Starting a new business is a complicated venture for many. So, we have prepared a New Business Checklist to make the process easier.
SETTING UP A NEW BUSINESS
This is perhaps one of the hardest blog articles for me to write. Businesses are so varied, the structures so diverse, with a wide-ranging assortment of entrepreneurs and business leaders who sit on a vast continuum of differences, from culture, to personality, to experience, to education, to sophistication, to financial resources and wherewithal, to capabilities, to licensure, to contacts and support network, and so on and so forth.
As an attorney, it’s very difficult to provide a “one-size-fits-all” new business checklist for forming a new business. Some businesses are regulated. Some require significant capital expense. Some are easy, and many are hard. Despite the vast array of differences from one new business to the next, there are a number of high-level tasks that are common to most, and I’ll attempt to identify those steps in this New Business Checklist.
This blog article is a New Business Checklist for starting from scratch. If you’re considering buying a pre-existing business, we have a different blog article for you, entitled Business Acquisition Checklist. Alternatively, if you’re considering not starting a business from scratch, and not buying a pre-existing business outright, but instead buying into a partnership, we several blog articles for you, including Tips for Successfully Joining a Partnership and Considerations when Buying a Partnership Interest.
THE PHASES OF ESTABLISHING A NEW BUSINESS
For any new business, I’m going to propose there are four (4) general phases, the detail of which can drastically change from one business or entrepreneur to the next. Those four phases are:
- Planning. This includes writing a business plan and proforma, figuring out the “business model,” coming to a “meeting of the minds” with any business partners, and generally crossing all T’s and dotting all I’s with respect to the overall approach to your business.
- Setup. Once you have a plan and feel comfortable executing on your plan, you first start with setting up the business. This can include incorporating, obtaining the appropriate licensing, insurance, space and more.
- Execution. Once you’ve identified the pieces to the puzzle and who will provide what, you need to put the puzzle together. This will require patience and a lot of hard work, and bringing disparate systems and people together to execute your vision.
- Grand Opening. At some point, you will have all the pieces in place and you simply need to open your doors and/or start soliciting clients / customers. This is your Grand Opening.
I believe these steps are sequential in nature, with a specific start and end. It’s best to not move on to the next phase, until you’ve finished the current phase. For example, there’s really no need to setup your LLC and spend legal dollars, until you’ve finalized your plan and really know what you’re going to do.
New Business Checklist: STEPS FOR THE PLANNING PHASE
Be conservative in your thinking with the Planning Phase!
Do you have the “big picture” defined, and do you know how to get there? Are you following your head or your heart? Your heart is good, but your head is a must. If you haven’t done this particular type of business before, you want to think conservatively and assume your assumptions will not hold up.
Significant todo’s include:
- Document the overall structure of your business
- Obtain a Non-Disclosure Agreement, and make sure people you confide in sign it (We sell a template Mutual Non-Disclosure Agreement for a flat-rate of $99).
- Will you have any partners? If so:
- What will the contributions of the partners be, in cash, resources, effort and more?
- What are the requirements / conditions for being a partner?
- What do you do, if a partner wants out and/or isn’t contributing as required / promised?
- Is the “ownership percentage” balanced with contributions?
- Is each partner 110% committed to the business?
- Identify all your goals and objectives, and make sure they are SMART!
- Put together a Business Plan
- Put together a Business Pro Forma. It’s critical you identify the amount of cash you’re going to need, and that it be conservative and assume you make little to no revenue for many months.
- Put together a Project Plan. Make sure it incorporates the pro forma, identifies key tasks, subtasks, areas of responsibility and timeframes. Make sure it’s conservative, and can account for slippages in schedule.
- Identify key financial considerations and sources
- Obtain quotes for key expense items, such as:
- Space / rental, along with tenant improvements, build-out and/or construction expense
- Capital equipment, such as fixtures, furniture, equipment, assets and whatever else the business needs
- Acquiring or creating intellectual property assets, such as apps, web software or whatever appropriate
- Find and identify your professional team: A CPA, a business lawyer, and a banker (if appropriate). Choose carefully. Make sure they have experience in the particular field you are looking into.
- Find and identify key vendors, as appropriate for your business. For example, if you need a web app or complex website, find an appropriate web or app developer. If you’re starting a brewery, you may want to find vendors who can supply the equipment you need.
- Pull together your funding sources.
- Finalize and execute on any (non-binding) “Letters of Intent” with partners, key vendors and/or appropriate third-parties.
- Seek the advice of your professional team, and other (unrelated, disinterested) parties in the same industry. You want unrelated, disinterested parties so you can get truthful, unbiased information. Find out what the “gotchas” are, as well as attempt to identify potential speed bumps before you hit them.
- Is the brand name of your business important? If so, make sure you conduct a proper Trademark Assessment to ensure the name you’re considering for your business is available.
- Are you relying on key technology? If so, make sure you have a handle on how to acquire it, from a resource and cost perspective.
STEPS FOR THE SETUP PHASE
Don’t start the Execution Phase, until you’ve completed the Setup Phase!
You know what you’re going to do, how to do it and what the significant issues are. You know how to overcome the issues, and it’s simply a matter of putting the pieces together. The Startup Phase is perhaps the shortest and easiest of the phases, but it’s important to be throughout and not jump into the next phase (the Execution Phase) before you finish this Setup Phase.
Significant todo’s include:
- Form an appropriate corporate structure (99% of most businesses are best served with a LLC), as you will enter contracts and conduct business under the LLC not your personal name. Learn more about LLC’s.
- Obtain a FEIN for your company
- Obtain a bank account for your company
- Select key vendors. Always negotiate with more than one vendor, and select the right vendor based on pricing, strategic fit, and willingness to give you the right “deal”.
- Negotiate your important deals, and finalize the agreements (but don’t sign them yet). We wrote a blog article you should read, entitled 7 Questions to Ask Yourself When Negotiating a Contract. Please, please, please make sure you have a competent business attorney in your jurisdiction review your contracts before you sign them (not your friend who is a divorce attorney or paralegal — an actual business attorney). You will avoid many problems by passing these contracts through the right lawyer first. Key contracts / deals to focus on include:
- Lease and/or buildout / construction agreement. Consider reading our blog article entitled, Commercial Leases: Avoid Getting Screwed.
- Vendor / contractor agreements. You should read another blog article, entitled Don’t Get Screwed – Managing Website Vendors, which applies to not just website vendors and contractors, but just about any type of contractor.
- Partnership / operating agreements with any partners
- Key contractor / employee agreements
- Venture / seed-stage / angel investor agreements
- Obtain pre-approvals on any required financing. If you’re thinking the SBA, that’s great, but if you haven’t already identified a banker and know exactly what requirements the SBA has for your type of loan, it means you didn’t finish the first phase, the Planning Phase. Go back and finish that phase. SBA loans can take quite a bit of time to close.
- Finalize all appropriate legal documents.
- WARNING: Do you have enough money to pay for the contracts you’re about to sign??!? If not, DO NOT SIGN ANY CONTRACTS until you’ve secured funding or the money you need to start.
- Only sign once all the pieces are in place.
Once you have financing secured, an the key relationships setup, and contracts / agreements established, then have a SIGNING PARTY and move to the Execution Phase. The signing party is where you select your key relationships, execute the contracts your attorney has helped you to negotiate, and you’re on your way to executing on your vision.
New Business Checklist: STEPS FOR THE EXECUTION PHASE
Don’t start the Execution Phase early! Have all your ducks-in-a-row!
You’ve put all the pieces in the place, now it’s time to execute on your plans and put a business together that meets your vision. When you are done with this phase, you will have created a business that is capable of generating revenue and fulfilling on your “brand promise“.
Significant todo’s include:
- Obtaining appropriate permits
- Execute on the Project Plan you created earlier
- Prepare your premises, oversee tenant improvements
- Order utilities as appropriate
- If your business is based on specific technology, software, applications or apps, these need to get built, and you want to tie a “Phase 1” effort to your launch / Grand Opening (see below). You really need to focus on as minimal functionality as possible, to generate cashflow. “Must haves” only, not “nice to haves.”
- Acquire fixtures, furniture and equipment as appropriate or necessary
- Obtain state and local tax numbers for the business
- Obtain business license from your local jurisdiction (i.e. city or county)
- Obtain appropriate insurance (i.e. General Liability, Workers Comp, Errors & Omissions, Professional Liability)
- Obtain appropriate template contracts for your business. For example, employment contracts, services agreement (if you provide services), work orders (again, if you provide services), terms and conditions (if you provide or deliver products or services), and more. Consult with your business attorney professional, and see what he or she thinks is important for your business.
- Recruiting & Hiring. For example:
- Office or General Manager
- Key Technician (or whomever will produce your product or service)
- Put together and execute a marketing plan around your Grand Opening (see below). At the very least, begin to negotiate and setup the following accounts:
- Local Yellow Pages and yp.com. Be careful. There are many “imitators” for yellow pages, and you don’t want to waste your precious startup cash on anything but the real deal.
- Social media, especially Facebook, Google+, Twitter, LinkedIn
- Relevant directories for your specific business. For example, if you were going to open up a legal practice or law firm, you would want to make sure you have profiles in at least Avvo, Lawyers.com and FindLaw.com.
- Get your website setup and ready to go
Once your Execution Phase is complete, you will be ready to open your business and start generating much needed revenue and cashflow.
STEPS FOR THE DEPLOYMENT PHASE
Now the hard work really begins: Fulfilling the “brand promise” of your fledgling company and meeting the needs of customers in a competitive environment where only the strong survive. Stay true to yourself, but never be afraid to take a hard-look at your business and reinvent and revise your business strategy as appropriate.
Significant todo’s include:
- Have your “Grand Opening”. Try to leverage the local chamber of commerce to have a ribbon-cutting ceremony.
- Revise your Articles of Organization for the LLC, if appropriate (i.e. to change your company name, registered agent address and physical mailing address, if necessary).
- Produce policies and procedures, as appropriate for your business. Examples include HR policies, fulfillment procedures, support procedures, disaster-recovery procedures and/or anything relevant for your particular business.
- Refine your client intake procedures. Remove obstacles to “Yes!” If relevant to your business, read our blog article, How to Write an Effective Proposal, and separate the contract from the proposal so that you get the business team to say “Yes!” without having to read your complicated, legal-jargon-sounding contract. If you don’t have proposals just walk-in’s, think about an “intake form” with the legalease on the back.
- Implement your sales and marketing efforts. The highest paid individuals in many successful businesses aren’t the owners, but the key sales staff. Don’t be afraid to pay rainmakers what they are worth. Don’t skimp out on paying ad-dollars. Google Ad Words do work, but hire professionals to help you do it properly — there really is an art and science to making effective use of online advertising — you want to spend ad dollars on offerings that have the least competition, with the greatest margins and open up client/customer relationships to your other offerings. It takes work to find the right “sweet spot.” We’ve used (and recommend) RocketBoxSEO and experienced outstanding results.
New Business Checklist: IN SUMMARY
This New Business Checklist is definitely incomplete for most businesses, but does cover many of the issues common to most businesses. The experts (i.e. CPA, business attorney and banker) will help steer you and fill in the gaps, and of course, don’t forget about talking to the experts in your field who have already done (or tried) what you intend to do.
Good luck to you on what will surely be a life-changing effort! I wish you the best of luck and success!