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Posted by Howard at 10/31/2008 12:51 PM
So, my question to all you business owners out there is, “How has the economy affected your business?”
And, as a natural follow-up, what steps have you taken to counteract any negative fallout you have suffered from the economy?
Finally, while we are all assuming that everyone is suffering, because of the economy, there may be those among us who have actually benefited! I’d like to hear from you, too!
All of the experiences you post can help others weather this storm. I’m looking forward to seeing your replies.
What: Software Freedom Day Cleveland Conference
When: October 27, 2008 10:00 AM
Where: Click the link below to find out!
Meetup Description: NOTE: You MUST register at the SFD-CLE 2008 website to attend this event. It is not enough to simply RSVP here. To register go to http://www.softwarefreedomday-cleveland.org/registration.php.
Software Freedom Day Cleveland is an effort to educate the public about the benefits of Free and Open Source Software.
Associate. Celebrate. Educate.
Monday October 27th between 10am and 4pm at the Gemini Center in Fairview Park
Get maps & directions to the event
What is FOSS or Free Software? It is software that has been licensed in a manner that allows users to run it for any purpose, to redistribute copies to others, to change the software to suit their needs and to redistribute those changes as well. When we say Free Software, think of free as in speech, rather than free as in beer. We even have a list of examples to give you a small idea of what’s available.
* Associate with professionals and businesses that create and offer technical support for Free Software.
* Celebrate the freedom and vastness of the FOSS ecosystem.
* Educate the public, IT workers, business owner and leaders, and other users about the enormous benefits of Free Software.
Why register though? Why come? Here are just some benefits of attending Software Freedom Day Cleveland 2008:
1. Network with others in your field from the local area!
2. Learn about how FOSS* can make your job easier and save you money!
3. See Free Software in action and get hands on demonstrations!
4. Attendee Packs will include FREE CDs filled with amazing software for you to try after the conference.
5. T-Shirt awesomness!
*Free and Open Source Software.
Posted by Wkiraly at 9/7/2008 10:12 PM
Posted by Wkiraly at 8/21/2008 9:23 AM
This is originally from the Wall Street Journal:
Microsoft Corp., weary of being cast as a stodgy oldster by Apple Inc.’s advertising, is turning for help to Jerry Seinfeld.
The software giant’s new $300 million advertising campaign, devised by a newly hired ad agency, has been closely guarded. But Mr. Seinfeld will be one of the key celebrity pitchmen, say people close to the situation. He will appear with Microsoft Chairman Bill Gates in ads and receive about $10 million for the work, they say.
The new ad effort is expected to use some variation of the slogan “Windows, Not Walls,” according to several people familiar with the matter. Those people say the point is to stress breaking down barriers that prevent people and ideas from connecting. The campaign, said to debut Sept. 4, is one of the largest in the company’s history.
The attempted image overhaul comes as Microsoft executives privately acknowledge that Windows — the company’s most important brand — has grown stale and has been battered by Apple’s “Mac vs. PC” ads. Those ads, created by Omnicom Group Inc.’s TBWA/Chiat/Day, feature a nerdy PC guy getting upstaged by a hip Mac counterpart.
Microsoft’s immediate goal is to reverse the negative public perception of Windows Vista, the latest version of the company’s personal-computer operating system. Windows is Microsoft’s largest generator of profit and revenue, accounting for 28% of the company’s revenue of $60.4 billion in the year ended June 30.
The software has sold well, and Microsoft retains an overwhelming share of the market for operating system software over Apple. But Apple’s computer sales have been rising, and Vista is dogged by the notion that it has technical shortcomings and is hard to use. Apple’s latest Mac vs. PC ads take swipes at Vista. Microsoft says early problems with Vista have been largely alleviated.
IRS Increases Mileage Rates through Dec. 31, 2008
The ISO said the new standard, ISO 32000-1, Document management – Portable document format – Part 1: PDF 1.7, is based on the PDF version 1.7 developed by Adobe. It supplies the essential information needed by developers who write software that reads, creates, or otherwise interprets PDF files.
Since its inception back in 1993, Adobe has maintained complete autonomy as the developer and copyright owner of the electronic document format, which allows users to exchange and view the documents easily and reliably, independent of the environments in which they are created, viewed and printed, while preserving their content and visual appearance.
“By releasing the full PDF specification for ISO standardization, we are reinforcing our commitment to openness”, said Adobe chief technology officer Kevin Lynch.
The explosion of Internet use in recent years helped PDF become one of the most common formats for document exchange, spawning billions of individual PDF documents and a community of more than 2000 PDF product developers along the way.
PDF also plays a central role in Apple’s Mac OS X operating system, serving as the native metafile format that replaced the once-standard PICT format of yesteryears. Mac OS X’s Quartz 2D graphics composition layer is also based on a model common to Display PostScript and PDF.
As such, Apple’s system-level support for PDF allows any Mac OS X application with access to a Print command to create PDF documents automatically. Apple’s Preview image viewer and Safari Web browser also support the format natively.
“As an ISO standard, we can ensure that this useful and widely popular format is easily available to all interested stakeholders,” said ISO Secretary-General Alan Bryden. “The standard will benefit both software developers and users by encouraging the propagation and dissemination of a common technology that cuts across systems and is designed for long term survival.”
In a statement released Wednesday, the ISO added that future versions of the format will be published as subsequent parts of the ISO 32000-1 standard by the ISO subcommittee in charge of its maintenance and development.
from wikiHow – The How to Manual That You Can Edit
Have you ever uploaded an image or a video to a website, only for it to be deleted because of copyright issues? While some areas of copyright law can be complicated enough to cause copyright lawyers sleepless nights, the basics are very simple. Armed with some simple principles, you can save yourself from running afoul of copyright law.
- Understand the scope of copyright law. It does protect literary works, paintings, photographs, drawings, films, music (and its lyrics), choreography, sculptures and many other things. It generally doesn’t protect the underlying ideas, and it does not protect facts. For example, copyright doesn’t prevent you from expressing in your own words ideas and facts found in a book or journal you read (but if you do so without attribution to the original author you may be guilty of plagiarism).
- Understand that nearly everything on the Internet, and everywhere else, is copyrighted, by default. “I found it on the Internet” is not a defense against copyright infringement; works on the Internet are as copyrightable as any other kind of work. Nor is “it didn’t say it was copyrighted”. In nearly all jurisdictions (including the United States, and all other Berne Convention signatories), it is not necessary for a work to have an explicit copyright notice for it to be copyrighted. It is also not necessary for copyright in a work to be registered; this simply makes it easier to be compensated in court. Without an explicit dedication to the public domain, assume that it is still under copyright.There is a quirk in the United States’ implementation of the Berne Convention: works first published before 1978 without a copyright notice may be public domain in the United States.
- Understand the difference between copyrights, trademarks, and other forms of “intellectual property.” The term “intellectual property” itself, and the kind of thinking it encourages, has led to these very different things being confused with each other. Trademarks, for example, forbid using certain words, marks, symbols, and so on within certain contexts, to protect consumers from misrepresentation. Copyright would not prevent you from, for example, writing some new text editor software and calling it “Microsoft Text Editor”, but trademark law would.
- Understand that one does not get a copyright without some creativity. If ever you wonder whether a certain action would infringe on the copyright of someone else, the question to ask is: is this a creative work on my count, or am I simply drawing from the creativity of someone else? Lunches, as any economist would tell you, are not free. Some examples:
- Scanning something yourself does not, by itself, give you a new copyright over anything. You cannot scan a photograph from, say, a magazine and then put it on the Internet; the copyright would still reside with the author of the work. The flip-side of this is that scanning a work which is in the public domain would not, in many jurisdictions, give you the copyright over the resulting scan.
- Taking a screenshot of a video or a computer program does not generate a new copyright. This would be a derivative work of the video or computer program.
- Some non-creative things are not copyrightable, for example, a plain text logo in a generic font. Neither are simple geometric shapes. But don’t rely on this unless you are certain.
- Learn about the public domain laws for your jurisdiction. “Public domain” is short-hand for “uncopyrighted”, not “publicly distributed”. A work can be out of copyright due to age, by the nature of authorship, or other reasons. In the United States, all works authored by a federal government (not state government!) employee during the course of their official duties are public domain, as are all works published before 1923. Works first created in the European Union will usually be copyrighted until 70 years after the death of the author.
- Understand what “fair use” is, and what it isn’t. Called “fair dealing” in many jurisdictions, fair use is simply a guarantee that copyright laws do not infringe freedom of speech and make critical commentary impossible. It permits, for example, limited quoting of copyrighted material. In some jurisdictions, it would allow creating a copy for personal use (such as a backup). It is not a blank cheque granting you a right to do anything at all and call it “fair use”. Fair use is an extremely complex body of case law; it is often very difficult for non-lawyers to tell in advance whether or not a certain use will be considered fair use in court. If in doubt, seek permission first.
- Understand the law about derivative works as pertains to fiction. It was said above that “ideas cannot be copyrighted”. This is not entirely true; fictional characters, story-lines, and settings can be copyrighted. This means that fan-fiction, drawings of characters from copyrighted works, and so on are all technically copyright infringements. Sometimes copyright holders turn a blind eye to this sort of thing, but unless it has been explicitly authorised, don’t count on this being the case.
- Follow the spirit of the law, rather than the letter. Not only is this good form, it works in your favour: chances are slim that any “loophole” you find is not something that hasn’t been done to death in the courts already. If it has not, chances are much better that a court would rule against you.
- The Wikimedia Commons maintain an extensive summary of public domain legislation from all over the world.
- How to Avoid Plagiarism
- How to Find Public Domain Materials
- How to Import Old Public Domain Books to wikiHow
- How to Do a Google Test
Sources and Citations
- Ivan Hoffman (2001). Fair Use: Further Issues.
- Michael D. Scott. Scott on Information Technology Law. Aspen Publishers. ISBN 0735565244.
- Richard Stim (2007). Patent, Copyright, & Trademark. Nolo. ISBN 1413306462.
- ↑ Stim 2005, p. 257. “[T]he Berne Convention […] specifies that no formalities—such as copyright notice—are necessary for gaining [copyright] protection.”
- ↑ Scott §2.42[E]. “A work published prior to January 1, 1978 […] without the prescribed copyright notice or with a defective notice was injected into the public domain, and the author lost all copyright protection.”
- ↑ As Richard Stallman says, “Non-lawyers who hear one term applied to these various laws tend to assume they are based on a common principle, and function similarly. Nothing could be further from the case. These laws originated separately, evolved differently, cover different activities, have different rules, and raise different public policy issues.”
- ↑ Hoffman, Fair Use: Further issues. “Fair use is at best an “iffy” defense and there is virtually no way that anyone can say, in advance, whether the defense will be successful. Thus, in any instance, the best and most advisable course of action is to license materials.”
- ↑ Stim 2007, p. 205.
- ↑ To quote Chilling Effects, “What if these worlds were elaborately filled with details? […] [N]ormal plots like boy-meets-girl cannot be copyrighted […] but the more detailed the plot is, the more it becomes protectible expression.”
Article provided by wikiHow, a collaborative writing project to build the world’s largest, highest quality how-to manual. Please edit this article and find author credits at the original wikiHow article on How to Understand Copyright Basics. All content on wikiHow can be shared under a Creative Commons license.
By Howard J. Kass, CPA
Partner, Zinner & Co. LLP
When forming a small business, the choice of business entity is one of the most important decisions to be made. The business entity one chooses will determine how profits from the business will be taxed and to what extent the business owner(s) will either be protected from or exposed to personal liability from their business operations. The available choices of business entities are Sole Proprietorships, Partnerships (both General and Limited), Corporations (both C and S) and Limited Liability Companies (LLC).
As mentioned above, the choice of which business entity to use should be based on a number of factors, including the degree to which the owner(s) wish to be protected from personal liability and the tax treatment afforded to the owner(s) of that entity. Let’s examine the tax treatments of the different entity choices first.
We can classify business entities into two broad types; entities that pay tax on their own income, and entities that pass the tax obligation on to their owners. In looking at the above list of entities, only one, the C Corporation, pays tax on its own income. C corporations are subject to tax on their own income based on the following tax table:
Corporate Income Tax Rates
Taxable income over Not over Tax rate
$ 0 $50,000 15%
50,000 75,000 25%
75,000 100,000 34%
100,000 335,000 39%
335,000 10,000,000 34%
10,000,000 15,000,000 35%
15,000,000 18,333,333 38%
18,333,333 ………. 35%
In addition, the withdrawal of profits from the corporation by its shareholders will entail the assessment of a second level of tax on the shareholder. This is often referred to as the double taxation of C corporations.
All the other entities pass their tax obligations along to their owners, frequently with differing results, depending on the type of income being passed through and the specific entity being used. While sole proprietorships constitute direct ownership of a business by an individual, the other forms of ownership, partnerships, limited liability companies, and S corporations, are all referred to as pass-through entities because they all pass their income on to their owners. The ultimate income tax paid depends upon who the owners are, which, except for S corporations, can be any type of entity. S corporations may only be owned by individuals and a small number of specialized trusts.
Self Employment Tax
There are usually two broad types of income generated by a business entity; net operating income from a trade or business and net rental income. While both sources of income are subject to income tax at the same rates, net operating income from a trade or business will usually be classified as net income from self employment and will be subject to an additional tax, called self employment tax, at a rate of up to 15.3%. This is the means by which self employed individuals contribute to the Social Security system. In addition to the nature of the income (trade or business), the classification of income as self employment income is based upon the type of entity being used. Those entities that can generate self employment income are Sole Proprietorships, General Partnerships, and Limited Liability Companies. S Corporations, while being pass through entities, do not currently pass self employment income on to their owners, although this is an area that Congress considers to be ripe for abuse and, therefore, subject to reform.
In addition, and equally important to the tax issues, one must consider the exposure to personal liability, both for the business they operate and the type of entity they utilize. All businesses entail some degree of risk, but, undoubtedly, certain businesses carry much higher degrees of risk than others. It is difficult to regard the ownership and operation of any small business as a low risk venture.
For that reason, it is important to take every reasonable safeguard one can to protect oneself from the risks inherent to small business ownership. There are several ways to protect oneself, including the use of prudent business practices, carrying adequate liability insurance, and utilizing limited liability entities for the ownership and operation of all businesses owned. While common sense should dictate prudent business practices, and a competent insurance professional should prove valuable in providing the proper insurance coverage, it is important to examine how the choice of entity can help or hurt you in your quest to avoid personal liability. Keep in mind that I am providing general information here. If you require more specific information on the asset protection aspects of any of these entities, consult your legal advisor.
The two forms of ownership that offer no protection from personal liability are also the two simplest forms of ownership; the sole proprietorship and the general partnership. A sole proprietorship is the default entity in use when an individual operates a small business in his or her own name, without the use of any other legal entity. Such ownership opens the owner up to any and all possible risks associated with the operation of that business ranging from a potential default on business financing to potential risks related to product liability or failing to meet a deadline. These risks put all personal assets owned by the individual vulnerable to attack in any legal proceeding, including their home, personal bank accounts, autos and other personal assets . Ownership of the same business within a general partnership doesn’t afford any more protection. It simply exposes all of the partners in the partnership to those same risks.
The remaining forms of ownership, corporations (both S and C), limited partnerships, and limited liability companies, do provide protection from personal liability with some important caveats.
In most cases, limited partnerships provide protection from personal liability for their limited partners. However, every limited partnership must have a general partner and that general partner is exposed to unlimited liability. Frequently, the general partner will, in turn, be a limited liability entity, such as a corporation, so as not to expose any individual to unlimited personal liability. It is also important that limited partners do not assume roles of management or otherwise actively participate in the management of the business of the limited partnership, to preserve their limited liability.
Corporations have a long, well documented, history of protecting their owners from personal liability. To preserve that protection and prevent potential creditors from piercing the corporate veil, it is important to observe all the corporate formalities and be certain that there is no commingling of personal and corporate assets.
That notwithstanding, there is an option that allows small corporations to dispense with most of the corporate formalities; the close corporation agreement. By adopting a close corporation agreement, most of the corporate formalities are relaxed, making it easier for small corporations to operate, while continuing to preserve the corporate veil. Keep in mind, however, that it is still essential to avoid the commingling of personal and corporate assets. The availability of protection from personal liability through the use of a corporation is not affected by the choice of whether to operate as an S or C corporation. Those are merely tax elections having no effect on the degree of asset protection available.
Limited liability companies are the newest business entities offering protection from personal liability to their owners. While there is not as large a body of case law attesting to their asset protection characteristics, as there is for corporations, LLC’s have become generally accepted as a viable means of protecting their owners from personal liability. Further, they do not carry the same burden of formalities as corporations and offer significant flexibility in their tax treatment, at the Federal level. Indeed, through the proper use of available tax elections, LLC members can even choose to be taxed as partnerships, S corporations or C corporations. Tax treatment of these entities varies from state to state and it is recommended that you consult your tax advisor to discuss the state tax issues associated with LLC’s.
Determination of Basis
When forming a business, it is not unusual for that business to generate losses in the first year or two. In order for a business owner to deduct those losses, they must have something called basis in that business. The rules for determining one’s basis (tax cost) in their ownership interest differs for the various entities in question. Following is a brief summary by entity type:
Generally, the amount paid for one’s stock will be their basis.
- Items increasing basis:
- Purchase of stock
- Recognition of income
- Items decreasing basis:
- Distributions to shareholders
- Recognition of losses
Sole Proprietorships, Partnerships & LLC’s
- Items increasing basis:
- Contributions of capital
- Recognition of income
- Items decreasing basis:
- Distributions to partners or members
- Recognition of losses
How Do You Get Money To The Owners?
It seems that finding ways to get money to the business owners is often one of the biggest challenges we face. In reality, it doesn’t need to be, as long as one is aware of the methods and limitations.
Sole proprietorships and partnerships provide money to their owners simply by making distributions of capital. One must be careful that there is sufficient basis in the entity to take that distribution, or there could be negative tax consequences as a result. It is, therefore, important to consult your tax advisor before making such a distribution.
C corporations provide money to their owners in several ways. If the owners work in the business, the corporation should pay them a reasonable salary. If the business occupies a building that the shareholder owns, it should pay them rent, and if the corporation has retained earnings, it may pay dividends. The down side of paying dividends is that they are not deductible by the corporation. This is the element of double tax mentioned earlier. The up side, however, is that, under current tax law, C corporation dividends are generally taxed at a preferential rate of fifteen percent.
Similar to C corporations, S corporations may also provide money to their owners in several ways. Here, too, if the owners work in the business, the corporation should pay them a salary, if the business occupies a building that the shareholder owns, it should pay them rent and, if the corporation has accumulated S corporation earnings (Accumulated Adjustments Account), it may make distributions to its shareholders. The difference here is that distributions to S corporation shareholders from accumulated earnings are tax free to those shareholders, since they have already recognized the income previously passed through to them. With both forms of corporations, there are issues that should be considered with regard to reasonable compensation, but those fall outside the scope of this discussion.
As you may expect, eventual liquidation of the business is treated differently, depending on the type of entity used. Generally, there will be no tax effect to closing a sole proprietorship, assuming that the business owner pays all liabilities and has cash remaining in the business checking account at the end. If there are unpaid liabilities that are ultimately forgiven, there will be income to recognize and tax to pay as a result of the forgiveness of the unpaid liabilities. This applies across all entity types.
When a partnership or LLC distributes cash in liquidation of the entity, the partner or member, must compare the cash received with their basis in the entity to determine gain or loss, if any. If a partner or member receives property, rather than cash, then, generally, they will recognize no gain or loss on the distribution of that property.
When a corporation liquidates, we must also be concerned whether it distributed cash or property. When the corporation is liquidated with a cash distribution, the shareholder must compare the cash received with their basis in the stock and will generally recognize gain or loss on that liquidation. When a corporation distributes property it becomes a little more complicated. Under such circumstances, the corporation is deemed to have sold the property at its fair market value followed by a distribution of the cash, net of any tax paid. This deemed distribution is then the basis for determining the gain or loss on liquidation.
Acquisition of a Building – Who Should the Owner Be?
In the course of your business operations, you may decide to acquire your own building, rather than renting. If real estate is acquired to be used in a trade or business, that building should be owned by an entity separate from the business. Why? There are several reasons; some tax related as well as non-tax reasons.
First, some of the non-tax reasons:
- If the building and the operating business are held in separate limited liability entities and one of the entities is subject to a legal claim, the other entity’s assets should be protected from that claim.
- If the business owner is ready to retire, having the building in a separate entity may facilitate their retaining the building and collecting rent from the new business owners.
Some of the tax reasons:
- Certain entities are more conducive to owning and operating rental property than others. This, too, is beyond the scope of this article.
- In addition, upon the sale of the building, there are definite tax disadvantages to corporate ownership, as opposed to other forms of ownership.
The bottom line here, as well as throughout this discussion, is that one needs to give due consideration to all the relevant issues in choosing a business entity, and avail themselves to competent legal and tax counsel before engaging in any significant business transaction. For answers to your questions on this, or any other, tax issue, please contact me at firstname.lastname@example.org.