and dimnified as what
we call indemnity. If someone does something for you but

(59:04):
put your company on the hook, they have to dignify you.
That means they have to if you are found liable
on the hook, in trouble. Whatever you're found liable on
the hook or in trouble for they got to cover it.
That's something you have to make sure that you having

(59:24):
near day one a jurisdiction. This is completely overlooked. What
jurisdiction is governing your issues. You want it to be
somewhere where it's convenient for you. So what contracts in
place day one and what terms are there? And then
of course you know termination, like when does this end?

Speaker 1 (59:42):
How does this end?

Speaker 2 (59:43):
I'm gonna tell you why that's important to these are.
I brought those three things up because tho those three
things I get people in trouble, three things that are overlooked.
And I want to say this while we're saying contracts
in place day one, y'all stay with me, come on track.

Speaker 1 (59:56):
This is important. I'm giving it to you. Listen, verbal
deals lead to legal disasters.

Speaker 2 (01:00:06):
Yes, is it true? And we've probably heard it before.
You don't have to be written. There's verbal deals, are
you know?

Speaker 1 (01:00:14):
Honored? Yeah? They are get today that can go back
to the army.

Speaker 2 (01:00:18):
We talk about what judge you're gonna get with day
with jury, but more importantly, what people are not talking about.
And I want you to understand this. To answer this question,
what contracts I need to have in place? Verbal deals
are exempted from certain contracts. It cannot be a verbal deal.
It's something that's called Statute of frauds. If this type

(01:00:43):
of transaction fall within that statue are frauds, it has
to be in writing. So when you're asking yourself question
number four, what contracts do I need in place? From
day one, I need any contract that fall within the
statue of frauds.

Speaker 1 (01:01:02):
You got your pen, you got your paper.

Speaker 2 (01:01:04):
I'm gonna give you an acronym that we learned as
attorneys to help us remember. The acronym is my.

Speaker 1 (01:01:15):
Legs M. It's for marriage.

Speaker 2 (01:01:21):
These are this This what I'm about to uh give
to you now are the type of contracts to be
legally enforceable. Don't get me wrong. You could do whatever
you want to do. You don't have to have it written.
What I'm talking to you about is a business owner.
And with this contry this question, what contracts do I
need in place? What contracts you need in place in

(01:01:42):
order for whatever that agreement to be legally enforceable? Okay,
there with me now, all right, statue of frauds. Marriage,
that's him. If the service is going to be a
year or longer, that's the why. If I enter into
an agreement for me to provide a service for someone,

(01:02:07):
and anticipation is it's going to take me a year
or longer to finish that service, provide that service, it
has to be in writing. So you got marriage. If
it's year, a year or longer, so that's my. And
then if it's land, if you're entered into agreement and

(01:02:27):
it has to do with land, it has to be
in writing. It needs to be in writing. If you
have an executor agreement, guarantee agreement, if you want somebody
to guarantee something and as a guaranteer and you just
talked about that so bad, so said.

Speaker 1 (01:02:49):
Sign someone executor. You just talked about that so bad,
so so said, it has to be in writing.

Speaker 2 (01:02:56):
So you had my Now we're on the app land
e executor, and then we talked about guaranteur g Now
the last one sell of five hundred dollars or more.
I'm not going to get into this. Now there's another
segment I did. I want you to go back and

(01:03:16):
look at it about contracts. This is what people don't know.
We talked about contracts as like this bucket thing. Legally,
there's different types of contract law. You have the contract
law for services, and then you have a contract law
for sales of you know, products.

Speaker 1 (01:03:32):
That's under the UCC.

Speaker 2 (01:03:33):
Those are different types of contracts and different things are
required for those different types of contracts. So there's a
lot of people out here that's selling product, and a
lot of people are selling product, even if they're trying
to do the best thing, may have some kind of
contractual language or these things may not be meeting the
threshold of what the UCC say you have to do,

(01:03:54):
and that's the Uniform Commercial Code. If you're selling products
that's different than a service, it's totally But go listen
to that video. It's a contracted video. I can't think
of the title off the theme and my top of
my head, but goal listen to that. I break it
completely down. So that's important. So verbal agreements are, you know,
scrutinized under the law.

Speaker 1 (01:04:14):
They really are. Even when they tell you you don't
have to you can have some legally.

Speaker 2 (01:04:18):
You now know my legs as a business owner, if
you fall in my legs, it's gonna have to be
in writing period. It was crucial toning. Oh thank you, Deborah. Yes, contracts, Yes,

(01:04:39):
contract agreements.

Speaker 1 (01:04:40):
Okay, let me pull this up here.

Speaker 2 (01:04:45):
See contract agreements for example, service agreements. Should they be
drawn up by an attorney? Or can you create your
own from samples on Google?

Speaker 1 (01:04:55):
I love you know what. I should just pull you
on a stage. But this is a a good question, right, So.

Speaker 2 (01:05:04):
You know I'm gonna start with, of course, yes, it
should be drawn up by an attorney, not just an attorney,
an attorney that's familiar with whatever you're talking about, right,
So you're not gonna go get a family law attorney
to draw whatever. So I'm gonna say that. Be very
very careful with that, ESQ, make sure it's right. So yes,

(01:05:29):
I'm gonna say yes. But can you you know, create
your own, you know, from samples on Google chat GBT
because that's where we're at and stuff.

Speaker 1 (01:05:39):
Now, Yes you can.

Speaker 2 (01:05:42):
However, and I'm gonna talk about this in another segment
because it's how bad it is, y'all.

Speaker 1 (01:05:47):
It's not just bad for y'all. It is some stuff
going on with.

Speaker 2 (01:05:50):
US attorneys who was using chat GBT and people are
getting disbarred because it was bringing back inflated sighting to cases.
Gotta remember AI is still artificial. That depends on human
intelligence and manipulation. AI is great and it's quick, but

(01:06:15):
you have the human quality behind that. And when we
don't do our checks and balances, I am big for that. Yes,
AI helps. It is a system too. I use it
as a system too, but it will never.

Speaker 1 (01:06:28):
Become the thing.

Speaker 2 (01:06:30):
And this is where not just the laymen and lay women,
but attorneys are catching it. Trusted this AI. You didn't
do your check, you didn't do your balance. AI only
feeds off what everybody's talking about. It starts to memorize
different things. It's thinking it's pulling the right thing, but
it may not be pulling the right thing for the situation,

(01:06:50):
citing wrong cases or inflating the case that it actually cites.
And in our case, what we can get in trouble is,
you know, there's this thing, can't you know, the unlawful
practice of law. Just like if we have people work
for us, we have to supervise and manage them to
make sure no one yes the hallucinations that is it.

(01:07:12):
We have to make sure that no one, you know,
crosses the line from assisting us to actually practicing the law.

Speaker 1 (01:07:21):
So what happens is.

Speaker 2 (01:07:24):
What the legal world is talking about. Specifically Georgia. I
just learned I attended one to our CL's the Georgia
State Bar has created They have a what do you
call that, A group, a board, they put together, a
committee's figure out how to deal with this.

Speaker 1 (01:07:43):
It's how serious it is.

Speaker 2 (01:07:44):
You don't want to go from this was supposed to
assist me to now this unlawful practice of law. You
don't want to go there because just like if I
had a human person and they can only assist me
and I have to real certain things in and it's
the same thing about the computer. Now they're trying to
look at can we violate our rural ethics for that

(01:08:07):
unlawful practice with AI if we don't do our checks
and balances And they're clearly seeing where we're not doing
our checks and balances with those hallucid nations as Debas
talking about.

Speaker 1 (01:08:16):
So imagine us. Imagine a layman.

Speaker 2 (01:08:19):
You thought you got it for sure, it sound good,
Oh this was it. But something in there may be inflated.
It may not even apply to your situation. It may
pull you into another jurisdiction. It may protect something from
someone else that you thought, Okay, what maybe I should

(01:08:40):
have did it this way. My famous phrase is, it's
not what's in this thing you see. It's not it's
not what's in the contract, it's what's not in it.
You may have it put something in it, or it
may put something in it without making sure this other

(01:09:00):
thing to be in it to balance that or to
help you. So that's what I mean by yes and no.
So yes, of course, getting a competent attorney to do
the thing that you need. And yeah, of course you
can google, chat, GBT and all that, but at the
same time you have to make sure that what you
actually got it doesn't just sound good, is actually doing

(01:09:20):
the thing that you needed to do, which is protects you.

Speaker 1 (01:09:25):
So absolutely, and.

Speaker 2 (01:09:26):
If anything, I tell some people, shoot, talk to some
attorneys maybe to help you. Maybe instead of having a
contract draft. Right, So you may say, instead of me
paying for a contract draft, can I pay for a
contract review? So now you start it somewhere, and maybe
the fees may look different for a contract review versus
contract draft. So there's ways to play with the tools

(01:09:47):
and resources you have play with it. But I will
say don't just walk away with it, because if we're
in a buttload of trouble, I can only imagine, and
then imagine one more thing before I move on.

Speaker 1 (01:09:58):
Imagine if you go to and the Rutter's case fake
cases was right. Let me put this up heres case.

Speaker 2 (01:10:13):
Imagine how if I was a litigator, Because this is
how I think. So even though I don't like going
to court and do not litigating as a transactional attorney,
I studied the head guided cases. That's how it helps
me to make my argument even in contracts, because I
believe we litigate in the contract. So what I would
use I'm gonna be able to tell if you use

(01:10:35):
shatt GPT based on certain things, based on how languages,
certain things, and then I will say, oh, but we
signed this and you was the one who curated it,
and you were the one who said I'm going to
accept this document from an instrument that lawfully practiced law.

(01:10:59):
Now I way to see see how that will work
for me. Either I'm gonna get out of a contract
or I'm gonna get damages from you. There's things that
we're looking at too, so just know, you know, yeah,
make sure you pay attention to that when you're googling
anything or you're using chat GPT. But I'm gonna do

(01:11:21):
a segment on that because I've seen some people talk about,
you know, ais, we're gonna replace certain jobs, and legal
whats want to say, Oh no, they will place certain jobs,
they're gonna be hinding a lot more judges.

Speaker 1 (01:11:34):
It doesn't work that way, all right.

Speaker 2 (01:11:36):
Question five, what are the requirements and this is really
overlooked for form businesses operating in Georgia? Right, So you
will have some individuals that or even I'm gonna say
in Georgia because I'm here, but this question just take
it as what are the requirements for foreign business to
operate in another state? It is important because sometime times

(01:12:02):
we'll have our business and we'll be operating inter state
commerce I told you about in another state to where
it actually falls within their legal explanation of transacting transacting
business here, there are things that are exempted because they
want us to interest operate interstate commerce.

Speaker 1 (01:12:21):
So there's a lot of exemptions.

Speaker 2 (01:12:23):
The reason why I bring this question because I just
needs you to know because some people have been confused
on it. I need you to know, Oh, I completely
fall in the exemption, right, I'm here. You know in Georgia.
People order my products here from Georgia. But I may
be transacting with people in other states. That's exempted. You
can even have someone who have a business that's in

(01:12:46):
another state, say it's in Florida. All the products are
in Florida, but they're in Georgia. They have people operating
for them in Florida, but someone calls them in Georgia
to get products. You get the product ship from Florida
to Georgia and view them the products in Georgia. That's
still exempt. So there's the details of it. I want
to confuse you. I just want you to think about

(01:13:07):
that to make sure.

Speaker 1 (01:13:10):
What I do.

Speaker 2 (01:13:11):
If I'm crossing state lines, am I actually considered transacting
business in this other state?

Speaker 1 (01:13:17):
And the reason why I say that is.

Speaker 2 (01:13:19):
If you don't know that answer, and you're not obtaining
the certificate of authority for your business to operate there,
And that means substantially, there's different measurements they look at. Right,
So foreign corporation or business or entity. When I say corporation,
I'm talking about at all. You must obtain a certificate
authority from the Secretary of State before transacting business in

(01:13:42):
any state, but I'm gonna speak of Georgia, and if
you do not do that without the certificate, you cannot
maintain any legal proceeding.

Speaker 1 (01:13:56):
And that's in Georgia.

Speaker 2 (01:13:58):
So say I'm operating and you have an issue with
someone didn't pay, you, didn't deliver, didn't do something. All
these letters went back and forth, demand the adinn't do it.
Now you're ready to just I'm gonna just take you
to court.

Speaker 1 (01:14:11):
The course says no.

Speaker 2 (01:14:14):
Without the certificate of authority, and you was transacting business here,
you can you cannot enter our court doors.

Speaker 1 (01:14:20):
You cannot do it now.

Speaker 2 (01:14:22):
Yes, there's times with courts here and Georgia especially would
say you can't enter them.

Speaker 1 (01:14:27):
So we'll dismiss this.

Speaker 2 (01:14:29):
And what we call in the legal world is without prejudice,
meaning if we dismiss something without prejudice, you have the
opportunity to bring it back to court. If we dismiss
it with prejudice, it's done. So a lot of times
we'll say we're gonna dismiss this claim that you have
without prejudice. We're gonna give you a chance to go
get the certificate of authority so you may find out.
Then oh, I never knew I need one. You can
get it then, and then you know you can bring

(01:14:52):
whatever action in court. Now, let's flip that. So remember
you need a certificate authority as a business owner. Do
I need one to make sure I'm protected? I could
bring somebody to court? Okay if I do? Boom, say
if you did need one and you don't have one,
and you are transacting business considered in Georgia, if someone

(01:15:13):
else has an issue with you, they can bring you
to court. That's under some totally jurisdiction, and the long
arm arm statue is totally different, and people get that confused.
You may not be able to raise a claim and
maintain a claim, but someone can bring you drag you
in the court. So you want to make sure that
you're protected all the way around.

Speaker 1 (01:15:37):
Let me see see the question come up? All right?

Speaker 2 (01:15:48):
You said when you say foreign company, does that mean
a non US company?

Speaker 1 (01:15:53):
No? No, no, okay, So let me back up.

Speaker 2 (01:15:56):
So to clarify, when we look at that certificate of
authority for Secretary State, I'm not just talking about foreign
company outside. It could be that I'm talking about each state.
If you're not domiciled in that state, if you're not established,
lived built that entity in that state, and it was
a different state. We might give the Florida Georgia. If
you come over to Georgia, you considered the foreign company.

(01:16:16):
In that sense, it's state by state. So if I
established an entity in Georgia and I'm operating by selling
products or services, but I felt like, but I live
in Florida, I establish the business there, that's a foreign company.
That's a foreign company. So it's not foreign, just foreign

(01:16:40):
outside of the US. Nope, state by state, and again
let us not get confused. And I just give example
for Georgia. I can't speak for anybody else in other
states who maybe listening, go check your stuff. But in Georgia,
those are some things, and we have non exhaustive list
of what is exempt. They the way Georgia addressed it

(01:17:02):
was instead of listing what is transacting business, they did
it from what's not. So if you you know, feel
uncomfortable any reason, you can look at that and remember
if for some reason later on, depending on the situation,
you find out I should have gotten that. A lot
of times the court may will give you a chance

(01:17:23):
to go get it and then come back to court.
If that is the case, but you can check the
non exhaustive list of what is not and a lot
of times we're doing like I said, you're selling crosslines.
That's not a foreign company. But there's a lot of
times that people are they have substantial business transaction. Here,

(01:17:48):
I did write a case somewhere. Okay, let me give
you an example. Okay, here's the example. Hopefully this this
kind of ties it a little bit. You had a
general comp contractor that contracted with the Board of Education
to construct two schools. And mind you, for those listening,

(01:18:09):
this is a Georgia case I'm talking about. So for
my Georgia people listening, the subcontractor was to supply steal
on the project. And it in turn, because the subcontractor
was going to supply steal, it contacted I'm contracted with

(01:18:32):
the company to furnish certain structural steel. Now, the steal
was refused by the engineers that was actually on the job.
So you had the contract general contractor who contracted with
the Board of Education. The subcontractor, who was not in Georgia,

(01:18:55):
was just going to provide steel for the project, so
it provided the steal that still was refused by the
architect engineer that was actually doing the job. So the
subcontractor said, hey, we're a subcontractor for this general contractor.

(01:19:16):
We said we were just going to provide steal. We're
going to sue you for refusing it because it costs
a lot. They lost a lot of money by refusing
it and all that stuff they supposed to have had
the job.

Speaker 1 (01:19:29):
The council.

Speaker 2 (01:19:32):
For the subcontractor argued this transaction, hear me now, was
an exception under interstate commerce because with the defendants try
to say, is you can't sue us. You was transacting
business in Georgia and you didn't have a certificate authority,

(01:19:54):
so you can't sue us anyways for rejecting the steal.
The council for the upcontractor came and said, oh no,
they didn't need a certificate of authority. They were just
providing still, so that falls on the exception of interstate commerce,
which is an exception I told you. In Georgia, the
courts looked at everything type of judge or the type

(01:20:19):
of day. The court said, hm, you were supposed to
provide steal. You had the responsibility for the fabrication and
delivery of this steal. The delivery of the shop drawing
that was in reference of the construction, the delivery of

(01:20:40):
that of the two schools. You came to Georgia to
do that. At the time the contract was signed for
you to be a subcontractor.

Speaker 1 (01:20:50):
You came to Georgia to do that. When there was
a meeting.

Speaker 2 (01:20:56):
You came to Georgia for that, and one of the
engineers and a couple of your employees some contractor during
the progress of the job, they came to just check
out how things were performed. Because you did these extra things.

(01:21:19):
It is not interstate commerce. It was substantial and you
were transacting business in Georgia. You need a certificate of
authority to do that, so you cannot bring this to court.

Speaker 1 (01:21:32):
So I hope that kind of.

Speaker 2 (01:21:35):
Hammers that in because I picked that one because it
touches on all the points I made where I said,
we are exit with interstate commerce, but also you have
to make sure you don't go out of I was
an exempt status, but I did these extra things that
brought me into a substantial business transaction in Georgia status.
All right, Question six, what are the employee you have?

(01:22:02):
This is what you're asking yourself. Top seven We're almost there.
Where are the employment laws and obligations I need to follow?
This goes back up to the top. Remember I told
you I'm I'm gonna get to it. What I talk about.
You need to have those agreements when you ask yourself
what contracts should I have from the start. And one
of those contracts I mentioned is independent contractor, because that's serious.

(01:22:27):
When we're shaking hands and we're just telling people to
do things, you can easily fall out of.

Speaker 1 (01:22:33):
The independent contractor. I'm gonna say, I see definition to employee.
That happened. There's a lot of issues that can happen.
And when you're.

Speaker 2 (01:22:44):
Determining whether someone who is working for you or not,
when you determine I'm actually even say who Georgia determined
Like you may say it's one thing, but when determining that.

Speaker 1 (01:22:56):
Here in Georgia, in the Georgia court, they're gonna look
at should the person you hire been classified as an
independent contractor or should they have been classified by the
employee laws based on several factors. And they're gonna consider

(01:23:16):
those several factors and what we call it here legally
is called the primary test. They're gonna look.

Speaker 2 (01:23:20):
At if whether you, as the business owner, had a
right to control the time, the manner and method in
which they are providing whatever this service to you, Do
you control that?

Speaker 1 (01:23:34):
Do you control the time, manner and method. That's the
basis where it starts.

Speaker 2 (01:23:41):
And if they determine that you, who said you hire
this person as an independent contractor, retains that control, they're
already going to lean to the side that this independent
contractor is actually your employee. But if they're free to
determine how the work is performed, and you know they

(01:24:04):
only you only require specific results, then they're more likely
an independent contractor. But they'll go further. They'll look the say, okay,
I'll look at some additional factors. First of all, what
type of occupation is it, Is it a distinct occupation

(01:24:24):
or not? What skills are required for the work, whether
you as the owner, did you supply them tools and
a workplace?

Speaker 1 (01:24:37):
How long.

Speaker 2 (01:24:39):
Was this relationship? And then this goes to the point
I was making earlier. Is there a contract? Is there
a contract in place? We talked about a year longer,
so that's already a big issue. Is this independent expect
it to be longer than a year. But they look
at if the contract is in place, and then they'll
look at did this contract establish an independent contractor relationship?

(01:25:05):
And it shows that you in them your intent was
to reflect that. But if they even look at that
and say, yeah, there's a contract, it shows their intent
was reflected. But with this primary test and its balance
and act still the method manner and means meant that

(01:25:28):
you controlled everything, then they can actually be considered an employee.
So they look at the totality of everything, but they
focus on the degree of control. So please, as you're
starting or currently running your business, if you deal with
independent contractors, one put in writing with expectations are but

(01:25:52):
be very cognizant that you are not maintaining complete control
to where you are now.

Speaker 1 (01:26:00):
To be.

Speaker 2 (01:26:02):
An employer versus having an an independent contractor relationship, because
if you don't, there's a lot of things that you
may be on the hook for. If someone is an
independent contractor and they do something to harm whoever you

(01:26:25):
all are serving, then they need to have their assurances
and they haven't need to have their things and stuff
in place, but their employees. There's things that you expected
to have in place to help them. There's all types
of work of conversation. You're called in You're called what
we say in the legal term, vicariously liable for their actions.

(01:26:46):
So if they do something, you did it. In dependent contractor,
if they did something, they did it. But if you
move to that employee, they able to slip into there.
If they did something, you actually did it, you're vicariously liable.
So please, if you deal with independent contractors, or you're

(01:27:06):
going to deal with independent contractors, ask yourself, what are
the employment laws around me? How do I make sure
I don't slip for my ic relationship to employer employee relationship.
This has happened very easily, and I see it a lot.
Let me tell you why I see it a lot
because it goes back to the mindset was telling you

(01:27:27):
this is my baby. I'm gonna tell you how to
You gotta find a way to say, be very candid
all your deliverables. That's how you protect yourself. Right when
you're talking about what your deliverables are, the standard of
those deliverables with you know send backs may be. You
can find a way to get what you want without

(01:27:47):
controlling the manner, method and means of how to get it.
I hope that makes sense. So you want to make
sure you understand that balance because if you don't, and
there's a lot of cases where individuals not just vicariously liable,
a lot of them found out because they robbly consulted attorney.

Speaker 1 (01:28:05):
More than likely, Oh I could be asking for this. Oh,
because they look at the pay how you're paying them
to oh this rate? Oh wait, I get overtime. They
were supposed to give me overtime. They valated labor laws.
So you don't want to slip into that employer employee.
So make sure one things are in writing. Don't go

(01:28:28):
with the verbal, forget the implied. Put it in writing,
show your intentions. But more importantly, because they look at
the totality, make sure you're writing in there where you're
relinquishing control, but you're respecting a certain type of deliverable.

Speaker 2 (01:28:49):
I hope that makes sense. All right, Number seven, we

(01:29:12):
did the top seven. I hope you were tracking with me.

Speaker 1 (01:29:17):
This one. We talked about this whole time.

Speaker 2 (01:29:21):
Forming a business entity, and we know the reason why
we form a business entity is one for protection. We
want to protect our personal assets. A limited liability company, corporation.
I don't care what you have, right, whatever you have

(01:29:45):
has its limitations too, so you have to ask yourself
and what you're doing, especially what liabilities and risks do
I need to prepare for and will this limit liability

(01:30:05):
be enough, this corporate shield be enough. There's times where
directors and officers are not covered, So you need to
think about do I need insurances what we call the
d and O insurance Director and Officers liability insurance to
help protect directors and officers agents of the corporation against

(01:30:31):
liability for wrongful acts and their official capacity. Think about
those insurances if that's what you have a corporation. Would
you possibly need a commercial general liability insurance if you're
running a business commercial business to cover legal liability for
any type of bodily injury, property damage, damages that exceeds

(01:30:55):
that limited protection. Do you have specialized business service that
you offer where you may need malpractice insurance?

Speaker 1 (01:31:06):
So you have to think what I'm doing is the
protection of this entity enough to cover.

Speaker 2 (01:31:16):
The liability? And then you have that at yourself. Well,
when can I personally be sued even with this business entity?
And that's one of the reasons why you definite wanta
MA sure you have assurance I'm gonna give you example.
And I've heard people say this, well, sue me, what

(01:31:37):
are you gonna get? Company will have anything. And so
me back up a little bit too. When we talked
about the company limited liability, if someone sues you, they're
limited to the liability of that company. If it's a
company transaction that caused the suit, they're limited to that.

Speaker 1 (01:31:50):
So that means they limit to the assets there.

Speaker 2 (01:31:54):
And mind you, although we establish this limited liability company
or corporation to protect it, we don't want people taking
all of our assets either. Yes you can, I'm not
gonna talk about it now, but you can have holding
companies separate things so that way, you know, if this
company get in trouble, they can't get it. But they
go into this company and they're trying to get all

(01:32:15):
these things. And some people say, go ahead, go into company,
take what you want. You're not gonna take anything, doesn't matter,
go for it. Then I'll go start a new company.
Can I tell you what the courts are doing? Can
I tell you what the attorneys are doing?

Speaker 1 (01:32:28):
Yes?

Speaker 2 (01:32:29):
I can tell you because you're here. And this is
why I wanted to end on this note, because this
is very important. When a company has no assets to
satisfy a judgment. The judge doesn't just look at and
definitely the attorneys don't just look at where they have nothing.

Speaker 1 (01:32:47):
So bad, so sad these.

Speaker 2 (01:32:50):
Judges, attorneys, creditors, they're gonna start exploring so many more
ways to recover. They're gonna look at so many remedies.
They're gonna look at, was whatever happened based on a
fraudulent transfer? Like did you move something knowing a lawsuit

(01:33:11):
was coming? Did you did you have something and then
you move it was a fraudulent transfer. Oh, they're gonna
get it all.

Speaker 1 (01:33:16):
That was the same. That's the thing with Cardi B
and Tasha K. You move something when you're not supposed to.

Speaker 2 (01:33:22):
You cannot even if you had the intention to already
move something before a lawsuit. You had this intention if
if you if it comes in a pipeline that you
have a lawsuit or potential there's a potential lawsuit, and
you move it within that time of knowing or should
have known, it's fraudulent transfer. So now they're going outside
your LLC and going wherever you put that at. But

(01:33:44):
this is the bigger one, piercing the corporate veil that's
the easier one for an attorney. I will go that
way first, and then reverse engineering. I'm gonna start with
to pierce in the corporate veil. Why would I start there?
That's the easiest thing because we're not separating ourselves from
our legal entity.

Speaker 1 (01:34:05):
So what we'll say is, how can I pierce.

Speaker 2 (01:34:10):
This protective shield that this business owner have to make
me just go into the business to now go into
the business and everywhere else that they got, I want
to pierce their veil. And that means if you are
coal mingling money, if you are not separating yourself as

(01:34:30):
a legal entity, you signed those contracts as you and not.

Speaker 1 (01:34:34):
In the capacity or the authority of what you should
be signing those contracts.

Speaker 2 (01:34:41):
If you are using companies money for personal debt, but
you're not tracking it as if it's paying you, and
that happens easy, right, especially if you are a sole member.

Speaker 1 (01:34:51):
Things move.

Speaker 2 (01:34:55):
So many ways that they will pierce that veil. That
means they get them, move the shield, move the company,
they get whatever's in the company, and they're coming after
you personally as well, not just for the damages compensatories
what we call it, the damages that happen are accrued

(01:35:17):
from the thing that happened, but also for punitive damages.

Speaker 1 (01:35:20):
They're punishing you for the way that you operate.

Speaker 2 (01:35:24):
Right, and so now when you say I don't have anything,
they're gonna get what you didn't have, what you do have,
and what you may eventually have, which means that puts
you in a place that if you say I have nothing,
you will never be able to get anything because by time,
every time and any time you get something, it is
fulfilling a judgment. So now it's hurting you, your heirs

(01:35:47):
is hurting until they actually can recoup. So if they
move all that stuff out the way, then they're gonna
get you. So see, please don't go on an argument
that I don't have anything. Anyway, we will we will
find out. And I say we, I'm talking about the
judicial system. I'm talking aout attorneys, I'm talking about judges,
I'm talking about even the creditors. How can I move

(01:36:09):
this thing out the way, because at some point they
got they have something and and or they will get something.
Otherwise we wouldn't be business owners striving for it. And
I'm gonna make sure we have this thing over their
head at all times until we recoup what we want
to recoup.

Speaker 1 (01:36:24):
I'm gonna give you a example of a case. There was.

Speaker 2 (01:36:30):
An owner in Georgia of a nightclub, So honor, you're
so owned. As I said, most of the issues come
especially for so owners.

Speaker 1 (01:36:37):
Or maybe you know two.

Speaker 2 (01:36:40):
Partners of a nightclub who was held liable for an
eighteen year old who left that nightclub and was intoxicated
and was killed when she lost control of her car
instruct a tree. So owner struggling nightclub. I mean, I

(01:37:04):
really don't have anything. I'm putting all my blustward and
tears in this. Anyway I have any don't, I don't.
What are you gonna get? I don't have anything? Okay, Well,
the jury pierced the corporate veil, and when they pierced
the corporate veil, they found the nightclub owner jointly liable
with the corporation. So it says, if this corporation was

(01:37:24):
to continue one, we're gonna get whatever we can from
this corporation to fulfill this judgment. If we squeeze all
that milk out, if you still run, we'll continue to
get that.

Speaker 1 (01:37:34):
But you're jointly liable.

Speaker 2 (01:37:36):
Same thing with Tasha can Cardi B because of the
fraudulent she became jointly liable.

Speaker 1 (01:37:40):
We're gonna go for your personal.

Speaker 2 (01:37:44):
Assets as well for these compensatory impunitive damages. And the
reason why they was able to pierce the corporate veils
because the court found that the nightclub owner cole mingled
individual and corporate assets. So a lot of times we
buy things and we don't separate. Was this for the

(01:38:05):
business or was this for me? I'm using my printer
for me, but I said, I'm using my printer for business.
I'm using my car for me, but I'm using my
car for business. We got to find a way to separate.
And some people say, well I can't get two cars.

Speaker 1 (01:38:19):
That's fine.

Speaker 2 (01:38:20):
Well, documentation show when this was actually when I'm using
for business and this is when I'm using for not
Remember I said formality versus flexibility. Yeah, we don't have
to document all this stuff until we have to document
all the stuff. And so they come the nightclub owner
call mingled individual and corporate assets. The nightclub owner assumed

(01:38:43):
the personal corporations financial liabilities. And we do that right,
because we're like, I'm funding my business, I'm assuming these
financial liabilities like oh something from here, I'm paying it,
but they're not paying it in a way where the
bi business is handling that, I'm handling that for my business.

Speaker 1 (01:39:06):
They use.

Speaker 2 (01:39:08):
Corporate funds to directly pay mortgage notes and other expenses.
So the court saying, yeah, this is a can do
it for you, right, this business thing is that can
do it. But you are literally one and the same
where the entity was supposed to separate you all. You
only wanted the same for tax purposes, remember, but business

(01:39:29):
entity wise, m M, that was pierced. And so when
that was pierced and the jury looked at it, the
judge looked at it, everybody looked at it. Creditors were happy.
The court upheld the jury decision to pierce that corporate veil.
And you know where the business owner transfer those corporate assets,

(01:39:53):
co mingle the money, use the funds for personal purposes.
So that's why you need to ask yourself for that
last question. That's why I wanted to end there. That's
what we really get hung up, especially when we think
we don't have anything. So I'm not gonna sweat too
much because I don't have anything. Anyway, I always tell

(01:40:14):
people you have something, you born, you have something, and
then you may have people behind you, and that judgment
will hang over to you, over you until it's fulfilled.
So ask yourself, what are my liability risks do I
need to prepare for? Are there any extra assurances that
I need so if they come out of my LLC

(01:40:35):
it can be covered there. Or if I'm in my LLC,
but this doesn't cover this situation. Those are the questions
that you need to ask.

Speaker 1 (01:40:46):
Ryan. I wanted to make sure I didn't miss any questions,
so that was it. I think I did an amazing job.
My goal was to try to finish in an hour
and a half.

Speaker 2 (01:40:58):
I just went eight minutes over, and I'm gonna count
that because I was addressing questions and I want to
make sure that I didn't miss any because the questions
are important because it helps me to cover things that
you know, I only know what to cover based on
my experiences with things that have happened with my knowledge.

(01:41:20):
But you may have something that I was like, oh,
I didn't even think to you know, bring that one up?

Speaker 1 (01:41:33):
All right? This was oh, thank you.

Speaker 2 (01:41:37):
I want to put both of you guys up. I
will follow all the rules, keep minutes of my minutes.

Speaker 1 (01:41:45):
See that's what I'm saying. Good job, bring it up.
Minutes of.

Speaker 2 (01:41:49):
Minutes meaning meeting of minutes. Make sure you have that.
And it sounds crazy, right, I get it, And a
lot of people say, it's just me. But remember you
are not your entity. And remember I talk about protection
and perception. When people start seeing that you're doing these things,
they're already it's like a different language. It's like you
learned how to speak another language. No one's telling you

(01:42:11):
that they're paying attention to it. Though, are we speaking
the same language or does it need to be a translation.
When you speak the same language and other people you
are looked at, it keeps going up.

Speaker 1 (01:42:22):
And so if it's just you, you do I have
calendars of stuff.

Speaker 2 (01:42:26):
I don't care if you if you had an ideal,
you was running through things about your business.

Speaker 1 (01:42:31):
That's a meeting with your business. Notate that. Put the date.
However you're doing that? Is it monthly? Quarterly? You know? What?
Is it?

Speaker 2 (01:42:42):
Every six months? You just say these are the things
I thought about. The business is gonna do this. I'm
gonna do this.

Speaker 1 (01:42:47):
You write what the meeting was about?

Speaker 2 (01:42:50):
Your meeting in your mind you're meeting with your business
and you date it so minutes of meeting. Yes, which
you buy, keep a separate bank account. That's that Colemeinland thing.
Keep a separate bank account. And then when you pay
yourself out of bank accounts, you know, noteate why whether
you're writing.

Speaker 1 (01:43:08):
A check doing sale.

Speaker 2 (01:43:11):
We have that note section our stuff, don't It doesn't
need to be blank anymore earned fee for, or payment
for or salary for whatever you want to put start
notating what these payments come out for. Right, you're keeping
it separate independent contractor agreements. Yes, so you're not going

(01:43:31):
to an employee situation.

Speaker 1 (01:43:33):
It sees it's still possible. Some would could come ath
me purpose.

Speaker 2 (01:43:37):
Oh, you will say, if you follow all these rules,
can someone come at me personally? But listen, so your
question So I was reading all the things she would
say and a half, but it was actually a question.
You have a yeah, So okay, we are litigious society.
People will still come after you. The question is can
someone be successful? Can they prevail? You do all these

(01:44:01):
things as long as you don't fall in the exception
of the law.

Speaker 1 (01:44:05):
What do I mean by that? If you did all
these things?

Speaker 2 (01:44:09):
But they're coming after you because it was intentional negligence,
you know, some type of fraud. Those things take you
out of the protection. And even if you think about
it with some insurances, you have to be your insurances.
Assurance will say we'll cover you, but if something was
done under these things, it won't cover you.

Speaker 1 (01:44:27):
So yes, they can come after you personally.

Speaker 2 (01:44:30):
But if you it's not fraud, intentional negligence or all
the you know, illegal things, and you did these things,
come at me all day, You're gonna waste your time
and then I'm gonna recoup any refees because I'm gonna
prevail for coming after me. But if anybody that has
an attorney, a competent attorney, assesses your situation and see

(01:44:50):
that you have all these things, wouldn't take it.

Speaker 1 (01:44:53):
I wouldn't. I'd be like, this is not no, it's
a waste my time. You wouldn't take it.

Speaker 2 (01:44:59):
So let's see, Okay, is my company paying my health
and wellness business for me?

Speaker 1 (01:45:12):
No?

Speaker 2 (01:45:12):
No, it's just like when we work for corporations of
companies that pays those things. What helps you with definitely
having a strong argument about piercing corporate veil is documentation
it's how you're documenting things. It's how you're paying those
things that will absolutely help you. And there's a way

(01:45:35):
when you do your taxes right, those things are tax righters.
There's way that happens. So that's showing, that's the business
that's doing that. There's tax riders when you pay yourself
health benefits in a certain way, So talk to the
tax account make sure you're doing those things right. So
it's really about documentation more than it is our movement.
A lot of times we're just moving with informality. It's

(01:46:00):
no formality to it. So it's called mingo. But like
maybe I told you, Okay, well the money's in my
business account, but I gotta get the money to go
on my personal account. Does that like, no, I'm notating
earned fees, you know. So everything is about documentation and
how you're showing the separateness of it. And we're not

(01:46:20):
perfect human beings, so the court will look at if
you've been operating all this different way and something stood
out because it's a member, it's a balance and test.
They looked at everything with that. The example I give
you with the case with the night owner nightclub owner,
it was almost everything showed that way. Well, if you're
showing it, it's still a reflection of you understand the
separateness and maybe there's something here that you need to

(01:46:41):
get a little stronger on. So you want to just
make sure everything you're documenting, you're always doing.

Speaker 1 (01:46:47):
It within your mind.

Speaker 2 (01:46:49):
I'm me, that's that company, not that's my baby, and
I can operate the way I want what I'm me
and that's that company, and you're doing it agreement between
that entity.

Speaker 1 (01:47:05):
Thank you so much.

Speaker 2 (01:47:08):
You all make sure that you if this was very helpful,
share with individuals that need to hear it, go back
and listen and dissect this stuff.

Speaker 1 (01:47:18):
Yes, I will bring on guests to bring the diverse.

Speaker 2 (01:47:23):
Information, nuggage education on so many levels, but I also
keep trying to make sure I have pockets where it's
me and you and I'm talking about the things that
is going to continue to elevate it. So between the
totality of guest and myself, let's elevates.

Speaker 1 (01:47:41):
Let's do that.

Speaker 2 (01:47:42):
So if you can answer those seven questions, you're not
just building a business, You're building a legacy. Don't guess,
don't copy, get clear, stay protected, you.

Speaker 1 (01:47:52):
Know, and share with other entrepreneurs.

Speaker 2 (01:47:54):
That's a wrap for today's episode of Seek Elevation Experience.
I thank you so much for tuning in and gay Oh,
you guys engaged a lot helping me to go. I
thank you adding value. That's what you did to this
powerful conversation. So remember, the more you know, the more
you grow. The more you learn, the more you earn.
But when you share, your care so make sure you share.
Don't keep this knowledge to yourself. A spread the wisdom

(01:48:17):
and let's continue to elevate together until next time, keep growing,
and most importantly, keep seeking elevation, peace and progress

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