Understanding the Basics of Business Structures

September 29, 2011 by · Leave a Comment 

By Adil Daudi, Esq.

business-structure-basicsRecently, I was approached by a client who was interested in starting a business, however he was curious to learn about the different business structures available, and which would be most suitable for him. Considering this was not the first time I have addressed such an inquiry, I felt it prudent to elaborate on the various structures and explain the differences between each.

Please be aware that this is not a comprehensive description of the structures and it is always advised to speak to an attorney who would better be able to provide sound advice on which structure is most suitable for your particular needs, expectations and business.

One of the most common misconceptions when it comes to creating a business is that many feel that an incorporation is automatically the best structure to use; however, that is not always true. In order to fully understand why, or why not, an incorporation is most applicable, it is important to get a basic understanding of the other available business entities.  

In Michigan, there are three common business structures that owners can typically choose from: Partnership/Sole Proprietorship, Corporation, and Limited Liability Company.

1. Partnership/Sole Proprietorship: The major difference between a partnership and a sole proprietorship is in the number of owners. In a sole proprietorship, there is essentially only one owner; hence the word “sole.” On the other hand, in a partnership, it is comprised of two or more owners who come together with the intent of advancing their mutual interest.

Depending on the specific type of business you are operating, creating a sole proprietorship or a partnership is not always recommended. Under either of these structures, you, the business owner, are responsible for all taxes. However, the method in how you file your taxes does not differ from your current procedure, as the income received by your company would simply be inputted in your personal tax returns.

However, probably the biggest drawback with a sole proprietorship and partnership is that in the event your company is involved in any legal action, you are ultimately responsible for any and all judgments, whereby your business assets and your personal assets can be seized to satisfy any judgment. 

2. Corporation/Limited Liability Company (LLC): One of the biggest benefits of setting up a corporation or an LLC is that it reduces the exposure of the owners and their assets in the event of a legal action. Because corporations and LLC’s are considered separate entities, requiring a separate tax ID number, a separate tax return, the only assets that can be seized for judgment are the assets owned by the corporation/LLC; therefore, the owners are not held personally liable, and thus have their assets safeguarded from potential liability.

With respect to the taxes, the profit obtained by a corporation/LLC is taxed to the company when earned, and if the shareholder (under a corporation) decides to distribute dividends, the shareholder would also be taxed individually. Thus, this creates a double tax, which is not always appealing. This double taxation can be avoided through the use of an LLC, where there are no shareholders, but rather members to the company. Please speak to an expert for further information in how to reduce your taxes through the set-up on an LLC.

As indicated above, it is always best to rely on the expert opinion of an experienced attorney who would be able to discuss in more depth the differences between each respective structure and determine, based on your specific needs, which structure is most efficient for you. Although starting a partnership/sole proprietorship is the easier and cheaper selection, it may not always be the most optimum, as you could be opening yourself up to unnecessary liability.

Adil Daudi is an Attorney at Joseph, Kroll & Yagalla, P.C., focusing primarily on Asset Protection for Physicians, Physician Contracts, Estate Planning, Business Litigation, Corporate Formations, and Family Law. He can be contacted for any questions related to this article or other areas of law at adil@josephlaw.net or (517) 381-2663.

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Rubber

August 11, 2011 by · Leave a Comment 

sci“Rubber” means the natural rubber which comes from the latex contained by some trees and other plants – as opposed to synthetic rubber (elastomer) which is generally an oil byproduct. In this description we use the terms elastomer and rubber as synonyms.

Elastomers are a class of materials which differ quite obviously from all other solid materials in that they can be stretched, easily and almost completely reversibly, to high extensions. An ordinary postal rubber band illustrates this behavior. It will generally be made from natural rubber, and can be stretched perhaps 600% (i.e. to seven times its original length), after which – before reaching its ultimate breaking elongation – it can be released and will rapidly recover to almost exactly the original length it had before stretching. The material is said to be elastic.

Most synthetic elastomers are not as elastic as natural rubber, but all can be stretched (or otherwise deformed) in a reversible manner to an extent which easily distinguishes them from all other solid materials. (n.b. a metal spring exhibits high reversible elasticity, but this is a feature of its wound shape. The actual metal itself of which the spring is made only deforms slightly, by twisting locally, at any particular point – nothing like the high deformations of which elastomers are capable.)

Elastomers are a special case of the wider group of materials known as polymers. Polymers are not made up of discrete compact molecules like most materials, but are made of long, flexible, chain-like or string-like, molecules. At this scale the inside of a piece of rubber can be thought of as resembling a pile of cooked spaghetti. In spaghetti, however, the chains, though intertwined, are all separate. But in most practical elastomers each chain will be joined together occasionally along its length to one or more nearby chains with just a very few chemical bridges, known as crosslinks. So the whole structure forms a coherent network which stops the chains from sliding past one another indefinitely – although leaving the long sections of chain between crosslinks free to move. The process by which crosslinks are added is known as vulcanization. To achieve vulcanization the raw rubber is mechanically mixed with a number of compounding ingredients carefully chosen to give the properties required for the particular application. The reason why elastomers behave as they do is associated with the type of molecular structure described above.

Against this background the reason why rubber can stretch so much is that, at normal temperatures, each long chain-like molecule (like any molecule) is in a constant state of agitation (thermal motion). For these flexible long-chain molecules the movement is considerable, and the molecule is agitated so much that it can take up a highly kinked shape. Because of this kinking, the distance between the two ends of the chain is very much less than its fully stretched length. This gives the rubber its flexibility. When a rubber band is stretched some of the highly kinked chains are simply being stretched out. Stretching can then continue until many of the chains are fully extended, or until the rubber breaks.

Polysort is a portal for the plastics and rubber industry, providing news, information about plastics and rubber industry trade shows, company links, as well as plastics and rubber classified advertising.
Our site also enables plastics and rubber industry members to share ideas and information via company news releases and our technical discussion forums on topics such as injection molding, blow molding, rotational molding and extrusion.

Polysort helps manufacturers of plastic resin and rubber materials, machinery & equipment, products and services leverage the popularity of our site to reach prospects through link advertising programs and search engine optimization. 

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Fault Lines

June 30, 2011 by · Leave a Comment 

scan0007

Normal faults generally occur in places where the lithosphere is being stretched. Consequently they are the chief structural components of many sedimentary rift basins (e.g. the North Sea) where they have major significance for hydrocarbon exploration. They can also be found in deltas, at the rear edges of huge gravitation slumps and slides. Normal faults can show different geometries – and a few are shown here. In some situations the faults can become gently dipping at depth so that they have a spoon (or listric) shape. Other normal faults are found in batches, dipping in the same direction, with rotated fault blocks between. These are termed domino faults. Although most active normal faults can be shown to dip at angles steeper than 50 degrees, there are examples of very low-angle normal faults. These are often termed “detachments” – although this is a pretty vague term! Detachments show gentle dips and often expose high grade metamorphic rocks in their footwalls. These footwalls can be termed metamorphic core complexes. Normal faulting is now thought to be an important way in which metamorphic rocks come to be at the earth’s surface today.

Thrusts are reverse faults and commonly dominate the structure of collision mountain belts. Some thrusts have moved a long way – many mountain belts have thrusts that have moved many tens of kilometers. The photograph above shows one such structure from the Alps – which carries basement of the Mont Blanc massif onto Jurassic sediments. Many thrusts can be shown to follow so-called staircase trajectories. Otherwise, explore the nature of thrust systems by selecting from the icons. The material introduces concepts used in the Leeds first year structure course but some aspects are suited to higher level studies.

Strike-slip faults include some of the world’s most famous – or infamous structures, including the San Andreas Fault system and the North Anatolian Fault system. Both of these are renowned for devastating earthquakes. Strike-slip faults are those where the relative displacement is parallel to the strike of the fault. Strike-slip fault zones are commonly, but by no means exclusively, steep and can be rather difficult to recognize on cross-sections. 

All structures form in response to forces acting on rocks – and these give rise to stresses. In almost all geological situations stresses are always compressive but vary in different directions. We can evaluate the stress state in terms of the orientation and magnitudes of the so-called three principal stresses – which each act at 90 degrees to each other (i.e. they are orthogonal). Conventionally these are denoted using the Greek letter “sigma”. Patterns of conjugate faults – provided they formed together – can be related to the orientations of the principal stress axes.

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Fazlur Rahman Khan

June 23, 2011 by · Leave a Comment 

By Syed Aslam

File-FRKhanFazlur Rahman Khan was born in  1929, in Dhaka, Bengal now Bangladesh. His father, Khan Bahadur Abdur Rahman Khan, was a renowned educationists.  Khan passed the Matriculation Examination from Calcutta in 1944 and was admitted to the Presidency College. He obtained the Engineering Degree securing first position  from Shibpur Engineering College of Calcutta in 1950.  He was awarded a Fulbright Fellowship and a Ford Foundation Scholarship in 1952 to pursue higher studies in the University of Illinois at Urbana-Champaign and received his PhD degree in Structural Engineering .  In 1955, employed by Skidmore, Owings and Merrill, he began working in Chicago. During the 1960s and 1970s, he became noted for his designs for Chicago’s 100-story John Hancock Center and 108-story Sears Tower, the tallest building in the world in its time and still the tallest in the United States since its completion in 1974. He died in 1981 at the age of 52 in Chicago.

Dr. Khan is called the Einstein of Structural Engineering and here is why.  His contributions to the field- developing the shear wall frame interaction system, the framed-tube structure, and the tube-in-tube structure-led to significant improvement in structural efficiency. This kind of design  made the construction of tall buildings economically viable. The framed-tube structure has its columns closely spaced around the perimeter of the building, rather than scattered throughout the footprint, while stiff spandrels beams connect these columns at every floor level.   Khan realized that the rigid steel frame structure that had dominated tall building design and construction so long was not the only system fitting for tall buildings is not suitable any more.  His idea  brought a new era of sky scraper evolution in terms of multiple structural systems.

Dr.  Khan’s design innovations significantly improved the construction of high-rise buildings, enabling them to withstand enormous forces generated on these super structures. These new designs opened an economic door for contractors, engineers, architects, and investors, providing vast amounts of real estate space on minimal squire feet  of land.  His tube concept, using all the exterior wall perimeter structure of a building to simulate a thin-walled tube, revolutionized tall building design. The constructions of most super tall skyscrapers since the 1960s, including the construction of the World Trade Center. Terminal Building in Jeddah, Saudi Arabia is based on a tent-like structure – to afford optimum shade for up to 80,000 pilgrims. Khan used fiberglass and cable to combine the practical with the modern to create the tent like structure which is fully functional for the last 25 years.

The cornerstone of Khan’s approach was that science  in fusion with creativity, can create a design affordable  also in the less affluent parts of the world. Until his death in 1981,  Khan was profoundly concerned with the rapid urbanization of developing countries and called for the application of workable and appropriate forms of technology. He will be remembered for his contributions to the human civilization.

Aslamsyed1@yahoo.com

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Chameleons!

May 6, 2010 by · Leave a Comment 

tufail

Chameleons (family Chamaeleonidae) are a distinctive and highly specialized clade of lizards. They are distinguished by their parrot-like zygodactylous feet, their separately mobile and stereoscopic eyes, their very long, highly modified, and rapidly extrudable tongues, their swaying gait, the possession by many of a prehensile tail, crests or horns on their distinctively shaped heads, and the ability of some to change color. Uniquely adapted for climbing and visual hunting, the approximately 160 species of chameleon range from Africa, Madagascar, Spain and Portugal, across south Asia, to Sri Lanka, have been introduced to Hawaii, California and Florida, and are found in warm habitats that vary from rain forest to desert conditions.

Chameleons vary greatly in size and body structure, with maximum total length varying from 3.3 cm (1.3 in.) in Brookesia minima (one of the world’s smallest reptiles) to 68.5 cm (27 in.) in the male Furcifer oustaleti. Many have head or facial ornamentation, such as nasal protrusions, or horn-like projections in the case of Chamaeleo jacksonii, or large crests on top of their head, like Chamaeleo calyptratus. Many species are sexually dimorphic, and males are typically much more ornamented than the female chameleons.

Chameleon species have in common their foot structure, eyes, lack of ears, and tongues.

Their eyes are the most distinctive among the reptiles. The upper and lower eyelids are joined, with only a pinhole large enough for the pupil to see through. They can rotate and focus separately to observe two different objects simultaneously. It in effect gives them a full 360-degree arc of vision around their body. When prey is located, both eyes can be focused in the same direction, giving sharp stereoscopic vision and depth perception. They have very good eyesight for reptiles, letting them see small insects from a long (5-10 cm) distance.

They lack a vomeronasal organ. Also, like snakes, they do not have an outer or a middle ear. This suggests that chameleons might be deaf, although it should be noted that snakes can sense vibration using a bone called the quadrate. Furthermore, some or maybe all chameleons, can communicate via vibrations that travel through solid substrates such as branches.

Chameleons have very long tongues (sometimes longer than their own body length) which they are capable of rapidly extending out of the mouth.

Tongue structure

The tongue extends out faster than human eyes can follow, at around 26 body lengths per second. The tongue hits the prey in about 30 thousandths of a second.[4] The tongue of the chameleon is a complex arrangement of bone, muscle and sinew. At the base of the tongue there is a bone and this is shot forward giving the tongue the initial momentum it needs to reach the prey quickly. At the tip of the elastic tongue there is a muscular, club-like structure covered in thick mucus that forms a suction cup.[5] Once the tip sticks to a prey item, it is drawn quickly back into the mouth, where the chameleon’s strong jaws crush it and it is consumed. Ultraviolet light is part of the visible spectrum for chameleons.[6] Chameleons exposed to ultraviolet light show increased social behavior and activity levels, are more inclined to bask and feed and are also more likely to reproduce as it has a positive effect on the pineal gland

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