by: Geoff Ficke

Patent numbers are issued sequentially, beginning with the number one. Patent number one was issued to Samuel Hopkins on July 31, 1790. It took 75 years for the United States Patent and Trademark Office (USPTO) to issue patent number 1,000,000. Patent number 7,000,000 was issued February 14, 2006. It took only seven years for the USPTO to move from issuance of patent number 6,000,000 to 7,000,000.

What does this mean? Simply, there is more creativity now that at any time in history. The old saw that “there is nothing new” is completely wrong. There has never been so many people and entities creating novel, unique products, technology and services, and so driven to commercialize these inventions. More patents and entrepreneurs attempting to market their products is indicative that there is more competition for successful placement.

It is essential that entrepreneurs protect their inventions. This is a form of insurance. To attempt to market an invention without covering the work with the shield of patent, trademark, copyright or trade secret protection indicates a frivolous approach that will not succeed. Investors, licensees, and investors demand the protection that these intellectual property products afford. Even if the entrepreneur is going to self-market the invention, protection is essential in order to fend off competition.

A pharmacist in Atlanta, at the beginning of the 20th century, created a formula for syrup that he sold at the soda fountain in his pharmacy. John Pemberton mixed the syrup with soda water and sold drinks of the concoction as a wellness beverage to cure aches and pains. Mr. Pemberton had created Coca-Cola. He never anticipated that Coke would become an international comfort product, the soft drink. The smartest thing John Pemberton ever did, besides inventing Coca-Cola, was to handle the secret formula for the syrup as a Trade Secret. To this day, the Coca-Cola Bottling Company zealously protects the ingredients and chemistry involved in producing the base syrup that is the essence of classic Coca-Cola.

Big Boy Restaurants protects the recipe for the tartar sauce that goes on their sandwiches, and that many customers buy by the bottle and take home. McDonalds doggedly protects the process their restaurants utilize to cut, cook and season their French-fries. William Wrigley was just as manic in keeping secret his technique for delivering powerfully flavored, long lasting, chewing gum.

Trade Secrets typically are not able to secure patent protections. The novelty of the Trade Secret is in the blending, chemistry or chronology utilized to deliver the finished product. If you have such a recipe you will want to keep this knowledge very near, as it can become very dear. If the public knew the formula for Coca-Cola, quite possibly there would be a lot of consumers keen to blend their own drink at home. Coke would not like that!

If your product has the potential and necessity to become a Trade Secret you will want to follow several very basic steps. First, write down every event related to the development of the formula. Keep a logbook with the data, dates and details of your work. As you finalize your development work memorialize all of the steps essential to delivering the finished product you wish to keep secret in a recipe or summary document. Then store in a very secure place (a safety deposit box, or safe) all of the work product and the recipe or formula.

The Trade Secret gains incredible asset value when your product becomes a market success. Selling a business built around a fully protected Trade Secret exponentially increases the value of the company. Coca-Cola, Betty Crocker, Duncan Hines, Oil of Olay, Schlitz, Dom Perignon, Ben and Jerry’s and Estee Lauder’s Youth Dew are only a few examples of famous brands built around a Trade Secret.

A Trademark is important in developing brand awareness for a product. Use a Patent Attorney when approaching the highly specialized area of seeking Trademark protection. I have never seen an entrepreneur successfully navigate the very complex workings of the USPTO. I HAVE seen many attempts to handle the process, all resulting in complete failure.

The content of a Trademark can include a customized, identifying icon, stylized brand name and a branding statement. Nike uses the famous slash (icon) the Company’s name (recognizable stylized font) and “Just Do It!” (branding statement). Include all of the elements that the public will recognize in your Trademark application.

Look around at local, regional, national and international companies and brands that you see every day. Pat’s Cheese Steaks in Philadelphia is a local business that has gained great fame and brand recognition and protects their brand with a trademark. It is a destination for visitors to Philly. Chanel, the French haute couture brand, is internationally revered and the classic “C” that adorns every unit of Chanel product is one of the most recognized brand icons in the world. Truly Nolen, the national pest removal service, trademarks the mouse ears seen on every piece of sales collateral, advertisement and service vehicle the Company uses.

Owning a Trademark confers an obligation to police and protect the assigned mark. The inclusion of ™ on every unit of product is essential. Again, consult an attorney. Trademarks can inadvertently become vacated and lost.

Copyrights are utilized to protect intellectual property. Movie content, poetry, music, books and plays are copyrighted. We have worked with clients on a number of video and board games. We always copyright the rules and/or the play features of the game.

Recently, Dan Brown, the writer of the wildly successful book the “The Da Vinci Code”, was suited for plagiarism by the British authors of a book about the search for the Holy Grail. The search for the Holy Grail is central to the plot of the “The Da Vinci Code”. There are full library shelves devoted to the search for the mystical Holy Grail. And yet, during the run-up to the movie release of “The Da Vinci Code” a legal action involving this intellectual property was commenced. Brown and his publisher vigorously defended their rights under their Copyright protection. They won full vindication from the court.

Producers of intellectual content properties (movie studios, record labels, book publishers) are very hesitant to accept unsolicited proposals for review. “The Da Vinci Code” saga is the reason. Legal action is rife in the area of intellectual property. We all remember things that we saw, heard or experienced from the distant, but dim past. Regurgitating a variation of that experience may find its way to the written page. Voila, was this material plagiarized?

Mattel and Hasbro will not review ANY outside toy submissions. Is it not coincidental that there has not been a breakthrough toy introduction in years from Hasbro or Mattel? This is one of the unfortunate byproducts of a litigious society, the limits placed on needed innovations. Protect your intellectual property with a Copyright.

I recommend to my clients, before spending a dime on a patent attorney, that they perform a cursory search at the USPTO.Gov web-site by providing all obvious key words applicable to their invention. If a number of patented products come up, and they are spot-on their idea, the item might not be a candidate for a filing. If the field seems open and clean, then I advise hiring the patent attorney to conduct a professional, thorough search. The in-depth search will confirm the potential for successfully obtaining patent protection.

Patents are the preferred style of protection for most inventors and entrepreneurs. Patents (utility) are very powerful agents of defense against predators, thieves and knock off artists. Not to be a boor, but, again, utilize the services of a patent attorney. I am always amazed and amused at how many people think they can successfully write, provide highly specific 3-D CAD art, file, handle USPTO objections and move the patent through the labyrinth of a Federal Government bureaucracy. Go Figure! They waste time and money, and usually negate any opportunity to have a re-filed patent successfully obtain a patent number.

The Provisional Patent filing is basically a letter that is placed on file with the USPTO. The Provisional filing advises the USPTO of the description of the product you are attempting to develop. The letter has a one-year life cycle and must be extended with a formal patent filing (Utility or Design) or the product is vacated forever.

We utilize the Provisional Patent as a fully legal way to state that a product in early stage development is Patent Pending. This filing is also very inexpensive relative to a design or utility patent. A Provisional Patent filing also enables the entrepreneur to have a one year time window to test and gauge market response to the invention. If reaction is positive, then it reinforces the necessity of continuing to devote assets to further development of the opportunity.

The Design Patent simply covers art features noted in the application. This is the weakest form of patent protection. A competitor only needs to change a design element, cosmetic feature or add an artisan variant to overcome a Design Patent. However, for products that have real commercial potential, but cannot overcome prior, existing product art to obtain a Utility Patent, the Design Patent offers one potentially important benefit: the option to keep a product suspended in ongoing Patent Pending status.

We have done this on a number of occasions. A simple amendment to the initial filing means that a bureaucrat at the USPTO must find the file, pick it up, insert the amended filing detail and re-log the filing. As a result the filing goes to the back of the line and we gain months more Patent Pending protection.

Why go through all of this? When a product is in Patent pending mode it has ultimate protection. When a patent number is issued the clock starts ticking on the effective life of protection and details of the novelty of the patented product become public knowledge. Your product is obviated. It can be amazingly simple for the less than scrupulous knock off artist to engineer around your inventions unique features and benefits.

By keeping a product in Patent pending limbo we keep the features shrouded from any public awareness. This often leads to a first to market advantage and competition is only aware that there is a Patent pending. The added time that the product obtains, to build and extend sales traction, and begin the branding process is exponentially more valuable than the legal fees required to keep adding elementary addenda to the Design filing. You want to be first to market, and have as much time as possible to stand-alone in a market.

The Utility Patent is exceedingly valuable, both as a protective shield against competition and as a business asset. The invention that receives a Utility Patent number from the USPTO is potentially of interest to licensees, partners, investors and venture capital. Most patented products (Utility), however, never make it to market. We often see inventions that are novel, and thus patent possible, but not commercial, or needed, or beneficial. We all know a mad scientist or two, with endless designs, inventions and patents, none of which are ever going to be a market success.

The Utility Patent protects the novel features and benefits that the application describes in great detail. The patent attorney will narrate the unique aspects of your invention. They will also mention other patents near your space but painstakingly note the differences inherent to your invention. In addition, a great deal of effort will be devoted to creating 3-D Computer Assisted Design art that portrays your product from every possible angle and graphically depicts the uniqueness of your product.

Utility Patent filings rarely sail though the USPTO without being challenged. A competent patent attorney often anticipates the weakness in a filing and has a sheath of retorts ready to address the examiners concerns and questions. This re-directs the file back into the bureaucracy at USPTO. I tell my clients that they can expect up to an 18-month wait before receiving notice of the USPTO decision. However, on several complex filings, I have seen the process take up to six years.

Believe me, it is worth the work, the wait and the investment if a successful outcome from the USPTO is achieved. A Utility Patent conveys gravitas. The invention has stood up to the most stringent scrutiny and been accorded the most highly desired verdict: this invention has import.

by: Geoff Ficke

There are hundreds of thousands of business plans floating around and attempting to find a funding home. I receive hundreds of business plans annually myself, and can definitely state that 99% of these documents are laughable as presentations of an exciting investment opportunity. I am not referring to the value of the product being described, rather the presentation that purports to describe an exciting investment situation.

One of the reasons that so many plans are so poorly written, and there are many, many additional reasons, is that the writers do not understand how plans are read. Investment banks, venture capital firms, family offices, angel firms, banks and blind investment pools receive a stack of plans for consideration every day. Typically a junior reader, often a recent MBA, is assigned to read and screen the plans editing out all of the obvious losers. The remaining business plans are then marked up after sections are read in the following order: Executive Summary, Financials, Management, and Exit Strategy.

Why is the order in which a business plan is read important to recognize? Because, these are the areas that must be powerfully and compellingly addressed in order to have the business plan placed in front of decision- makers. The writing and construction of these sections dictate the level of interest that the original screening reader will express in the synopsis they will attach to the business plan copy as it begins it’s route through the project analysis process.

The Executive Summary is read first. This should be a two page vivid snap shot of the enterprise, and touch on each aspect of the opportunity. The Executive Summary needs to paint an exciting word picture that leaves the reader wanting to know more. Unfortunately, most plans are not read beyond the first paragraph or two.

Why? I have discussed this with investors on many occasions. I have asked the question, “aren’t you worried that you might be missing out on a great product opportunity just because the document has a weakly written Executive Summary”? The universal answer, “if there is no more passion or ability to excite us than we see in a poor Executive Summary, we have never had to look back at a missed opportunity. If you can’t make a great first impression for us, you won’t for anybody else either”?

You only get one chance to make a great first impression. The business plan is your projects first impression. It is the superstructure of your opportunity, the skeleton, and a foundation. If a house has a weak foundation it will not stand up for long. Why entrepreneurs submit documents that do not properly reflect the excitement they believe inherent in their invention is a sad mystery. A poorly executed Executive Summary negates all of the time, energy, investment and innovation built into a new offering.

Assuming the newly submitted Business Plan has an exemplary Executive Summary, and passes the initial screening read, Financials are read next.

Why Financials? Well, the Executive Summary is the skeleton of a project, while the Financials are the muscle.

Financials are based on a set of assumptions that are key to presenting a realistic, justifiable cash flow, balance sheet and income statement. Investors have certain Return on Investment parameters that they must seek to achieve before they can consider any investment commitment. The assumptions upon which the Financials are based must be from thorough research, current market conditions and historical means.

The principal reason Financials lead to project death is that the assumptions are based on dreams, hope and pie in the sky. A rule of thumb for successfully leaping the Financials section hurdle is this: investors need to realistically see that they will receive a mid-30’s per cent return on investment commencing between month 24 and 36 (year 3) after an investment is made. This rate and speed of return must be able to stand aggressive scrutiny. Believe me, investors are manic about analyzing, poking, prodding and tearing apart the assumptions upon which the Financials are constructed.

Good News! Your Business Plan has successfully passed through the Executive Summary and Financials doors. Next up, Management!

The Management section represents the brains of the new enterprise being considered for investment. An experienced (industry specific) management team must be either on hand, or readily available for successful placement.
The downfall in this area for so many prospective entrepreneurs is a complete lack of direct management experience. I recently reviewed a terrific safety product that had immense appeal. An exciting product, great margins, consumer need and obvious benefits, however, the group seeking funding had no executive management experience in any area the project required. They are candidates for a sale or license, but no funding round ever occurs without strong management. Remember: the investment is being made in people, people capable of driving an exciting opportunity to success.

Do not dream about running your own company, with someone else’s money, if you are a warehouse manager by trade but need production and marketing experience to succeed at the new business. It just will not happen, unless the investment comes from Aunt Hazel.

However, if you have strong and direct management experience and the Management section indicates a rounded team, the plan will move on through door three and to the last initial barrier to be overcome. What is your Harvest Goal (exit strategy)?

The Exit Strategy is crucial for investors and the effective management of their money pools. The Exit Strategy is the brain, intellect and emotional component of the deal. Venture capital is a high risk/high reward game. Investors know that the successful investment must pay out large, and relatively quickly, in order for them to cover the losers that greatly outnumber the home runs they hit.

Some entrepreneurs are unrealistic about harvesting gains from their business. This scares investment and venture money. An agreed plan to depart, take profits, sell or exercise myriad other harvest mechanisms at maximized points in the business cycle will be demanded before investment will be considered. It is best for the entrepreneur to be highly flexible when negotiating the harvest. The Exit Strategy is best summarized as an area where the entrepreneur is open, flexible, wishing to maximize profits and make a deal fair to all parties.

Inflexibility is a mortal sin for those seeking investment. I can not overstate how many deals never happen, products linger and die, opportunities are lost because an owner is unrealistic in framing his requirements for his enrichment when potential success is achieved. Leave something on the plate for all parties in a deal.

The other sections of a customized business plan are now important, but only after the pre-eminent Executive Summary, Financials, Management and Exit Strategy areas have passed muster. If your business plan has all four in good order you will be in rare company. Too many entrepreneurs dream about securing investment. This is anything but a dreamy exercise. It is tough, competitive, demanding, hard work. If you put the necessary effort into your project you will greatly enhance your chance for success!

Do not take shortcuts! Do not guess at details and assumptions! Do not fill in the blanks on a store bought template! Do not offer your opportunity for review until you have a professional, exciting presentation! Your Business Plan represents you, your family and your partner’s future!

by: Geoff Ficke

Have you ever noticed how successful people always seem to have a very wide net of friends and acquaintances? Howard Hughes became an infamous recluse only after he was fabulously wealthy. His network of business associations enabled him to excel in aviation, manufacturing, heavy industry, oil, movie making and hotel/casino ownership. He tapped into the best managers, engineers and executives available within each industry he tackled to manage his properties and provide essential expertise.

Most people are very lucky if they have two or three truly close personal friends in a lifetime. Do not confuse personal friends, friends and acquaintances. An acquaintance is a person we see from time to time, know in passing and have some basic knowledge of their background. A friend is more likely someone we socialize with, invite into the home and make an effort to schedule onto our social calendar. The rare personal friend is that person to whom we will divulge innermost secrets, trauma, joys and fears.

You will never have a personal friend, social friend or acquaintance unless you perform some type of networking. Remember the first day at a new school. You want to be accepted, avoid rejection at all costs and meet someone with your values and interests. At first this is an intimidating circumstance, confronting new surroundings and lack of any familiarity can be daunting.

After a few classes, or a few lunch periods, you enjoy that ground breaking first conversation with a fellow student. The chat is almost always a series of exploratory questions. What is your name? Where are you from? Why did you transfer? Are you trying out for cheerleader today? In addition to breaking the ice, the foundation questions establish the base line for constructing a minimum platform from which to begin a potential friendship at some level.

An entrepreneur faces the same networking issues faced by the new student. Typically, everyone involved in the field he is trying to enter is a stranger. He probably does not know a patent attorney, investment bankers, product designers, sales agents, marketing strategists and so many more specialists he might need to successfully bring the invention to a successful fruition.

Successful entrepreneurs are constantly networking. They view every human contact as an opportunity to meet someone that might represent a potential friendly acquaintance and mutually beneficial business contact. Today’s casual acquaintance often evolves into a business contact. Maybe, today, there is nothing more than an exchange of names and handshakes. But, tomorrow, a situation that includes opportunity may arise.

I recently was looking at a house to buy. I had never met the real estate agent attempting to sell the house to me before the tour. I gave the lady agent my business card and told her what I do. I already knew that she was a real estate agent. She began asking questions about my business, services, contacts in the pet toy area, and more. I did not buy the house, but I did engage a new client. She loves cats and had an idea for a terrific cat exercise toy that she needed help in commercializing. This is Networking 101!

I am always amazed at how many times I ask someone for a business card and they do not have one. This is a lost opportunity. I never go anywhere, ever, without business cards. Remove a credit card from your wallet, cut it up and replace with some business cards. This is a far more productive use of wallet space.

Networking is possible in almost every public situation. I recently saw a fellow with a funny hat in the mall. I had never seen such a hat: it was novel, clever and had a winning design. I introduced myself to the gentleman wearing the hat. He took off the hat, proudly pointed out all of the features built into the hat, and then advised me that he wore the hat in public to gauge responses he receives on the style. He looked at my card and in disbelief said, “I have been looking for somebody with your background to help me sell this cap for two years”.

I encourage new entrepreneurs to immerse themselves in the industry they are attempting to enter. If there are industry specific conferences, attend as many as possible. Ask questions. Stay afterwards and introduce yourself and give everyone you meet a business card. Do not drink alcohol. Make sure the business card contains a clear and obvious reference to your project (i.e. do not list Mike’s Inventions, instead, Patented, Ergonomic New Paint Applicator).

Attend trade shows, walk showrooms, introduce yourself to potential mentors, join the Lions Club, Rotary Club and local Chamber of Commerce. Enter competitions for new inventions and product submission. Talk to people, ask questions and listen closely to the answers. The more you network, the easier it becomes. The fatter your Rolodex the more access you will have to the answers: guidance, contacts and the expertise you will need to conquer every task a fledgling entrepreneur will face. Additionally you will expand your base of acquaintances and friends, a nice bonus.

In 1993 I met Jane, who had a project that targeted children’s obesity. She was a very nice person but she recognized that she was not passionate enough to succeed as an entrepreneur. We casually stayed in touch. In 2005 I received a contact from another lady with an exciting opportunity in the jewelry category. She called me based on a reference she received from a neighborhood acquaintance, Jane. The meeting I had taken with Jane in 1993 had seemed futile after there was no positive result. And yet, I had left enough of an impression on her that she brought to me a new opportunity with a terrific upside.

Networking can take many forms. If you are truly passionate about your new business opportunity you will want to share the details with as many people as possible. Be careful! Learn to describe your novel product without providing details. Never provide details unless you receive a signed and dated Non-Disclosure Agreement (secrecy). Nevertheless, you have to paint a picture for your new network generated contacts that excites and creates a thirst to know more. Speak in broad terms, with enthusiasm but not sophistry, about the opportunity. Discuss the benefits society and consumers will derive from your product without giving away your inventions specific workings.

You can not network successfully without a positive outlook and demeanor. Sadly, many inventors feel abused by the process of launching a new business opportunity or product. They are convinced that they have the next really big thing. And, in actuality, they might have the next really big thing. However, the free flow of ideas thrashing about in the modern marketplace is not always perfectly efficient in choosing the winners and losers that we might deem appropriate in a perfect world.

Some good products never get to market, while lesser quality offerings often succeed. My experience over many years of working with inventors and entrepreneurs is that ideas and inventions are crucial, but their novelty can be trumped negatively by personal deficiencies. It can be hard to keep going when the trail seems to always end at a stop (NO!) sign. Keep networking! Keep pushing, positively! The next stranger you meet in a networking situation might be the missing link that will take you to success. If you do not keep trying to find, and get to know that key person, you will be short- changing your invention and your potential to realize success. And, you are missing the chance to make a new friend.

by: Geoff Ficke

Every business requires a structure that will withstand necessary legal and governmental scrutiny. The choice of how to organize a new enterprise should be made based on the needs and capacity of the owner(s) to maintain and detail the records, history and finances of the business.

Many simple service businesses are set up as a sole proprietorship. The lawn service I utilize is a sole proprietorship. I make out the check in the name of the person providing the service. If I do not spend over $600 per year with any sole proprietor I am not required to fill out tax form 1099 and provide the information to the Internal Revenue Service and the service provider.

The sole proprietorship is the method of structuring most entrepreneurs utilize when starting out in a small-scale commercial venture. This works if services provided are simple, of relatively small transaction size, small inventory required and there is no need for hiring and paying employees. As sales grow and the need to expand becomes apparent the entrepreneur will probably want to consider a more formidable structure.

Here is my advice when considering the business structure best suited for your business, based on present and future needs: consult an attorney. Taxes, investment vehicles, partnering, harvesting profits, incorporation options, and depreciation or only a few of the areas of concern a new business may need to consider and decide upon. A business attorney will have expertise in every area of concern and can construct the most appropriate structure for your business and personal needs. The ability to memorialize in precise legal documents the exact terms, conditions, and responsibilities of all officers and/or share holders in the company is invaluable when disagreements occur.

The importance of written agreements and contracts, signed by all parties to the transaction, cannot be overstated. No one ever enters into a business situation if they are 100% sure it will fail. There is always an air of confident expectation that the business has a good chance of success and will ultimately prosper. Unfortunately, there is always a significant chance that results will be disappointing and disagreements will occur. Make sure that all parties to a deal have a full awareness of the business structure they are participating in.

Oral contracts and agreements have been upheld in courts. However, they are much more difficult to enforce than properly written and executed business contracts. Do not leave important details to chance. Have proper documentation on hand for the protection of all parties.

Partnerships, limited partnerships, limited liability corporations, and corporations are popular vehicles for housing the legal structure of a business. Each has benefits and liabilities, depending on the needs and requirements of the business owner(s).

A partnership can be useful when several parties bring complimentary assets to a venture. One partner might have a patent that represents a commercial opportunity. Another might have investment resources they can bring to bear. Yet another potential partner has specific management experience to contribute.

I have entered into several partnerships in the past with mixed results. If there is a bit of advice I can offer to potential partners before they start it is this: have full agreement on how to harvest profit/loss when success/failure occurs. One partner wants to grow and mature a business, while another wishes to cash out after a few years and this is where the seeds of destruction are sown. Goals, as well as duties and responsibilities must be fully transparent.

The Limited Partnership can be an excellent opportunity for the entrepreneur wishing to put capital to work, but not physically committing to work on a project. Typically a General Partner will manage the business, and the Limited Partners provide the pool of money required in funding a business. Usually units of a Limited Partnership are sold in equal dollar amounts. Be sure and read the deal prospectus carefully and skeptically. In addition, be sure to familiarize yourself with the laws of the state where the business entity will be domiciled as the various states have different laws in this area.

A Limited Liability Corporation is a relatively new corporate structure that offers many of the advantages of the corporation and the benefits of individual tax rates. An attorney will be able to advise if the Limited Liability Corporation is appropriate for your particular needs.
A Corporation is the vehicle that requires the most care and maintenance, as well as providing maximum personal protection. A Corporation is ostensibly a legal entity that acts as if it were a person. Losses are incurred by the legal entity of the Corporation, not by the shareholders of the Corporation. Assets of an incorporated business are property of the Corporation, not the individual shareholders. The owners of stock in the Corporation enjoy benefits based on the number and class status of their shares.

An attorney can advise the best state in which to incorporate based on your anticipated needs. Nevada is the best state for secrecy. Delaware is excellent for transparency and resolution of disputes. Some states are more business friendly from a tax and regulation standpoint and all of these areas must be considered before filing for incorporation.

A Corporation will need to be assigned a Federal Identification Number in order to open a bank account at any financial institution in the United States. The Federal Government utilizes this number when tracking tax, financial and employment data on every incorporated business.

The Articles of Incorporation, annual meeting minutes, a board of directors, corporate fees and filings, state compliance and filing local, state and federal tax returns require a detailed, and potentially costly execution of corporate governance. In addition, stock certificates must be appropriately accounted for and capitalization requirements met and maintained.

Be realistic when choosing the business structure that will offer your fledgling enterprise the most useful features based on present and future needs. Many people file for incorporation, then realize they do not need the hassle of maintaining detailed books and records. Use the business structure that enables you to legally perform every obligation required, while allowing you to be a slave to your business opportunity, not a slave to your corporate structure.