Business

• Business
  • General
  • Company
  • Start Business
    • Start Business Check List
    • Start Business Monthly routine Check List
    • Business Structure
      • LLC vs INC
      • formation processes
      • Inc. vs. LLC: Varying tax advantages and disadvantages
    • federal and state tax IDs
  • VA
    • HOME \& COMMERCIAL KITCHEN-BASED BUSINESSES
      • Application form
  • Business Card
    • credit card

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Business

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General

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1. Business Plan:

   1. Start by drafting a detailed business plan outlining the concept, target market, menu offerings, pricing strategy, marketing plan, and financial projections. This will serve as a roadmap for the business and help you stay organized.

2. Legal Requirements:

   1. Research and comply with local laws and regulations regarding home-based food businesses, food handling, permits, licenses, and inspections. Ensure that you obtain all the necessary permits and approvals before launching the operation.

3. Kitchen Setup:

   1. Set up the home kitchen to meet health and safety standards. This may involve making modifications to the kitchen layout, installing commercial-grade equipment, and implementing proper sanitation practices.

4. Menu Development:

   1. Develop a menu featuring a variety of dumpling flavors and accompaniments. Consider offering options for different dietary preferences and restrictions, such as vegetarian or gluten-free dumplings.

5. Supplier Relationships:

   1. Establish relationships with reliable suppliers for high-quality ingredients.
   2. Source locally whenever possible to support small businesses and ensure freshness.

6. Branding and Marketing:

   1. Create a strong brand identity for Qi Dumplings, including a memorable logo, packaging design, and online presence. Utilize social media platforms, food blogs, and local community events to promote the business and attract customers.

7. Delivery Logistics:

   1. Determine how you will handle delivery logistics, including packaging, scheduling, and partnering with delivery platforms like Uber Eats and DoorDash. Ensure that you have efficient processes in place to fulfill orders promptly and maintain food quality during transit.

8. Customer Feedback and Iteration:

   1. Solicit feedback from customers to continuously improve the dumpling offerings and overall customer experience. Stay responsive to customer inquiries and reviews to build trust and loyalty.

9. Financial Management:

   1. Keep track of the expenses, sales, and profits to maintain financial stability and plan for future growth. Consider investing in accounting software or hiring a professional accountant to help manage the finances effectively.

10. Expansion Plans:

    1. As the business grows, consider expanding the offerings, exploring additional revenue streams, or even opening a physical location if feasible and desirable.

Remember that starting a business requires dedication, perseverance, and flexibility. Stay focused on providing exceptional dumplings and excellent customer service, and you’ll be on the way to success.

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Company

Start Business

Start Business Check List

1. Conduct market research

   • Market research will tell you if there’s an opportunity to turn the idea into a successful business.
   • It’s a way to gather information about potential customers and businesses already operating in the area.
   • Use that information to find a competitive advantage for the business.

2. Write the business plan

   • the business plan is the foundation of the business.
   • It’s a roadmap for how to structure, run, and grow the new business.
   • You’ll use it to convince people that working with you — or investing in the company — is a smart choice.

3. Fund the business

   • the business plan will help you figure out how much money you’ll need to start the business.
   • If you don’t have that amount on hand, you’ll need to either raise or borrow the capital.
   • Fortunately, there are more ways than ever to find the capital you need.

4. Pick the business location

   • the business location is one of the most important decisions you’ll make.
   • Whether you’re setting up a brick-and-mortar business or launching an online store, the choices you make could affect the taxes, legal requirements, and revenue.

5. Choose a business structure

   • The legal structure you choose for the business will impact the business registration requirements, how much you pay in taxes, and the personal liability.
   • Business Structure

6. Choose the business name

   • It’s not easy to pick the perfect name.
   • You’ll want one that reflects the brand and captures the spirit.
   • You’ll also want to make sure the business name isn’t already being used by someone else.
7. Register the business
   • Once you’ve picked the perfect business name, it’s time to make it legal and protect the brand.

   • If you’re doing business under a name different than the own, you’ll need to register with the federal government, and maybe the state government, too.

   • Register the Entity with the State Corporation Commission (SCC).
     • Create account and File online with SCC
     • For General Partnerships, Limited Partnerships, Foreign Limited Partnerships and Corporations or Limited Liability Companies to become incorporated in Virginia, an organization must file articles of incorporation and amendments with the SCC.
   • [Not Applied] Register Trade Name
     • A Fictitious or “Doing Business As”/Trade/Assumed Name is required if a business is conducted in Virginia under a name other than the owner’s legal name. An assumed or fictitious name certificate must be filed with the State Corporation Commission (SCC).
     • A fictitious name is a name that a person or business uses instead of their legal name.
     • Fictitious names are also referred to as assumed names, “t/a” (trading as), “dba” (doing business as) or “aka” (also known as”).

8. Get federal tax IDs -> IRS

   • You’ll use the employer identification number (EIN) for important steps to start and grow the business, like opening a bank account and paying taxes.
   • It’s like a social security number for the business.
   • Some — but not all — states require you to get a tax ID as well.

9. BOI

   • link
10. NAICS
    • 722310

11. EFTPS: The Electronic Federal Tax Payment System

    • link
    • Confirm the PIN
    • Update the EFTPS account info to state tax account
12. Register with the Virginia Employment Commission
    • [Not Applied] If you have employees, you must register with the Virginia Employment Commission (VEC).
    • vec.virginia.gov
13. Obtain Workers’ Compensation
    • [Not Applied] As a rule, a business with more than two employees is required to carry workers’ compensation coverage.
    • An employer may insure for workers’ compensation through a commercial insurer, self-insurance, a group self-insurance association or through a professional employer organization.
    • Virginia Workers Compensation Commission
    • 877-664-2566
    • workcomp.virginia.gov
14. Confirm Business Regulations
    • [Not Applied] If your business is a regulated industry or requires a professional registration license, contact the Virginia Department of Professional Occupational Regulation to confirm licensure or certification requirements.
    • https://www.dpor.virginia.gov/Applicants
    • https://www.sba.gov/business-guide/launch-your-business/apply-licenses-permits
15. Obtain Contractors License
    • [Not Applied] If your business is engaged in the construction, removal, repair or improvement of facilities on property owned by others, the Board of Contractors issues licenses in one of three classes: Class A, Class B and Class C. In most cases, the type of license you should apply for is based on the value or contract price of the projects your business will be bidding on or engaged in.
16. Get state tax IDs [x] video: https://www.tax.virginia.gov/news/register-your-business-online
    • Register with Virginia Department of Taxation
      • Sales Tax Certificate: Print this Certificate and display it in a visible location in the store.
      • If your business will collect and remit sales and use tax, food and beverage tax (meals tax) or has any other business tax requirements, you will need to register with the Virginia Department of Taxation.
      • tax.virginia.gov
    • Most common tax types:
      • Retail sales tax (in-state dealers);
      • [Not Applied] Use tax (out-of-state dealers with nexus in Virginia, or those choosing to collect sales tax as a courtesy to their Virginia customers);
      • [Not Applied] Employer withholding (if you have Virginia employees);
      • Corporation or pass-through entity income taxes.
    • Sales Tax
      • You must print and display your Sales Tax C ertificate in your business. If you ever need a replacement copy, use your Business Online Account to view and reprint your certificate.
      • Based on your registration, your filing frequency is Monthly and you must file / pay using the following forms and schedules, even if there is no tax to report for the filing period.
    • Pass-Through Entity
      • Based on your registration, your filing frequency is Calendar and you must file / pay using the following forms and schedules. Additional information is available on the Pass-Through Entity Tax page.
17. Obtain Environmental Health Permit for Food Establishments -> Virginia Department of Health (VDH)
    • inspection!! -> Health Inspector Visits
    • If your business is a food establishment, the Tax Administration Division cannot issue a license until an Environmental Health Permit is obtained.
    • Virginia Department of Health
    • 8470 Kao Circle
    • Manassas, VA 20110
    • 703-792-6310
    • https://www.vdh.virginia.gov/environmental-health/food-safety-in-virginia/food-operators/
    • vdh.virginia.gov/prince-william-environmental-health
    • Vomit and Diarrhea Event Response Resources
      • Food establishments are required to have written procedures for employees to follow when responding to vomiting or diarrheal events that involve the discharge of vomitus or fecal matter onto surfaces in the food establishment.
    • Certified Food Protection Manager (CFPM) Certification
      • As of July 1, 2018, food establishments (including temporary food establishments) need to have at least one employee with supervisory and management responsibilities and the authority to direct and control food preparation and service who is a Certified Food Protection Manager (CFPM)
    • Contact your Local Health Department for district-specific requirements in applying for a permit to operate a food establishment. You may download a food establishment permit application here: Foodservice Permit Application.
      • https://www.vdh.virginia.gov/prince-william/
      • PWHD@vdh.virginia.gov [emailed]
      • The Prince William Health District can be reached by phone at 703-792-7300 or 703-792-6300 for reporting public health emergencies or environmental or occupational hazards. If you need to reach Prince William Health District after hours, please call 1-866-531-3068.

18. Agencies

    • Department of Revenue
      • You will need to file an excise tax return monthly, quarterly, or annually, even if you have no business to report for a period. The department will assign you a filing frequency when you apply.
      • You will receive a Unified Business Identifier (UBI) number that you will need to use when you file your taxes or make changes to your business.
      • You will receive your business license, with any endorsements listed. Do not begin any business activity until you receive this license. Post the license at each business location.
    • Department of Labor and Industries
      • If you are hiring employees, submit quarterly reports for all active accounts, even if you have no employees and “0” active hours.
    • Department of Labor and Industries
      • If you are hiring employees, submit quarterly reports for all active accounts, even if you have no employees and “0” active hours.

19. Apply for licenses and permits

    • Keep the business running smoothly by staying legally compliant.

    • The licenses and permits you need for the business will vary by industry, state, location, and other factors.

    • ref:
      • State: WA
      • https://dor.wa.gov/open-business/apply-business-license
      • State: VA
      • Virginia Department of Agriculture and Consumer Services (VDACS) inspects homes and community kitchens
      • Virginia Department of Health (VDH) permits restaurants and temporary events

    • business license:

      • website:
        • All businesses are encouraged to obtain a business license regardless of reported gross receipts.
          • Any business, including those engaged in a home occupation or who are self-employed, whose prior year gross receipts are $500,000 and greater, or new businesses that expect their annual gross receipts to be $500,000 and greater, will have a license tax due.
          • Businesses with gross receipts less than $500,000 will not have taxes due to obtain a license.
        • Itinerant merchants and peddlers must file and obtain a business license prior to any sales.
        • A separate license is issued for each county business location and home-based business, and for contractors doing work in Prince William County regardless if the business is based in Prince William County or not.
      • Apply:
        • visit the Prince William County Tax Administration Division in person or email all the required documentation to taxpayerservices@pwcgov.org
        • After your business license is issued, you must renew it and pay the fee in full annually by March 1.
    • Professional Licenses:
      • Liquor License (Liquor and Cannabis Board)
      • …
20. Confirm Zoning and Building Requirements for Certificate of Final Occupancy
    • Zoning ordinances allow businesses of various kinds to be located in some areas of the county, but not others. Building codes regulate new construction, major renovation or change in use group in an existing building. An address verification, zoning and building clearance and Certificate of Final Occupancy is required of all businesses.
    • If you work out of your residence, you must obtain a Home Occupancy Permit.
    • Office of Zoning
    • 5 County Complex Court
    • Prince William, VA 22192
    • 703-792-6830

    • pwcva.gov/dds

    • Apply:

      • zoning query: https://www.pwcva.gov/department/gis/county-mapper

      • Zoning Administration/Permit

        • Home Employment Certificate (HEC): PERMITTED HOME EMPLOYMENT USES, Business Activities for Home Employment

          • Home Business (Part 100)+: Any commercial activity conducted entirely within a dwelling unit as an accessory use to the principal residential use.

          • Home Occupation (Sec. 32-300.07): A business activity conducted entirely within a dwelling unit by residents of that unit which is clearly incidental and secondary to its principal use as a dwelling unit.

            • Home Occupation Permits: The Zoning Ordinance allows a resident to operate a broad range of businesses from the home where that individual lives, if you are running a business from a residence you will need approval from Zoning to operate. You will not be able to get your business license without Zoning approval. link

            • Home Occupation Certificate - Home Office (HOC1): Form

            • Home Occupation Certificate - Family Day Home (HOC-2)

          • Home Employment (Sec. 32-300.16): A business activity conducted entirely within a single-family detached dwelling unit by residents of that unit which is clearly incidental and secondary to its principal use as a dwelling unit.

      • Application
        • Application for Zoning Approval: Form
        • Application for Home Employment Certificate (HEC): Form
      • • Before requesting Zoning Approval for a Home Employment Certificate for Baking/Catering, please note that the Prince William County Health Department will not authorize home kitchens to be used for commercial catering purposes. Any baking-related home employment must conform to the standards of the Virginia Department of Agriculture and Consumer Services. For additional requirements and information from the Virginia Department of Agriculture and Consumer Services call (804) 786-3520 or visit their website at www.vdacs.virginia.gov.
      • refer:
        • https://ij.org/issues/economic-liberty/homemade-food-seller/virginia/
        • https://www.albemarle.org/government/community-development/apply-for/home-occupations
        • https://www.spotsylvania.va.us/2225/Home-based-Businesses
        • https://www.fauquiercounty.gov/government/departments-a-g/community-development/zoning/home-occupation-permits
        • https://www.spotsylvania.va.us/Faq.aspx?QID=150
        • https://www.fredericksburgva.gov/Faq.aspx?QID=175
        • https://www.pwcva.gov/department/zoning-administration/zoning-counters-applications
        • Prince William County Mobile Food Vendor Policy Requirements
    • Food permit:
      • Home kitchen-based food businesses
      • commercial kitchen-based food businesses
        • Submit application packet to VDACS
        • Packet shall include:
          • Business information and zoning approval
          • Food processing and storage area diagram
          • Product list and planned distribution
          • Ingredient list, ingredient source, and recipes
          • Labels
        • After the application review is complete, a Food Safety Specialist will contact you to set up a preoperational inspection
        • Approval to sell your products is granted following the satisfactory completion of the inspection
21. Use of personal property
    1. Businesses that use personal property (i.e. assets or equipment used in conducting business) or have taxable personal property must complete a personal property tax listing form. The listing must be filed with your county assessor’s office by April 30 of each year. The assessor uses the listing to value your personal property taxes. Contact your local assessor for instructions. See our Personal Property Tax brochure for detailed information.

22. Open a business bank account

    • A small business checking account can help you handle legal, tax, and day-to-day issues.
    • The good news is it’s easy to set one up if you have the right registrations and paperwork ready.
    • Open credit card
    • Open checking account

23. Get ready for the tax

    • https://www.irs.gov/businesses/small-businesses-self-employed/recommended-reading-for-small-businesses
24. Retirement Plans
    • https://www.irs.gov/retirement-plans/plan-sponsor/types-of-retirement-plans

Start Business Monthly routine Check List

• State tax
  • online filing form ST-9 for Retail Sales and Use Tax (20th)

form ST-9

• Gross Sales and/or Rentals
  • 这个部分要求你填写在报告期间内出售物品的总金额。
  • 这里包括了食品销售、有形个人财产的销售或租赁，以及所有应税服务的销售。
  • 无论是现金销售还是赊账销售，都需要计入总销售额。
  • Enter the total gross dollar amount for items sold during the period.
  • This includes food sales, tangible personal property sold or leased during the period, and taxable services sold during the period.
  • It includes sales for cash and sales on credit.
• Personal Use
  • 这个部分要求你填写在弗吉尼亚州购买但没有支付销售税，并且从库存中提取用于个人使用或消费的有形个人财产的成本价。
  • 另外，还要包括在弗吉尼亚州内外购买的，用于个人使用或消费，但购买时没有支付弗吉尼亚州销售税或使用税的所有有形个人财产的成本价
  • Enter the cost price of tangible personal property purchased without payment of sales tax and withdrawn from inventory for use or consumption in Virginia.
  • Also include the cost price of all items of tangible personal property purchased either inside or outside Virginia for use or consumption, and on which no Virginia sales or use tax was paid at the time of purchase.
• Miscellaneous Exempt Sales 杂项免税销售
  • 在这个部分，你需要填写免除1%地方销售税的总销售额，但不包括食品和基本个人卫生产品的销售。通常情况下:
    • 如果你报告的地区免除了家庭消费燃料的地方销售税，那么 这部分销售额 与 州免税销售额 相同。
    • 如果地区不免除家庭消费燃料，那么 杂项地方免税销售额 应等于 州免税销售额 减去 家庭消费燃料 的销售额。
  • Enter the amount of gross sales exempt from the local sales tax of 1%.
  • Do not include sales of Food and Essential Personal Hygiene Products.
  • Generally, this is the same as the State Exempt Sales if the Locality you are reporting your sales for exempts fuel for domestic consumption from local sales tax.
  • If the Locality does not exempt fuels for domestic consumption then Miscellaneous Local Exempt Sales should be equal to State Exempt Sales minus the sales of fuels for domestic consumption.
• Deductions 扣除项
  • 这里你需要填写一些具体的扣除项，包括：
    • 在报告期间销售的物品被客户退还的部分销售价格（如果这些销售已计入总销售额且未在州免税销售中扣除）。
    • 在你支付了州和地方税后，由客户退还的物品的销售价格，这导致了退款或客户账户中的信用；还包括你在期间内支付了州和地方税的回购物品。
    • 在报告期间作为坏账注销的有形个人财产的销售价格部分。
    • 任何其他法律允许的扣除项。例如，如果在前期你支付了$100销售额的州税和地方税，而在当前期间内客户申请了2%的10天现金折扣（$100的2% = $2），你可以通过填写$2来收回前期支付的$2现金折扣的州税。
  • Enter any part of the sales price of items of tangible personal property sold during the period and returned by a customer during the same period, if such sales are included in Gross Sales and not deducted in State Exempt Sales.
  • Enter any part of sales price of items of tangible personal property returned by a customer after you have paid the state and local tax on such items, resulting in a refund to the purchaser or a credit to his account during the period; also include in this item the unpaid sales price of items of tangible personal property sold under a retained title, conditional sale, or similar contract that were repossessed by you during the period, and on which you have paid the state and local tax.
  • Enter that part of the sales price of items of tangible personal property that was charged off during the period as a bad debt, and on which you have paid the state and local tax.
  • Enter any other deductions allowed by law. For example, if for a prior period you paid the state tax and the local tax on a $100 sale, and during the period covered by the current return the purchaser claimed a 2% 10-day cash discount (2% of $100 = $2), you may recover the tax paid the state for a prior period on the $2 cash discount so taken by the customer by entering the amount of $2.
• Exempt State - Qualifying Food Sales and Use 州免税 - 符合条件的食品销售和使用
  • 虽然符合条件的食品销售免除了州销售和使用税率，但仍需缴纳1%的地方税率。
  • 你应该在这里填写这些销售额，以便系统正确计算州销售税和地方税。
  • 符合条件的食品包括大多数基本杂货食品和为家庭消费包装的冷冻食品，但不包括酒精饮料、烟草、即时消费的热食以及生产家庭消费食品的种子或植物。
  • While qualifying food sales are exempt from the state sales and use tax rate, they continue to be subject to the 1% local tax rate.
  • These sales should be entered here so that the State Sales Tax and Local Tax are correctly computed by the system.
  • Qualifying Food Sales includes most staple grocery food items and cold prepared foods packaged for home consumption.
    • Specifically excluded from the definition of food for home consumption are: alcoholic beverages, tobacco, prepared hot foods sold for immediate consumption, and seeds / plants that produce food for home consumption.
    • Food that is not considered “eligible food” under the federal food stamp program continues to be fully taxable.
    • More information can be found at https://www.tax.virginia.gov/grocery-tax.
• Exempt State - Essential Personal Hygiene Product Sales 州免税 - 基本个人卫生产品销售
  • 虽然基本个人卫生产品的销售免除了州销售和使用税率，但仍需缴纳1%的地方税率。
  • 你应该在这里填写这些销售额，以便系统正确计算州销售税和地方税率。
  • 基本个人卫生产品包括：非耐用失禁产品（如尿布、一次性内衣、护垫和床单）以及月经杯、护垫、卫生棉条等吸收月经流量的产品。
  • While sales of essential personal hygiene products are exempt from the state sales and use tax rate, they continue to be subject to the 1% local tax rate.
  • These sales should be entered here so that the State Sales Tax and Local Tax Rate are correctly computed by the system.
  • The definition of Essential Personal Hygiene Products includes:
    • nondurable incontinence products such as diapers, disposable undergarments, pads and bedsheets;
    • menstrual cups, pads, liners, tampons, and other products used to absorb menstrual flow.
    • More information can be found at http://www.tax.virginia.gov/grocery-tax.
• Prepaid Wireless Items Sold 预付无线物品销售
  • 填写在报告期间内在州内所有地点销售的预付无线物品的总数。系统将为你计算适用的费用和经销商折扣。
  • Enter the total number of prepaid wireless items sold during this period for all locations in the state.
  • iFile will compute the applicable Fee for you including the applicable dealer discount.
• Disposable Plastic Bag Tax 一次性塑料袋税
  • 填写在指定的县和城市销售的一次性塑料袋的总数。系统将为你计算相应的税金和经销商折扣（如果适用）。
  • 输入在阿尔贝马尔县、阿灵顿县、费尔法克斯县和劳登县以及亚历山德里亚市、夏洛茨维尔市、费尔法克斯市、福尔斯彻奇市、弗雷德里克斯堡市和罗阿诺克市销售的塑料袋总数。
  • 税金和经销商折扣（如果适用）将为您计算。
  • Enter the total number of plastic bags sold in the counties of Albemarle, Arlington, Fairfax and Loudoun, and the cities of Alexandria, Charlottesville, Fairfax, Falls Church, Fredericksburg and Roanoke.
  • The tax and dealer’s discount, if applicable, will be computed for you.
• Sales Amounts and Deductions
  • Gross Sales and/or Rentals:
    • Enter the total gross sales amount,
    • including cash and credit sales, tangible personal property sold or leased, and taxable services.
  • Personal Use:
    • Enter the cost of items taken from inventory for personal use,
    • including those purchased without paying Virginia sales tax.
  • Miscellaneous Exempt Sales:
    • Enter sales exempt from the local sales tax but not including qualifying food or essential hygiene products.
  • Deductions:
    • Include returns, repossessions, bad debts, and any other legal deductions.

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Business Structure

There are four primary company structures utilized by companies in the United States, which include:

• Sole Proprietorships
  • This option tends to be a better fit if you’re the sole owner of the company, plan to keep it small, and want to merge the personal and business taxes.
• Partnerships
  • This option may fit if there’s more than one major financial or practical stakeholder in the company and you’re looking to keep the costs as low as possible.
• Corporations
  • A corporation will work well if you want to issue stock in the business, favor a strict corporate structure, aim to grow rapidly and expansively, and you’re not intimidated by extensive reporting requirements.
• Limited Liability Companies
  • This model serves the interests of owners that don’t crave as much freedom from legally-imposed company restrictions as possible and don’t have an interest in issuing stock in their companies.
  • If the ins and outs of how to start an LLC in Virginia suit the needs, starting an LLC in Virginia will protect the personal assets from business-related legal burdens, promote a flexible management style, and allow you to employ a flexible approach to taxation.

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LLC vs INC

Company	LLC	INC
Type	limited liability company	“incorporated”
Doc	Articles of Organization	Articles of Incorporation
owner	CEO -> Member/Manager	shareholder/CEO/Officer/Director
liability	separate from its founders and members	separate from the individuals who founded it
.	same ->	如果公司有债务并且败诉，甚至公司破产面临债主追偿，只追究到公司层面，不会追究到股东个人的责任。
.	same ->	个人资产如名下房产，汽车，银行存款等都是安全的。
Pros	.	can provide W2
.	.	可以通过支付股东的工资来减轻公司的税负，同时也能控制股东个人的收入。
.	.	股东们可以选择把利润留在公司继续发展壮大，有利于吸引投资者。
Tax: Benefit	profits and losses go straight through to the owners	corporation distributes its profits to the shareholders (like, dividend)
.	.	税后利润可分给股东, 或者留在公司账上
Reduce Income?	Yes	No
.	.	corporation is a separate taxable entity with the business’ profits,
.	.	losses taxable to the corporation, not to the owners.
How to Tax	owner pays the tax on his or her personal return, and taxed at the individual rate	corporations are taxed at the corporate rate
Tax: pass-through	Yes, no federal income tax	C corporations 大型公司 (No), S corporations 小型公司 (Yes)
Double Tax	single level of taxation	C corporations (double), S corporations (single)
.	.	C corporations: 大型公司
.	.	by default, will be taxed under Subchapter C. (double)
.	.	if the corporation distributes its profits to the shareholders (like, dividend), that is income to the shareholders
.	.	shareholders have to report on their personal income tax return
.	.	S corporations: 小型公司
.	.	Only individuals, U.S. citizens or residents… can be shareholders
.	.	cannot be more than 100 shareholders (although some family members can be counted as a single shareholder)
.	.	can only be one class of stock (although differences in voting rights are permitted)

INC

• short for “incorporated”, and it is the abbreviation that is often used to indicate that a business is a corporation. (Example: Time Inc.)

• When you incorporate a business, you evolve from a sole proprietorship (if you are the sole owner) or general partnership (if there are co-owners) into a company that’s formally recognized by its state of incorporation.

• In other words, it becomes a legal business entity of its own — separate from the individuals who founded it and the shareholders who will own it over the course of its existence.

LLC

• limited liability company (More on liability and liability protection later.)
• Similar to a corporation, when you form an LLC, you are forming a company with its own legal existence — separate from its founders and members (as the owners of LLCs are called).

formation processes

• To form a corporation, a document called the Articles of Incorporation filed with the state. The articles can be used to opt out of or change certain statutory requirements that the corporation will be subject to otherwise. Certain governing provisions also have to be included in the articles to be effective. After the Articles of Incorporation are issued by the state, an organizational meeting is held to adopt the corporate bylaws. These bylaws govern the internal management of a corporation and the rights of the shareholders. (Nonprofit bylaws are often referred to as resolutions.)

• The document filed by an LLC is called the Articles of Organization, which contains less information than is required for a corporation. The owners (or members) of the LLC should also create an operating agreement that covers the main provisions for how the LLC will be managed and to clarify the rights, duties, and liabilities of members and managers.

Inc. vs. LLC: Varying tax advantages and disadvantages

Both LLCs and corporations (C corps and S corps) have their own tax advantages and disadvantages.

LLC

• An LLC is a pass-through business entity for federal income tax purposes.

  • That means it does not have to pay federal income tax. Instead, its profits and losses go straight through to the owners.

  • Pass-through taxation is the default rule.
  • If you have more than one member, If you do nothing, the LLC will be taxed as a partnership under Subchapter K of the Internal Revenue Code.
  • if you are the only member, the LLC will be disregarded completely for income tax purposes

• single level of taxation

  • Business income equals personal income, so the owner pays the tax on his or her personal return, and it’s taxed at the individual rate.
  • Since only the members pay tax, there is a single level of taxation
  • While a single level of taxation is a good thing, it doesn’t guarantee that being taxed as an LLC is better for you.

• In some circumstances, LLC owners can earn a substantially increased tax bill through the addition of the self-employment tax, currently at 15.3 percent.

  • And it can also depend upon whether the corporate or personal income tax rate is higher and what exemptions and deductions the owners are entitled to.
  • But if it is to the LLC’s advantage to be taxed as a corporation, you have that option.
  • You can file Form 8832 “Entity Classification Election” with the Treasury Department, and the LLC will be taxed as a corporation under Subchapter C.
  • if you so desire, and if the LLC qualifies, you also have the option to make a further filing to be taxed under Subchapter S.

INC corporations

• For corporations, there are two kinds for income tax purposes.

  • C corporations
    • be taxed under Subchapter C of the IRS.
    • C corporations are subject to double taxation.
  • S corporations
    • be taxed under Subchapter S of the IRC.
    • S corporations are subject to a single level of taxation.

• When you incorporate, the corporation, by default, will be taxed under Subchapter C.

  • the corporation is a separate taxable entity with the business’ profits and losses taxable to the corporation, not to the owners.
  • As a result, corporations are taxed at the corporate rate.
  • Then, if the corporation distributes its profits to the shareholders, say in the form of a dividend, that is income to the shareholders which they have to report on their personal income tax return.
  • It’s a double tax, and it can seriously cut into the real dollars earned in the end.

• However, if the corporation qualifies, you can choose to have it taxed as an S corporation.

  • An S corporation (Subchapter S corporations) is a pass-through tax entity.

  • Although S corporations and LLCs have that in common Subchapter S has several restrictions that LLCs taxed as a partnership or disregarded entity are not subject to.

  • In order to be eligible to make an S corporation election—and to continue to be an S corporation

    • the corporation must meet strict requirements on the number and type of shareholders and types of shares.
    • These rules are imposed by federal tax law, and not state corporation law.

    • Briefly stated, these rules include the following:

      • Only individuals, U.S. citizens or residents, certain estates and trusts, and certain tax-exempt organizations can be shareholders
      • There cannot be more than 100 shareholders (although some family members can be counted as a single shareholder)
      • There can only be one class of stock (although differences in voting rights are permitted)

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federal and state tax IDs

federal tax ID

• Employer Identification Number (EIN) is the federal tax ID.

• You need it to pay federal taxes, hire employees, open a bank account, and apply for business licenses and permits.

• It’s free to apply for an EIN, and you should do it right after you register the business.

• the business needs a federal tax ID number if it does any of the following:

  • Pays employees
  • Operates as a corporation or partnership
  • Files tax returns for employment, excise, or alcohol, tobacco, and firearms
  • Withholds taxes on income, other than wages, paid to a non-resident alien
  • Uses a Keogh Plan (a tax-deferred pension plan)
  • Works with certain types of organizations

• Step

  1. Apply for an EIN with the IRS assistance tool: EIN Assistant.

  2. The selection of S Corporation as the type of structure applying for an EIN.

  • We must initially classify you as a regular corporation.
  • In order to elect S corporation status for the organization, you will need to file Form 2553 (Election by a Small Business Corporation).
  • Once that form has been approved, we will update the account.
    • A corporation is a person or group of people who establish a legal entity by filing articles of incorporation with the state’s secretary of state granting it certain legal powers, rights, privileges, and liabilities.
    • An S corporation is an eligible domestic corporation that wants to avoid double taxation (once to the shareholders and again to the corporation) by electing this status using Form 2553 (Election by a Small Business Corporation).
    • Generally, an S corporation is exempt from federal income tax other than tax on certain capital gains and passive income.
    • An S corporation is not a sole proprietor or partnership.

  1. Next Steps (for S-Corporations)

     • Complete and file Form 2553 (Election by a Small Business Corporation).
     • This form must be completed in a timely manner to receive S corporation status.
     • See the instructions for complete information.

  2. Acceptance or Non-Acceptance of Election

     • The service center will notify the corporation if its election is accepted and when it will take effect.
     • The corporation will also be notified if its election is not accepted.
     • The corporation should generally receive a determination on its election within 60 days after it has filed Form 2553.

  3. Corrections?

     • If you need to make changes to the organization’s information, you must do so in writing and mail the information to the address provided at https://www.irs.gov/businesses/business-name-change.

state tax ID number

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VA

Types of Business Licenses

• Business licenses include local, state and federal licenses, as well as sales tax and other specific licenses for certain professions.
• There are also zoning permits to consider.

Steps to Getting the Virginia Business License

1. Name and form the company

   1. In order to form a limited liability company (LLC) in Virginia, you must first file articles of organization with the Virginia State Corporation Commission.
   2. For service of process, you’ll also need to establish a registered agent in Virginia.

   3. Once you have begun a business, make sure you have the key business details in order and ready for beginning the business license application. You will need:

      • A business name
      • An EIN (Employer Identification Number) or SSN (if you’re a sole proprietor)
      • A business entity type (LLC, partnership, corporation, etc.)
      • A business address and phone number
      • Anticipated revenue and expenses
      • A COI (certificate of insurance) for the business insurance policy

2. Apply for a local business license

   1. apply for a business license and/or business tax certificate for the city or county.

3. Determine which professional and occupational licenses may be applicable

   1. The Virginia Department of Professional and Occupational Regulation (DPOR) handles the majority of this licensure.
   2. Various professional regulating bodies and regulated professions and occupations are listed on the DPOR website.
   3. Using dpor.virginia.gov, you should determine which other licenses controlled on the local or statewide level may be applicable for the business and submit the appropriate information to apply for those licenses.

4. Apply for a sales tax permit and state tax account

   1. If the business is renting or selling tangible goods, you will need a seller’s permit, which is regulated on a statewide level.
   2. You must register with the Department of Taxation to collect sales tax if you will be selling items in Virginia.
   3. You can use the same portal to register for other state taxes accounts as well.

5. Apply for federal licenses (as necessary)

   1. though the federal government does not require or issue any general business operating licenses, you may be required to obtain licenses with specific government agencies depending on the business’s industry.
   2. Common industries requiring federal permitting include farming, mining, firearms, alcohol sales and aviation.

ALLERGENS ON LABELING The FDA lists nine (9) major food allergens. Listing any of these on the label is a smart business practice and will certainly help the customers choose a product.

• Milk
• Eggs
• Fish (e.g., bass, flounder, cod)
• Crustacean shellfish (e.g., crab, lobster, shrimp)
• Tree nuts (e.g., almonds, walnuts, pecans)
• Peanuts
• Wheat
• Soybeans
• Sesame seeds

In order to qualify for a permit to sell online or at craft shows, business owners must have a commercial grade kitchen that can be inspected by the state. But Emerson said this process can be expensive for a small business to do. She hopes the state will explore other options.

HOME & COMMERCIAL KITCHEN-BASED BUSINESSES

https://www.vdacs.virginia.gov/dairy-kitchen-food-services-businesses.shtml

Food establishments, including private homes, that manufacture, process, pack or hold food for sale are subject to the Virginia Food and Drink Law and related regulations. It is unlawful to operate as a food manufacturer, food storage warehouse, or retail food establishment until it has been inspected and has been issued a permit for the operation of the food establishment. (Note these exceptions from inspection.)

Enforcement of these requirements includes regular periodic inspections of food establishments, including private homes. VDACS’ Food Safety Specialists, also known as inspectors, ensure that any food or beverage manufactured, produced, processed, packed, exposed, offered, possessed or held for sale is safe for human consumption, and in compliance with the Virginia Food and Drink Law and related regulations. Inspectors look for evidence of unsanitary conditions, mislabeling and the mishandling of food products that can lead to unsafe foods. Manufacturers are subject to unannounced inspections and sampling, as well as an annual fee. Further guidance is available in the Additional Resources section below.

If you are interested in starting a catering company, please contact the Virginia Department of Health. Products containing meat are regulated by the Office of Meat and Poultry Services.

Permit Applications:

• Permit Application for a Home Food Processing Operation (pdf)
• Permit Application for a Commercial Kitchen Food Processing Operation (pdf)

Additional Resources

• Allergen Control Plan - Overview and Guidance (pdf)
• Commercial Kitchen Food Processing Operation Guidance (pdf)
• Frequently Asked Questions: Food Safety Program Annual Fees
• Food & Drug Administration
• Home Food Processing Operation Guidance (pdf)
• New Regulations For Food Storage and Manufacturing Facilities (pdf)
• Virginia’s Finest Program
• Permit FAQs (pdf)

Application form

• Complete the Application Form:

  • Fill out the application form with accurate information about the business. This includes details such as the business name (Qi Dumplings), owner’s name, contact information, commercial kitchen details (name, address, water supply, sewage disposal), number of employees, hours of operation, percentage of ingredients received from out-of-state suppliers, percentage of products sold to out-of-state customers, percentage of products sold retail, and percentage sold wholesale.

• Obtain Commercial Kitchen Approval:

  • Contact the commercial kitchen where you plan to operate Qi Dumplings and confirm if they allow food businesses to operate in their facility. Request written documentation confirming their approval.

• Provide Food Processing and Storage Area Diagram:

  • Create a diagram or submit pictures of the areas within the commercial kitchen that will be used for food preparation, storage, equipment washing, packaging, and storing non-food materials.

• Employee Training and Records:

  • Provide documentation of employee training in food hygiene and safety. Ensure that all employees, including the owner, have received adequate training before submitting the application.

• Product List and Planned Distribution:

  • List all the dumpling products you plan to offer along with the outlets where you intend to sell them, such as delivery to customer homes, farmers’ markets, grocery stores, etc.

• Preventing Allergen Cross-Contact:

  • Develop a written plan for preventing allergen cross-contact and conduct a food allergen ingredient analysis for all the products. Ensure that the plan includes controls to prevent cross-contact with allergens.

• Complete the Allergen Control Plan:

  • Provide a master list of ingredients used in the products, along with information on allergens present in each ingredient. Ensure that all ingredients come from approved sources and that allergens are clearly identified.

• Review Requirements of Subparts C & G and Exemptions:

  • Determine if the business qualifies for exemptions from certain regulations based on the sales volume and product types. If not exempt, ensure compliance with the requirements, including having a Preventive Controls Qualified Individual and a written Food Safety Plan.

• Product Information Sheet:

  • Create product information sheets for each dumpling product, including details such as ingredients, step-by-step instructions for preparation, cooking temperatures, cooling methods, storage instructions, and expiration dates.

• Product Label:

  • Design and provide final labels for each dumpling product, ensuring compliance with labeling requirements, including statements of identity, net contents, ingredients, allergen labeling, name and address of the business, nutrition facts (if applicable), and any claims made on the label.

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Business Card

credit card

name	Annual fee	No	cashback	offer
capital	————————	–	————————————————————————–	——————————————-
Spark 1% Classic	$0	[4th]	Unlimited 1%	.
Spark 1.5% Cash Select	$0	[3rd]	Unlimited 1.5%	$750 spend $6k in 3mon
Spark 2% Cash Plus	$150 – Spend $150k refund	[Good]	Unlimited 2% spend 150k?	$1,200 spend $30k in 3mon
Capital One Venture X Business	$395	[3rd]	Unlimited 2X miles + Annual $300 travel credit	150,000 miles spend $30k in 3mon ($750)
Chase	————————	–	————————————————————————–	——————————————-
Ink Business Preferred® Credit Card	$95	[4th]	3x for $150k spent on travel + categories (shipping; social media, advertising; travel, cable, phone), 1x	100,000 points spend $8k in 3mon
Ink Business Cash® Credit Card	$0	[4th]	5% at office supply stores, internet, cable, phone + 2% at gas, restaurants + 1%	$750
Ink Business Unlimited® Credit Card	$0	[3rd]	unlimited 1.5%	$750 spend $6k in 3mon
Ink Business Premier® Credit Card	$195	[2nd]	Unlimited 2.5% on purchases of $5,000+ + unlimited 2%	$1k spend $10k in 3mon
Amex	————————	–	————————————————————————–	——————————————-
The Blue Business® Plus Credit Card	$0	[2nd]	2X on office supplies, client dinners, 2X to the first $50k + 1x thereafter	15k points spend $3k in 3mon
Blue Business Cash™ Card	$0	[Good]	2% up to $50,000 per calendar year, then 1%.	250 spend $3k in 3mon
Business Gold Card	$375	[4th]	4X on 2 most categories. 4X on first $150k in combined purchases from categories each year + 1X	150k points spend $10k in 3mon
Bofa	————————	–	————————————————————————–	——————————————-
Business Advantage Unlimited Cash Rewards Mastercard® credit card	$0	[3rd]	Unlimited 1.5% bad open offer	$300 spend $3k in 3mon
Business Advantage Customized Cash Rewards Mastercard® credit card	$0	[Yes]	3% in category up to 50k (gas Office Supply travel, Wireless), 2% dining, 1% (5.25%, 3.5%, 1.75% with checking)	$300 spend $3k in 3mon
USBank
BUSINESS ALTITUDE™ POWER WORLD ELITE MASTERCARD®	$195	[2nd]	Unlimited 2X + 2.5X up to $5,000 in mobile wallet purchases each quarter.	75,000 points spend $10,000 in 4mon
Triple Cash Rewards Visa® Business Card	$0	[4th]	5%, 3%, 1% + $100 annual software credit for recurring software subscription expenses	$500 spend $4,500 in 5mon

Unlimited 4x + 400 fee:

• 1w * 4x = 4w = - 400 fee -> 2w = 400 back -> 3w = 800 back -> 5w = 1200 back

Unlimited 3x + no fee:

• 1w * 3x = 3w = 300 back -> 2w = 600 back -> 3w = 900 back -> 5w = 1500 back

Unlimited 3x + 100 fee:

• 1w * 3x = 3w = - 100 fee -> 2w = 500 back -> 3w = 800 back -> 5w = 1400 back

Unlimited 2x + no fee:

• 200 -> $1
• 1w * 2x = 2w = 100 cash back -> 2w = 200 back -> 3w = 300 back -> 5w = 500 back <——– No
• 200 -> $2
• 1w * 2x = 2w = 200 cash back -> 2w = 400 back -> 3w = 600 back -> 5w = 1000 back <——–

Unlimited 2% + no fee:

• 1w * 2% = 200 cash back -> 2w = 400 back -> 3w = 600 back -> 5w = 1000 back <——–

Unlimited 2% + 200 fee:

• 1w * 2% = 2w = 0 cash back -> 2w = 200 back -> 3w = 400 back -> 5w = 800 back

Unlimited 2x + 100 fee:

• 1w * 2x = 2w = 100 cash back -> 2w = 300 back -> 3w = 500 back -> 5w = 900 back

Unlimited 1.5% + no fee:

• 1w * 1.5% = 150 cash back -> 2w = 300 back -> 3w = 450 back -> 5w = 750 back

BOFA

• Preferred Rewards

  • Once you’re a Preferred Rewards for Business member, you’ll earn 25% - 75% more rewards on every purchase made with eligible Bank of America® credit cards. View a complete list of ineligible credit cards.
  • the reward bonus is based on the enrolled tier: Gold 25%, Platinum 50% or Platinum Honors 75%.

  • For example, a purchase that typically earns $1 in cash rewards will earn $1.25, $1.5 $1.75, depending on the Preferred Rewards for Business tier.

  • Business Advantage Unlimited Cash Rewards Mastercard® credit card:

    • 1.5% cash back on all purchases
    • You can earn 25% to 75% more cash back on every purchase, when you have a business checking account with Bank of America® and are enrolled in Preferred Rewards for Business.
    • That means you could
      • earn up to (1.5%) 1.9%, 2.4%, 2.62% cash back on all purchases.

  • Business Advantage Customized Cash Rewards Mastercard® credit card

    • 3% in gas & EV charging, office supply stores, travel, TV/telecom & wireless, computer services or business consulting services
    • 2% cash back on dining purchases for the first $50,000 in combined choice category/dining purchases each calendar year
    • 1% cash back on all other purchases
    • You can earn 25% to 75% more cash back on every purchase, when you have a business checking account with Bank of America and are enrolled in Preferred Rewards for Business.
    • That means you could earn
      • up to 5.25% in selected choice category
      • up to 3.5% on dining purchases on the first $50,000 in those combined purchases each calendar year,
      • up to an unlimited 1.75% cash back on all other purchases.
  • maintain program status
    • All you have to do is maintain your qualifying balance and have an open active checking account.
    • Your qualifying balance is your combined average daily business balance in your Bank of America® business deposit and/or Merrill business investment accounts over three full calendar months.
    • The minimum qualifying balance requirements are $20,000 for the Gold tier, $50,000 for the Platinum tier and $100,000 for the Platinum Honors tier.
    • Once you’re a member, you’ll keep your benefits for as long as you continue to qualify for the program.

.