1. Starting From The Ground Up! Lawyer Up. Chris Sackett sackett@brownwinick.com Amy Johnson amyjohnson@brownwinick.com BrownWinick Law Firm www.brownwinick.com sackett@brownwinick.com amyjohnson@brownwinick.com www.brownwinick.com

2. Business Entities Corporation. Partnership. Limited Liability Company.

3. Corporation Articles of Incorporation. Bylaws. “C” Corporation or “S” Corporation. Governed by Iowa Code Chapter 490.

4. “C” Corporation “Double” taxation. The corporation is taxed as an independent entity and shareholders pay tax on dividends. There is no limit on the number or type of shareholders.

5. “S” Corporation “Flow-through” or “Partnership” taxation. The corporation is not taxed as an independent entity. There is a limit on the number and type of shareholders.

6. Partnerships General Partnerships. Limited Liability Partnerships. Limited Partnerships. Limited Liability Limited Partnerships.

7. General Partnerships Two or more persons who carry on as co- owners of business for a profit. There is no limitation on liability. Governed by Iowa Code Chapter 486A. Taxation “flows-through” to the partners.

8. Limited Liability Partnerships File a statement of qualification with the Iowa Secretary of State. Limits partners’ liability. Taxation “flows through” to the partners. Governed by Iowa Code Chapter 486A.

9. Limited Partnerships General and limited partners. Limitation on liability of limited partners. Taxation “flows through” to partners. Governed by Iowa Code Chapter 488.

10. Limited Liability Limited Partnerships General and limited partners. Limitation on liability of all partners. Taxation “flows through” to partners. Governed by Iowa Code Chapter 488.

11. Limited Liability Companies Most popular entity form. “Flow-through” taxation. Members have limited liability. Governed by Iowa Code Chapter 489.

12. Intellectual Property Trademarks Patents Copyrights Trade Secrets

13. Trademarks A symbol, word, phrase, logo or combination thereof that defines a company. For Example….

14. Patent A government grant that gives the holder exclusive rights to a process, design or new invention for a defined period of time. For example, “gaming system with retractable gaming unit”.

15. Copyrights Creator’s exclusive right to distribute, copy and modify words, literary material, graphics, blue prints, pictorials, etc. For Example…. © 2012 Brown, Winick, Graves, Gross, Baskerville and Schoenebaum, P.L.C. All rights reserved.

16. Trade Secrets Anything kept secret that gives the owner a competitive edge because it is not generally known. For Example….

17. Raising Capital Do you want to use debt or equity financing? Match your business plan. Plan for the future.

18. Raising Capital What is a security? Selling securities requires a registration or exemption from registration. New businesses usually use an exemption from registration to raise capital.

19. Raising Capital The primary federal exemptions are the “504”, “505” and “506” exemptions. These exemptions allow you to sell securities to an unlimited number of “Accredited Investors” and limited “Unaccredited Investors” (depending on offering size).

20. Raising Capital What are “Accredited Investors”? They are primarily people with a net worth of greater than $1 million or yearly income of $200,000 ($300,000 for a married couple). An entity with assets in excess of $5 million not formed for this investment.

21. Raising Capital You must disclose to your investors all material facts an investor would consider important. You must disclose any facts necessary to make disclosures not misleading.

22. Top Ten Employment Issues 1)Should we use employees or independent contractors? 2) Should we use employment contracts?

23. Top Ten Employment Issues 3) How do I protect my idea? 4)How do I protect my clients?

24. Top Ten Employment Issues 5)Do I need workers’ compensation coverage?

25. Top Ten Employment Issues 6) What can I do to reduce unemployment costs? 7)Will growth trigger additional issues?

26. Top Ten Employment Issues 8)When do I need to adopt employment policies or a personnel manual?

27. Top Ten Employment Issues 9)Should I consider EPL insurance? 10)When should I consider a separate human resources function?

28. Chris Sackett sackett@brownwinick.com Amy Johnson amyjohnson@brownwinick.com 666 Grand Avenue, Suite 2000 Des Moines, Iowa 50309-2510 Telephone: (515) 242-2400 Facsimile: (515) 283-0231 Website: www.brownwinick.comwww.brownwinick.com DISCLAIMER: No oral or written statement made by BrownWinick attorneys should be interpreted by the recipient as suggesting a need to obtain legal counsel from BrownWinick or any other firm, nor as suggesting a need to take legal action. Do not attempt to solve individual problems upon the basis of general information provided by any BrownWinick attorney, as slight changes in fact situations may cause a material change in legal result.