Shields Up! - New Business Minnesota
Transcription
Shields Up! - New Business Minnesota
Need Help Filing Business Tax Returns? Startup-Friendly Accountants Are on Page 2 The Monthly Resource Guide For Startup Businesses January 2013 Shields Up! Special Report Protect Your Business You’ve Worked Hard to Launch Your Business. Have You Taken Steps to Protect What You’ve Built? These Experts Offer Their Solutions: Mike Bourgon, Synergy Human Resources; Kent Gustafson, Safe Shield LLC; John Butler, True Choice Services; and Steve Emmer, ADT Security Systems. Page 4. Reprinted with Permission Courtesy of New Business Minnesota ©2013 – www.newbizminn.com Shields Up! Protect Your Business You’ve Worked Hard to Launch Your Business. Have You Taken Steps to Protect What You’ve Built? Here Are Some Valuable Insights into How You Can Guard Your Investment. From the Publisher: Most new businesses take care of the obvious when they launch. They’ve got a banker, attorney, CPA etc. But they often forget to take steps to protect their business from the unexpected dangers lurking around the corner. To examine this topic for our readers, New Business Minnesota approached this team of experts to write about the latest trends and strategies: Mike Bourgon, Synergy Human Resources; Kent Gustafson, Safe Shield LLC; John Butler, True Choice Services; and Steve Emmer, ADT Security Systems. They will share more information in a free interactive workshop on February 13, 2013. For more information and to register and RSVP go to: www.newstartupmeetup.com. Reprinted with Permission Courtesy of New Business Minnesota ©2013– www.newbizminn.com Control Health Insurance Costs By Escaping the Rules Protecting Employees Can Be Affordable with an HRA Strategy. By John Butler True Choice Services Special to New Business Minnesota Q uick quiz: In the next year, do you expect health insurance costs for your company to increase substantially or decrease substantially? If you’re like most small business owners, you reflexively answered “increase.” It’s not your fault you got it wrong. You have been conditioned over the years to think that the employer is the source of health insurance and the group plan is the only option. So how can health care costs go down substantially in defiance of common business sense? It’s kind of a trick question because I knew you would be thinking about group plans. If you think individual plan, the whole cost equation is turned on its aural canal (ear) and price decreases enter the picture. Now that you are running your own show you really need to learn the advantages of going the individual policy route, whether you already have employees or expect to in the future. When you have employees, protecting their health insurance will become an issue you need to address. New Approach The old model is a group policy with individual employees as members. With the new model I’m talking about here, a group of individuals own their policies. The employer simply provides tax free dollars each month into an HRA or Health Reimbursement Arrangement that helps their employees with the costs. The group plan concept is so embedded that most employers aren’t even looking at HRAs as an alternative. They don’t even know they exist. That is starting to change. I’ve been in this business since 1993 and I’m absolutely amazed that HRAs have not been used this way before. It’s finally catching on. For the employer, there are no more annual contract renewals and no more bottom-linerattling rate hikes. What I try and do is to shift the owner’s mindset and help them see how they can give employees tax free dollars each month to meet their needs for a health insur- Call To Action For a free online comparison of your current plan with an HRA model, go to www.truechoiceservices.com and click the “Download” Button under the “Quick Comparison for Businesses” or contact Katie Hufnagle at (952) 892-8450 or katie@truechoiceservices.com to have the comparison worksheet sent to you. ance policy that fits them. With this approach, employers don’t own or manage the policies. They just help out with the expenses in similar form to a business expense account. Aside from saving money, an important feature is that employees will own their contracts. That means they are portable. When they leave the company, the policy goes with them. It’s theirs. Escape the Rules The key to the cost-saving approach is to get outside the rules and regulations of the group system. In Minnesota, there are 64 rules for group plans. That’s the third highest in the nation. Those rules define what every group plan must provide, and cost consideration is not important to the state. As soon as you break away and go with an individual policy, you get a double positive whammy that results in savings for employer and employee alike. For employers, costs go down because you eliminate nearly all regulations controlling employers. When the individual’s coverage isn’t mandated by the Legislature, for instance, a single male doesn’t have to pay for maternity coverage. Or he can save 6 percent to 8 percent by forgoing mental health coverage. Your employees can customize their own insurance program. This seems to me the way it really should be. The HRA model allows health insurance companies to do what they do best: manage risks and expenses. It allows the employer to operate under a set budget, and allows the employees a freedom of choice. The individual health plans are customized and are underwritten based on the employee’s health history, not the collective group of employees. HRA Savings By adopting the HRA model, it’s not unusual for a 20-employee company’s costs to fall from $100,000 to $60,000 a year. And that’s with the company continuing to pay a good portion of the cost of the employee-owned plan. If an employer wants to be a generous, they can still pay a great deal of the costs, and still save a ton. The savings are such that employees start thinking about what to add back into the plan: dental, critical-illness coverage, long-term care, additional life insurance and more. With choices, they feel they control their destiny. Employers love the HRA approach because they never have to go through another renewal process again and they avoid the hefty costs of COBRA administration. When the employee leaves, they take the policy with them and continue to pay the policy themselves. The company avoids the expensive COBRA administration hassles and costs altogether. Real World Example Since insurance providers weigh individual risks, the savings will vary from employee to employee. I have worked with a company of 33 employees that included a young employee with no health issues on the one extreme (big savings) and the 63-year-old worker with diabetes and a heart condition on the other (minimal savings). It’s instructive to see how the employer handled the transition to the HRA model. First, the company’s monthly expense went from $11,200 in the group plan to $6,400 with the HRA model. They promised their employees that with the switch, employee costs would decline for most, or at least not increase for others. As it turns out, everyone at that company, except the 63-year-old man, was able to get individual coverage at a substantial savings. Since coverage for him was declined, he was automatically accepted into a Medica-administered plan called the Minnesota Comprehensive Health Association (MCHA), which offers individual plans to those turned down in the John Butler - Escape the Rules Continued on Back Page John Butler is owner and president of True Choice Services, an employee benefits brokerage firm that works with businesses of all sizes to meet their benefits needs, including health, dental, life and disability. He can be reached at (952) 8928450 or john@truechoiceservices.com. www.truechoiceservices.com Maintain Your Personal Liability Protection False Security – Is Your LLC Really Protecting You? By Kent Gustafson Safe Shield LLC Special to New Business Minnesota H ow protective is your corporate veil? If your business is registered in Minnesota as an LLC (Limited Liability Company) or Corporation (S-Corp or C-Corp), the law provides you with that veil, otherwise known as liability protection. It is what protects you as an individual (aka – your personal assets) when your company is being sued. Funny thing about the legal term “corporate veil” is it can be as impenetrable as a concrete barrier to separate you, the owner, from the company’s liability. Or, it can be as delicate as a veil that is full of holes and will utterly fail to protect you from the slightest threat and financial ruin. LLCs make up more than 55 percent of the 56,000 annual business filings in Minnesota. It is popular because of the liability protection that it provides. However, in order for the government to acknowledge the protection there are certain strings and conditions attached. State statutes require that each LLC or corporation keep a record book of articles, bylaws, resolutions and meeting minutes, stock information, member’s contributions and more. It all seems so easy; just paperwork and filings. An estimated 85 percent of small businesses in the USA do not meet these basic standards, with unofficial research in Minnesota showing the percentage is significantly higher (close to 95 percent). That is a lot of personal exposure and most businesses have no idea that they are completely exposed. Chances are your corporate veil is as flimsy as a…veil. More like a soap bubble that will pop the instant it is touched. This happens because many people are drawn to the allure of low cost entity formations that can be found online. Typical online services promise to help you properly file your LLC in a snap. They often provide you with general, one-size-fits-all business formation documents. But Minnesota has some variations, especially for LLC formations, that are different from other states. Many online services have some forms that conflict with Minnesota statutes. Call To Action Safe Shield offers a free assessment of your LLC or corporate record book. All New Business MN readers who respond to this offer prior to March 31, 2013, will also receive a $50 discount if they sign up for any of the Safe Shield services. If you used an online service to file, you should consider meeting with someone who has experience in the state you’ll be doing business in to make sure the filing was done correctly. States are different. For example, in most states LLCs are either member managed (shareholders) or manager managed (appointed). You need to know the difference. Minnesota statutes require a board of governors, like a board of directors. An LLC can have a single governor who has to be named in the formation documents. The entrepreneur of a single-member LLC often wears all the hats: members, governors and officers. It is extremely common for businesses that are one person operations to assume that they don’t have to observe all the legal formalities, such as holding meetings and keeping minutes. Because so many business owners are distracted and overlook “small” things, we created Safe Shield to help them manage the process and preserve their liability protection. In the countless free business formation and practices assessments that we have conducted over the years, we almost always find serious discrepancies and holes; items that have been missed or not kept current. Our assessment begins by looking at the foundation of the filing. For an LLC, we look at Articles of Organization, the Certificate of Organization and any IRS filings they have made. We check for creation documents like the original meeting documents, naming of the officers and board, contributions made by the members, the operating agreement, bylaws, stock or membership ledger and certificates, etc. Without a doubt, the do-it-yourself (DIY) filers have the most trouble. They rarely have all the required documents. But even attorneys can miss things if they don’t normally practice in this area. DIY entrepreneurs also mistakenly choose to file as an Assumed Name only. If you chose this option, you have no personal liability protection in place. With few exceptions, you should become an LLC as soon as possible. And just because you filed your LLC properly doesn’t mean it hasn’t become deficient over time due to neglect. Ninety percent of businesses who come to us have never updated their documents. Yet every year you need to appoint officers, keep meeting minutes of the annual meeting, document all purchases over $300 or $400, review leases and loan agreements, etc. It seems strange to many solo entrepreneurs that they should hold a meeting with themselves and review – with themselves – all the things they already know about. This is serious. Conduct an actual meeting. Document it. Keep minutes. Review all the things required, take attendance. Call your own name and answer present. Trust me. You never want to be in a position to have to explain to a judge why you thought meeting with yourself seemed silly. You could be facing a nightmare if that ever happens. A few years ago the owner of a small business corporation with a handful of employees came to us for help. She had just found out that her “trusted” CFO had been using corporate funds for unauthorized vacations and home remodeling projects. The owner had no idea what was really going on until she started receiving judgments from vendors who hadn’t been paid. When she tried to get the financials from the bank – the CFO had cut her off – the bank wouldn’t release the information until there was a court order. At this point, the vendors were suing her personally; to which she responded to the judge that the money was owed by her company, a corporation, and she wasn’t personally responsible. Unfortunately, she came to us too late. The court was not persuaded by her foundational documents. The judge said that her claims to be a corporation were meaningless since she had done nothing to keep documentation current. A legitimate corporation would have behaved like a corporation and maintained proper records from its inception. Her corporate veil had been pierced. Kent Gustafson - Protect Your LLC Continued on Back Page Kent Gustafson, Safe Shield LLC, provides corporate compliance services, expertise in corporate formalities and corporate governance and structure, entity formation, and corporate record management through secure online system for companies of all sizes. He can be reached (320) 352-4200 or info@safeshieldllc.com. www.safeshieldllc.com It’s Alarming How Important Proper Security Is Technology Not Only Protects Against Intrusion, It Can Improve Productivity, Make You More Efficient, Too. I By Steve Emmer ADT Security Systems Special to New Business Minnesota n the old days, when business owners thought about security and protection, they were most likely thinking about one thing: a burglar alarm, that big bell at the back of the building that went off when a thief broke in. Boy, have things changed. While the alarm is still important, the internet and mobile technology have entered the picture and created a whole new dimension of business security. It now includes monitoring the heat and air conditioning, tracking employee performance and productivity, ensuring employee safety, control of what equipment is on or off, real time notification of who is coming and going, and monitoring locked doors and windows and more. And just about everything mentioned above you can monitor and interact with from you smart phone. Security systems like we have at ADT are increasingly becoming tools for managing the business. As a new business owner who may be thinking about security issues, keep in mind that eight of 10 small businesses will have security systems of some sort that go beyond mere locks on the door. You’re not alone in wanting protection. But what is the right solution for your business? We ask all of our clients to first do their own risk assessment. If you walked in to your office or shop after a break in, what’s the first thing you would check? What are you most concerned about losing? How would you replace it? How long would it take you to be up and running again? How would this impact your business, employees or customers? That assessment will help us put together a plan that fits your needs, starting with perimeter security: alarms, card and door access, controlled access point, intercoms, motion, intrusion and glass detectors, etc. When it comes to video cameras, we have a very basic philosophy: every camera should have an ROI (Return on Investment) and a clear purpose attached to it. If the cash register is missing $20 every other night; that is a loss of Call To Action Call or e-mail Steve for a Free business Risk Evalution and Pulse Demonstration. All new Business Minnesota readers who sign up with an ADT Pulse Solution will Recieve a $100 instant savings off of the ADT List Price. Steve Emmer, semmer@adt.com (651) 724-8612. $240 a month. The cost of the camera is covered the first month that it is active! Another example is employee productivity. If you paying three employees $10 an hour each and they are standing around not being productive, it could be costing you $60 a day. With a camera in place, it keeps them focused on the job and can improve productivity when you aren’t around. At ADT, we assess and look for solutions to every business’ particular needs. By deterring behavior that is costing the company money, we can return that money to the bottom line. The system will pay for itself. Trends and changes For ADT, the biggest change in the last few years has been our Pulse system, an internetbased overlay of your intrusion system…on steroids. Using a smart phone, tablet or any device with internet access, Pulse can remotely arm and disarm your security system. Every business owner has woken up in the middle of the night wondering if the alarm is on. They can verify the status with their smartphone and arm it if needed. They can also have a text message sent whenever the system is armed. That way when an employee turns it on, the owner will know. You can also do other things remotely with Pulse. If you have to work on a Saturday, you can turn on the heat or the coffee before you get there. That also means you can turn those things off from home if you forget. Security used to be something you didn’t really interact with much beyond arming and disarming it. Now you can use it every day to check in or perform actions. One ADT client lives in New Orleans and has a store in Eden Prairie. He used to have to fly in and check things out on occasion. Now, with Pulse, the client uses a phone to see the cleanliness of the stock room, who is opening and closing and if the alarm is armed or not. It also enables you to relax while fishing, golfing or hanging at the cabin. Beyond the convenience factor, there are some incredible potential cost savings. There was a sandwich shop owner who needed an employee to come in hours before the shop opened to turn on the oven. Now the oven can be turned on remotely, saving the owner thousands of dollars a year with his three locations. Common misconceptions • Business owners often underestimate the value of deterrence that comes with a security system. One of our clients, and he isn’t unusual, was disappointed that after six years, the alarm never had never gone off. He was thinking he didn’t need it until he came to realize that maybe there were no alarms because of the security system. • Business owners let their price sensitivity mislead them. When they hear of someone else paying less for a service they wonder why they are paying so much. For security services, the question they should ask is “what am I not getting that ADT is offering.” If you are quoted security monitoring for $6.95 a month, ask if the person doing the monitoring can take action to respond. Ask how many locations they are trying to monitor. I can tell you that they can only effectively handle one response a time. If they are not adequately supported – the price suggests they aren’t – your emergency will be handled in the order it is received. Not good. • Business owners who try and set up a Video Surveillance system themselves may not know where to best place cameras. They may spend a lot of money and still be unprotected. They’ll buy a package of 12 cameras at a discount store and place them in ineffective spaces. For example, all of the cameras have the same field of view, and they may be useless if you put them in the wrong place. A do-it-yourself system may succeed only in giving you a false sense of security. I know of an owner who had $10,000 in cash stolen. All his security system did was record a great video of a guy walking around robbing him blind. For less than $299, he could have deterred the guy Steve Emmer - Security Protection Continued on Back Page Steve Emmer is in small business sales for ADT Security, which provides security solutions from alarms, intrusion protection, camera systems and remote systems for small and medium size businesses. He can be reached at (651) 600-0764 or semmer@adt.com. www.adt.com Hiring Employees Requires HR Protection Planning is Essential When Bringing on EmployeesCustomers. By Mike Bourgon Synergy Human Resources Special to New Business Minnesota O ne of the best ways to protect your business is to prepare for the unexpected. It most cases that can be difficult. But if you have hired or are planning to hire employees, I guarantee the unexpected is coming. And you can prepare for that. Over a long career as a an employment lawyer with more than 28 years experience as a human resource (HR) director at a large bank with more than 18,000 employees, I have just about seen it all when it comes to employee relations problems. Facing those problems is never easy and takes hard work. The large corporation I worked for managed HR issues with a staff of 200. Most small businesses face the same challenges except too often they are on their own. That’s one of the reasons why 12 years ago I started Bourgon HR Services and recently joined with three other partners to form Synergy Human Resources. Every small business has HR needs, but only a few have an actual in-house HR person. My goal was to create an ad hoc HR problem solver for special projects or an on-call basis as needed to help new and small business owners. Plan Before Hiring If you are considering hiring an employee in the next six months, now is the time to start planning. From an HR standpoint, you should define the job and what you expect the position to do. Then you should talk to an HR professional for help in putting together a job description, employee handbook and discuss compensation and benefits. Many first time business owners need help ranging from recruiting candidates to learning to ask behavioral-based interview questions that focus on the essential job skills and functions. Properly set up and managed, either in-house or with a consultant, HR is a form of insurance and risk management. Here are a few common mistakes I expect you’ll be susceptible to as a first-time employer. • You will think you can handle it by yourself, without an HR professional. Fight that im- Call To Action Talk to one of our experts today to discuss your specific HR needs. The call is free, so please don’t hesitate to contact us at 1-800-921-6808. pulse. I’ve made every mistake known to mankind and have learned from those mistakes. We work with our clients to avoid repeating them. • When faced with a problem employee, you’ll want to trust your instincts. Not a good idea. Some employers shoot from the hip and fire the trouble maker immediately. Some have instincts that tell them to be a nice person and work with the errant employee, only to have the problem persist for years. In those situations, take a deep breath and talk it over with the HR professional you are working with. It is an inexpensive way to limit your risk. • During an intense situation with an employee, you may have the urge to lighten the mood with a little humor. Be very careful. It’s surprising how attempts at humor can backfire. It’s another form of reacting without thinking and is not recommended. It doesn’t matter that you think the comments are innocent or funny. Courts will look at this from the standpoint of the person hearing them and their perception. You’ll lose. • You have common sense and it works for you. Common sense is nice, but it leads more people astray than you can imagine. Some court rulings will confound your sense of what is common. The price of being on the wrong side of HR law is too high. Talk it over with an HR professional. Discrimination Discrimination claims are one of those unexpected problems you can prepare for. With the current average claim for discrimination in the Twin Cities – disability, sex, religious, race and national origin – at about $225,000 per claim, we spend a lot of time helping clients manage their risk with current employees and applicants for open positions. One employer I know mishandled a sexual harassment complaint and came to us for help. It’s was too late by that time. If their policies had included background checks, the harasser would never have been hired. If there was a comprehensive training program, the offending behavior could have been avoided. With a well-established process for managing the harasser, the problem would be stopped. Lacking a process, they took no action…and lost. Employee Handbook Many new employers don’t fully appreciate the importance of an employee handbook. They just decide to make up their own or grab one from the internet. They don’t realize how unbelievably easy it is to blindly mess up. Take for example this seemingly innocent statement in handbook introduction: “If you work hard and perform well, you will have a great career at ABC company.” While it is welcoming and encouraging, that statement comes close to giving someone a conditional guarantee of continued employment as long as the conditions are met. Absent a reason to terminate, a layoff action could lead to wrongful termination claim. Employees who have never had a handbook invariably are thrilled when they finally get one. We worked with a client with 18 employees to create their first handbook. We took the draft to the employees and worked with them for three hours discussing and rewriting and finalizing it. They appreciated being part of the process of creating the manual. They loved the finished book because they finally had clarification on discipline procedures, vacation and sick-day policies, absenteeism and more. Everybody knew the rules and where they stood. Documentation Good documentation can save you. Bad documentation can hang you. And the only Mike Bourgon - HR Protection Continued on Back Page Mike Bourgon, a partner at Synergy Human Resources and founder / owner of Bourgon HR Solutions, has 34 years experience as an employment lawyer and 28 years as a human resource director at a large bank with 18,000 employees in 28 states. He is an expert on employee relations for small employers, including workplace conflicts, policies, procedures, employee handbooks, mediation, and recruiting. Mike can be reached at (800) 921-6808 Ext. 5 or mike@synergyhumanresources.com. John Butler- Escape the Rules to Save From Previous Pages marketplace. He was the exception in that his monthly premium increased from $750 to $800 with the MCHA coverage. The employer, however, was more than happy to use some of his dramatic savings to contribute more to that worker to keep his rates below what they had been under the group plan. Get HRA Help The move to the HRA model has to be carefully managed to avoid confusion and needless fear. You need to work with a health insurance professional to provide the needed education and handholding during the transition. When I take a company through the change, I plan on a 60-day transition period. We have to meet with employees to announce the HRA plan and start managing some of the eventual fear that comes with change. The reaction of employees varies widely. Some will “get it” right away. Some still won’t know what a “deductible” is. Others will have complicated health issues and many more questions. And some will need hand holding when they end up in the MCHA plan. Maybe one out of 20 will need additional employer support to make sure he or she doesn’t pay more than before. Obamacare Obamacare will arrive in 2014. In anticipation of the state health insurance exchanges, major insurers like Blue Cross, Medica, Health Partners, Preferred One and others, are coming out with a variety of new products to address the changing market. Where does that leave the HRA strategy? Steve Emmer - Security Protection. From Previous Pages from getting in the front window, and at the very least, detected when he entered. After that he came to ADT and we designed a new system for him that secured all his points of entry. All three of his shops now have the same system. Conclusion It’s easy to get excited by all the new security technology, but when you are considering a security system, look at the factors as well. ADT has been doing this for 138 years. It’s all we do. Look for warrantees and guarantees. Ask about the average number of years customers have been with them. ADT’s average is eight years. The industry average is less than three years. Kent Gustafson - Protect Your LLC From Previous Pages Ultimately, she had to sell her land and equipment to pay off the judgment. She was out of business. Everything was lost. If she had kept a closer eye on the business, this wouldn’t have happened. And if she had only followed the corporate formalities, they would not have been able to go after her personally. Safe Shield creates processes for ongoing compliance management to protect businesses. We annually review all our clients’ documenta- tion. We initiate the review, provide guidance, extract the information from the owner and follow through with the state for annual filings, regular updates and supporting review documentation. And we notify clients of any statutory changes, due dates and review dates. Our job is to keep the whole process moving forward. Minnesota statutes require that each LLC or corporation keep a record book of articles, bylaws, resolutions and meeting minutes. Once Mike Bourgon - HR Protection From Previous Pages thing worse than bad documentation is no documentation at all. We train all our clients to have the proper voice in their documentation: It should be neutral and to the point. Your best defense is demonstrating your efforts to eliminate or stop a problem. Examples of bad documentation would include actually demonstrating bias like making off-color comments, such as suggesting someone is too old or too young. Imagine that ev- erything you write will be examined in court so write it accordingly. Attention to documentation needs to be ongoing. Any time a performance evaluation is done it should be documented. Then there should be a second level of review by a manger or an HR professional before it goes into the employee’s file. Having a second level of review ensures that nothing goes into the record without scrutiny. Going through the records of a major engineer- Well, employers will be thinking more and more about supporting the individual policies of their employees with a monthly tax-deductible contribution. The savings from the HRA approach can be dramatic and substantial – the cost per employee can sometime drop from $9,000 a year to $3,000. Even with a possible $2,000 per employee penalty under Obamacare for companies with more than 50 employees (come 2014 and beyond) it still provides a dramatic savings over a traditional company-owned group plan. Conclusion The HRA model provides a unique example of how a free market system can really work inside a health insurance design! HRAs have been around a long time, but deployed as a wholesale replacement for the group plan is something new. Every employer and new business owner should be aware of this incredible health insurance option. NBM That matters. Find out how many monitoring stations are looking out for you. More is better. We always have a live ADT person involved in monitoring. Some companies outsource monitoring to another company. The dealer does the install and isn’t involved anymore. Look for a company that will build a relationship with you, check in with you, and most importantly, keep your business secure. NBM we have all those assembled, we post them in our secure online system so clients can access them from anywhere or they can give access to trusted business advisors. We manage the process and keep their corporate veil secure. That is risk management and abatement. If there is a back door that could lead to you personally, we nail that door shut. Based on our experience, it is wise to adopt best practices for your business formation documents when you are still new and everything is fresh. If you are an established business, work with a qualified individual or company to make sure your corporate veil is secure. NBM ing firm, I found dozens of inappropriate things in the performance reviews, comments such as “should consider retirement.” That called for a refresher course for managers. Conclusion HR ultimately is about people and how to deal with them effectively. Owners and managers need guidance and training to give them the communication skills, situational awareness and consequences management so they can recruit and hire the right people, lead them to success and create an environment where they can thrive while meeting company goals. NBM