You deserve awesomization.

Who’s runnin’ this joint? SF becomes an S-Corp. Hilarity ensues.

Once upon a time, I knew what I was doing.

Last year, being in business as a freelance illustrator and animator was pretty easy. I had a name, a web site, and business cards. I even had an ultra-official, separate bank account under Sparky Firepants Images. Sweet! I was a high-roller.

Then I found out about paying estimated taxes. See, that’s one of those itty-bitty little details you have to go find out (i.e.; nobody tells you just ’cause you bought business cards).

See, if you fill out one of those handy W-4 forms for an employer, they figure all that stuff for you and your taxes are taken out automatically. If you’re self-employed, you’re required to pay quarterly estimated taxes on income. It’s not typically something everyone knows at birth or after graduating high school. As a friend who’s run a salon for a few years said when I mentioned this, “What do you mean, estimated taxes?”

Exactly.

But it was cool because I found out early and got myself all set up as a sole proprietor. I sent in my tax payments every quarter like a good boy and when February rolled around I did my taxes online and got a big fat refund. I overpaid by a lot, but it was better than the alternative.

All was well at Sparky Firepants HQ.

Then I started thinking. Damn it.

I was reading stuff about becoming a corporation. It sounded kind of fun, imagining Sparky Firepants Images, Inc. on letterhead. It was kind of like pretending to be a Corporate Tycoon as a kid. You never did that? Maybe I watched too many of those Disney movies with Alonzo Hawk in them. I was a strange child.

Besides imagining a large glass office building with assistants and a mini bar, I was reading and hearing lots of stuff about taxes, liability, and law suits. It seems there are some nice advantages to operating a business as a corporation. There’s too much to share here and this post is more about my wacky experiences than how to determine your own choice. But here’s a little summary. Don’t worry, Kids. My decision wasn’t based on a Sunday Night Movie or an About.com article.

Most self-employed people in my line of work choose the LLC option. My friend Libby Unwin of LU Graphics chose this. She may be smarter than me, because she’s probably creating art while I’m writing my Articles of Incorporation. It’s simpler but carries some of the same liability benefits.

Is there a Home Depot around here? I need to pick up some ByLaws.

I’ve always been a business do-it-yourselfer. I enjoy figuring out those businessy things that a lot of self-employed people loathe. At the same time, I had no idea what I was getting myself into when I started this project. Kind of like the guy who starts building a deck with a Time Life book, I ended up making multiple trips to the hardware store every time I needed a new tool.

There are lots of options for creating an S-Corp and just as many attorneys that would do it for me. There’s also LegalZoom, a web site that has all kinds of forms you can use so you don’t go to jail for skipping a step. Most of those services are kind of like insurance in that they’re based on fear. Great marketing, though. I was kind of afraid for a while there.

Before I bought a package or hired an attorney to file paperwork, I decided to check out the Oregon Secretary of State’s office to see what they had to say. Lo! Is that an online S-corp registration wizard? Why yes, it is.

I jumped in. Half an hour later, I had an S-Corp. Legally. And I only paid the State for registration. {INSERT CHAIR DANCE}

Apparently I wasn’t done. There are a few things I had to file with the IRS. Then there are some documents I had to prepare to keep my baby S-Corp official.

Thankfully, the IRS has joined us in this century. You can find just about any form and file it online. A little reading, a little searching, but it’s all there.

{INSERT CHAIR DANCE and SPIN}

But I just want to open a checking account.

At the same time I was doing all this, I was looking for a new bank. Apparently my old bank, Washington Mutual, is being digested by Chase. I was kind of okay with this until the day I went in to do some banking and they didn’t have my correct  information in their computer. “Isn’t that funny how computers screw up like that?” said the Chase lady.

No. Well, it’s not funny to me. Maybe that guy behind me in line chuckled while I was defecating in your lobby chair. I couldn’t say.

So I found a new bank and set up my brand-spankin’ new business accounts. It was all good, but apparently they need official stuff from my corporation, like Articles of Incorporation, Board Meeting minutes and ByLaws. Ummm, By—what?

This is where I realized that this thing was getting bigger than just me and my little art biz.

Here’s the thing. I’m just one dude. However, by changing my business structure, I’ve created this Frankenstein corporate entity that suddenly wants things like meetings, a board of directors, share certificates, ByLaws, and employees.

So now instead of being just a dude with an art business, I’m an employee of Sparky Firepants Images, Inc. Turns out I’m like that guy in the rural town that’s the Sheriff, Judge, County Clerk, and Saloon Keeper.

I have to obey laws and be accountable to government agencies and financial institutions.

Damn.

I used to talk about how being an independent business dude was so killer. I started to wonder if I was so independent anymore.

Once again, I bypassed the Getting an Attorney line and put on my research hat. What I found was a whole lot of advice and help on writing ByLaws and creating your S-Corp structure. I even found templates online for writing my annual meeting minutes.

Once I got through all that, I realized that yes, this is more paperwork and learnin’ than I bargained for but I actually felt really good about it. It’s funny, but in a way I really am playing Corporate Tycoon here. So I have to keep records of Annual Board Meeting Minutes, but guess who the Board consists of?

It’s me. Right here. I’m the Chairman, Director, Treasurer, Vice Director, and sole employee. Jenni is the secretary because legally it has to be somebody else, but since she’s in the other room and all I didn’t have to wait long to start the meeting.

I was feeling all proud and smart when the bank called. They needed an actual copy of my Articles of Incorporation, not the piece of paper I gave them.

Panic. What does that even mean?

I called the Secretary of State’s office. The extremely nice guy on the phone told me that I had given them the only thing that I could have.

You mean I don’t have to get something else from you?

Where did you get the form you gave them?

I downloaded it from the Secretary of State web site.

(chuckle) Well, I could send you a copy from here, but it’s $5.00 and exactly the same thing you printed at home.

Seriously?

Yep. You can have your bank call me and I’ll verify it.

{INSERT CHAIR DANCE and STRIP-TEASE}

There you have it. I discovered that sometimes things are just correct even when someone in a big financial institution says they’re not. In other words, I was okay. I wasn’t failing as a corporation and going to jail.

Can I have a raise?

So I’ve established that I like doing pretty much everything by myself without any help at all, so leave me alone and get out. Control freak. Right here.

The one area I was willing to hand over control was in my payroll and taxes. Paying estimated taxes every quarter is like tinker toys compared to S-Corp payroll taxes. Yow.

See, now that this corporation has employees (me), it has to pay them (me). That’s also how I pay taxes now. I don’t pay tax on revenue, I pay tax on my salary as an employee, which means filing a W-4 and all kinds of other tax docs that I don’t even know how to explain right now because, I, well…

…I hired someone else to do it.

I found a local CPA firm and handed over my stuff. They fill out all the paperwork, file my payroll tax docs, and send me reports on everything. Driving away the day I set that up was a humongous relief. All I have to do is send them an e-mail every month with my payroll amounts and they do the rest.

Oh, and I have to write myself a check. That part is like playing Corporate Tycoon again, because I now have this Big Boy check set from my new bank.

Stuff I didn’t consider until it happened

Let’s just say that filing my taxes this year are going to be more complicated. I started getting checks and online payments from projects and products that I sold outside of Sparky Firepants Images, Inc. As in, I filled out a W-4 or W-9 and got paid as an individual. As in, what the hell do I do with this check?

Apparently I now have to start thinking about where the money that comes in should go. Every time. As in, not automatically deposited into my personal checking account because it’s just mine.

The other things that came up this morning in the shower was that I was brainstorming stuff about my new e-book cover design service and realized that it’s totally different from before.

Last year, I would have just set up a web site and collected fees without thinking about where it would go.

Now I have to think about stuff like, does this fall under Sparky Firepants somehow or do I need to set up a new business structure? And, do I have to pay estimated taxes on that income separately from my salary?

Ahh, last year. So simple. So easy.

{CHAIR SPINS TO A HALT}

And this is hilarious how?

Well, it is. When I stand back and look at all this corporate structure stuff, it looks like a lot of silliness. I mean seriously. It’s like living on a Vogon ship.

Standing in the middle of this ridiculous Corporate Tycoon playset, is me. I’m still just one dude.

I’m gonna go make some art now. My boss is yelling at me because I’m always blogging. He’s kind of a dick.

  • LU
    Ms. Cupcake,

    Good grief. I am SO sorry to hear about that. What a nightmare!! Sounds like you have your own variety of GBs to deal with. Wow.

    Isn't there a reality show about people breaking the law via interwebs?

    I have an attorney here in Denver that has an excellent reputation. I keep meaning to meet with him. I wonder how long I will delude myself into believing I can float by? Really need to meet with him. Need him to go over my contracts, especially. I'm glad you mentioned Terms of Use. I had some anonymous person ask if they could use content from my blog - and then disappeared when I tried to contact them. That scared me a tiny bit. I display my work on my blog (because I'm excited about it and I tend to tell the world when I'm excited), but it's for SALE elsewhere, or licensed for exclusive use elsewhere, or I just want it all to myself, thanks. Need to use the ToU for certain.
  • Hey Mr. Sparkypants!

    Here's my horror story. My computer was hacked and everything in it stolen, compromised and destroyed by hackers. They were paid to stalk me and illegally invade my computer. They have been identified by law enforcement and are under criminal investigation. They were offered immunity if they would confirm the suspect ringleader and testify against him. Instead, these MOFO's have retaliated with threats and claim they will SUE me for upsetting them. Did you ever? I know they are being coached by the person who hired them. But, I was advised to take preventative measures. I posted a Terms of Use on my blogs. Anyone who accesses my blogs and violates my terms of use agrees to indemnify me for any loss they incur as a result of any civil and criminal action (win or lose) I pursue against them as a result of their breach of my terms of use. In otherwards. You hack--You pay the price. California law has its own protection and differs from Oregon or Colorado. I am a legal assistant with years of experience. But, I always advise people to pay for a consult with business atty for the best advice and protection.
  • Libby, you should make that a blog post. It's an incredible amount of info. Thank you for taking the time to share it here.

    The liability issue is a big one for me, too. I don't have clients meeting me in my studio (I'm fairly remote), so I don't have to worry about someone tripping over my rug.

    What did concern me is the idea that someone could sue me for some aspect of work I had done. This came up recently as I was accepting a contract for a TV animation. My client wanted to be protected against being sued in case I stole somebody else's work for the piece. Makes sense, but since the liability now fell on me, I then had to protect myself and my family's personal assets.

    Even if the person suing me was wrong and lost, I could still end up paying for lawyers. And, if I lost (even if I didn't steal anything), I could lose my personal assets (not that they amount to much, but future wages could be garnished).

    So the S-Corp offers some protection there (not complete).

    Which brings me back to what you said in the beginning of your comment:

    Can't we just click on pretty colors?
  • LU
    Hello, all. Thanks for the mention, David! Hi Jeffrey. Miss working with you guys. Want to come work for me? Wait, no. Too much paperwork. :)

    When I started freelancing, I just started freelancing. Sat my butt down and started clicking on pretty colors. That's what I want to do, that's all I want to do, why make it complicated?

    Then I got married. And I met a girl named Becky who was a freelancer. And she was married. And an LLC. Why does that matter? Because Becky informed me that while I'm happy working in my chair, if someone sues me (for whatever reason) all my new husband's assets are up for grabs, not just mine. This includes his 401k, savings account, all that jazz, even though he has no connection to my work (except an opinion here and there). Why would they sue me? Dunno. There are other types of "creativity" out there. But I worked in law long enough to know that a.) there are greedy bastards out there and b.) those GBs usually have "creative" lawyers that know more than I do about how to protect/get money.

    You'd think I'd thought of this before. Nope. Thank you, Becky!

    By establishing myself as an LLC, I separated LU Graphics from the Unwin household. I set up a completely separate checking/savings/credit account and Matt is nowhere on any of it. I have to very carefully keep everything - EVERYTHING - separate. If I buy a pack of gum along with a ream of paper, I can't put it all down as an expense, just the paper. If I want to treat myself to a massage for working long hours, it comes from our personal account, and is transferred from the business account. It's complicated, but totally necessary.

    Then we moved to Colorado. Oy vey. New laws, new rules, no Santa-Barbara-esque little kit. And new ways of calculating depreciation. And new estimated taxes. I already screwed that one up. I transferred the LLC to CO, like a good little LLC-owning monkey and thought I was done. Except... As an LLC in Oregon, my SSN was the same thing as my LLC's tax ID, and I, the human, was a disregarded entity (I think). I paid my estimated taxes for Q1 in CO and then got a bill for my estimated taxes for Q1. Huh? The check and papers I sent in with was never aligned with my business because the account number was different. Funny thing: when I transferred the LLC to CO, I never received an account number, and was never told I would need one. So that was tricky/annoying. It's all cleared up now.

    Here's my new startling info:

    The other day, I talked to [someone] who is an LLC. Construction business, with contracted workers. He was sued by a client for something stupid (to the tune of nearly half a million). Now he's in bankruptcy, and his house, his personal assets, and his wife's assets are up for grabs. I said, oh good grief, I thought that was the very thing being LLC-ified protected you from. He said, not if the other guy has a good lawyer and you don't. They've been battling this for over a year now, and are so far into the process with their crappy lawyer, they can't afford to hire another, better attorney to get up to speed.

    Great. So I have no idea where to put that.

    DISCLAIMER: I'm not convinced I'm doing everything right. I've done a lot of research, my husband does a lot of research (and my taxes - W00T!), but there's always this lingering feeling that some Ward Cleaver-looking gentleman is going to knock on my door, briefcase in hand, and tell me I've got it all wrong and have to give Colorado all my money and my new Wacom tablet.

    If I have to start listing coffee as an asset, shoot me.
  • @paula LOL Good! It's definitely not necessary if you just want to draw fun stuff (love your work, btw) and make money. I'm slightly insane.

    @jaydub Yeah, those start-up kits are awesome. Somehow I just got started without one and wound up in the middle of the process. I recommend making it as simple as possible. I'm slightly insane.

    I definitely want to hear from Libby, too. Libby?

    @Sarah I know. What the hell is an official asset, exactly? I kind of need coffee to get started in the morning, so technically that bag of beans is an asset... right?

    It's people like us that drive government officials and lawyers (er, Vogons) crazy. Salut!
  • Heehee...you crack me up, my friend. Man, I got confused when my city sent me a letter demanding a list of everything my business owns and how much it is worth. "Let me see...desk, chair, computer, WaCom tablet. I think that about sums it up." I mean, do you include things like paper? Paperclips? Pens? Geez. Yeah, I don't think I could handle anything above a sole proprietorship. :)
  • jaydub
    Thanks for the excellent narrative, your Tycoonship. And congratulations!

    When I was about to set up a business as a sole proprietor in Santa Barbara, I discovered that the city had a nicely packaged business start-up kit for $45. I probably could have ferreted out all the necessary forms and stuff for cheaper, but it was worth every penny. I would urge would-be business owners to see if there's something like that where they are.

    I decided to remain a sole proprietor, as most of my clients were in other cities or overseas, so nobody was going to sue me for falling down my stairs. (Still, I needed $1M of liability insurance, and the HazMat folks made me keep a bag of kitty litter handy for potential darkroom chemical emergencies...) My thinking was that if I incorporated, I'd need to hire a bookkeeper. Then I would have to take on more work to pay for the bookkeeper, so I would have to hire someone to help me, and it looked like a fast road toward becoming what I didn't want to become.

    Paying quarterlies wasn't all that hard, especially after a few quarters went by and I found the rhythm. A good CPA is worth every penny, and helps you learn what you can declare or not. I was designing t-shirt graphics, so even a trip to Great America was a business deduction - it's like ground zero for t-shirt ideas.

    Sounds like you made a good decision, that will serve you well as you expand SF toward global domination. I'd like to hear Libby's experiences as an LLC.

    If you ever need a bag man to launder cash in the Caymans, call me.
  • Wow...I think you just talked me out of EVER incorporating, but thanks for sharing your process!
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