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Report Catalogue Data

  Report Class   General Public Report
  Analysis Type   The Entrepreneur
  Issue Category   New Venture Development
  Publish Date   03_07_2009
  Last Update  
  Reference Code   GPR-TE.NVD.LOB-20090307-VEF

Legally Organising the Business
Venture Legal-Entity Formalism


Often, businesses that are organized, are run immediately by the entrepreneurs, however, this should be discouraged. Because, until The First General Meeting is held, the company has not formally legally been organized to start operations. The formation or incorporation of a business entity does not immediately qualify it as ready for an operating business-entity. A legally organized business becomes ready for operation only after the necessary organizing formalisms have been executed. hence, the entrepreneur is advised that until the formalisms have been executed and particularly the First General Meeting is held the company has not formally legally been formed to start operations.

Board of Directors
An entrepreneur should at least have an Advisory Board of Directors for corporation, an Advisory Board of Trustee for Business Trusts,  an Advisory Board of Oversight for Limited Liability Company.

Governance Documents Formalism
These Boards should at least hold a and the object of such meetings is to formally adopt the Guiding Policies on which the entity management should base all decisions.

  • First General Shareholders Meeting  in the case of corporations,
  • First General Beneficiaries Meeting in the case of Business Trusts,
  • First General Members Meetings in the case of Limited Liability Companies;

The minutes of the meeting and other pertinent documents must be placed in the vault of safe-deposit box of the entity, and left there except for referential access.

Then the entrepreneur should have the Directors sign the Bylaws for corporations and Trust, or Members Agreement for Limited Liability Company, and specially for Trusts [including Business Trusts] the Beneficiary List and Distribution Plans.

The Policies should then guide the development of the Company and Employee Rules and Regulations to be used for the day-to-day management of the business operations. In any case, for the start, a strategy must be adopted for the business, and from that the tactics developed. The tactics should be used to develop the information flow or overall


Business Process as well as the detailed Business Processes. The Business policies are then to be developed from these processes and documented.

The program of these meetings are generally guided by following the instructions in the famous Roberts Rule. The entrepreneur should very carefully study the book and comply with it.

One of the confusing aspects of this is that the entrepreneur usually is wearing two or three hats during the periods of these formalism and sometimes one can and does get lost in the process. The entrepreneur may think of self as a shareholder, an authorized person - that is the person who caused the legal entity to be formed, and as a Member of the Board of Directors. However, for clarity, the entrepreneur must recognize that in the First General Meeting, the presence is only as an authorized person. The various hats are finally worn as the formalisms are carried out, as given by the rather simple explanation. At the end of the Meeting, then the business entity is deemed fully legally organized.

Initial Capitalization
Very often, the traditional approach to running a business is to go to the bank or finance company and borrow money from such firm, put the money into the new business, and pay oneself from the debt while building the business. The person therefore is effectively an employee of the business. this is a very serious mistake and every would be business owner should refrain from this approach, particularly if the business is a technology company. The reason is simple, under such conditions all works performed belong to the company and therefore can be confiscated by creditors and unscrupulous sharks who are out to take what belongs to others, and there are many out there.

Instead, the entrepreneur should prepare a contract with the company signing the document both as the Chairman of the Advisory Governance Board and as an employee, agreeing to work for the business while maintaining ownership of all products and innovations until the business becomes viable as a marketing conduit of the products and has effectively bought and paid for the products. the salaries forfeited must be arranged to match the  salaries forgiven during the time-span of development of the business. This arrangement quite effectively protects the owners-employee during the Execution Phase of the

 

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business, which is the phase when most businesses fail. the truth is that even the best laid plan goes awry, and should that happens the business owner does not lose the one's clothing.

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