BIRD WILLIAMS: You're listening to Bird Means Business Episode 51.

Oh, oh, oh, y'all? Can you tell that I am so excited? Who gets excited about talking LLCs and trademarks? Ya girl, Bird.  I get excited about this stuff. And you know what? I hope, I really hope that you just open up your heart, and your mind to be excited too because these topics are so crucial for building a better brand. And that's what we're doing right? We're not playing games. We're not being wishy-washy with these businesses we're starting. We are the real deal. What you're creating will improve countless lives. So you want to make sure that you get it right from jump. And this conversation with Soluto Uba, of the Uba Law Group, will set you on your way. This is one, y'all, that you will definitely want to take some notes on. And I just hope you love it as much as I do. We're going to talk about business formation and LLCs, in particular. We're going to talk about some common mistakes entrepreneurs make in the beginning that come biting them in the butt a few years down the road. We're also going to talk about trademarks, and intellectual property and what all of that means. We're even going to talk a little bit about DBAs, and whether you really need a DBA or not. And business write-offs. Ooh, you are going to be so glad that you tuned in to this episode, I promise. 

I want to tell you a little bit about Soluto. First, we met in college at the University of Texas at Austin. Hook 'em. And he and his wife, Lola have been friends of ours ever since. Lola was actually one of my very first college friends. So it's just so special to have stayed connected with these two over all these years. Soluto is a business formation and trademark specialist. And he's the managing attorney at the Uba Law Group. He knows firsthand that entrepreneurship can change your life and the lives of those around you. So he is also passionate about helping people achieve their dreams this way. As someone who resigned from the traditional law firm life, And launched several businesses, Soluto is intimately aware of the fears and apprehension that new business owners may have when they're in the startup mode. He draws on this experience to guide his clients through the legal process. And he helps them protect their assets, save money on taxes and attract quality clients. Y’all I've worked with Soluto personally to get my business formation docs set up for Bird Williams. So I can vouch firsthand for how great he is to work with and how brilliant he is. He's also really funny. You are going to really love that you tuned in today, and you're going to see it for yourself how awesome he is. So let's get right into it. 

Soluto, welcome to the show. How you doing today?

SOLUTO UBA: Hey, hey, doing well. How are you, Ashley?

BIRD: I am doing great. Soluto, I am so excited to have you on. This is one of my favorite topics and a question I get a lot from the entrepreneurs I work with. So super excited to dive into all of the questions I have. But first, I want you to tell me a little bit about your journey and how you've gotten to where you are today as an attorney working with entrepreneurs.

SOLUTO: Yeah, I'll try to honor the six Ps of public speaking, rather be brief. Try to shorten this thing up. But yeah, um, you know, just a real quick summary of my story. I knew I wanted to be a lawyer most of my life. Went to law school. Finished the whole law school thing. Nothing crazy or exceptional about that. And I thought I was just gonna be doing the regular law firm life until about three or four years in, I was like, yeah, I don't see myself doing this for the rest of my life, working in somebody else's office from nine to five, maybe nine to ten, sometimes crazy hours, however many days a week. Your boss calling you or emailing you at 2:30 AM and expecting a response about what … just wasn't the life for me. Didn't care for it. And surprising thing was, I had a lot of attorney friends that were having the same conversation all around the same time. So, you know, we knew I needed to make a leap. Was just kind of thinking and praying. Talked with my wife about it. What do we do? And we had, it's funny, just around that time I'd read the book, “Rich Dad, Poor Dad”. 

BIRD: Mmmm, good one.

SOLUTO: A little cliche. Everybody is just you know, they just have that aha moment. And so we had friends that had just gone into real estate. So I left my firm, resigned from my firm, good terms, no, no beef, no bad blood. And then launched my real estate investing company in 2017. And I thought I was done with the law at that point. So, I was running the company, still have the real estate company now. But the one thing that kept on drawing me in, the one thing I actually liked about the law was just entrepreneurship and business ownership. And so, after a little while, I would just be forming businesses on the side for my friends here and there, you know, putting people on game, teaching them how to save money, how to protect themselves. And then in 2019, I was like, hey, I just need, I just need to go ahead and formalize this thing. And so we launched the Uba Law Group in September 2019. And so we focus on business formation and trademark intellectual property work for entrepreneurs. And so yeah, that's kind of how that’s happened. 

BIRD: I love it. I love so much that it's what you kept coming back to, and that you had the self-awareness to tap into that. Cause I get the question so many times, like, I just, I'm trying to find my passion. I’m trying to find exactly which entrepreneurial endeavor I want to pursue. And knowing like,

hey, what do I keep coming back to what? What really drives me? What am I doing for free for friends all the time? That's how I ended up launching Bird Williams, was helping people start businesses for so long that it got out of control. And I was like, let me make this official. So love that. 

And I love that you brought up business formation, and trademarks, and we're going to talk about both. Let's start with talking about business formations. Formation, why is it important? And I want to kind of hone in on LLCs, because I’m sure, you see, that's what most people tend to go, the route most people tend to go. So let's talk a little bit about that. 

SOLUTO: Okay, cool. So this is my bread and butter. So if you need to stop me, you should, because I will talk for the next hour. 

BIRD:  Ok, I get excited about this too.

SOLUTO: So the way I like to do it when I'm talking with clients, is I want to go to the source. If you don't have a business entity, and you're operating this business, you're a sole proprietorship. Like you and the business are the same thing. So if you're selling a product or if you’re offering a service, and somebody has a problem with you, and they want to take action, legal action against you against your business, they're taking action against you personally. So you're on the hook for everything. We call that personal liability. So the reason why business entities exist is to help business owners and entrepreneurs who are serving the public. They're doing a good thing. They're creating jobs. They’re creating a product or service that's going to help people. But there's a significant risk to you. Because if something goes wrong, it all falls on your shoulders. So in order to encourage people to still do that and take that risk, we want to give you a little bit of protection. So when you form a business entity, particularly an LLC, a corporation does this too. But an LLC stands for limited liability company. So forming an LLC limits your liability, and it puts a wall of protection in between you personally and the business. So now, assuming you're running things properly if something happens with the business and somebody wants to sue, they can only go after the business's assets. So your house, your car, your assets, your money, your investments, your retirement accounts, all that stuff is protected because you're operating out of a limited liability company, a business entity, and not yourself personally. So that's kind of the first step. And that's the foundational piece. But as I started to grow my practice and start to interact and serve more clients and entrepreneurs, what I would realize is that people think, a lot of people mistakenly think that the only thing you need to set up a business is just to file for the certificate of formation from the Secretary of State. They think you just get that piece of paper and you're good. And you are not good. I tell folks all the time. You don't need a paper LLC. You need a performing LLC. If someone sues you and you show up to court and you show the judge this piece of paper from the state. It's not going to work out. You will be personally liable. There's a term called piercing the corporate veil. And what it means is and what the corporate veil is, it's that layer of protection that we talked about that that separates your business from your personal assets. But in order for the courts and the system to really respect and honor that you and your business are separate, you have to be functioning like an actual business. You have to have the two categories that we call your internal documents and your corporate formalities. You have to be having annual meetings. You have to have your own separate business bank account. You can't commingle funds in between yourself and the business. You have to follow your state formalities. You have to do your franchise tax. You have to do your renewals. You have to be adequately capitalized. And if you have any questions about what that means, specifically, we can go into that. But there's a whole cavalcade of things that you have to be doing and these are building blocks that show you're running your business properly. 

Um, so at my firm for my clients, I tell folks, you know, you don't need a paper LLC, you need a performing LLC. But in order to have a performing LLC, you want to leave a paper trail. You want to leave evidence and documentation that you've been doing things the right way. So God forbid, if you ever do get sued, you show up to court with the binder full of your documents, full of your evidence and your documentation of your meetings and all your procedures and processes for the past three, four, however many years, Yeah, that'll hold weight in court versus just showing up with a piece of paper that says certificate of formation. And so that's, that's what a lot of business owners, unfortunately, aren't fully realizing. And so I try to combat that in a lot of ways. I try to give as much information as possible for free. And, you know, I, I've done trainings for literally thousands of business owners on how to file for the certificate of formation. I’ll show you that for free because that's just a basic step. Like that's the first step. I got bored one day, so I timed myself. I can file for a certificate of formation in three minutes and two seconds. But that's because it's not the hard part. That's the easy part. So an LLC is such a powerful tool. You're not going to be in trouble if one thing goes bad. But you gotta set it up properly. You got to make sure that you have all your ducks in a row because it does matter. 

BIRD: It does matter. Oh, I love everything you just said. I work with all different types of entrepreneurs at different stages of their business even. And I do find a lot of times that there'll be people who made $250,000 profit last year, but they don't have separate business bank account. And it's just like, oh, man, it's okay, but let's just get that set up like yesterday, like right now. Like go to the bank and make that happen. Because again, you don't want to just have a paper LLC, you want it to be performing. You want to make sure, and this is important for y'all to just lean in, lean into this. You want to make sure that all the work and investment you're putting into this business, your brand as you’re building it, isn't going to, come and bite you in the butt, you know, a few years down the road because you just didn't simply set things up right. And I know that speaking with a lawyer can feel very intimidating. It can seem super expensive. But if you really think about the return on investment, you know, you pay for a discovery call. You pay to have your contract set up right. You pay to get your LLC and your business formation set up right. And it's going to be so minimal compared to all the money you're going to make in your business. It's something you want to start the right way. And it doesn't have to be as daunting as it can seem when you have your money team. And that's something I talk about a lot. It's, it's something I made up, I call it your money team. It's your CPA and your attorney. And I focus on it because when I left New York, I worked in investment banking on Wall Street, my investment banking director told me to make sure you get an attorney and a CPA. But when I went to go sit down with an attorney, it felt so expensive, that I was like, we can't afford this.  So I tried to just do stuff on my own. And then guess what? All these tax issues down the road. We had two separate locations and separate LLCs, and it was all confusing. And I mean, it just it costs us so much time and money and energy. So go back, that's something I would do. So I tell entrepreneurs from the outset, have a money team, have a CPA, and have an attorney. So I love that you brought that up. 

SOLUTO: Yeah, I mean, and honestly, you brought up so many good points. It seems intimidating at first, but just even from my real estate industry side, there are so many entrepreneurs who have so many great businesses and are making good money. But when you talk to them about how they're set up and how they're structured, it's a house of cards. So I call it a ticking time bomb because a lot of people are just, you're one bad customer way, you're one person who woke up on the wrong side of the bed, and they sue you. And that whole thing is gonna come apart. 

BIRD: Absolutely. I always say it's kind of like insurance, you know. You say I don't think I need it. No one's gonna sue me. I have such a small business. Until someone sues you. And then you're like, dang it, I wish I would have gotten that set up right. So you just don't want to put yourself in that situation. You want to make sure that you protect your business and protect the investment you're making. So in that line, what are some of the most common mistakes that you see entrepreneurs make when it comes to setting up their business, this business formation?

SOLUTO: Yeah, we actually already alluded to a few of them. So that really comes along to that difference between a paper LLC and a performing LLC, as I like to call it, are your internal documents and your corporate formalities. So when it comes to internal documents, you know, you have your business as a separate entity. So it has to have rules and regulations and guidelines that it works by. So the most important document that you're probably going to have in your business is called the operating agreement. And this breaks down what happens in your business in different situations. It breaks down you know the powers and the purpose of your business. It breaks down your tax designation. It breaks down how the business is supposed to wind up if you want to dissolve it. In a lot of instances it breaks down how you distribute money to yourself as a business owner, which a lot of people don't understand is literally one of the most powerful things that you can set up in your business. For our clients, we have something I call 360 protection. And we take the laws on the books here in Texas, and we wrap it around distributions and we protect you if something happens to the business, and if something happens with you. So those are internal documents. Getting your operating agreements set up properly, and having… I always feel some type of way when I say because obviously, I'm an attorney. So it sounds like I'm shilling for my services. But whoever you get to set up your operating agreement is your opportunity to better protect yourself, and be strategic, to be offensive. To set up your business specifically to work for you. So you can't just go online and click, click, click, click, click and find some generic document that's not going to help you. Or that might be set up for another state. Or that might be set up for another industry. And unfortunately, you're not going to realize it until it's too late and something happens. So one of the big mistakes we see is either some won't have any internal documents, or they'll just have something generic that's not customized to themselves. 

And the second thing is, on the other side, your corporate formalities. These are like, you know, if the operating agreement and the internal documents, if those don't get you in trouble, your corporate formalities are going to be a big red flag if a court ever looks at that, to see that you're not running your business right. So a handful of them is kind of like we talked about: commingling funds. Big no-no. And what commingling funds means is that you're using business money for your personal expenses. And the reason why that's such a big problem is we talked about your LLC, or if you have a corporation, the corporation, whatever business entity you have, it protects you on the idea that your business and yourself are two separate things. But if a judge sees that you take money from your business account and use it to buy groceries, then you're not separate at all. You're using that business, you're treating the business as though it's another extension of yourself. So in the law, that's called the alter ego theory. If you treat your business like it's just an alter ego view, and you use business money and business assets, for things that you would do, personally, the court is going to look at you like, hey, no, you in the business are the same thing. So if somebody wants to sue you, they can come directly after you. So commingling funds is a big no-no. 

On top of that, another thing we talked about is, is adequate capitalization. And so what that means is, capitalization is just talking about the money that you have in your business to take care of, you know, the regular expenses of the business. So another thing that a court will look at if you get sued, do you have enough money in your bank account to handle the regular affairs of your business. If on a month, your average bills and expenses, insurance, rent, whatever you have to pay for, equipment. If your average expenses are $5,000 a month, but you only have $500, in your bank account. What does that mean? It means that you and the business are working hand in hand and the business can't take care of itself. Adequate capitalization means you have enough money in your accounts to take care of the expenses that go along with that. 

And one more I'll throw in is in your state compliance and your franchise tax or renewal. This is a big one. This will literally have the state shut down your business. I'm based in Texas. I live and I work in Texas. I'm licensed. I live in work in Dallas. I'm licensed to practice all over Texas when it comes to business formation. And so one of the things that happens in Texas is you'll have the franchise tax. Now, the majority of businesses don't have to pay any money for the tax. But there's an annual renewal report, the franchise tax report that every business must fill out every year. If you don't fill it out, after a certain period of time, a certain number of months, the state will shut down your business. It's called an involuntary termination of franchise. And so you will no longer have the ability to have your LLC protect you. And you're all of a sudden going to go back to a sole proprietor. And so that means if anything happens, you're directly responsible for it. And so these are things that business owners, I tell you, Ashley, I see it every day. And it's really sad when you don't catch it in time. We've caught a lot of these in time. We've helped our entrepreneurs get themselves right. But yeah, it can go bad very quickly.

BIRD: All of that, that you said I mean. I'm even taking notes and learning over here as you're talking because I just want to make it really clear to people. When he's saying that, you know, if you don't have this separation, if you don’t have an entity for your business that you're protecting, and maybe in the form of an LLC, they can come after you personally. He means your personal home, your car, your bank account. As opposed to if you have a performing LLC where you're setting yourself up properly. If someone comes to you, they can only come after the assets of the business. So just to make sure that super-duper clear. You don't want your family to be at risk and exposed because of decisions that you make in your business or because of the risks there. So it's just super-duper important. And I mean, you just brought up so many great points. I want to talk about trademarks as well. Let's kind of just start with what they are, you know, at a basic level, and then talk about why they're important. 

SOLUTO: Yeah, I love it. I love it. And one distinction that I want to make is, because I get this question all the time. Do I need a trademark? Do I need a copyright? What's the difference between the two? And so you know, I work with both of them. And a real easy way that I heard another IP attorney say it, and I'm stealing it from her, is a trademark is for branding - the name of your business slogan and a logo. That's all branding elements. And those are protected by trademarks. So another way that, that I like to tell people to think about it is, it's a source identifier. So if you walk into the mall, and you see a shirt that says N I K E, you know a lot of things about that product just because of the trademark, the name. So it tells you how much it probably costs. It tells you the quality of the product. You know, if they're Nike shoes, it tells you what athletes and what celebrities endorse the product. It tells you how much those shoes are gonna… You learn so much about it very quickly, just on account of the trademark, the name, on the product. Same thing with the logo. If you see the swoosh, you know a lot about the product the same way. So trademark protects your branding, and it keeps other people from you know, infringing upon or copycatting or ripping off your branding. 

Now copyright. Copyright is for content. Trademark is for branding. Copyright is for content. So if you create a book, if you write music, lyrics to music, if you write a play, if you have a movie, if you're creating a course, and you're writing a curriculum. All of that is content that's come out of your brain you've created. So a copyright is what protects your content. Trademark protects your branding, copyright protects your content. And so that's just an easy way that I, as soon as I heard of, oh my gosh, this is, this is great. So it's so easy to remember. So, so I definitely stole that. 

The kind of the basics of trademarks, just kind of walking into that is, is as your business is developing as you're growing, you're gonna want to protect your intellectual property. You know, if you come up with a killer name or killer slogan that's distinguishing you in your market, if you're an influencer, and you have a name that you've developed, and you've, you've worked hard, and you had your blood, sweat, and tears, developing that brand and becoming that influencer, that they can use their name and leverage that, for valuing your company, that's very important. It's very valuable. So you have to protect them. And you protect all those things with a trademark. That's kind of the basic intro to the concept, we can go a little bit deeper if you’d like to. 

BIRD: No, I love that. That's great. And I just want to point out actually, the other day I was just looking up the value of these sorts of things. So these sorts of intellectual property, he mentioned trademarks, he mentioned copyrights, trade secrets. And, you know, there's real value associated with it. It's an intangible asset on your balance sheet. So I forget the company that was being sold, it was in a merger. But 35% of the sale price was the trademark, was the intangible assets. I know it's hard to really see that in a small business. You think you want to believe that your business is going to do great and grow. But it's important to protect early on because you don't want to have to run into problems later.  And that’s what I want to kind of get into next. 

How do you protect? How do you get a trademark? How do you think about it? And I get the question a lot, like, when do I get a trademark? Because it's a legitimate question. Like, I'll even say like when I launched Bird Williams, almost a year ago, it'll be a year next week. 

SOLUTO: Wow, congrats.

BIRD: Thank you. I didn't know exactly what it was gonna look like, or how it was gonna shape out. I didn't spend a lot of money on a website, I built it myself. I didn't go and hire some huge branding expert to help me with branding, because I wanted to really understand what it was first, right? And I'm glad I did it that way. I actually just did a rebrand a couple months ago. And I felt right to do a rebrand almost a year in because I kind of knew more of where I was. So it's kind of the same thing with a trademark. If you just have an idea. Are you supposed to trademark it from the very beginning? Or do you need to wait and kind of see if that's the logo you want to keep? Or if that's the name you want to keep up? What are your thoughts there? I know it’s a tricky question.

SOLUTO: No I mean, it's a tricky question. And it's one that comes up a lot because it's a valid question. You know, some people call it the entrepreneur’s dilemma. Do I set the trademark early before I know what my business has really become? Or if I wait too long, what if somebody else is already doing it and they've already applied? So, there are a few ways that we can think about it that help us mitigate some of these issues. The first thing is, you know, with most intellectual property, at least with trademark and copyright, you have an intangible right that attaches to it, the moment that, that you start using that trademark. Or with the copyright, the moment you start creating that content, it attaches to it inherently. 

Now, the reason why applying for the trademark was so important is because you cannot enforce your rights against anyone unless you apply for that trademark. So if you have the name of your business, you know, whatever it's called, ABC widgets, and you've been creating the best widgets in town for years. But you don't, you don't apply for that trademark. First of all, somebody else will probably rip off your name, and they can do that. And you don't have any legal rights against them. You know, and so it's very important to protect yourself and make sure that you're able to enforce that. So that's why trademarking is so important. Um, but I do want to make that distinction because there's something called a common law trademark. If you've been using a name, you do have some rights, but they're limited. And there's situations where somebody else can come in. And if they register that same name, they might be able to, you might be able to use it in your city, but they can literally use it everywhere else in the country. And quick story. For Burger King, there's a city in, I think it's in Ohio. There's a small town in Ohio, that had the name, Burger King. They’d just been operating in that same town. But now Burger King, the franchise literally operates everywhere else in the country, except that one little city, because they have the trademark, but they never registered it. And then obviously, Burger King, the big company, they registered it, they're doing their thing all over the country. So it's the balance between, hey, when do I know what I have versus when do I register my trademark. It's a delicate balance. You got to look at your own facts. But what I like to tell my clients is if you have a solid product or service and if you're developing traction, and it's becoming a legitimate, viable business, and you're in position to make some moves, you want to protect yourself yesterday. And particularly with trademarks, because you know, it's a federal, it's a nationwide federal registration. Process is slow. It takes about six to ten months really on average to file for your trademark. So you want to get that started as soon as possible. Because the worst thing that you would want to happen is you use a name, and you spend money on branding and you create a website, you have shirts and hats and all this stuff. And then you discover that you can't use that name. And it's the worst. It's terrible. And you know it happens to people every day. So yes, that's kind of the balance that we try to figure out. 

BIRD: Yeah, I love that. And I mean, to even just go back to that example of ABC Widgets. So even if ABC Widgets has been operating in Houston, hasn't filed a trademark, but is been building up traction. Someone else sees ABC Widgets and wants to file a trademark, you know, in another city or another state, they can do that. And they'll have the federal protection, but ABC Widgets will only have protection in Houston, for example. So it doesn't help you to say, well, I started first. That's not going to be good enough, because it's just you have limited protection.

SOLUTO: Exactly. Your protection is limited to whatever your little geographical area. Federally they have nationwide access to that intellectual property right? 

BIRD: Yes. And so I just tried to put myself in the minds of an entrepreneur who's tuning in and they're like, Okay, so what I'm taking some deep breaths, you know, you're telling me I need a business formation, you telling me I need a separate bank account, you're telling me that I need to think about my intellectual property and trademarking or copywriting and all of this. When it comes to trademarking, and I mean, one simple thing that no people can do is just, let's say, you you're looking to use the name, ABC Widget. You can just go do a search, right? I mean, of course, you should, like do your Google's, right? Search on Google. Probably search some social media platforms. Would be really smart to see if names or names like it. Add different variations to the name or an ‘s’ on the end or, you know, a ‘the’ before the name and stuff like that, to kind of see if someone else is using it out there. But you can also search with the USPTO, right? 

SOLUTO: Yeah, yeah. So there's levels to this. And that's, that's a great point that you brought up. Because at a base at a minimum you want to do your Google list. You want to see is, is there another company in my city with the same name. So that's not going to work. And the reality of the situation is, you don't want to set up that business because there could be customers that are trying to come to you that mistakenly go to the other person. So you know, it's smart to do your branding. And so at every stage of your business, you have to kind of, you know, do your evaluation and see how much you can invest in kind of protecting your intellectual property. So the USPTO the US Patent and Trademark Office. It's a great website. Very helpful, very informative, for someone who's a layperson to this. However, there are limitations. And this is something that we see, I see with my trademark clients all the time. When you go to a USPTO office and you search if a trademark is available, you have to understand how that algorithm works, how that computer works. It will literally only search what you put into it. And so for example, this one I like to use, if you type in Starbucks with an extra ‘s’ at the end, two s's at the end, it will tell you that there's no trademark registered for Starbucks. Obviously, we know you're not going to file something with Starbucks with an extra ‘s’ on the end. The problem with the system is that it only gives you the results for exactly what you put in. So as a trademark attorney, what we do is we actually run a thorough trademark search, which searches everything: the entire federal trademark registry, it searches LLC registrations, DBAs, social media platforms. And typically for a client, I'll have a report that's like 80 to 100 pages long. And then I'll sift through all that stuff, and will generate an opinion letter or report that lets you know, hey, here's where we're at, you know. It might work, it's a sure shot, or it might not work. So you have all of the information available to you ahead of time. Because as heartbreaking as it is to give up on your brand or on your name. It’s better to give up on it month one. Versus you spent all this money and all this time, and eight months later, they reject your application.

BIRD: Right, exactly, 100%. And, again, it goes back to why you should have a money team, why you should have an attorney in your business, as soon as you can. Of course, not everyone can afford it from jump. But I mean it has to be a priority because again, he's saying that he's searching all these databases and doing all these things. That's not your core competency as a juice maker, or as a, you know, musician or as a, you know, a beautician or whatever it is. You don't want to be sifting through all these pages. You want to be focusing on your core competency. So you want to be able to outsource these types of things to an attorney who knows exactly what they're doing. They do it all the time. And they're going to work in your best interest to protect you. And another thing, and I just want to share because this is something that I've been going through personally, with our businesses, that my wife and I have is, you know, I stress entrepreneurship a lot. Like even if you follow me on social media, I never say it. But if you ever see me write the word entrepreneur, ‘E’ is always capitalized, because I esteem entrepreneurship very, very highly. But one of the things that happens, it's happened in my businesses. It’s obviously happening with your businesses, Ashley. And we have a lot of clients, you get to a point where you move, you transition beyond just being an entrepreneur, and you have to move into CEO mode. And as you start to do that, you realize that your legacy of your business has now astronomically outgrown you. Exponentially, it's past you. And so now you have to prepare for the next generation. I have two little children, our business that we're forming now, it's going to do a lot in their future. So I have to be very proactive and intentional about setting up and protecting it. So that's why I start to get even more hype about trademarks and intellectual property, but because even trademarks, specifically. A trademark is a personal property asset that can potentially live forever. If you renew your trademark on a regular basis, it will never expire. Coca-Cola is a trademark that has been around for a hot minute. And from generation to generation, that company and the value of that trademark is only increasing. Just like you talked about before. There are company sells where half of the value is just the name, people know what it is. And they understand and they value that trademark. So as we're moving on, hey, you know, it starts off as a side hustle. You're in hustle mode. You're grinding. You're setting up. You’re an entrepreneur. You're a business owner. But a lot of us get to the point where we have to become CEOs. We have to have a vision of our business that outlives just the here and now, and part of that, part of your responsibility is protecting what you have. So the trademark is a big part of that. Getting set up as an LLC and making sure that you know, this house of cards isn't gonna crumble tomorrow, is also a big part of that. So that's why I get really passionate about it. Your business has the capacity to change your life. It's changed mine, as well as the lives of the people around you. So at a certain point, if you can do it, it becomes irresponsible not to set up and not to do your best to protect yourself. I'm gonna stop right now. 

BIRD: Absolutely. I love the hype. I love that passion cause I get the same way as I teach. And that’s incredible. I love that you brought that up. That mindset shift as you grow your business, and really sitting in that CEO seat and thinking about your business long term.  And that’s something that I preach even from the beginning, even when it's just an idea and you're getting your business plan together. It's important to think about the phases of your business. That’s a whole section in one of my programs. So I love that so much. 

This has been awesome. I do want to ask one question to kind of bring it back to the first formation point on DBA since you brought that up. With DBAs. So do I need a DBA? And an LLC? Or how does that work? 

SOLUTO: Yeah, that's a good question. So the first thing is DBA laws vary by state. But there are some things that generally work. And so I'm going to use Texas as an example. And you can, of course, find someone who's barred in your state, and get that personalized advice. But generally, a DBA, the way I like to explain it. It's a glove. It's a glove that goes over your head. So a DBA is just an assumed name. And so it just goes on top of whatever you have. So if you're a sole proprietor, you just use a DBA to be your trade name. Maybe you have a bakery, but your name is Joe Smith. You don't want to say Joe Smith's Bakery. So you come up with the name of Fantastic Cupcakes. That's your DBA. It's your Doing Business As name. So all it does, it doesn't give you any legal protection. It doesn't give you any tax benefits. It doesn't do anything. It's just the business name or your trade name that goes over your current business entity. So if you're a sole proprietor, it goes over your sole proprietorship. If you have an LLC, you can also register a DBA and use that for your LLC. So it's just a glove that goes over whatever you already have. But it's helpful, because, you know, oftentimes the LLC name that we create, and that's a separate conversation. People use their LLCs is to be strategic and get some privacy and protect themselves. But when you're doing business in the market, you want a popping name. You want something that people connect with. So you have a DBA name that's very marketable. it's hot and sexy. It's trendy. And then you have your business LLC name that's behind the scenes, protecting you. So that's kind of the rundown on DBAs. 

BIRD: Got it. That makes sense. So it's not necessarily required if you have an LLC, because you could operate under the name of that LLC. But if you want to cover it with a different name, you can do that with a DBA. 

SOLUTO: That's exactly right. 

BIRD: That makes sense. I love it. Okay, great. So I guess the last question is just do you have any, I know we've shared you shared so many popular, like legal tips with newbie brand builders. If there's anything else you want to add, or even just around the LLC, aside from it protecting you and kind of creating that layer of protection between you personally and the business. Also, just with being able to write things off. I know, I actually had a friend from my banking program. She lives in California. I actually gave her your contact information last night. 

SOLUTO: Yeah, contacted her last night.

BIRD: Okay, great! Cause she was saying, I want to be able to write things off. And I know, I can do that with an LLC. And I was like, let me send you to the Soluto. So in terms of that kind of stuff, are there any tips there? 

SOLUTO: Yeah, so just kind of, to run back to my story earlier, when I retired from my law firm and started my real estate investing business, I had no idea that I would fall in love with taxes so much. But there's so much, you know, it sounds so weird saying it. But there's so much to love about learning about the tax game. Because if you are a business owner, this is set up in your favor. There's a lot of things that we have to endure and go through as entrepreneurs, sleepless nights, we're investing our time, our sweat, our money. A lot of us put everything into our businesses, and there's a big chance that you know, things might not go the way that you want. So we have to take advantage of all of our benefits. And as an entrepreneur, taxes are to your advantage. So the first thing that I'd like to say is, it's actually a misconception that you need an LLC to take advantage of tax benefits. You don’t. For the vast majority of tax benefits that exist, you could do it under a sole proprietorship. Now, there's a whole bunch of other reasons you don't want to have a sole proprietorship. But you can. But just knowing a lot of these, one of the things I talk about all the time, is just taking your proper write-offs and deductions. A big one that we just talked about, I actually posted a Facebook post about, is the vehicle deduction. If you use your vehicle for your business, depending on the proportion of which you use it for your business, you can deduct so many parts of that. You can take what's called a 179 depreciation deduction. And if you have, say an SUV. There are different rules, of course. Talk with your CPA. Make sure you get all that stuff straight. But I'll just give an example of something that happened with a client of mine. They have their business. They're going to use a new vehicle pretty much exclusively for their business. They're doing pretty well. They want to get an Infiniti QX80. Really nice car. But the latest ones, they run $70,000 plus. If she uses that exclusively for her business, because of the tax rules, she can write off the entire cost of the car. Day one. Let me tell you how powerful this is. She could go on December 31st. She can finance that car, put $1 down and then write off that whole $70,000 car and take $70,000 of her income and deduct it. When you really think about how much money these things save you, it's incredible. I teach this. I call conversion. You, as a business owner, want to convert your personal expenses into legitimate business expenses by adding a legitimate business activity to it. And so there's so many different areas where this applies to. As entrepreneurs, there's so many things that we can take advantage of, if you work from home, like a lot of us are doing during this pandemic. There's a home office deduction. You can deduct percentages and pieces of the things that you're using. Here's a quick one for you for free. If you have a cell phone that you use for your business, get a home phone, in your house. If you have a phone with a dedicated line, just for the house itself, you can write off the entire cell phone bill. That's easily $2,000, just like that. There's so many different ways and things that have happened. 

So what kind of naturally occurred is, I created a course, to teach business owners, you know about all this stuff. So right now at the Uba Law Group, we have two classes, two courses that we teach. One’s called the Business Launch Blueprint, and it's a four-week course. And it takes you really an entrepreneur from ground zero, all the way to being confident that their business foundation is set up. So just like you said, Ashley. You don't have to work out an area that's not your core competency. You can learn how to set your business up, run it properly, and then go 100 miles an hour at what you do best. So we teach you everything from what business entity to pick, all about the ins and outs of the LLC, tax savings and deductions, and then how to attract quality clients with your business entity. 

And then one of the other courses that we just recently created, it was just because I got so much feedback and so much demand to learn about taxes. So we've created a tax masterclass, we actually have our first class launching on November 20th, Friday, November 20. 

BIRD: Perfect, that's just a couple days after this episode will go out. 

SOLUTO: Indeed, and that's specifically geared to teach you how to save money on taxes year in and year out. We didn't even get to talk about S-corporations. That's what you do need an LLC for. And that's a major game-changer. I have clients that are saving five figures and will save five figures every single year, using this strategy. Imagine what you could do if you invested $10,000 into your business, that you got for free, because you know the game, and you know how to invest, and take advantage of all the opportunities that are available to you.

BIRD: I just want to make sure I clarify that's an S-corp for tax purposes. Because there is an S-corp for business formation, and a lot of my students get confused on that. 

SOLUTO: Ashley, don't get me started. I’ll talk for another 20 minutes.

BIRD: I know, I know.  No, it's so good. Y'all have got to connect with Soluto. I'm gonna make sure to link the master class and any of your other resources in the show notes. So wherever you're listening to this podcast, go down, look at the show notes, the episode description, and make sure that you click to get information on that because it sounds amazing. And you want to get that kind of tax info in your life, now, before the new year. You know, take advantage of anything you can in 2020 and then set yourself up strong going forward. So yes, this has been incredible. Thank you so much for coming on. 

SOLUTO: Thank you for the invitation. Of course, always.

BIRD: I want to make sure I asked this question too. How can people connect with you online? I know that you mentioned Facebook and Instagram, your website. What is the best way for folks to connect with you? 

SOLUTO: Yeah. So the primary way that I connect with folks and try to give out as much free value as possible is on Facebook. So you can just search me Soluto Uba. Or you can also search the Uba Law Group. I’m the only Uba Law group on Facebook. And then on Instagram, my handle is @theentrepreneurlawyer. So you can search me there. I'm on YouTube, you can search The Entrepreneur Lawyer on YouTube as well. And you know, my name is fairly unique. So if you type in Soluto Uba, you're gonna find me. And I'd love to connect. Love to have a consult and just really, my big thing is, you know, we can do this. I have videos, I say on Facebook, at the end. We can do this. You can do this. The biggest part of my entrepreneurial journey was figuring out that I can figure it out. I learned that in August of 2017. Once I learned that, hey, I can figure this thing out. The world was open to me. So just be encouraged wherever you are, no matter what your state is. If you're just starting out. If you need a rebrand. If something bad is, you can do it.  You can figure it out. So believe in yourself, get help, get wise counsel around you. But keep on grinding, keep on pushing. 

BIRD: Yes, yes. And yes to all of that. Soluto, thank you for being on the show. You are a rock star.

SOLUTO: Thank you, Ashley. That’s you.

BIRD: Have a good one. 

SOLUTO: All right, you too. Take care.

BIRD: Y’all, we could have talked all day. Wasn't that so helpful? I mean, there was just so much practical wisdom in this one. You know this is one of those episodes that if you were moving around and multitasking, you'll want to make sure you come back and really soak up all this goodness. Look, I understand not everyone is as excited about LLCs, and trademarks, and DBAs as me. And this could probably feel a bit overwhelming. But I will tell you this. You want to get this right. This is not the part you want to skimp on. Because y’all, neglecting to set a strong foundation on the front end will cost you so much on the back end. Trust me, I have been there. It is worth investing time and money for even a simple discovery consultation with an attorney. You can take the next step. You can take the first step. You can think through what contracts, what documents do I need, and sit down with an attorney who can kind of audit your business and see if you're on the right track. And then you can make the decision of what you're going to do next. Like Soluto said, you can do this and you don't have to do it alone. Soluto is having a free master class, absolutely free on November 20. That's this Friday, if you're listening in real-time, and it's such important timing, if you're listening, like I said, in real-time, because we're approaching the end of the year. This master class is all about taxes, and I promise you don't want to miss it. I've been telling friends about this all week. Make sure you make the investment in your business and join this free master class on November 20. 

All right. As always, thank you, thank you for tuning into Bird Means Business podcast. It means so much to me, for you to follow along. Thank you for subscribing on Apple Podcasts and for following on Spotify. Make sure that you tell every entrepreneur you know about this episode so that they can start building a strong foundation for their businesses as well. Alrighty, then talk to y'all next week.