13 replies
Hi Warriors,

I recently met with my tax accountant to go over my 2009 taxes.

I've built my various online businesses to a pretty good level and I
asked her whether I should register an LLC to gain legal protection.

She advised me to continue to register as a sole proprietor, rather
than register an LLC because of tax breaks and its simplicity.

I'm a bit worried about liability though, since sole proprietors have
essentially none, as far as I've heard.

Does anybody here buy liability insurance? If so, what types do I need
and where's the best place to get it??

Thanks!
Keith
#insurance #liability
  • Profile picture of the author JohnMcCabe
    Keith, there are two types of insurance you want to talk over with an expert.

    The first is called "Errors and Omissions" coverage, which is exactly what it sounds like. It covers judgments rendered because you screwed up.

    The other is called an "umbrella policy", which takes over when a claim exceeds your regular insurance. You can buy several million dollars worth relatively cheaply.

    It's good that you have a tax pro to do your taxes, but when it comes to questions of liability and legal protection, you need to talk to an insurance pro who deals with businesses and a lawyer who specializes in business entities.

    I'd also have your accountant explain what they mean when they advise you to skip the LLC, which tax breaks you would lose, and who it would be simpler for - you or your accountant. When your advisers give you advice like that, they owe it to you to explain why they are advising what they are, and to keep explaining it until you understand it...
    {{ DiscussionBoard.errors[1737207].message }}
    • Profile picture of the author Terry Crim
      "Errors and Omissions" coverage
      This type of insurance is usually only for insurance sales or other sales specific industry where leaving out or forgetting to include information to the buyer could cause them harm. Specifically Insurance Sales where saying things like guaranteeing coverage when the reality due to pre existing condition or past behaviour they may or may not have told you causes denial of coverage.

      Or someone buys life insurance through you, they die shortly after but the coverage ends up getting denied thus the claim by family wife or next of kin is refused.

      Regular Internet Marketing, Article Marketing, Affiliate Marketing etc... I can't see any reason Errors and Omissions would apply.

      If you have blanket coverage I would think that would be what you need. House Insurance would NOT protect your business or activities on the internet, UNLESS you have customers visiting you at your house and they happen to trip or fall on the property.

      You need, from my understanding, specific liability coverage that handles lawsuits from 3rd parties relating to your business activities. This would go in line with LLC, S-Corp or whatever you have. LLC and other legal instruments are not specific for tax advantages, many do have them but mostly are for protecting your personal assetts from that of your business.

      BUT the thing is, unless you specifically are doing business as your LLC, S-Corp and make that the contact point. Tell JV partners they are dealiing with your LLC, S-Corp or whatever and not you personally. Blog, create forum posts as the legal entity and not you personaly... The legal advantage may not be there and you personally can be sued AND your legal entity can be sued if attached to whatever activity.

      Say you do a JV with someone in california and you are in Montana, Just making an example I don't know where you are from, the JV goes sour and the other person decides to sue you. You put it onto your legal entity to protect you. The JV partner sues you personally and not your legal entity. What happens in that case? OR they sue Both you personally and your legal entity.

      I don't know, I am not an attorney and am only giving my personal view in this post based on my own due diligence and research though I don't know your specific situation so I can only post to a generic example.

      I believe that laws changed earlier this last decade that puts the responsible parties of the legal instrument, You, your wife, mother or whoever is associated to the legal instrument as responsible. A real person, usually You and anyone else liable. They can't put a legal instrument in Jail but they can You and anyone else associated, if something shady goes on with the business. Not paying taxes or whatever. I don't know but there are many things that can happen and the courts want a real person there to be the responsible party and not some faceless corporation.

      I am sure Madoff and most of the people that went to prison for fraud over the last 10+ years had a company, LLC, S-Corp or whatever as their business entity. The business didn't go to prison, they personally did.

      That is why you really must talk to a lawyer experienced not just in setting up assett protection but also competent in the type of business you are doing. It helps to have a business plan so the lawyer can look at what all is going on and plan for many possibilities though noone will be able to guess them all.

      That is why umbrella coverage is important but depends on the insurance because some situations wont cover Business related activities, some only You personally. If you are just doing business on internet, do not have a physical location then that is different than having an office in an office building. If you plan to in the future get an office then you need to talk to your insurance agent then to change coverage.

      If you are not making any money now at all from your business, or online activity I personally would wait until money was being made before setting up such things but that is just me. You need to do what is right for you and the situation you are in and will be in, in the future.

      My 3 cents.

      - Terry
      {{ DiscussionBoard.errors[1737347].message }}
      • Profile picture of the author JohnMcCabe
        Terry, you make some good points. My suggestion regarding E&O coverage came mostly from doing consulting and service work, where an error I made (like forgetting to put a url or phone number in a mailer, for example) could cost the client money. If all the OP is doing is simple affiliate marketing or such, E&O probably isn't appropriate.

        Hence my suggestion to consult a business insurance pro and a good business lawyer about local laws and the specific requirements of his business...
        {{ DiscussionBoard.errors[1739852].message }}
  • Profile picture of the author digigo
    business owner insurance ..

    Piercing the corporate veil - Wikipedia, the free encyclopedia

    Yes.. for simplicity sake.. you may just run it like a DBA.. LLC does not help you much and the setup and maintenance could cost so much you may just spend that money on insurance
    {{ DiscussionBoard.errors[1737230].message }}
  • Profile picture of the author Josh Anderson
    ???

    Time to look for a real accountant.

    I have a hard time believing anyone calling themselves an accountant would give you advice like that.

    Sole proprietorship leaves you open for unlimited personal liability...

    You are risking everything your family has every day you stay a sole proprietor.

    Accountants are not always the people you should ask this type of advice unless they are used to working with attorneys and understand the subject matter...

    But that advice is so bad that I would have started looking for a new accountant the minute I left their office.

    If you want personal liability protection and tax advantages you should look into incorporating.

    LLC or limited liability company does not necessarily shield you either and you are taxed essentially the same as a sole proprietorship.

    What you need to do is form a corp and make sure you never mix personal finances and your business account.

    See a qualified attorney and accountant who specialize in these things for proper legal advice.


    Originally Posted by Keith Gilbert View Post

    Hi Warriors,

    I recently met with my tax accountant to go over my 2009 taxes.

    I've built my various online businesses to a pretty good level and I
    asked her whether I should register an LLC to gain legal protection.

    She advised me to continue to register as a sole proprietor, rather
    than register an LLC because of tax breaks and its simplicity.

    I'm a bit worried about liability though, since sole proprietors have
    essentially none, as far as I've heard.

    Does anybody here buy liability insurance? If so, what types do I need
    and where's the best place to get it??

    Thanks!
    Keith
    Signature
    {{ DiscussionBoard.errors[1740493].message }}
  • Profile picture of the author Keith Gilbert
    Thanks for the advice guys...

    I did some research and it sounds like E&O insurance is more for service providers (plumbers, surgeons, etc). It doesn't sound like it applies to me at all.

    I don't want to incorporate, so I might end up registering an LLC after all.
    {{ DiscussionBoard.errors[1749396].message }}
    • Profile picture of the author Josh Anderson
      Originally Posted by Keith Gilbert View Post

      I don't want to incorporate, so I might end up registering an LLC after all.
      I encourage you to consider creating an S Corp instead. Here is my non legal non qualified personal research opinion (hire a lawyer to help you figure this stuff out... it sounds like you could use some good solid legal and business entity advice from a qualified licensed individual)...

      Even with insurance and an LLC you may still risk unlimited personal liability if you do not:

      1. Use an EIN instead of SS number for all business operations.
      2. Keep all your finances absolutely separate and never use business accounts or cards for personal and never use a PayPal debit card for personal etc.
      3. Keep the business accounts properly capitalized to cover reasonable liabilities.
      4. Ever use your personal name for branding ie. doing business with you vs the business.

      Its just far too easy to pierce the veil as an LLC.

      LLC really do not offer that much advantages to individuals and are often used by corporations for other holdings because the income is passed through.

      With an LLC you do not get any tax advantages... income is pass through, people still have to provide you 1099, and you pay higher taxes just like sole proprietor.

      There are tax advantages to incorporating... I dig a quick search and found this short blurb explaining it a little...

      Tax Benefits of an S Corporation

      And you get the liability protection of the entity if you manage it right.
      Signature
      {{ DiscussionBoard.errors[1754003].message }}
      • Profile picture of the author Keith Gilbert
        Thanks Josh. Yes, I do have some investigating and thinking to do...

        I already (for the most part) do the first 3 items on your list and I'm not really looking for tax advantages. So it looks like LLC or S corp for me.

        Keith
        {{ DiscussionBoard.errors[1756218].message }}
  • Profile picture of the author CDarklock
    Originally Posted by Keith Gilbert View Post

    I'm a bit worried about liability though, since sole proprietors have essentially none, as far as I've heard.
    I am not a lawyer and this is not legal advice.

    Well, imagine that someone is suing you for some kind of alleged business malfeasance.

    In general, when suing a corporation or LLC... most lawyers will file suit against the company, its parent company if any, and any and all of the directors that can be identified from both.

    So you'd probably end up being sued personally anyway, which demolishes your protection.

    And that's why I personally am still a sole proprietor. I've thought about incorporating several times, and I've always concluded that there's no compelling benefit to it.
    Signature
    "The Golden Town is the Golden Town no longer. They have sold their pillars for brass and their temples for money, they have made coins out of their golden doors. It is become a dark town full of trouble, there is no ease in its streets, beauty has left it and the old songs are gone." - Lord Dunsany, The Messengers
    {{ DiscussionBoard.errors[1754058].message }}
    • Profile picture of the author Keith Gilbert
      Originally Posted by CDarklock View Post

      I am not a lawyer and this is not legal advice.

      Well, imagine that someone is suing you for some kind of alleged business malfeasance.

      In general, when suing a corporation or LLC... most lawyers will file suit against the company, its parent company if any, and any and all of the directors that can be identified from both.

      So you'd probably end up being sued personally anyway, which demolishes your protection.

      And that's why I personally am still a sole proprietor. I've thought about incorporating several times, and I've always concluded that there's no compelling benefit to it.
      See, this is where I get confused. I have heard this said before and I think this is what my accountant was getting at.

      However, I've also read online that "piercing the corporate veil" is not that common for LLC's unless you do something silly (like personally guarantee repayment of debts or use your name instead of your company's name).

      And in concept, an LLC should offer at least some more protection than being a sole proprietor; after all, it can't be called a "Limited Liability" Company for nothing!

      So, bottom line... still not sure what to do, but I'll do more research.
      {{ DiscussionBoard.errors[1756229].message }}
      • Profile picture of the author CDarklock
        Originally Posted by Keith Gilbert View Post

        However, I've also read online that "piercing the corporate veil" is not that common for LLC's unless you do something silly (like personally guarantee repayment of debts or use your name instead of your company's name).
        That's different. Piercing the corporate veil is where you make yourself personally liable for suits against the company.

        But when the suit is filed against you personally, you're personally liable no matter what.

        And because it's such a common dodge for the directors of a company to leave the company with no assets and take it all themselves, this is often the only way a valid lawsuit can actually recover damages. So that's become "just the way it's done."

        The big argument for incorporation is "if someone sues the company" you are protected. But they're not just going to sue the company. They're going to sue YOU and the company - and because they're suing YOU, you're not protected anyway.
        Signature
        "The Golden Town is the Golden Town no longer. They have sold their pillars for brass and their temples for money, they have made coins out of their golden doors. It is become a dark town full of trouble, there is no ease in its streets, beauty has left it and the old songs are gone." - Lord Dunsany, The Messengers
        {{ DiscussionBoard.errors[1756300].message }}
        • Profile picture of the author joshril
          Something else to be mindful of when discussing "piercing the corporate veil" is to make sure you are doing all the things required for that legal entity.

          If your corporation or LLC gets sued, the opposing litigator is going to look for things that will discredit your company as a legitimate business entity such as the lack of corporate documents or the keeping of minutes.

          As someone above mentioned, it's recommended to meet with an attorney on these types of matters because tax liability is only part of the equation.
          {{ DiscussionBoard.errors[1756353].message }}
  • Profile picture of the author Mac the Knife
    Hey guys,

    One of the specialties I write about is insurance. While I mainly handle personal lines, I have done my share of commercial as well. (I am licensed in all lines of insurance and have been for more than 10 years)

    Fact is, owning a business...ANY business, carries with it a certain level of risk. Depending on the exact nature of your business, that risk may or may not be huge, but you would be surprised to hear about the many cases that exists where an online transaction has resulted in fraud or direct legal action because of advice given from one party to another. Own a membership site and give advice? LIABILITY Sell products and services directly to the public? LIABILITY The list goes on an on.

    I talked with MY insurance provider and while he is not a member here, I have the utmost faith in his services and ability to take care of clients. He owns a brokerage, so he can get really affordable rates, but it is a father and son agency so their service is very personable. ANYWAYS...he said that if anyone internet marketers have questions or want to shop rates on protecting their business, they could email him directly. JeremiahP@odonovaninsurance.com

    Better safe than sorry...all it takes is one claim. Online marketers feel as if many things don't apply to them, but they are often feeling false security. Not a fun or exciting subject, but let's put it this way...I make almost half my income online and I serve hundreds of clients...you can bet my butt is COVERED by a commercial policy...

    Mac the Knife
    {{ DiscussionBoard.errors[1756375].message }}

Trending Topics