[Talk] Follow-Up

Nicholas Saraniti talk@flux.org
Tue, 27 Mar 2007 09:13:29 -0400


Sorry for the delay.. i wasn't subscribed to the "Talk" list... 
Carls right... You definitely need that business savvy individual to lead the way... I was only offering to answer any questions anyone might have about startups, growth etc...
 Like below Carl has an S-Corp... S-corps are good for Tax reasons (no self employment tax), but we recently had to restructure our
corporate entities because of the limitations of s-corps:
-->S-corps can not own other LLC, S-corps or C-corps (No 100% owned subsidiaries)
-->S-corps must make distributions based upon stock ownership

So we chose to restructure as  an LLC, and make an s-corp election to the IRS (tax benefits of an s-corp but can do whatever we want with the stock in an llc).  
For instance if I want to grant an employee whom's been with me for 10 years 5% of the stock, but only 2% of the "Distributions" I can do that... Or I can give him 
non voting stock etc etc. I can also have a "Holding company" which owns other companies now (which you cannot do with an s-corp) and provide employee benfits 
across other companies from a single source (Getting a better price on health insurance etc)....  Also, as I get closer to selling my business, I want the purchaser to but the entire LLC, 
not just the assets so they also assume all of the liabilities : ) --Once again, with an s-corp you can't do this unless your selling to a "Real Person" and
not a Corporation or LLC... So you would either have to convert the s-corp to a c-corp (yuck) or sell just the "Assets" making you still liable for anything 
that the s-corp had done in the past.. 

Like I said originally, I have learned by "Doing it the wrong way" -- and am in no way an expert on anything -- but am more than willing to answer questions regarding "Operations" 

FWIW: I have built a full outside sales force which covers the State of Florida, as well as implemented all of our internal technology, and moved to fully audited financials 
-- We go far beyond "Putting Pills in Bottles"

: ) 

Carl Wrote:
 I've done well, but that maybe because I am a "S" corp (single) person running CarlC Internet Services, and I have used many
different people from the linux list for various projects.

    I know Z said it was like hurding cats, he's right in that if you bring in something like 4-5 Guru's, they will all want to do
it each thier own way. The problem ranges in that you need one Guru to be more business savvy. There's a big difference between
knowing all the technical stuff to find the jobs to being/staying profitable. I have tried to do some spin offs, but they never
really took flight. I have hosting services for CarlC, but tried to start a Domain name company which got a few peoples interest,
but was shot down by "Why do it when others do it for so cheaply and better than...." kind of answer.

    In the old days, I was 100% guru, just wanted to work on the computers and get paid. I figure thats how many Linux people are,
they are very content to work on the systems and be left alone to the world. If some Business person comes along, has an idea for
a product, some startup capital, and can make a go of it, and if they can talk to the gurus in a language that the linux gurus can
understand, they can build something, it's going to be wonderful. But I don't expect Linux Guru's to become business men and women
overnight, it's a non logical world in business and that will frustrate many a brilliant Linux Guru.

    So, are we moving this over to the Talk list any time soon??? I've cced it to that list so we can continue there and leave the
Linux list to good ol "how do I fix/install" questions...
    Carl

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Nicholas M Saraniti
Director of Operations
Commcare Pharmacy