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Registering your wedding business

Once you’ve decided on the name (hooray!), you’ll need to register it.  Because I work with clients in the US and in Canada, I’m going to do my best to break this down by country.  Disclaimer! Your requirements may differ from state to state and province to province.  I highly recommend you research the rules and regulations in your market.  I’ve provided some links to get you started at the end of this post.

Canada:

  • First things first: you need to decide the structure of your business.  Essentially, you have three choices:  Sole Proprietorship, a Partnership, or a Corporation.  Here is a simple description of the differences between all three (excerpts from New Business Now).

◦     Sole Proprietorship:  This is the simplest and least expensive structure.  Essentially, you are considered self-employed, and are personally responsible for all aspects of your business.  You assume all risks, accept all profits and losses, and pay all taxes, including income tax, on your personal tax return.

◦     Partnership:  This is when you have one or more owners of the business.   A partnership is similar to a sole proprietorship in that all owners are personally responsible for all aspects of the business.  Partnerships typically fall into one of two categories: general, and limited.  In a general partnership, both partners are involved in managing the business. In a limited partnership, all partners own the assets of the business, but one or more of the partners are not involved in the management of the company; they provide capital (money) only.

◦     Corporation:  Although more complicated and expensive, setting up a corporation allows for limited liability which generally limits personal liability to a maximum amount equal to the amount of share capital each owner (shareholder) has contributed to the business. Unlike sole proprietorships and partnerships, where all the personal assets of the owners can be seized to pay for their debts, obligations and liabilities, as the owner of a corporation, you generally cannot be held personally responsible for the company’s debts and other liabilities.

Ultimately, deciding upon your business structure will depend on a variety of factors.  Keep in mind that if you set your company up as a sole proprietorship, you can always incorporate at a later date.  I strongly recommend consulting with an accountant and/or a lawyer to decide which structure is best for you.  For more information on structuring your business in Canada, click here.

USA

  • Similar to Canada, you have several options available to you when determining the structure of your business.  For accuracy and ease, I’m quoting directly from the US Small Business Administration.

◦     Sole Proprietorship:  A sole proprietorship is the simplest and most common structure chosen to start a business. It is an unincorporated business owned and run by one individual with no distinction between the business and the owner. You are entitled to all profits and are responsible for all your business’s debts, losses and liabilities.

◦     LLC: A limited liability company (LLC) is a hybrid type of legal structure that provides the limited liability features of a corporation and the tax efficiencies and operational flexibility of a partnership.  The “owners” of an LLC are referred to as “members.” Depending on the state, the members can consist of a single individual (one owner), two or more individuals, corporations or other LLCs.  Unlike shareholders in a corporation, LLCs are not taxed as a separate business entity. Instead, all profits and losses are “passed through” the business to each member of the LLC. LLC members report profits and losses on their personal federal tax returns, just like the owners of a partnership would.

◦     A corporation (sometimes referred to as a C corporation) is an independent legal entity owned by shareholders. This means that the corporation itself, not the shareholders that own it, is held legally liable for the actions and debts the business incurs. Corporations are more complex than other business structures because they tend to have costly administrative fees and complex tax and legal requirements. Because of these issues, corporations are generally suggested for established, larger companies with multiple employees.  For businesses in that position, corporations offer the ability to sell ownership shares in the business through stock offerings. “Going public” through an initial public offering (IPO) is a major selling point in attracting investment capital and high quality employees.

◦     A partnership is a single business where two or more people share ownership. Each partner contributes to all aspects of the business, including money, property, labor or skill. In return, each partner shares in the profits and losses of the business. Because partnerships entail more than one person in the decision-making process, it’s important to discuss a wide variety of issues up front and develop a legal partnership agreement. This agreement should document how future business decisions will be made, including how the partners will divide profits, resolve disputes, change ownership (bring in new partners or buy out current partners) and how to dissolve the partnership. Although partnership agreements are not legally required, they are strongly recommended and it is considered extremely risky to operate without one.    
There are three general types of partnership arrangements:

▪     General Partnerships assume that profits, liability and management duties are divided equally among partners. If you opt for an unequal distribution, the percentages assigned to each partner must be documented in the partnership agreement.

▪     Limited Partnerships (also known as a partnership with limited liability) are more complex than general partnerships. Limited partnerships allow partners to have limited liability as well as limited input with management decisions. These limits depend on the extent of each partner’s investment percentage. Limited partnerships are attractive to investors of short-term projects.

▪     Joint Ventures act as general partnership, but for only a limited period of time or for a single project. Partners in a joint venture can be recognized as an ongoing partnership if they continue the venture, but they must file as such.

◦     An S corporation (also referred to as an S corp) is a special type of corporation created through an IRS tax election. An eligible domestic corporation can avoid double taxation (once to the corporation and again to the shareholders) by electing to be treated as an S corporation. An S corp is a corporation with the Subchapter S designation from the IRS. What makes the S corp different from a traditional corporation (C corp) is that profits and losses can pass through to your personal tax return. Consequently, the business is not taxed itself. Only the shareholders are taxed. There is an important caveat, however: any shareholder who works for the company must pay him or herself “reasonable compensation.” Basically, the shareholder must be paid fair market value, or the IRS might reclassify any additional corporate earnings as “wages.”
For more information on structuring your business in the US, click here.

Once you’ve decided on your business structure, you’re going to want to make sure you’re business name is available, so on to our next step.

  • You’re going to want to get a name search completed to see if your business name is available.   Although this isn’t required if you’re planning on operating as a sole proprietorship, it’s highly recommended.
  • In Canada, both Alberta and Ontario require a name-search in order to incorporate your business.  If you want to register your business nation-wide, you’ll need to do a Canada-wide search.   For information on the requirements in your province, click here.
  • In the US, you also need to register your business name.  For information on naming requirements, click here.

Even if  a name search is not required in your province or state, I strongly recommend it.  The last thing you want is to spend the money registering your business only to find out that the name is taken in your area.

Once this is complete and you’ve determined that your business name is available to you, you can move on to the next step and formally register your business.

  • How you register your business will depend on how you have structured your business.  If you’ve decided on a sole proprietorship, you can register your business online or at your local registry. You’ll have to pay a fee, and fill out some paperwork.
  • If you’ve decided to structure your business as a corporation, the process is a little more complicated.  My recommendation is to work with a professional – they can take you step-by-step through the process, which includes developing your minute book, assigning shares, and registering your corporation with the government.  Though there are some online services that will do this for you, I recommend meeting with a professional in your area so that you are receiving personalized advice throughout the process.

Once you’ve registered your business, (YAY! Congrats!), your next step is going to be the bank.  You absolutely should open a separate bank account for your business, even if you’re operating as a sole proprietorship.

  • I recommend opening both a checking and savings account – one for your day-to-day business operations, and one for setting aside savings to pay your taxes.
  • Shop around!  Not all banks are created equal.  Ask for detailed information regarding their monthly, yearly, and per transaction fees.
  • Order checks (or if you’re Canadian, cheques!)  I know, you might not think you’ll need them, but I like using cheques in my business – the paper trail makes it easier for me to keep track of my expenses.  You can either use the cheques provided by your bank, or order custom cheques that have your logo on them (Canada), (US).
  • Decide if your business will need a credit card.  Eeeeep! I could write a whole blog post on this!  But for the sake of simplicity, let me say this:  If you are the type of person that is awesome at managing credit (for example, you pay of your entire personal credit card balance every month), then go for it!  Certainly, there are advantages to having a corporate card, especially if you have a travel-based card.  However, if you’re like me and are absent-minded and always seem to carry a balance and occasionally even miss payments (gah!), then do yourself a favour and skip the credit card.

Finally, you may be required to apply for specific permits and/or licences specific to your location.  Some cities and towns require you to have a business permit in order to operate a business – even if you’re home-based.  To find out more information on permits and/or licenses required in your specific location in Canada, click here.   In the US, click here.

Whew!  You’re all set!  I know it seems complicated, but once you get this process started, you’ll be well on your way to establishing your wedding biz!

This is a big one, and it actually ties into most of the other building blocks that I’m going to mention here.  I get that one of the reasons starting a wedding business is so attractive is because in theory, it requires very little money to get started.  There is no required training, you don’t need an office, and depending on what sector of the industry you’re going into, you don’t even need inventory or products.  But there are some things that you DO need, and they cost money.

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