Re: sole proprietors, what do you call yourself

I'm an attorney and your accountant is not correct, that's an example of the
type of erroneous advice you may get when you seek advice from someone not
expert in a particular area.   As an attorney, I'm not at all uncomfortable
advising clients to use whatever titles they want.  I also recommend,
however, that when you sign any contract or legal instrument you use the
full name (as depicted on the charter filed with the stateof organization),
followed by the appropriate state law suffix [Inc, Ltd, Corp, LLC, LP, LLP,
LLLP, etc, then the phrase = " a ______[state of formation--e.g. Virginia,
Delaware] _______[type of entity-e.g corporation, limited liability company,
etc.]

If you do not use a business entity at all,you really should consider
operating as a single owner limited liability company.  For IRS purposes,
those are generally treated as "disregarded entities" [i.e. no separate tax
returns, you file and report in all respects as a sole proprietor], but for
state law purposes you have a liability shield and the advantages for trade
purposes of trading as an entity.  That is a very simple entity to form,
most states provide the form for free on the website of the Corporation
Commission/Secretary of State [in Virginia its
http://www.state.va.us/scc/division/clk/forms/llc1011.pdf
you fill in 4-5 blanks, pay a nominal filing fee and then have liability
protection.  Most state laws require a local registered agent, so you will
probably want to form one in the state you reside in so that you can serve
in that role yourself, or you can pay an attorney or similar service corp. a
fee (most range from $100-$300 per year).

The laws are different from state to state, though, so usually its not a bad
idea to seek a local business law attorney for advice and to be your
registered agent.  Also, by establishing a relationship with an attorney,
you then have someone to call if you get sued, as opposed to having to find
an attorney when you are under the pressure to respond to a law suit (most
states only allow 21 days to respond, so folks without counsel often end up
being represented by the first lawyer they could find to take the case as
opposed to someone with familiarity with their business and/or expertise in
the claim at issue.

----- Original Message -----
From: "Karen Mibus" <klmibus(at)earthlink.net>
To: <hwg-business(at)hwg.org>
Sent: Friday, March 09, 2001 9:11 AM
Subject: RE: sole proprietors, what do you call yourself


> My accountant made it very clear that it would be misleading to call
> yourself a CEO if your business is not a corporation.  Perhaps the
attorneys
> on this list could clear up this issue please?
>
> Karen L. Mibus
> ActionWeb Designs LLC
> klmibus(at)actionwebdesigns.com
> V: 518-459-7732
> F: 1-877-220-1281
> www.actionwebdesigns.com
>
> -----Original Message-----
> From: owner-hwg-business(at)hwg.org [mailto:owner-hwg-business(at)hwg.org]On
> Behalf Of Bob Webb
> Sent: Friday, March 09, 2001 8:10 AM
> To: hwg-business(at)hwg.org; Lynn Zelvin
> Subject: Re: sole proprietors, what do you call yourself
>
>
> Call yourself CEO - its a common term for the chief executive oficer of a
> business.
>
> Any business, whether incorporated or not (e.g. partnership, limited
> liability company, or sole proprietorship) may give any employee any job
> title desired (including "President" "CEO" "Chairman" or anything else.
> My clients using non-corporate forms of business frequently adopt
> "corporate" style titles just so they use a title in the trade that
"sounds
> typical"   Most states abolished the need for any specific corporate
> officers when they implemented the Revised Model Business Corporation Act"
> in the 80's.  Virginia, my state, provides "A corporation shall have such
> officers with such titles and duties as shall be stated in the bylaws or
in
> a resolution of the board of directors that is not inconsistent with the
> bylaws and as may be necessary to enable it to execute documents that
comply
> with subsection F [legal filings].  You need to check the laws of the
state
> in which your entity is formed.
>
> When submitting formal legal filings to a government agency, you need to
> consult the appropriate regulations and make sure its signed by a person
> with the requisite title.
>
> You also don't want to give people titles which convey the impression of
> authority that you don't want them to have.  I.e. if you give someone the
> title of CEO - they have apparent authority to sign significant contracts,
> whereas an assistant secretary may not.
>
> Bob Webb
> www.webbcounsel.com
>
> ----- Original Message -----
> From: "Lynn Zelvin" <lzelvin(at)concentric.net>
> To: <hwg-business(at)hwg.org>
> Sent: Thursday, March 08, 2001 12:21 PM
> Subject: sole proprietors, what do you call yourself
>
>
> > Hi,
> >
> > This is a small but ever-present question.  As a sole proprietor of my
own
> > business, I feel rather pretentious calling myself the CEO, but the need
> for
> > a title keeps arising.  What do others do?
> >
> > Lynn Zelvin
> > lzelvin(at)concentric.net
> > http://www.AeonAccess.com
> >
> >
> >
>
>
>
>
>

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