Benefits of Business Card Marketing

Do you know that a business card is a great tool of direct marketing? With the help of the business card you can create an impression on the people you meet, and let them know about the products or services that you offer. You card gives people an opportunity to get in touch with you, and they also get information about your professional profile. If these people need any services or products that you offer, they might contact you, provided the card is able to create a great first impression. Hence, it is very important that you only use business cards which are impressive.

If you want to reap the benefits of business card marketing, you will need to ensure that the cards are able to draw the attention of the people. Also, you should make sure that most of the people, who you come in contact with, should get your business card. Here are a few other tips that will help you in your business card marketing efforts:

1) Do not miss any information- it may be hard to believe but at times, many people forget to mention important details like name and phone number. If you want people to be able to contact you, you should include important information like full name, telephone number and email address. Also, it is better when you provide a fair description of your company and job position so that the people can understand where you work, and what you do for a living. Providing such information will ensure that you are able to build a good professional network.

2) Include a logo or image - if you work for any organization, of if you are the owner of a business, it is advisable that you include your organization's logo so that the people can identify your position in the business world. You will be able to reach your target audience. Besides, the logo will help the people to identify with your business. If you are a freelance professional, you can include your photo instead of any logo. The photo will help in creating a strong impression on the minds of the people, who get your business card.

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Starting Business in Birmingham

Regeneration and quality woo savvy shoppers to Birmingham
John Murray Brown

Status symbol: the newly opened £35m John Lewis department store in Grand Central
From this month, Birmingham will be the only location outside London boasting a John Lewis, a Selfridges and a Harvey Nichols department store.
The city of a thousand trades, long known for manufacturing and metal bashing, can now justifiably claim to be a retail centre too.
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Indeed the city has three main shopping centres. The latest to open, Grand Central, on top of the new station, links the Bullring on the city’s east side and the Mailbox in the canal quarter just behind Broad Street, the nightclub district.
“It seems like it’s Birmingham’s time,” says Lisa Williams, manager of the newly opened £35m John Lewis in Grand Central.
The party to open Grand Central formally last week was probably the most eagerly awaited retail event of the year. Earlier that week, Network Rail unveiled its £600m redevelopment of New Street station, a landmark regeneration for the south side of the city with the station now able to handle 300,000 passengers a day.
“We’re a full-service department store sitting on top of the busiest station outside London,” says Ms Williams.
With one of the country’s youngest city populations — many of whom are employed in its growing services and technology economy — it is estimated that Birmingham has attracted close to £1bn of investment in retail and associated transport projects in the past year.
With the advent in 2026 of HS2, the high-speed rail link with London, Birmingham’s status as a retail hub will be further enhanced.
“If the product’s right, then there is no real price sensitivity in Birmingham,” says Richard Vickery, general manager of Harvey Nichols in Birmingham.
“That would surprise a lot of people. But there is a lot of wealth in the region, a lot of people appreciate quality, and there are a lot of people who actually enjoy spending their money.”
Brockton Capital, a specialist property company, has spent £50m improving the Mailbox, the former Royal Mail sorting office building, which will soon house not just Harvey Nichols, but Armani, Hugo Boss, Gieves & Hawkes and Jaeger.
There is a lot of wealth in the region, a lot of people appreciate quality
- Richard Vickery
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East of the city centre in the Bullring, Selfridges has invested £20m modernising its store which, when built in 2003, became Birmingham’s most photographed building with its distinctive curved exterior mounted with 15,000 anodised aluminium discs.
Analysts today trace Birmingham’s retail revival back to Hammerson’s 2003 decision to redevelop the Bullring, a soulless 1960s shopping centre of vacant and temporary shops bisected by a major road.
Birmingham City Council played its part, buying the Pallasades above New Street station, which has been reborn as the Grand Central scheme, a development on the market again with a guide price “in excess of £300m”, according to property insiders.
The ambition is for Birmingham to overtake Leeds and Glasgow as the leading shopping destination outside London. The city’s visitor economy has grown by 11 per cent over the past six years, with 33.8m visitors a year contributing more than £5bn a year to the local economy.
The council believes that the city could attract an additional 10m-15m visitors, pointing to the success of the Bullring shopping centre which has attracted 90 retailers and an estimated 400m visitors since it reopened 11 years ago.
Ms Williams says: “We worked very closely with [Birmingham City Council] on our development. They were very keen to get John Lewis to anchor the development, to see the south side of Birmingham city centre being regenerated. Before this, the retail offer was thought to be quite split.”
Grand Central was conceived as the retail link between the more mass market Bullring centre and the high-end Mailbox, where Harvey Nichols is pioneering a concept design store deploying the latest digital technology to enhance the customer experience.
One innovation has been to install radio frequency identification tagging, which many companies use for inventory management but is being deployed by Harvey Nichols to help prevent store theft.
“Because of that level of security, the presence of staff on the floor, and the layout, it makes us less of a target, particularly important with the price points of the products we sell,” says Mr Vickery, standing beside a shoe display with a pair of Buscemi trainers selling for a touch more than £800.

John Lewis, meanwhile, will be testing its “click and commute” shopping model, where rail travellers will be able to pick up products they have earlier selected and paid for using their mobile phones while on the train.
“An escalator will take you from the concourse straight into the centre of the shop, so we couldn’t be making it easier for a customer who comes by train,” says Ms Williams.
Omar Allibhoy, the founder of the Tapas Revolution Spanish food chain, who has a tapas bar restaurant in Grand Central, believes that train commuters could account for 20 per cent of his customers.
“I just felt Birmingham ticked all the boxes for us. There was footfall, disposable income and people are very knowledgeable about food.
There are more than 1,000 Chinese restaurants in the city, and perhaps the same number of Indian restaurants, and yet there are only 16 Spanish restaurants. This is definitely the place to be.”

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Silent Partner in Corporations

Partnerships and corporations are different types of business ownership structures. They are regulated by different tax laws and their investors take on different levels of risk. Because of the way they are structured, it is impossible to be a silent partner in a corporation, but being a shareholder in a corporation can provide similar advantages to silent partnerships.

Silent Partnership
A silent partner, also sometimes called a sleeping partner, is someone who puts up money for the enterprise, but does not want any role in day-to-day operations, and in some cases, wishes to remain anonymous. Other partners would provide additional capital, labor, skill or property necessary to get the business running, and each partner would expect a portion of the profits according to their business agreement. Each partner -- silent or not -- is also liable for losses. Silent partnerships are common in small businesses, start-ups or businesses like restaurants in which the creative force behind the enterprise might need a backer to get it off the ground.

Corporation
In a corporation, investors, or shareholders, contribute money, property or both for a portion of the corporation's stock. The management of the corporation is responsible for the day-to-day business and distributes profits to shareholders. Corporations can be privately held, which means their shares are not traded on the public market, but the management structure and tax obligations remain the same.

Similarities
Investors drawn to silent partnerships because they don't want to deal with the day-to-day commitments of running a business might find that becoming a shareholder in a corporation shares similar advantages. Like silent partners, shareholders generally stay out of the day-to-day operations of a corporation. Their role is typically limited to electing a board of directors, who in turn, appoint a Chief Executive Officer. The CEO must answer to the board of directors, but is responsible for hiring the management staff of the corporation. Shareholders who own preferred stock are even more removed from day-to-day operations. They have no voting role in the corporation, but are still paid dividends.

Risks
Silent partners generally take on more risk than shareholders because they are personally liable for the losses of the enterprise. That means creditors can go after their personal assets to settle a business debt, regardless of whether they are silent partners. Shareholders, on the other hand, are legally shielded from the company's debts or legal judgments against it, and will only see losses in the declining value of their stocks.

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Significant Compensatory Tax Laws

Until the United States Constitution became law in 1789, each state operated as a sovereign entity loosely held together by the Articles of Confederation. Reluctantly, the states ceded certain powers to the federal government under the Constitution. One of those powers was the right to regulate commerce among the several states, referred to as the Commerce Clause. Today, the government applies the Commerce Clause to prevent states from enacting compensatory tax laws that restrict interstate commerce.

Compensatory Tax
A compensatory tax is levied by a state on the transactions of businesses and individuals domiciled in another state or another country to balance the tax burden on domestic businesses and residents already subject to state taxation. For example, many states have a sales tax that might motivate people or companies to purchase goods and services from vendors located in states without a sales tax. To offset this competitive imbalance, these same states also levy a use tax on the merchandise or services purchased out-of-state. The use taxes are usually equivalent to the sales tax to eliminate any competitive advantage.

Commerce Clause
The Commerce Clause resides in Article 1, Section 8, Clause 3 of the U.S. Constitution and gives the federal government the right to regulate interstate commerce. On the other hand, the states contend the federal powers are too broadly applied and cite the Tenth Amendment as the states' authority to impose compensatory taxes. The Tenth Amendment to the U.S. Constitution was drafted to limit the spread of federal authority and to reserve for the states all powers not specifically granted to the federal government by the U.S. Constitution.

U.S. Supreme Court Cases
Over the years, the U.S. Supreme Court has consistently upheld the government's right under the Commerce Clause to prevent states from imposing compensatory taxes that discriminate against businesses primarily engaged in interstate commerce in favor of local intrastate businesses. The courts have presided over the issue of when a legal tax incentive become tax coercion in violation of interstate commerce. The U.S. Supreme Court has ruled that in certain instances the Commerce Clause does remove the states' power to regulate commerce but in other situations, states share equal taxing authority.

Significance
A state compensatory tax that appears to be discriminatory may be legal if the levy that is imposed on a particular class of out-of-state companies is substantially equal to an identifiable existing state tax on in-state companies of the same classification. At the time of publication, few compensatory taxes have met this court-imposed standard. As a general rule, compensatory taxes have been struck down as unconstitutional by the Supreme Court because they violate the interstate commerce provision of the Commerce Clause in the Constitution.

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Accounting Basics for Franchisors

Franchisors are companies that own a particular business concept they allow others -- franchisees -- to buy into. A successful franchisor such as McDonald's can receive revenue from thousands of franchisees across the country or even the world. The Financial Accounting Standards Board sets the rules for how franchisors must account for their income from franchisees.

Sales
Financial Accounting Standard 45 states the franchisor can record the income from a franchise sale when she's completed all material services and conditions related to the sale. That means the franchisor has carried out all initial services required under the franchise contract, and that she has no remaining obligation or intent to refund any payments received from the franchisee. If the agreement doesn't require any initial services, but the company provides them as a standard practice, she must provide them to claim revenue.

Opening
The FASB assumes, in most cases, a franchisor has completed the initial services required when the franchisee actually opens its doors. At that point, the franchisor can include the revenue on his books. Any costs the franchisor occurs in completing the sale should be deferred until then. If the initial franchise fee is large and the franchisees' continuing fees are not, the franchisor may have to amortize the initial fee over the life of the franchise, claiming a portion as income in each year the franchise stays open.

Continuing Fees
The franchisor can treat continuing fees as revenue as soon as he's entitled to receive them from the franchisee. Even if part of the fee is for a particular purpose -- a national ad campaign that's already launched, for instance -- it isn't revenue until it's time for the franchisee to pay. The franchisor should record any expenses involved in earning the continuing fees at the time he incurs the cost.

Considerations
If a franchisor provides material goods to a beginning franchisee -- such as signs, equipment or inventory -- the franchisor can claim that part of the franchise fee immediately. The amount must be based on the fair market value of the material goods. If the franchisee is entitled to buy equipment or supplies at below the market rate, then part of the initial fee shall be deferred to cover the difference between market value and the purchase price.

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Get Liquor Licenses in Washington

As a restaurateur, manufacturer or retail seller of alcohol, you will need a liquor license to sell and distribute alcoholic beverages in Washington, D.C. The Alcoholic Beverage Regulation Administration manages the licensing process, including reviewing applications, issuing and renewing licenses. As an independent agency, ABRA also makes sure liquor license holders comply with regulations. Obtaining a liquor license in D.C. involves completing an application, meeting with a licensing specialist at ABRA and passage of a background investigation and protest period.

Download the “ABC License Application” from the District of Columbia’s Alcoholic Beverage
Regulation Administration’s website, if you are a retail establishment or wholesale applicant. Review the instructions to ensure you meet the qualifications to obtain a license, such as being over 21 years old and having government-issued identification. If applicable, have the Landlord Affidavit and Transfer Consent forms completed. Complete the application and obtain the proper signatures needed for each document.

Call the ABRA licensing specialist at 202-442-4423 to schedule an appointment to submit your application for a liquor license. You will need to meet with a licensing specialist and submit your application in person.

Go to the appointment with the licensing specialist. ABRA is located at 2000 14th Street, NW, Suite 400S. Bring all of the paperwork, including the application, applicable consent and authorization forms. Additionally, you must bring government-issued identification, your business’ tax registration form and your Clean Hands Certification. The licensing specialist will review your paperwork on-site to assess the application and processing fees. If you are found to owe more than $100 to the District government, per the Clean Hands Law, you will be denied a liquor license.

Submit your payment for the liquor licensing and processing fees, as determined by the licensing specialist. Should your application be denied, you will receive a refund of the processing fee, based on your business type -- sole proprietor, partnership or corporation. ABRA only excepts cashier’s checks, money orders, certified checks, Visa or MasterCard. Cash, business or personal checks and all other credit cards are not accepted.

Wait to receive notification from ABRA if you are granted or denied a liquor license. ABRA will complete a criminal history evaluation and allow a 45-day period for the public to file a protest against your proposed liquor license. Once your background investigation is reviewed and the protest period has ended, you will receive your liquor license, as long as you have no offenses, don't owe the District money and don't have any protests.

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LLC Income Vs. Retained Earning

A limited liability corporation (LLC) is a special type of business association that shares characteristics of C corporations and partnerships. Like a C corporation, the owners of an LLC have limited liability in terms of debt and legal liabilities. Like a partnership, the owners of an LLC enjoy pass-through taxation. Because corporate earnings and personal earnings are taxed differently, it is important for LLC owners to distinguish between retained earnings and regular income.

Pass-Through Taxation
A significant advantage of the LLC business format is that this legal structure avoids double-taxation. In a corporation, income is taxed at the corporate level and then at the shareholder level. In an LLC, however, income is taxed only once, when it passes through to the owners of the LLC and is treated as ordinary income.

Regular Income Tax
The Internal Revenue Code has a variety of tax rates on different types of income. Currently, the top tax rate for individual income is 35 percent. This is the maximum rate that the owner of an LLC would pay on income generated by that company. For a highly profitable company, it is likely that a significant portion if not a majority of the owners' income would be taxed at this rate.

Corporate Taxation
While C corporations face double-taxation, the first round of taxes is based on the corporate tax rate of 15 percent. This is significantly lower than the 35 percent maximum tax rate for individual income taxes. Therefore, LLCs would benefit if some of their earnings could be treated as corporate earnings, rather than individual income.

Form 8832
Generally, the income of an LLC is treated as personal income for the owners. However, there may be instances when an LLC wishes to retain some income for a later year to save up for a large purchase, for example. In this situation, the LLC may be able to treat these retained earnings as corporate profits rather than personal profits. To do so, the LLC must file a Form 8832 with the Internal Revenue Service stating its intention to have retained earnings taxed at the corporate rate.

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NY Full-Time Hour Jobs

Though a 40-hour work week is commonly considered full time, the United States Department of Labor reports that the Fair Labor Standards Act – a document that outlines the basic work laws, including minimum wage and overtime pay, for U.S. employees – does not define full-time employment or part-time employment. In New York, like in all states, it is up to each employer to define employment as full time or part time.

Limits on Hours
The New York State Department of Labor imposes no limits on the number of hours employees can work per day. Likewise, there are no limits on how early in the morning an adult employee can start working or how late in the day an adult employee can work. However, the state does require that employers give employees 24 hours of rest per calendar week in certain places of employment, including factories, mercantile establishments and restaurants.

Overtime
Though the New York State Department of Labor doesn't define full-time hours, it does define overtime hours. If nonresidential employees – any employees that don't live at their workplace – in New York work more than 40 hours in a single payroll week, employers must distribute overtime pay. Overtime applies to residential, or “live-in,” employees after 44 hours.

New York Averages
According to 2011 reports from the Bureau of Labor Statistics, the average employee on a private, nonfarm payroll in the state of New York worked 34.2 hours per week. Hours varied per industry; for instance, the average New Yorker working in manufacturing worked 40 hours per week, while those working in the leisure and hospitality industries worked an average of 27.4 hours per week. New York's average falls closely in line with the national average of 34.6 hours per week, according to the same BLS data.

State Requirements
Like all states, New York requires employers to pay both part- and full-time employees a minimum wage. In 2011, that wage was $7.25 per hour, with exceptions for farmers, youth and employees who also earn tips. Employers must give employees that work a shift of more than six hours at least one uninterrupted 30-minute lunch break, though they do not have to pay for this break.

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Meaning of To Tender Contracts

To tender a contract means to present to another person or a company an offer of money for a service, according to West's Encyclopedia of American Law. Tendering a contract is a common legal process for bigger projects -- those in which a business offers to supply goods, perform a job or buy another business. A tender contract can be for a company, but it is most commonly used to do business in the public sector.

Process
Tendering a contract is a formal process. Usually a request for tender is prepared by the organization looking for services. The request for tender is a formal document that outlines the services the organization needs, the goals for the project and the experience the servicer needs. The organization will usually have a quote and timeline in mind for the services it wants, but will not share them with contractors they may hire. Instead, it invites the contractors to determine the price and timeline for services.

Bidding
The tender contract is a proposal or formal quote a business presents to an organization. Usually there is more than one proposal for a tender contract. In this case, the organization will have to decide among many offers, also called bids. In most cases, a public organization works under a specific budget and has a certain set of goals in mind for the project. The tender contract should be tailored specifically to the organization's goals and prove why it is the best value.

Tender Contract
Certain criteria should always be included in the tender contract. The first is a bid purpose -- or the reason a contractor wants to take on the job and how he expects to fulfill the client's needs. A contractor should also include his qualifications and how he intends to manage the project. This should include a timeline of how the services will be provided. Lastly the contractor should break down all of the cost for the services and explain what makes the services he is offering the best value.

Selecting
Once all of the bids for the contract are in, the organization chooses the bid it believes is the best offer. The organization notifies the contractor with the winning bid as well as those whose bids were unsuccessful. Formal documents for the contract are drawn to ensure that the contractor will complete the job as specified in his offer.

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Making Corporation Partner in Partnership

Each state has the authority to create its own laws on the creation of business entities such as corporations, limited liability companies and partnerships. However, for purposes of creating partnerships, a majority of the states have adopted the federal Uniform Partnership Act in its entirety or with minor modifications. As a result, most states allow a corporation to be a partner in a partnership.

Formation
The Uniform Partnership Act provides a broad definition of a partnership as two or more persons who conduct a business for profit as co-owners. Corporations and LLCs require express consent by all parties to create the business entity. However, a partnership can exist as a result of an oral agreement between two parties who plan to pursue a business venture together.

The partnership can even exist without express agreement to create it. For example, if two people decide to open a restaurant and fail to create any other business entity in their state, the joint venture will be subject to partnership rules by default.

Considerations
Delaware is just one state that adopts the provisions of the Uniform Partnership Act and allows a corporation to serve as a partner in a partnership. At first glance, it may appear that only individuals can become partners since the rules require two or more "persons." However, both the partnership act and the Delaware Act include various types of business entities, including corporations, in the definition of "person."

Benefits
Partnerships are beneficial for joint ventures between a corporation and another business entity or individual because it allows the corporation to separate its other corporate operations from the partnership activities. It also allows the corporation to create and dissolve the venture without the formalities most states require.

The lack of formal requirements allows the corporation to dissolve a partnership as quickly as it enters into it. For example, if the venture proves unprofitable, the corporation can withdraw from the partnership voluntarily without any interference to its corporate business.

Taxation
Federal income tax laws impose corporate and partnership taxes on a corporation that is a partner in a partnership. The partnership must file a yearly informational tax return, using Form 1065, but it doesn’t pay income tax. Instead, the partners receive a Schedule K-1 that reports their share of partnership's income and deductions. As a result, the corporation, which is a separate taxpayer, must report the partnership income, or loss, with the income it earns from other corporate activities and reports on a corporate tax return.

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Comprehensive Contract & Monthly Contract

Whether you should enter into a comprehensive or a monthly contract will depend on what you're trying to achieve. If you're looking for a long-term contract with unchangeable terms, a comprehensive contract may be the way to go. However, if you're looking for a short-term agreement that can be easily changed, a monthly contract may be better. Before deciding, make sure you thoroughly understand the differences between each of these options.

Comprehensive Contract Defined
Comprehensive contracts are long-term, in-depth and detail-oriented agreements. The goal in creating a comprehensive contract is to write an agreement that will satisfy both parties, and won't need to be revised or renegotiated. When writing comprehensive contracts, the parties take their time to carefully and thoroughly write out the terms they're willing to agree on. This often entails a lot of negotiating and revising before the actual contract is finished.

Monthly Contract Defined
In direct contrast to the long-term and detailed nature of comprehensive contracts are monthly contracts. Monthly contracts are meant to be short-term and frequent changes are anticipated from the start. When writing monthly contracts, much less negotiating is needed, as the terms in these contracts aren't nearly as in-depth and detail-oriented as with comprehensive contracts. Generally speaking, monthly contracts are short, sweet and to the point. They're ideal for situations where flexibility is necessary.

Examples of Comprehensive Contracts
Governments often use comprehensive contracts when they enter into agreements with other nations. One example is Sudan's comprehensive peace agreement entered into by the Sudanese government, the Sudan People's Liberation Movement and the Sudan People's Liberation Army in 2011. However, comprehensive agreements are also found throughout the business world wherever large negotiations are warranted. For example, comprehensive contracts are often used whenever mergers and acquisitions take place, or when long-term detailed agreements must be made.

Examples of Monthly Contracts
One common example of monthly contracts involves month-to-month leases. For landlords, a monthly contract may be beneficial when they don't want long-term tenants. For example, a landlord may rent a property out as a vacation home on a monthly basis. For the tenant, a monthly contract may be beneficial if he's planning on moving before a typical 12-month lease would expire. Another example includes month-to-month cell phone contracts where the customer isn't tied into a long-term commitment and has the option of canceling service at the end of each month without penalty.

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Breach of Contract in Pennsylvania

A contract is a legally binding and enforceable agreement between two or more parties. A legally recognized breach occurs when a party to the agreement did not comply with the terms and provisions of the contract. A party damaged by a breach can turn to the courts for a remedy or to seek compensation. State statutes and case law regulate such legal actions in Pennsylvania.

Statutes of Limitation
Most legal actions, including suing for breach of contract, have a legal time limit imposed to bring such a lawsuit. This limit is the statute of limitation. In Pennsylvania, the statute of limitation for a breach of contract action is four years. This applies to most types of contracts, including those between merchants or businesses. However, state law allows for a contract between businesses to specify a customized statute of limitations of between one and four years. In the absence of such a specification, the statute rule of four years is legally presumed.

Discovery of Breach
A major legal issue in a breach of contract case is determining at what point did the breach occur. This is important because of the application of the statute of limitation. Where a contract specifies a certain action on a certain date and it does not occur, the breach is dated from that point. For example, if the contract says a buyer will pay for a purchase on Feb. 1 and she does not, the breach and thus the statute of limitation runs from that date. If there is a warranty for future performance of the goods, the breach and the time limit will run from the date the buyer discovers the goods do not meet the warranted performance.

Repair and Fraud
In the case of a breach of warranty in which the seller represents that he can repair the problem and undertakes such repairs, that period of time does not count against the statute of limitation. In a case in which one of the parties commits fraud that prevents the discovery of a breach, the time limit only starts to run from the time the damaged party discovers the breach. For example, a seller presents forged maintenance records to the buyer for an automobile. The statute of limitation will only start to run when the fraud is discovered, not from the date of the contract.

Enforceable Contracts
Even when all the statutory rules allow a lawsuit for a breach of contract, three legal requirements must be met for the suing party to be successful. There must be a legally recognizable contract. For example, contracts regarding real estate or the sales of goods over $500 must be in writing. The alleged breaching party must have violated a legally recognizable duty. For example, an intervening act of war or natural disaster is a legal excuse not to perform a contract obligation fully or on time. The suing party must show that she suffered legally recognizable damages as a result of the breach.

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Binding Contract in North Carolina

A legally binding contract in North Carolina allows a wronged party to enforce the terms of a broken contract in court. A contract can take either verbal (oral) or written form and must be a promise, agreement, memorandum of understanding, lease, and settlement between two or more parties who agree to perform services for one another. Legally binding contracts only last as long as state time limitations before which a wronged party must take an action to enforce a contract.

Components
Legally binding contracts in the state must contain three components. One party must offer to provide or not provide a product, service, or action to another party. The other party must agree to exchange with the first party something of value in return. Both parties must reach a reasonably fair agreement in order for a North Carolina court to enforce the contract so that one party does not agree to an abusive contract.

Considerations
While verbal and written contracts usually receive equal treatment under North Carolina law, certain types of verbal agreements do not hold legal standing in the state, including contracts for the sale and lease of land, commercial loan agreements worth more than $50,000, promises to pay off debt already discharged by bankruptcy, sales of goods worth $500 or more, and agreements to pay off the debt of another party, according to Chapter 22 of the North Carolina Code.

Enforcement
Just because the state classifies a contract as valid does not mean that a party can successfully take action to enforce the agreement in court. A party must have evidence of a verbal contract, including witnesses, records of telephone calls, or an unofficial paper trail, such as emails or letters, in order to help prove they were party to a contract. Contracts signed under duress are not legally binding in North Carolina.

Prohibitions
Whether verbal or written, a legally binding contract in North Carolina cannot contain any clauses that disagree with laws of the state. The state prohibits arbitration clauses that limit a parties’ ability to sue for a broken contract and waivers that protect either party from liability or increases their liability to more than the limits established by the Tort Claims Act. Parties to a contract cannot agree to shorten or lengthen the statute of limitations on an agreement contrary to the limits provided by state law..html

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How Does Merger Work

Corporations are in business to earn a profit and increase the value of their shares for shareholders. The basic idea behind mergers is that if two companies together can provide more shareholder value than two separate companies, it makes sense to form a single company. For instance, a large telecommunications company may merge with a smaller company to acquire its customers, equipment and territory, increasing its profits and earning shareholders more money.

Merger Basics
A merger is an agreement between two companies to form a single, larger company. When two companies merge, all assets and liabilities for both companies are combined. In most cases, a larger company takes over a smaller company, and the smaller company takes on the name of the larger company. As a result, employees of the smaller company become employees of the larger company.

Making an Offer
When a company decides to merge with a second company, the process begins with a tender offer. A tender offer is a proposal that tells the second company how much it is willing to pay in terms of cash or stock shares. Usually, the tender offer has a deadline, giving the target company's shareholders a specific time to accept or reject the offer.

Responding to an Offer
Once a tender offer is made, the target company can put the offer to a shareholder vote and accept the offer if a majority of shareholders agree to the terms of the offer. The target company also can attempt to negotiate for better terms. If both companies can reach an agreement, both companies can move on to close the deal.

Closing the Deal
Once a deal is struck, the company that made the tender offer pays cash or company shares to the shareholders of the target company. If both companies reach a cash deal, the target company stockholders receive a cash payment in exchange for their shares. If it is a share deal, stockholders from the target company have their stock shares replaced with stock shares in the newly formed company. Stock deals usually are more beneficial to stockholders because receiving stock is not a taxable event. If you receive cash for your shares, you have to pay capital gains tax on any investment gains earned from the sale of your shares.

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Tips on Suing Breached Contract

Breaches of contract occur when one party to a legally binding contract does not provide a product or service to another party as agreed upon by the deadline specified in the contract. If a contract does not specify a time limit, the breach of contract occurs when the other party takes no steps to rectify his error. The wronged party can take steps to reclaim services, money and products owed to him through a court of law by suing the other party.

Considerations
Since lawsuits cost time and money in court fees, attorney costs and the lengthy nature of the legal process, wronged parties should pursue every available remedy before suing over a breached contract. Alternatives include reaching a personal arrangement with the other party or hiring a neutral-third party mediator to resolve the dispute.

Grounds
The wronged party must determine whether he has legal grounds to sue under state law by reading his state code. While most written contracts qualify for legal action, a wronged party cannot always enforce oral contracts. State law determines whether a contract is legally binding. For example, most states do not consider oral agreements for the transfer of land or commercial services in excess of a certain dollar value as valid without some form of written evidence.

Proof
Wronged parties must keep meticulous documentation of the contractual agreement, because they must prove that they had a contractual agreement in court. They should have a copy of the original contract, if written, and evidence of an oral agreement, such as pictures of the other party performing some of the work, witnesses or recorded phone calls.

Wronged parties should keep track of dates, including when the contract went into effect, what work the contractor performed and when the contract was broken. They should gather together evidence that shows their material losses as the result of a contract breach, such as receipts and statements.

Representation
If a wronged party suffers minor material losses, he may decide to handle the case himself in small claims court. For contract breaches that cause him to incur a large loss, he should always retain the services of a trained professional. This rule especially applies when the party who breached the contract has legal counsel, because attorneys know how to poke holes in the arguments of the wronged party, regardless of the legitimacy of the claim.

Time Frame
Parties who have suffered a breach of contract should sue the other party as quickly as possible, because the party in breach may be insolvent. Creditors and other wronged parties have first claim to a parties’ assets, meaning that the party in breach may declare bankruptcy by the time the wronged party files his suit. States also have statutes of limitations that prohibit a wronged party from taking legal action on a contract after a certain number of years.

Court
In court, the wronged party or his attorney must prove three facts for the court to award him damages taken from the party that breached the contract. These are the existence of the contract, why, when and how the contract was breached, and damages that the wronged party suffer from the breached contract. The wronged party should thoroughly address each of these points in a rational manner and support them with documentation to win the lawsuit.

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Limitations on Payroll Overpayment

Overpayment usually happens due to clerical errors but also can result from an employee defrauding his employer by entering false information on time sheets or time clocks. The statute of limitations by which the employer must legally collect an overpayment varies by state. Under certain circumstances, the employee is responsible for returning payroll overpayments indefinitely, a limitation that commonly applies to government employees and those who defrauded their employer.

Requirements
The federal government allows payroll deductions for overpayments without the consent of employees and does not set a federal statute of limitations by which employers can recover an overpayment. Some states with better protections for workers require consent of employees before employers deduct overpayments from their paychecks, but those states do not prohibit an employer from pursuing collection activities against an employee. Under the California Labor Code, California employers can deduct sums from an employees’ paycheck for payroll overpayments only with the written consent of the employee. Washington state allows employers to deduct overpayments without written consent only if they catch payroll errors within 60 days of making an overpayment.

Limits
State laws on the collection of payroll overpayments by private employers usually classify overpayments as oral contracts, which have a statute of limitations that can range from three to 15 years. For example, the West Virginia Wage Payment and Collection Act allows collection for overpayments no later than five years after the payment error, the same as the limit for oral agreements. Some states have laws that restrict the statute of limitations. For example, Michigan sets a six-month limit on overpayment collection under the Michigan Payment of Wages and Fringe Benefits Act, which differs from the six-year state limit on oral agreements.

Federal
Federal employees do not have a statute of limitations on payroll overpayment, according to Title 5, Section 5514, of the United States Code. The federal agency to which the employee owes a debt can take up to 15 percent of the employee’s disposable weekly pay to recover the overpayment. If the employee leaves the agency and obtains private sector employment, the U.S. government can seize any payments owed to him by the Treasury, such as tax refunds, until he pays off the overpayment in full.

State
Whether an employee who works for a state government must return payroll overpayments varies widely by state, so he should consult an attorney or his local state code. For example, Washington state employees face no time limits on collection, according to Section 49.48.200 of the Revised Code of Washington. In contrast, Michigan allows state offices to collect wage overpayments only within six months of overpayment, as of 2011.

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Breach of Contract Vs. Default

VIn general legal terms, there's no real distinction between a breach of contract and a default. Both terms represent a failure on the part of one of the parties to fulfill his contractual obligations. However, contracts are often drafted by providing specific definitions to words used in the contract that may differ from conventional, common usage. In those cases, "breach" and "default" may have differing meanings.

Basic Contract Definitions
A contract is a written agreement in which two parties exchange promises and become legally bound to perform these promises. A breach of contract is a failure of one of the parties to meet one of those obligations underlined in the agreement without a legal excuse. "Default" is a general legal term that also means a failure to fulfill a legal commitment. In contract law, the most common use of the term "default" is when it refers to a borrower failing to make payments on his loan. Therefore, in general legal terms, a breach of contract and a default often mean the same thing.

Breaches in General
A breach of contract may be caused by a single act, such as not delivering a product, or a series of actions, such as not making mortgage payments over a period of time. To remedy a breach, the nondefaulting party may sue in civil court to compel the breaching party to fulfill his obligation, provide monetary compensation, return property the nondefaulting party lost due to the contract, or terminate the contract.

Interpreting Contracts
Contracts often provide explicit definitions for terms that are used consistently within the document to minimize confusion and misunderstandings in carrying out the contractual obligations. Therefore, it's entirely possible that the terms "breach" and "default" may have different meanings within the context of a contract. For example, assume you have a lease that not only establishes how long a renter may use a property and the rental rate, but also limits the use of the property to commercial purposes. The lease may define a renter who's not paying his rent as defaulting, but define him using the property for residential purposes as a breach. A renter may be in default but not in breach of contract, and vice versa. Carefully review the contract to see if it applies a specific definition to these terms.

Defenses to Breach
Parties that are in breach of a contract may avoid penalties by arguing that the contract was inherently flawed and should therefore not be enforceable. Reasons for terminating a contract include that it's unconscionable, or against the public interest; it was a mutual mistake by both parties; or the breaching party was compelled to sign the contract due to undue influence, fraud or duress. The breaching party may also argue that the contract itself was never valid because it lacked a mutual exchange of promises or because the breaching party lacked the mental capacity to agree when the contract was drafted.

Considerations
If you're drafting or need to interpret a contract, consult with a licensed attorney in your area to help. This article doesn't provide legal advice; it's for educational purposes only. Use of this article doesn't create any attorney-client relationship.

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North Carolina Employer Subcontractor Laws in

If a company lacks the skilled employees needed for a job or simply has more work than it can handle, it may turn to subcontractors. For example, a builder may subcontract the electrical and plumbing work on a new home. An electronics manufacturer receiving a large order may subcontract with another company to manufacture the circuit boards needed. A subcontractor or a contractor may be an individual or a corporation employing many workers. Regardless, North Carolina law requires certain things from all who employ subcontractors.

Workers' Compensation Insurance
Most employers with at least three employees must carry workers' compensation coverage. If a contractor subcontracts work, he should obtain a certificate of coverage from the subcontractor even if the subcontractor employs fewer than three workers. Otherwise, if one of the subcontractor's employees suffers an injury on the job, the contractor may be held responsible for the employee's medical expenses and other costs. However, the liability does not extend to the subcontractor himself, only to his employees.

Workers' Compensation Insurance – Motor Carriers
If the subcontractor operates a tractor, truck or tractor-trailer that requires licensing by the U.S. Department of Transportation, it is irrelevant how many people the contractor or subcontractor employs. Unless the subcontractor himself is driving at the time of the accident, the contracting employer may be held financially liable for the death or injury of the subcontractor and his employees. North Carolina law permits contractors to cover all subcontractors and their employees under a blanket policy. The statutes also permit contractors and subcontractors to enter into agreements whereby the subcontractor will reimburse the contractor for the cost of independent contractor's inclusion under the contracting employer's policy.

Payments to Subcontractors
Typically, contractors receive the payments from their clients. Regardless of whether the payment is final or periodic payment, North Carolina law states that the contractor must pay his subcontractors what he owes them within seven days of receiving the payment. The payment should include what is due the subcontractor for both labor and materials. The subcontractor must have performed acceptably under the terms of his contract.

Covenants
As part of the contract, subcontractors may be asked to sign certain covenants or agreements. North Carolina courts do not favor agreements not to compete, but these may be enforceable if they meet six requirements. The agreements must be in writing; included in the initial contract; required by the contractor to protect his legitimate interests; offered in return for compensation of value; have reasonable limitations on territory and time; and not "otherwise against public policy." Subcontractors may also sign non-solicitation agreements, stating that they will not attempt to secure work directly from the contractor's client. The contractor may also have trade secrets that the subcontractor may learn during the course of his work. He may ask subcontractors to sign confidentiality agreements to protect such proprietary information. North Carolina's Trade Secrets Protection Act codifies the state's laws on the subject, and violations of confidentiality or non-compete agreements may also result in a violation of the act.

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Penalties for Filing Late Income Taxes

S corporation and C corporation income tax returns are due by the 15th day of the third month after the end of the company's tax year. A limited liability company tax return is due by the 15th day of the fourth month of the company's tax year. A corporation or LLC can file Form 7004 to get a five-month extension of time to file. Form 7004 extends the filing deadline but the IRS will charge monthly interest on the unpaid tax amount until it is paid, and may assess a late filing penalty. If the return remains unfiled after the extension time has run, the IRS will start assessing late-filing penalties that can add up fast.

S-Corporation Late-Filing Daily Penalty
An S corporation is penalized $195 per day multiplied by the number of corporate shareholders for each day the return remains unfiled. For example, if the tax return is five days late and the corporation has three shareholders, the tax is computed as $195 multiplied by 5 multiplied by 3, or $2,925.

Additional S Corporation Tax-Due Monthly Penalty
If taxes were due with the return, you add in another ½ of 1 percent, or .005, of the unpaid tax amount for each month. For example, if the corporation’s tax is $2,000, multiple $2,000 by .005 to get $10. Add the $10 to the $2,925 late filing penalty for a total penalty of $2,935. The maximum IRS-imposed penalty is 25 percent of the unpaid tax.

C Corporation Late-Filing Penalty
A C corporation is penalized 5 percent of the unpaid tax each month until the tax return is filed. The maximum penalty the IRS can impose is 25 percent of the unpaid tax. For example, if a C-corporation files its tax return one month late and owes $10,000 in taxes, calculate the late-filing penalty by multiplying $10,000 by 5 percent, or $500. The minimum penalty if the return is more than 60 days overdue is $135 or the unpaid tax amount, whichever is smaller.

LLC Late-Filing Penalty
Limited liability companies that are classified as partnerships for taxation purposes must file an annual partnership return. The late-filing penalty is $195 each month the return remains unfiled multiplied by the number of managing members for a maximum of 12 months. For example, if an LLC was three months late filing the return and had four managing members, you can calculate the penalty by multiplying $195 by 3 multiplied by 4, or $2,340.

Other Late-Filing Penalties
In addition to the penalties for filing corporate income tax returns late, the IRS imposes penalties on corporations for filing quarterly payroll tax reports and the annual federal unemployment tax return late. Filing corporate tax returns on time can result in substantial savings and help keep the corporation off the IRS radar.

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Legal Business Partnership

If you're starting a business, deciding on the type of entity you want to form is one of the first and most important decisions you make. When you're working with other people in your business, being proactive is even more important because you could find yourself stuck in a partnership without even intending it.

Minimal Formation Requirements
The requirements to form a legally binding partnership are surprisingly minimal: You only need two or more people engaging in business activity attempting to make a profit -- you don't even have to actually make money. If the partners always get along and don't have any disputes, this bare-bones agreement might work out, but almost every partnership has its rough patches, so it's much wiser to have a written partnership agreement that outlines the purposes of the partnership, as well as each partner's duties and responsibilities. But a legally binding partnership doesn't always meet the registration requirements for new businesses in the state where you live.

Legal Filing Requirements
Though creating a legally binding partnership doesn't require a formal document, you often need to file partnership documents with your state or local government. For example, your county might require that all businesses register before opening their doors. Similarly, if you use a name other than the name of yourself and your partners, you need to file for a doing-business-as certificate. Say you want to call your partnership Jim and Joe's Jungle Gyms -- you need to file for a DBA. Similarly, if you want to operate as a limited partnership or a limited liability partnership, you must file with your state. Finally, depending on your business, you might need to register with a state agency, such as if your partnership is a bank or architecture firm.

Partnership Agreements
Whether the dispute is over what each partner is supposed to contribute, whether the partners are each living up to their responsibilities, how to split the profits or who gets what when the partnership ends, states have defaults that will be used if the partnership agreement is silent (or nonexistent). For example, say you think you should receive 70 percent of the profits because you're putting in more work on the business. Unless you have an agreement to that effect, the default rule is each partner has an equal share.

Types of Partnerships
When you and your partner just shake hands or sign a partnership agreement, you're forming a general partnership. In a general partnership, every partner personally is liable for all of the debts of the partnership. If you're not wanting to take on that potential liability, consider a limited partnership or limited liability partnership. In a limited partnership, there are two classes of partners: limited partners, who invest, but don't manage the partnership and aren't personally liable, and general partners, who manage and have personal liability. In limited liability partnerships, which are generally professional partnerships among lawyers, accountants or architects, no partners have personal liability.

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