• the social security taxable wage base is now $102,000 (versus $97,500 for 2007)
• the maximum deductible limit for IRA’s (traditional or ROTH) is now $5,000 (up a thousand from 2007)
• the business mileage deduction is now 50.5 cents per mile (up two cents per mile from 2007)
• the standard deduction has increased - for married filing jointly it is now $10,900 and for single/married filing separate it is $5,450 (a slight increase of $200 and $100 respectively)
• the personal exemption is now $3,500, up a hundred dollars; and
•  the annual exclusion for gifts given remains the same as last year at $12,000

Knowing these changes now may help you take full advantage of them during the year.  If you are aware of other tax issues that affect you every year, check the IRS web site at IRS.gov to see if there has been a change or consult with your CPA.

The Top 5 Mistakes I see potential tenants make are:

1. Not forming a LLC or corporation first.  You should go into negotiations with your separate entity already formed and ready to be named as the lessee.  If you can avoid a personal guarantee, you’ll sleep easier at night.
2. Not knowing what to ask for from the landlord.  Do you want to abate the rent until you open for business?  Do you need financial help with the construction costs?  You need to think through what you will need before you sign the lease, after which it is too late.
3. Not understanding the terms.  What is a triple net lease?  What services will the landlord provide and which services are you responsible to provide?  If you haven’t negotiated a lot of leases, the terms can be confusing.  Make sure you understand all of them before signing anything.
4. Not being willing to walk away.  There is a lot of commercial space out there and you should be willing to move on to the next opportunity if you can’t agree on terms that make sense to your business.  Often, an entrepreneur will make changes to his or her business model to fit the lease - that’s backwards.  If you believe there is only one perfect location for your new business, then I would seriously consider a new business. 
5. Not understanding the costs of build out and start up before signing the lease.  Getting construction sticker-shock after you have signed the lease is a terrible, terrible thing.  Make sure you have a firm handle on the projected costs of getting your proposed location open BEFORE you sign a lease.  Once you’re in, you’re in and the landlord is not going to be sympathetic when you can’t make the rent payment because of your oversized start-up costs.

Keep in mind that in most commercial lease situations, the landlord and its agent will have much more experience than you.  They do this type of work everyday while most entrepreneurs will only negotiate a handful of leases in their working life.  This makes it crucially important to have experienced help in the form of a real estate agent and/or lawyer on your side to make sure you get the best deal possible.

In Virginia, you may form a "non-stock corporation" as the entity.  This is very similar to a traditional corporation but with no shares of stock (hence the "non-stock" in the name).  The non-stock corporation is run by either a Board of Directors or Members, or a combination of the two.  More information regarding exactly how to form a non-stock corporation for your non-profit can be found here: http://www.dietzlawfirm.com/VirginiaNonprofits.htm.

And if you’re ready to start your non-profit and want to make sure it’s done properly, check out our new quick and easy formation service for non-stock corporations. 

Here is the order that I typically recommend:

1. Form your LLC or corporation.  The reason to do this first is that all of your future agreements, whether they are leases for commercial space, contracts with suppliers, or your initial customer contracts, should be in the name of your entity.  Not sure whether you need to form a LLC or corporation?  Then read this article first: http://www.dietzlawfirm.com/5reasonstoincorporate.htm.
2. Obtain a tax ID from the IRS.  You’ll need this to open a company bank account and you can’t apply until you have your LLC or corporation approved by the State Corporation Commission.
3. Open a bank account in the name of your LLC or corporation.  NEVER comingle personal money and business money - it’s a bad idea for many reasons.
4. Get your county business license.  Every business needs to obtain a business license when starting out - check with your county or city government on how to get this done.
5. Get your state tax payment information submitted.  If your business involves collecting state sales tax from your customers, for instance, you will need to comply with the Virginia laws on remitting sales tax to the state.

When you follow the order above, things should flow smoothly as your new business starts. 

If you would like to shut down your Virginia LLC, the first step is to wind up the affairs of the LLC.  This involves collecting all of your outstanding accounts receivables (money that is owed to you), paying all of the LLC’s bills (money the company owes to others - wages, vendor invoices, rent, etc.), and distributing the excess (or profits) to the LLC members per the terms of your Operating Agreement.  Once that is done, the LLC files Articles of Cancellation with the Virginia State Corporation Commission.  The Virginia SCC will process the Articles and send back a Ceritificate of Cancellation stating the effective date of termination.  Once you have that, the LLC is done.  Be sure not to do any business under the LLC name after that point.

If you would like to shut down your Virginia corporation, you start by filing Articles of Dissolution with the Virginia State Corporation Commission.  Once you have filed Articles of Dissolution, the only activity allowed to be done by the corporation is the "winding up" of its affairs.  Like with an LLC above, this means amounts due to the corporation are collected and bills are paid.  Once this is completed, the corporation files Articles of Termination with the Virginia SCC that end its existence.  The Virginia SCC will then return a Certificate stating the effective date of termination to you and the corporation no longer exists.

The above information just relates to the organizational issues involved with terminating your existence.  There are also tax issues that must be dealt with as part of this process, which a good CPA should be able to help you navigate.

You can read all of the Virginia ranking specifics on the Forbes web site .

The answer is that you may convert your Virginia corporation to a Virginia LLC without shutting down and starting all over (see VA Code section 13.1-722.9 if you don’t believe me).  To accomplish this, you must file Articles of Conversion which need to contain a detailed conversion plan for your stock (how you’re going to convert the stock of your corporation into membership units of the LLC).  You must also include Articles of Organization for the resulting LLC as an attachment. It’s a bit complicated to get all of these documents done correctly, so you may want to use the services of an attorney that has done this before to get it done properly and efficiently.

One of the nice benefits of converting rather than shutting down and forming a new LLC is that under the Virginia Code (section 13.1-722.13), there was no interruption of the company (and therefore your limited liability never lapsed).

One thing to note, as well, is that it works the other way, too - a Virginia LLC can convert to a Virginia corporation (see VA Code Section 13.1-1010.4). Not sure why you would want to do that, though…

When you start and run a business, you will receive mailings from official-looking sources that are, in my opinion, deceptive.  While I have not seen a mailing from the company mentioned in the article, I have seen several from companies selling labor posters (minimum wage requirements, FMLA, etc.) that try to appear as if they are coming from the government and offer to sell posters to the recipients.  While the mailings are sometimes accurate in that certain notices are required to be displayed, what the mailings fail to tell you is that you can obtain the correct posters for free from Virginia and the federal government.

If you have employees and are required to post labor notices, you can visit the Virginia Department of Labor website and review an explanation of which posters are required, how they must be displayed, and then download and print them, all for free.  The U.S. Department of Labor offers a similar service for required Federal law posters, which you can also review and download for free.

When you receive mailings purportedly from government agencies or departments you have never heard of with a request to purchase something, view them with skepticism and do your research before sending in your check.

To speed things along, you may want to consider expedited services.  Expedited services are available for many business entity documents filed in the Clerk’s Office including initial filings by corporations and limited liability companies, applications for authority to transact business in Virginia, amendments, mergers, withdrawals, cancellations, and terminations. The service also includes preclearance of certain documents before they are actually submitted for filing.

Expedited service is not available for filing of UCC financing statements, annual reports, service of process, and requests for copies of recorded documents. Fees range from $50 to $200 depending on the document type and the requested turn around time.

Next day service is available for all elibible documents at an added fee of $100.00.  Same day service is available for eligible documents that are received in the Clerk’s Office by 12:00 noon for an added fee of $200.00.  I rarely recommend same day service because in reality the result is not appreciably different for that extra $100 fee. For an additional $25, the Clerk’s Office will fax you evidence of an expedited document’s filing upon its acceptance.

To request expedited service, you must use the State Corporation Commission’s Expedited Service Request Form which can be downloaded from the Clerk’s website.  The form has instructions on how to complete it and submit it properly.