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April 27, 2021

How2Exit Episode 4: Attorney Aaron Budd - We talked about what docs are needed at formation, during operations, and at liquidation

How2Exit Episode 4: Attorney Aaron Budd - We talked about what docs are needed at formation, during operations, and at liquidation

Aaron Budd Attorney and Founder at AB Legacy Law, PLLC. Today we talk about the types of things that can impact you and your business if your paperwork isn’t set up correctly. We talk about business formation, succession planning, insurance needs,...


Aaron Budd Attorney and Founder at AB Legacy Law, PLLC. Today we talk about the types of things that can impact you and your business if your paperwork isn’t set up correctly. We talk about business formation, succession planning, insurance needs, and some of the complexities you can find yourself in if you fail to create and maintain your documentation.

We talk about why it’s important to maintain meeting minutes, have your paperwork and your insurance reviewed periodically.
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Contact Aaron on
Linkedin: https://www.linkedin.com/in/aaron-budd-a1904920/

If you’d like additional ways to support this podcast, you can become a patron here: https://www.patreon.com/bePatron?u=66340956
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Reach me to sell me your business, be on my podcast or just share some love:
Linkedin: https://www.linkedin.com/in/ronskelton/
Twitter: https://twitter.com/ronaldskelton
Facebook: https://www.facebook.com/How2Exit

Have suggestions, comments, or want to tell us about a business for sale call our hotline and leave a message: 918-641-4150
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Watch it on Youtube: https://youtu.be/ObBZoOdrkmM
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Other interviews:
Zoran Sarabaca: https://youtu.be/OLqszNP7yHY
John Andrews: https://youtu.be/vmGWbd2y5x0
Chris Daigle: https://youtu.be/jHWzFGRbpD4
Arturo Henriquez: https://youtu.be/uwN7y8AE4EQ
Joe Valley: https://youtu.be/ZQLdybxcZKs
Christopher Wick: https://youtu.be/xhIf9ltgedA
Jonathan Brabrand: https://youtu.be/oC82Ls54CXo
Carl Allen: https://youtu.be/VIU2Lqj_FY4
Klint Kendrick: https://youtu.be/eJ2GICCj2TA
Walker Deibel: https://youtu.be/xoUH_Ixeook
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Ronald P. Skelton - Host -

Reach me to sell me your business, connect for a JV or other business use LinkedIn:
Ronald Skelton: https://www.linkedin.com/in/ronskelton

Have suggestions, comments, or want to tell us about a business for sale
call our hotline and leave a message:  918-641-4150

 

Transcript

Ronald Skelton  0:06  
Hello, and welcome to the how to exit podcast where we introduce you to a world of small to medium business acquisitions and mergers. We interview business owners, industry leaders, authors, mentors, and other influencers with the sole intent to share with you what it looks like to buy or sell a business. Let's get rolling. Today here, we're here with Aaron Budd. Aaron is a state planning attorney, corporate attorney helps with corporate formations. And we're going to talk about inside of the acquisitions and mergers world, what business owners should have in place and when our US buyers, acquisitions, and mergers place. professionals should be looking for inside of that. So thank you for joining us today, Aaron.

Aaron Budd  0:54  
Yeah. Thanks for having me, Ron. Cool.

Ronald Skelton  0:56  
So I always like to start off with a very simple, let's get to know you type questions. So I don't ever tell anybody where to start just because some people had some, you know, painful childhood or something. So, first question is always going to be start wherever you're comfortable. But tell us about yourself, who you are kind of where you come from, and what you stand for.

Aaron Budd 1:16  
So yeah, my name is Aaron, I have my own practice a B. C law firm, operating in the state of Oklahoma. And my practice is focused on estate planning, so wills trust. And then I do guardianship, probates. and business law, I have a passion for business free-market entrepreneurs. I was a business major in college and studied the focus in business and corporate law in law school. And the reason why I went to law school is I wanted to help people start their business. Big believer, like I said, in the American dream, I want everyone to have to worry about the estate tax, lying to them personally, because they've been so successful. And in terms of my practice, I've been in practice for nine years, I've been on my own path. And got three kids, two and a half dogs because my wife and her twin sister have split custody of a Maltese. And, yeah, I love to garden and watch sports and try and keep up with my kids because they're all young right now.

Ronald Skelton  2:30  
So I have a five-year-old and a 10-year old I understand that. So hold the kids right now.

Aaron Budd 2:34  
Almost seven, five, and almost to better my life. My life is more expensive as we go.

Ronald Skelton  2:45  
Yeah, so my, my youngest is a she's five. And she's already into princess dresses, and pretty bows and stuff. And like, man, that's my son. If you give him a video game and a T-shirt, he's cool. His first T-shirt, sweat and video games, my daughter's like, you know, now she wants to big bows. And you know, so I get it. So, but I wouldn't trade it for anything in the world. I'm 49 years old now. And I have two little ones. So I started a little later than most. But uh, so I get where that keeps busy. And I Like You I like to garden I have five acres out in the middle of nowhere I call a little mini farm and we slowly are turning it into something that will be fun to fund to go down there and pick vegetables and fruits and stuff. It's out by Lake Keystone. So it's all sandstone stuff. So we're having to build soil like you. I think we were talking before we joined that you had to build a raised bed. That's the only I have two choices. I either build a raised bed, or I start like augmenting the soil because it's sand and rocks out there. So cool. So inside of the acquisitions and mergers World business owners, you know, there's these statistics you hear all the time that like 90% of all businesses that go for sale never sell and having looked at a bunch of those over the last year, I think I know why most of them are ready to sell. Right? They, in my opinion, a lot of businesses were created out of either accident or necessity. So accident would be where you know you're really good at something you do it for a friend all sudden he tells somebody you're doing it for that guy and next thing you know, you're that's all you realize, wait a second, I'm not, you know, I'm making money doing this and I don't have to work. So you trade something, you build it around it, right? Or you work for somebody the other one is like you work for somebody, and over time you decide you can do it better, you break off and you go do something but the business side of business is on most cases, especially here in Oklahoma where a lot of manufacturing and nontechnical startups you know, it the business side of business is an afterthought. Right? I was talking to a guy yesterday who didn't know what an operational agreement was when I was like he's been in business for 30 years, he has an LLC. And I looked at your bank asked to see your operational great route to open the account. Now I've known my banker since I was a kid. I was like, Okay, well, how did you do your taxes? My, my CPAs? Like, you know, my high school sweetheart, you know, like, it's just, that's just what happening. So inside of all that, when we come when it comes to us, you know, one of the first things I have to tell him is like, Look, I can't give you, if I told you everything to put inside of this operational agreement, it wouldn't be fair to you, because I'm looking to buy this thing, you need to go find a professional. Right? And do your documentation. Is it too late at that point, I mean, there's, there's, there's something to be said for like, creating something because you're trying to exit or what's your thought process on, you know, these business owners that just don't have their stuff together?

Aaron Budd 5:56  
Well, in that's, that's actually not uncommon for people to not have that kind of stuff in place where they have an idea for a business, they've heard something about LLCs. So they go to the Secretary of State's website, file an LLC, get the certificate of limited liability company in the Articles of Organization, and they think they're good. And maybe they're operating as a cash business, and they're not putting the money in the bank, or they're putting it in their personal bank accounts, they've never had to open up an account in the name of the LLC. So no one's asked him for those documents and stuck with pretty much anything in life. I mean, if you asked me, what the first thing to do is when you need to replace an electrical outlet, I don't know when I can YouTube it. But it doesn't mean I'm an electrician, so many things is that I know, even just in my own practice, I know a lot about a little in a little about a lot. And a lot of things that I know a little bit about, I know enough to know that I shouldn't be messing with it. And but yeah, I mean, oftentimes people, when they're, they're looking for an operating agreement, it's because they're either trying to open up an account with a bank, and the banker is saying, Hey, I'm not going to open this account for you. Until I see your operating agreement, I need to see many meeting minutes and resolutions authorizing you to open up an account with this institution, or that you have power to do this kind of thing. And even with selling a business, I'm in make sense that a lot of businesses don't sell, because by the time a lot of people are thinking about selling, it's usually because they someone's gotten sick, someone's passed away, someone is running out of cash, and they don't have the ability to continue to operate it. And so they're throwing a Hail Mary, hoping that someone's gonna catch it. And the reality is, is when you start a business, you shouldn't start thinking about selling that business from the moment you start it, even if you have no intent of ever selling it, but if you, you run it in that manner, then you're going to have plans in place, you're going to be doing things to boost the bottom line sales price, or to make it easy for someone to come in and buy the business when you do decide to sell if you decide to sell and if you already have the operating agreement in place, if you already do your p&l is in a way, and keep your books in a way that someone that comes in and wants to buy, it can easily run the numbers based on your p&l is where they take out that personal car expense or you could even keep a set of books not to have two sets of books like illegal and anonymous illegal one, but a set of books that you could have free preparing it for someone to sell. So that'd be like we already took out all the personal stuff that we benefit ourselves with. So here are the books that we would have the calculations that you would probably want to run off. Now you don't have to do that. But I mean, the effort of doing that, when you already have you already have your books in order is not a lot of extra effort. But most small business owners are doing their PNLs in April, trying to rush to put them together as they get their taxes in order.

Ronald Skelton  9:16  
See, I got to see the you know, I do a lot of stuff on Skype. So even if I'm on you know, on the phone, or on Skype or you know, zoom or whatever when they want to use right. And it's I like to watch the look on their face when I tell them. Okay, the next step is a little bit of due diligence, I need to see the three years of trailing financials. Right, because I did what you were talking about, they decided they wanted to sell it so they started managing their books from that point forward as if that's for sale. And then they, you know, I come in and like I need to see your last three years of traveling financials and they're like three years, you know, I only decided to sell it last year and I was like yeah, but you know, last year I need to see what happens especially right now because last year was horrible for a lot of businesses. So but we all look you know, everybody I know have we look at the last three years trailing financials because we're looking for trends we're looking for, you know, have you totally checked out, right? So it's hard to tell now because of COVID. But a lot of times in so many get into retirement age, you'll see that the income was doing pretty good. Maybe they had a decent trajectory. And then the last 12 months, 18 months, it kind of flattened out or even kind of don't tell down. And it's the, it's like the same, what do they call it, the graduation syndrome, or we will basically you're at your last quarter, and you don't want to do any of the homework. These guys get to the point where they've decided they want to sell and retire, they quit going out and trying to hustle to land new accounts of stuff. So there's some tapering on that. But, uh, yeah, so, um, inside of that whole, you know, okay, I've decided I want to sell or, Hey, I just got diagnosed with something. It's, you know, I got a fight for the next X number of years, right? It could be cancer, it could be anything, you know, we have an aging population of business owners, baby boomers, and stuff. Once they have that wake-up call, it's not as hard I want you to correct me if I'm wrong, it's not as hard as like, you might think it is to go back and make sure your corporate bylaws are correct. Your corporate meeting, you know, if I bring in a professional like you, my operational agreements intact, that type of stuff. can explain to me what would be involved? If I came to you and say, Look, I've been running this for 10 years, here's what I got, you know, I haven't even looked at my operating agreement. Since I started this 10 years ago, you know, can we prepare this that, you know, I can either leave it to a relative or we can sell it? So what does that look like for a,

Aaron Budd 11:41  
it's really not that hard. I mean, I need to see what they have in place already. Man, if they don't have anything that I'd probably want to look at, okay, who's issued a k one. So that I know who's getting who's being treated as an owner. Because whatever we do, we're gonna need their signature in order to make it happen. So if you've got three partners, and one of them is stopped showing up, and as ghosted, everybody that creates problem, that you can't just eliminate somebody. Now, I mean, there might be provisions that there's a document already, depending on how it's drafted, there might be a way to evict a partner. But if there's something that requires unanimous consent, or things like that, I mean, it's just better if everyone will sign off on stuff. But uh, from there, I mean, whether we're starting from scratch and putting together an operating agreement for the first time, or we're adjusting what's already there, I mean, you can take an existing operating agreement and amend it. Or you can take an existing operating agreement, scratch it, and restate it and just basically create a new document cover to cover, and then have meeting minutes and resolutions of all the members or shareholders, whatever the style of business setup that they've got, and have those new documents approved and ratified and adopted. And then you can have those meeting minutes and resolutions going forward.

Ronald Skelton  13:11  
So you mentioned earlier if they had, you know, somebody else's getting a k one, they have partners and stuff. So I know what I'm looking for, but like what are some of the elements that need to be in either the corporate bylaws or the operational agreement? If you'll have partners as far as selling the business or leaving it to somebody? What are some of those?

Aaron Budd 13:33  
Well, there's, that's a very broad question in terms of answering it. So I mean, one there needs to be clear delineation of if someone wants out what happens is that is does the company get first right of refusal? If so, is there financing in place in order for the company to be able to buy that person out? There could be a length of time that you tender your notice of withdrawal, and then it triggers a six-month or nine-month, or 30-day timeframe where the company if they have first right of refusal has to get financing in place to buy that individual out? How is that person share the business value? I mean, there can be established valuation methodologies or they could come to an agreement on any number of the sheer limitless ways to do valuation. But generally mean that there's that's it's not too terribly hard to do. But then there's things like is bankruptcy considered an act of withdrawal? Is divorce considered an act of withdrawal? If someone can simply transfer their interest to their trust and have their trust distributed to their kids, or to their spouse or wherever? Um, yeah, those kind of that kind of language can be in dictating what happens if someone wants to sell Are they free to transfer assign it to anyone they want to? Are there limitations? Does it have to go through a family member cuz then if someone like us coming in, we might need to get an amendment or a restatement of the operating agreement so that you can come in. So

Ronald Skelton  15:11  
interestingly, one of the things I've come across as two things, right? If they've got more than two, two or more partners, sometimes it kind of pushes me away. And I know some of the other guys too, unless we're looking at something pretty big, you know, 10 million in revenue or above, right. But if you're looking at your small to medium-sized businesses, you're 1015 employees to 5060 employees, if I've got more than two or three owners, the complexity goes way up, especially if they're not well documented, right, and the perfect world, they have a Buy-Sell agreement inside of there backed up by insurance policies. And it's very clear. One of the problems I ran into recently, three, three partners, you know, two brothers and a friend started a business 20 something years ago, the friend passed, but he was, it was done well, they actually had an attorney come in took care of everything. Problem is there was no language inside of his operational agreement to them as to how the business was to be evaluated the valuation model for when they wanted to sell, and they were having arguments about it. So they call me because there isn't, one of them was going to buy the other one on it. At some point, the argument has come, let's just sell it to somebody else. And I'm just like, You guys still can't do this. Because you don't have a valuation model in there, you're gonna have to have your attorney, either amend that and say that, you know, you know, you guys can vote is unanimous, but they had something that's like a corporate appraiser had to come in and appraise the business. And, you know, their evaluation model was like, you know, something I'm not going to do. Right, so it was on them. And the other one is that, had they not had an attorney, do their corporate bylaws as a court? But had they not done that? And they couldn't have shown me if they had to show me where the attorney made those amendments and fix the stuff. And actually, you know, here's a step, guys, the state was probated, and it was taken care of, I wouldn't be interested, because I'd have this third leg out there worried like, okay, is their family going to come back later and want a piece of this business? Right? Because there's, you know, you can't leave things undone inside of that. So, you know, I think, in my mind, and you know, is this a myth is like is it get more complex with the more people that are involved, like,

Aaron Budd 17:29  
anytime you add more people to a room, it's going to get more complex, just because you've got different personalities, different backgrounds, different interpretations, like with, you have a room full of 10 people and you say one word, they might, six of them might think the same thing, two of them might think something different. And two of them might think something that isn't even grounded in reality, that the more people that are involved, the more open to interpretation, the more emotion, the more. It's just anything like that gets complicated. That's why it's always important to get stuck writing is what you need to be, it's almost like having strings like you've got a starting point. And with every individual, there's a string attached to them. And whatever happens with them, you need to be able to have a string to the next leg into the next leg. So if it started with 222, guys, they're best friends grown up, they started a company. And they both passed away. And they each gave their share. One guy had three kids, one guy had two kids, and those kids each got it. Now there's two kids with half the company and three kids with the other half of the company. And then one of them buys, what started off is pretty straightforward. Have two best friends starting a company quickly becomes a complicated mess. And if three of the people want to sell two of them don't. Or it could even just be as straightforward as this happens with family businesses all the time, mom or dad passed away. One kid worked in the business to didn't, almost all of the value of the estate is wrapped up in the business and to the kids want to cash out but doughnuts working in it. I mean, this is his golden goose. So what happens there? Right. And it gets complicated. I mean, with family, everything needs to be in writing anyway. Friends, everything needs to be in writing. And the reality is the more papered over something is, the easier it is for someone else to come in and not have to hear well, this is what we've talked about this what we've talked about, like I can just look at the documentation and two o'clock in the morning, if I'm up late working and I can see I went from a to b, b to c, c to d, or I'm seeing A to B, B to F. Okay, where's the in-between?

Ronald Skelton  19:48  
It's interesting you say that because when I first started off in business, and you know, I've been an entrepreneur since a kid but when I first started like creating an LLC to run my business, we started off in Hawaii. I had this thing called Diamond K networks. And we were installing network systems to schools and businesses and stuff, it was just me and a couple military buddies. And back then it was like, We know each other, we all have these real high level, you know, we work for military intelligence, we all we were very trusted individuals, right. And so we just liked it, we know each other, we trust each other, we don't need any paperwork. And now I'm of the mindset, it's like, wait a second, we know each other, we trust each other. So we need the paperwork. And the paperwork isn't a sign of distrust, it's a sign of, I trust you so much with this business, I want to document it step by step so that if anything happens to me, you're taken care of. Right? Or if anything

Aaron Budd 20:37  
breaks down, then you don't have to argue on it. When you've got a personal relationship, and you're trying to argue the separation of business, it's just better to fall back on, hey, this is what we agreed to in writing the beginning, let's just fall through that. We'll go through that. And let's try and keep our friendship.

Ronald Skelton  20:56  
Yeah, I've seen that where, you know, I decided to pull out one of the businesses and the other guy wanted to keep it and I was like, there's just no way this is gonna survive, right? So transfer my shares to them knowing, you know, a year or two down the road, it just wasn't going to and he didn't want to hear it. But it was really hard. And I, you know, to maintain that relationship, because because of that, we didn't document things well enough on that one. And so like I said, Now, I'm of the mindset when I do anything, it's like, how well can we document this? Right? How well can we ensure each other you know, I always kind of joke around, I carry enough insurance on different things that I kind of, I'm very cautious on the road. Because there's a lot of people make a lot of money if I get hit by a bus.

Aaron Budd  21:45  
And alive right now.

Ronald Skelton  21:47  
Yeah, I, you know, that that that occurs to me sometimes. And but going back to like, you mentioned that word I wanted to bring up you mentioned to like, you know, this is the myth of things. One of my favorite questions to ask is what's the what's one common myth around your field or your profession side of your business and corporate law or estate planning that you just wish didn't exist, you'd like to clear up?

Aaron Budd 22:15  
Um, well, there's, there's a number of them, I mean, one, if you have a will, that keeps you out of probate that's one common myth. But to even just getting a certificate of limited liability company, or the certificate of incorporation, and then the articles of incorporation Articles of Organization, depending on whether you're an LLC or corporation, that's enough. And the reality is, is all you've done, when you've done that is pay the state money. So they give you a piece of paper, that if you are sued, that piece of paper in and of itself may be worth next to nothing. Man, it's a starting point. But generally speaking, if you don't have insurance in place, if you don't have meeting minutes and resolutions, it's going to open up your company to alter ego kind of arguments were essentially that well, there's no documentation to prove that you the individual is separate and distinct from you, the President, CEO of this company. I mean, if the company and the individual are so closely intermingled there, there's not enough paper to show that the company is separate and distinct. And that's one of the main reasons for meeting this resolution, operating agreements are we want to be able to show that the company operates specifically and intentionally and has documentation to support it just like we have. So security number, and driver's license and birth certificate, all those kinds of things. That's kind of what those documents are for a company. And so if you're sued, then you're a corporation, you don't have meeting minutes and resolutions, there's a very decent chance that the attorney if they get a judgment against the company will be able to tear through the company and get into the individual. And, and so having those kinds of things in place is incredibly important. And a lot of people don't realize it. Well. Yeah, I got an operating agreement, I got this thing from the Secretary of State. Well, that's not really gonna help you in a lawsuit. I mean, it might a little bit and maybe if the attorney that suing know much of anything, but I mean, even with all those documents, if there are not enough assets in the company to be able to paint any judgments, and I can guarantee you there's going to be an alter ego claim that's made.

Ronald Skelton  24:38  
So that's really the what do they call that piercing? The corporate veil? The same thing? Yeah. So like, I actually know a couple of people that happen and it went down to the point where they, you know, you know, that guy was one of the guys was a professional speaker as part of his thing. He would go give presentations and sales presentations in front of a room of people. So he actually used his business corporate card to get things done like his hair, he actually got his nail, you know, his fingernails manicured and stuff. And they use that inside of their going and look, he's just, this is just a personal ATM to me, he's not even running this as a business, you know, who pays for hair and nails out of their corporate LLC and a real estate business? Right? And he has the turn, he had to go back and argue like, wait a second, he's a speaker, too, you know, this was part of the presentation, you know, he has to look his best when he's on the front of the room. But, uh, you know, I think it's not a lot of people think, well, I've got an LLC, they can't touch my personal belongings. It's not true, right. And, and that's one of the reasons I, you know, as acquisitions, or mergers, guys, one of the reasons we need to look for their meeting minutes, not just their LLC, operational agreement, but their meeting minutes. And if our corporation, the bylaws that they're doing them regularly, is because, you know, anything they've done over the years, the liability that you know, that they, you know, introduced over the years, kind of comes along with them. Right now, there's some things we do in acquisitions and mergers and stuff like that, to cut that off as best as possible. It doesn't mean you're not going to go to court and convince a judge, you know, and you know, some attorneys that it's been cut off appropriate. If that previous business did something, you know, they're gonna reach out to us, right, so knowing that the corporate bylaws are in place, and the documentation is in place. You know, when we close on a business, one of the things I tell the closing attorneys for to do due diligence is sit down with them and complete their meeting minutes, complete their stuff, make sure it's all documented, even if I'm blown away by it, what's called an invoice purchase, where we create a big long list of invoices, we create our own holding company, LLC, we start buying assets and put it in there and then we buy the brand name as whatever they're calling themselves as an asset. And we do a fictitious business name is that so we can we own the Moran we can, you know, do it now that is a parent company or whatever. But to do that, we do that to separate this off. But that doesn't mean I do not have to prove that later. Right?

Aaron Budd 27:07  
Well, and that's two other things that are missed that that people have is that, well, I've got an LLC, I don't need insurance. And the reality of that is, is kind of the same as if you don't have meeting minutes resolutions you run the risk of the company being declared a sham entity if there's no insurance is actually cases, there's one case a taxicab case at New York, they created corporations for each cab, and each cab had minimum insurance on it. And so you've got all these cabs out there with let's say, 2550, minimum insurance like we have here in Oklahoma, well, one of them inevitably gets into a car accident, and the only asset and that the company is the car, the one car, and minimum insurance policy will the Court declared that the entity was a sham entity because it was underinsured that it wasn't reasonably insured. And so even though you've got an LLC, even though you've got a corporation, you still need insurance. And it needs to be a reasonable amount of insurance. And that's where having a relationship with a good if you're in a business commercial insurance agent, that's going to be able to just sort out here's kind of industry standards on insurance, that you don't you should not skimp on insurance. I mean, first of all, insurance is the first line of defense. I mean, ideally, you've got enough insurance in place that no matter what kind of legal claim that can be brought against you. We don't even have to worry about alter ego because we've got insurance in place to stop everything before it gets there. Because I mean, that LLC is the last line of defense. And if the insurance isn't in place, man, that's minutes, toilet paper-thin, if we have nothing there on that.

Ronald Skelton  28:54  
So you say the corporate veil, I think that separates me from the liability of my actions and the liability of my business actions, my personal assets versus my business assets. You know, we believe that that's the LLC or the articles of incorporation for Corp. You're saying without all the rest of the stuff that veil is very thin.

Aaron Budd 29:13  
Yeah, and you kind of touched on that earlier. And this is where I see people screw their company up the most is that they're the sole owner of the company. And so every net dollar that's thereafter expenses is theirs. And they look at in their business accounts, it goes as my money and they pay their mortgage out of that account they pay for their hair or their nails or things like that a personal expenses. And that's where we start to have that blurred line of okay, is the company the same as the individual? mean, if we're paying for personal expenses out of the company, then that makes it a lot easier for three or a judge to say, well, maybe they are they're so hard to distinguish that yeah, they are wanting to say And that's where if anything is done, I can terms, what I generally tell my clients is if you need to pay for something personal, distribute the money for your business account to your personal account and pay for Worst case scenario if the business does pay for it, then you as an individual need to write a check back to the company, just reimbursing it for your personal expense. Like if you work for another corporation, and you're allowed to use a corporate card, but you used it for something personal, that's not authorized for you, you know, having to pay the company back for that unauthorized purchase that the same kind of thing treated the same way. Even though it's your money, you need to get it from the company to you. And if you're not, you need to have a paper trail, showing that you've reimbursed the company for those expenses. The same if you pay for your business expenses, on a personal card, that you need to reimburse yourself personally from the company for those costs, and have a paper trail for it not only for the IRS but for lawyers. Because the Secretary of State doesn't care, right arrest and attorneys are the ones that are going to care if you don't have that stuff in place.

Ronald Skelton  31:13  
It's interesting is one of those, I honestly think business owners or they get busy in the day-to-day operations of their business, and it's out of sight out of mind. Right, so they were told they needed an LLC to protect their business, they go out to the Secretary of State, they file one and maybe the bankers told them that if you want a bank account, I need to see your operational agreements. So they went to Rocket Lawyer or something silly online, and then printed one and hand it to the banker, and they think they're golden. And there's just so much more to it. And that comes to light with when you're looking at, you know, events like what I do, right, you know, the buying and selling a business because I will I'm going to look at everything you have, right I'm gonna look at your trailing leave your last three years of trailing financials, I'm going to see your bank statements for at least the last 12 months for the corporate account only, I'm gonna see your tax return for the last three years. Right. And when I start seeing that you're, you know, paying for your kids or your Netflix account. Well, you know, and your kids, you know, what was that one I just seen yesterday, or the day before there was a, I started looking at ABC Mouse or something like that, I'll see what the heck's an ABC Mouse, Mikey, I have kids, and I think I thought we had something like that for them started not turned out it was that so you got all these personal expenses inside of this account. And I'm like, you know, luckily, you haven't had any problems, because that is an open the door, this company is producing, I will say eight $9 million a year. But it's just, you know, two brothers running. And they both they just said, you know, they kind of bless each other and said, you have two grand a month personal spending allowance. And I have a $2,000 a month personal spending allowance. And they've been literally, you know, paying for car leases, and you know, personal cell phones, you know, their kids and wife cell phones, up to that two grand. And I was like, that's fine. If you have like a lot of documentation on expense reports, and you know, other stuff that you can show, like, you know, it doesn't matter to me in this case, because you know, the business isn't something I'm going to move forward with. But I can see that that's going to be a real problem from them. If they ever appeal, you end up in court where they have to defend that it's a legitimate self-sustaining in its entity outside of the two individuals that own it,

Aaron Budd 33:21  
or even another concern entirely, that the IRS comes in saying, Hey, did you classify this as government? That's $24,000 of additional income every year? Did you pay taxes on that?

Ronald Skelton  33:35  
Right? So, yeah, it's just, it's interesting in this whole space, like, you know, I went in, you know, about a year and a half being in this space that comes from the real estate world. So a lot of that transferred over, because, you know, we hold our, our houses an LLC, so, you know, that was already in place for me. And, you know, I had investment firms. So I already had attorneys and set out that stuff and kind of learned my lessons early, just by luck. Luckily, by seeing other people who didn't see and other people whose corporate veils were pierced because of, you know, in both cases, the individual did something wrong. And there's, like, you know, it was warranted that they, they smashed her that stuff and get a hold of their money because these guys were trying to hide it. But it was still interesting. You know, I didn't realize how easy that would be for the court and the attorney because we, you know, the myth that we're always told is, you have an LLC, it's a separate entity, it's its own human being, it's its own thing, and it's a big concrete wall around it. Nobody can get outside of your LLC to your personal belongings. And that's true. If you do everything right, right. If you treat it like a business, run it like a business. And, you know, have your paperwork right, it's what it sounds like. So

Aaron Budd 34:56  
it also helps to not be a jerk to people. I mean, the bigger jerky are the more likely that a judge or trial, a jury is going to want to assist the person suing, or people suing you in a corporate veil argument.

Ronald Skelton  35:10  
So I tell people all the time, say, look, these LLCs and the, you know, having, like a lot of guys in the real estate, including myself, we put our properties in trust and stuff like that. That's awesome. It gives you some, you know, animosity, basically, you're anonymous gives you a little bit of being anonymous is a little hard to figure out what you own and stuff, but that it will not work. If you go around hurting people, because somebody is gonna have a vengeance, they're gonna have, you know, they're gonna hunt you down to figure out what you have. Right? What it does is it cuts back on the frivolous stuff the same way I think this happens inside of the LLC stuff is, you know, from attorneys point of view, if you get in there, and everything's ironclad, everything's documented. Well, everything else. Is that a discouragement to continue on sometimes? Or, you know,

Aaron Budd  35:54  
it can be Yeah, man. It's not if you've got all your stuff in order, especially in Oklahoma with an LLC, and the likelihood of having and you've got insurance in place. I mean, you'll oftentimes, even if you've got a potential for $5 million claim, but you've got 2 million in insurance in an LLC, where you've got all the documentation in place. It's such a pain in the neck dealing with it at that point that you know, what, we'll just settle for the insurance proceeds and go on our merry way.

Ronald Skelton  36:24  
Right. So a lot of people don't get that right. A lot of people think that, uh, you know, here's a good question, what happens if they don't have the insurance, right? So there's no, there's no, like, I can settle for this and go away, they kind of have to stay, right. So they're actually, you know, adding fuel to the lawsuit to continue by not being properly insured or anything, just because there's nothing there to settle the needs of the, you know, in this case, it's still the accuser, but like, if somebody had something wrong done to them, and they're rightfully owed money, there's no easy way to access that you almost have to fight until you get through the wall.

Aaron Budd 37:03  
I've seen that happen to clients where they don't have enough insurance or this happens in the cannabis space a lot. I mean, you can't get insurance. And so people are still operating their budgets as if they didn't need it. When it that if you don't have like on cannabis, even specifically, I mean, if you can't get insurance, you need to self insure, which means putting money away every month into a pool to pay for the eventual legal costs. Because in cannabis, what I've seen, it's not if you get sued, it's win. Because there's too many crooks that were are still involved in cannabis. Or these people that have unrealistic expectations of how much money they're going to make. And so they're promising the world or knows that those kinds of things where there's no money to settle. And there's not enough operations to have it be coming off of cash flow of the company, that it creates an issue of Okay, guys, you were How are your assets currently positioned? Because it might be that this company goes down, we liquidate it, we pay off what we can, and then you guys might be writing a check. Or you might be losing that rental property that you've got, your bank account might get garnished, that you might need to look at where you can tighten your belt and come up with some additional money to make this go away. Because the reality is, is this couldn't have been considerably worse. If we go to trial. Now, I mean, there's still you got it over the alter ego, but I mean, part of my responsibility generally, is to tell them, hey, this is what I think can happen. And here's kind of a rough estimate of what I think the probabilities of those different options occurring. So

Ronald Skelton  38:53  
it's interesting, you just reinforced something. So for our listeners out there that don't know where we're sitting, we're sitting in Oklahoma, and where we have medical marijuana for medical cannabis, you know, availability, and it's kind of one of the loosest states there is for it, meaning change. But yeah, I think there's like 6000 Something growers in this state and in just as many if not more dispensaries, right. And so, you know, I had somebody, you know, reach out to me goes, Hey, I want you to help me do acquisitions and mergers, I want to buy up a bunch of these like million dollars. And this is why I said because they made it so easy to get into it. They did background checks and stuff were so like to get into this thing. And there's so many people with it. A lot of the people in this space were in this space before it was legal, and they're not the kind of people you want to buy and partner with and do business with. Right? I've just seen I've seen it in a calf business where you need a lot of trusts, right? I've seen good friends of mine in the real estate space, jump over into that space to contribute money to something and find out that the guys that they're working with, you know, had been doing this way before it was legal, and won't take no for an answer and are doing things like crazy stuff, right? Like, when a crop dies, they bring one in from another state, which is a federal offense. Right? So, you know, like, people ask me, like, are you interested in that space, like, not right now, it's just too immature. In Oklahoma, we left it open way to open, the people that are in the business, I'm positive, there's some really awesome business owners in the business. There's some really great people. Yeah, and I honestly know that they're still you know, a large percentage of, you know, the guys that were doing it way before this, or they're still and they, they have their own business ethics that I just don't want to deal with them. And then

Aaron Budd 40:52  
just something is central to running a business is having a bank account is incredibly complicated in cannabis. I mean, your client spent $10,000 a month just to have an account with a bank. That doesn't even count. They've been just that's 10 to the expense per month, I'm gonna make 10,000 a month just to cover that the bank costs

Ronald Skelton  41:17  
is crazy. Then when Colorado first got their license, I actually had a call from Colorado where a guy was, you know, hey, I'd like to invest in real estate in Oklahoma like awesome. Sounds good? Because yeah, how many? How many houses can you buy, because he wanted to pitch a deal like a JV where he funded the purchases, and then we split the equity so much, and I go out and find them and stuff. And sounded really great. You know, I've done this for some others like doctors or lawyers and stuff. And I didn't ask him what his business was. And I said, Well, how much money do you have to get started with? And he's like, Well, I can probably bring three to 5 million, I think, bring, wait a second. Why do you say bring? It goes, well, I'm gonna load it up with some duffel bags and bring it to you. It's underneath my mattress. I live in Colorado, like, No, you're not. Number one. That's money-laundering guy. And until they pass it at a federal level, we just can't play that game. And number two, why don't you can't just deposit that kind of money in a bank account, there's like, even if it was like they made it, I guess once they make it federally, okay, then the banks will open up. I think they just pat I just seen something on the news, they were passing something to make it easier to bank. But uh, you know, I just didn't want anything to do it. But I got more than one call when a call like that, hey, I, I have a lot of cash, I'd like to invest in real estate, I'd like to chat with you about it. And I have had to get really good about it. Where's your cash come from?

Aaron Budd 42:43  
Women then like I there's still so many issues, because the banks, even if they make it utterly legal, they're still going to have issues with money laundering, the banks are going to have to be able to source as best as possible where the money's coming from. And they're going to there's other businesses that a lot less complicated.

Ronald Skelton  43:01  
Exactly. So I don't I'm not interested in that space. And the guys that I know that are, are a little more risk-takers than I that I'm just not at that stage right now. So but that's interesting. We you can't be an Oklahoma without that topic coming up. Right. It's just interesting that it rarely comes up especially

Aaron Budd  43:20  
people when I got past I had five people call me up, hey, I got a business idea. Like I'm not interested. I

Ronald Skelton  43:29  
I've actually evaluated, I've evaluated a concrete plant, that guy was doing three and a half million dollars, he's turning out 40% profit margins on three and a half million dollars. So you know, he's making a million-plus a year in profit. And he's wanting to sell it because he's got a greenhouse project. He wants to fund thinking, have you ever actually been in the agricultural business? And he's like, No, but my friends grew this all they're like, I don't think you know, what you're getting into. This really is like, Have you ever run a farm before? Right? If you ever produce crops, these things die, they get infested with it. Anyway, he just didn't get it. So the only reason I was looking at that particular plant is I was looking at buying a bigger one and he got on pause. So but the interesting thing was, is there's people jumping out of legitimate businesses that are making them cash because they see they just did the math like okay, that sells for so much per pound. And if I could produce so many pounds for so many plants, you know, I have a 50,000 square foot building, we're gonna be a billionaire. And that's like, that's just not how it works. Right? The

Aaron Budd 44:30  
things as simple as writing off your expenses, I mean, things that are just that that's part of things you need to be aware of just in running a business as the tax ramifications and implications of certain things and capital gains taxes, how that's going to impact a business it may make sense to start looking at okay what I'm in right now they're starting to talk about raising the capital gains tax right. I mean, if you're looking to sell it, now might be the time to start that, that that process because if They raise the capital gains tax rate and you sell your company, you're gonna pay a higher tax bracket.

Ronald Skelton  45:05  
Yep, absolutely.

Aaron Budd 45:08  
Those are all things to be aware of is, unfortunately, the people in DC have a huge impact on the end of the bottom line. What takes on that we have?

Ronald Skelton  45:22  
So I got one more question before we start getting into kind of how do people contact you? So there's a little bit of some articles and stuff that were out not too long ago and stuff about having a and it might just be I might be seeing them because I, I watched a webinar on the subject. So it might be targeted to me, but having a What do you think about the process, or the idea of having a trust owns the shares of an LLC or a corp, so that it passes through without going through estate is that something that's smart as in create a lot more risk? What does that do inside a corporate structure?

Aaron Budd  46:04  
So whenever I set up an estate plan, I always transfer in the business interests unless there's something in their operating agreement that pours it into their trust, it's near revocable trust is going to be a little bit more complicated an evaluation. But if we're just doing a revocable living trust, then we're transferring it in. Reason being is it's not uncommon for business interests to be owned by one person, even if they're married. And so if wife or husband is the business owner, and they pass away, the way probate works, at least in Oklahoma's if an asset is owned in one person's name, it's going through probate, when they pass away, and the wife doesn't automatically get it, husband doesn't automatically get it, it goes through probate. And if there's no will or trust in place, then in Oklahoma, if they're married with kids, then the spouse is getting half, then the kids split the other half and equal sure and equal shares. So even if we want all of it to go to the spouse, we have to have a plan in place, the benefit of a trust is when we put it into the trust, and the owner dies, we're not having to go through probate. And depending on the size of the company, it might be six to nine months or longer. And if there's a fight over it, then it could be two, three years and the company might be dead on the vine before someone's got the ability to deal with selling the property or even really running the company.

Ronald Skelton  47:36  
Yeah, I see that actually, quite often, you know, where, you know, businesses end up in an asset sell because nobody could jump in and run at the, you know, it's I actually talked to a guy the other day, that who like this is a common statement to like, they're gonna find me dead in my office chair. This guy actually said this, right? Like we're talking to like, Hey, I was calling you today, a friend of mine said that you're thinking about retiring is like retire hell, they're gonna find me dead in my office chair one of these days, I love doing what I do. And I'm like, okay, so what does that do for your relatives? Like, don't? How do you have your business set up to do that it works that way? I was he says, What do you mean? I said I said, as an LLC or a corporate, he says it's an LLC. I said, What does it say to your corporate bylaws and stuff says, you know, is there anything in there that says, Who runs this? And how, what authority do they have, to write checks and pay people's stuff? If something happens to you? You're 78 years old, you know, and the guy was like, I don't know, my attorney takes care of all that. I was like, Are you sure? Right? Because I haven't seen when it's done, right? Even ones that attorneys did, right to where if somebody is gonna die in there, see the corporate operational agreement, and the bank accounts have a secondary person on that has full signing authority. And the operational agreement says on you know, inside of there, there's a language that says, you know, even in meeting minutes on, on my departure on something that happens to me, this person can run this until, until it's handled and cooperate, wait, settle, that that language seems to never be there. So, you know, I think it's a myth that people think that just because they have an attorney to set up their paperwork, that if they pass that the businesses can continue until somebody runs it because there's some extra steps that need to be in there. And that's not that attorney's job to make sure you put a second person on your bank account. And you know, that stuff. So what's your thought process in that world?

Aaron Budd  49:24  
And you're correct. I mean, just because it's an attorney has done something doesn't mean that they've thought of everything. I mean, we're human. And even then life, life gets complicated and complex, and you can have one person that's incredibly intelligent, put something together for you. But it's like I said earlier, there's, there are 10 people in a room, they all hear the same thing. How they interpret it's gonna be three, four, or five different ways. That's the same thing with if mean, if I put together a document, it's got to be very careful about how terms are defined and even then can still be open to interpretation. And but yeah, having multiple people that with check drafting authorities, and even just having basic accounting practices and bookkeeping practices where you've got, if someone can cut a check, they can't sign the checks. Where and that's, that's not an uncommon practice and having those kinds of controls in place, that if you've got someone other than you that can write checks that you've got someone other than you, they can sign checks, that if something happens to the company, in having the will, or the trust outline, here's the next in line trustee, then they can step in and start making decisions. I mean, if it's a will, and we're gonna have to get them appointed personal representative first. But I mean, it doesn't hurt to review. Got a plan, you should review it at least once every three years.

Ronald Skelton  50:52  
So that guy was really cool about it's like, Hey, I'm gonna call my attorney, we got off here because I don't think I'm set up the way like, first thing I said to him was, you know, who else besides you can sign the payroll checks? He goes, the payroll is done automatically through payroll like Well, great. Who, who writes the checks in who signs the checks that go out when you guys pay for your, you know, your materials and stuff? I still signed everything. I was like, well, there you have it, if you don't have that stuff set up, you know, he, you know, he said, You know, I should know that you actually do is he was nice about it, I wasn't being rude or anything. He said, You know, I was out for two or three weeks, a few for the six, eight months ago for a medical procedure. And when I got back, everything was falling behind, and had a bunch of checks assigned. And I didn't think of that. And I said, Well, you know, think about, like, how long that could have, you know, how long would it take for that company to not survive, for your suppliers to quit showing up with materials. And you know, you know, your, your buyers, your market, you know, you can't deliver inventory, eventually, money's gonna run out people can't be paid payroll, that payroll company is not paying your payroll if your accounts empty. Right. So anyway, he got it, he's not called God, sorry, I didn't mean to cut you off. Now, that's fine. Like, you know, I thought I was saying is like, if that's not in place, then, you know, there's just nothing that's gonna happen. It happens all the time, there was a great electrical company here that I didn't notice that it was for sale until I realized they were just auctioning off, like the building and the trucks and everything else. And like, they had 15 vehicles or stuff at one point, you know, probably 3025 30 tax, and you know, they were doing pretty good. The front come to find out the owner past, they tried to keep it afloat, but there were all the kids were fighting over to probate, and nobody was left to run the business. So basically, they ran out of cash in the actual operating account how to shut it down, because nobody could read any checks to anybody, right. So nobody could buy supplies, nobody could do anything.

Aaron Budd 52:55  
So to circle back around, and one of the most kind and loving things you can do for your family has the plan in place and run your company in preparation of being sold, even if you never intend to sell it. But if you can give it to your kids in a condition that it can be sold, then it eliminates or at least makes it highly unlikely for the situation you just said to occur. Entrepreneurs like to be in the middle of it. I mean, it's their baby. And they want that sense of being needed. But I always encourage people to move from a place of being needed to a place where the company operates as well, if not better when you're not there.

Ronald Skelton  53:36  
Somebody asked me the other day, he said, How do I grow my business? You know, faster, you know, I have a marketing degree if that, you know, I used to do business coaching, marketing, coaching, and stuff. I said, run out if you're gonna sell it, he says, Why would I do that I'm not ready to sell this, I'll be ready to sell it for a year for another two, three years. And I said I get that. But when you run something, as if it's for sale, you're tracking the things that matter for the business, because businesses sold based off a multiple of net profit, revenue, sellers, discretionary earnings, you know, financial analysis of the well being of the company. So if you manage that as if you were going to sell it, then, you know, you'd be you'd be focused on increasing the bottom line, running a clean operation on having the paperwork done correctly. Right on having your accounts regularly, the business, you know, the business would thrive. I haven't seen a lot of people worried that it would, you know, run it that way would distract them from the business. And I think it's just the opposite. I think if you run it that way, and you bring the team in there, run it that way. And you have the employees that run a business as if it's for sale, then the business is just going to run better, right? It's going to run whether you're there or not and that's going to make a huge difference.

Aaron Budd  54:58  
Well, it's also going to increase the likelihood Then you're gonna have an employee that wants to buy the business, or a group of employees that say, You know what, I can see ourselves running this place. Cool, because you're gonna open it up to more people to take ownership when you run it that way as

Ronald Skelton  55:13  
well. We're having a lot of fun here, it looks like we've been on here for almost 55 minutes. So let's, let's do one thing real quick. If people want to get a hold of you, they have questions that they want to ask. Ask you or they want to help have you help them straighten out their corporate paperwork? I guess it'd be an Oklahoma, you're licensed here. Yeah, there's an Oklahoma. So if you're an Oklahoma Corporation, and you want to reach out to Aaron, how would you like them to do that?

Aaron Budd 55:40  
call? My phone number is 405-990-9472. And then my emails just below my name on the screen. They're

Ronald Skelton  55:50  
awesome. And what type of law do you not practice? Right? So somebody calls you and they want to, they want you to set up the corporate bylaws, you can do that. And they can set up your state. We already talked about that. Is there anything we just don't call me for this, I don't do it.

Aaron Budd 56:06  
I don't handle divorce. I don't handle family law. I don't do criminal law. I tell people that if you come to me with a traffic ticket, you're going to jail, there's going to be multiple felonies. I don't I don't do that, that kind of stuff. And I wouldn't be that bad. But I just, I try to stay away from family stuff, any more than I already deal with it in terms of businesses and estates. And I just want to stay away from criminals just because I don't want my mistake to cost someone their liberty

Ronald Skelton  56:36  
tool. And then if you guys want to reach out to me for anything, I'm on LinkedIn, and I'll put that over there. It's gonna be underneath him there. I guess I can play the temporary switch there. Let's move me over there. Let's do that.

Aaron Budd 56:50  
I can't move over across.

Ronald Skelton  56:53  
I might be able to move you. Let's just try that. That work. There we go. So there we go. So now if you're watching this live, my LinkedIn handles below me and the logos now above Aaron there so and then if you want to email me, my email is me at four sale two sold dot com and the numbers are numbers. So me at four the number four sale, the number two sold dot com. And then Aaron's for our podcast, or I realized we didn't spell that out because, for our podcast people, that would be Aaron, aaron@ablegacylaw.com. So

Aaron Budd 57:42  
Aaron, a B legacy law.com.

Ronald Skelton  57:46  
There you go. But there you go AV legacy law.com. So I'll turn that back-off. And real quick. Get that out of the way. Now I have my camera set up where it is anything that you would like to add before we wrap this up. So we're at 57 minutes now. And our listeners are very patient, but we normally cut it off right around that time frame. So is there anything that we missed? There's any questions like man, he should ask this question. We missed that.

Aaron Budd 58:17  
Oh, and one other thing. And I've seen this happen too, is when you have a company, it's not uncommon for people to acquire new lines of the company or create new guys or their operating they see a need and another area and they start doing that as well. That Be really careful about having everything under one umbrella. Because I've seen that happen where there's a company that becomes this behemoth in terms of its doing 15 different things that are not interrelated, that it's better to have those broken up into their own separate entities. People don't like the idea of having to have all the different sets of books then. But in terms of making your business more saleable. If you've got them broken up, then you can keep bits and pieces, it's easier to if something happens. And we don't have enough money to cover. Paying out cash to the two kids that don't want to be involved, that we can sell off different lines and still give the one that wants to be involved. The ability to have all the other stuff still in place. It's easy to break it up. If it's easier to break it up, to begin with and to try and break it up later and carve out what's tied to what source of income, what expenses are tied to what it's just always easier to keep it separate from

Ronald Skelton  59:36  
beginning and acquisitions and mergers guys like me, sometimes we're looking for carve-outs, right? We're looking for something that you do that's not your core business, but maybe an add-on to something we already bought. And it's not impossible, but it's a heck of a lot easier for you to carve that off and sell it off to somebody like myself if it's running in its own LLC. So I'll give you an example. Right we were looking at a concrete manufacturing company now We'll say its name. But I'm just because they're still in business. They're great people. And they're working on some things. But they have felt 25 or more semis to haul their concrete products, they have a welding shop, and then they have a concrete plant that actually mixes concrete. And then they have a poor shop where it's poured and the molder set. And that transportation company, those trucks, actually were involved in not one, but two fatal accidents in the last 10 years. And the insurance premiums went through the roof for everything. So the insurance premiums would have went through the roof for the transportation company, how they set it up the way that I, you know, had I been the purchaser and I still might buy this company, we're still looking at it, but they just got to fix a couple of things before we're allowed to. But had they set it up correctly, that transportation company, as high-risk disease should have definitely been in the inside of its own LLC had its own insurance policies, its own, actually umbrella policy on top of the insurance policies. And when they had those fatal car wrecks, stuff that insurance would have shot up. But the rest of the corporate policies and stuff, you know, would have stayed the same, right, or should have stayed the same. So the concrete plant's insurance policies, so you know, to, whereas they've got them all underneath the same vendor, the same policies, and they were paying something to the tune, and I think it might have some medical insurance that is on their first set of books they gave me it was like $780,000 a year, you know, in insurance premiums. And for a company that does $12 million, a, you know, 10 to $12 million a year in revenue. So, yeah, I totally, I see that. So what you're saying is different product lines, different risk portfolios, so if like, if you open a new product line, and it has its own set of risks and stuff, you should probably put that in its own container and run it as a separate business. Or even just

Aaron Budd 1:01:55  
as asset protection. I mean, a lot of doctors offices, what they'll do is they'll have the business, the practice be its own entity, the building that they practice out of if they own it owned by its own entity, and the equipment that they use, owned by a third company. And the practice has leases with the equipment company and the building company to use those, those, those the building and use the equipment, or something happens with the practice, they can shut the practice down, but they still have the building. And the equipment is an asset that's protected and insulated from a claim. And they could always start up another practice and at least keep whatever damages. They're limited to the insurance and whatever accounts receivable are tied to that company.

Ronald Skelton  1:02:42  
tool. So is there anything else we would cover quite a bit today we've been on here for right at an hour now? Is there anything else that you know, a person buying a business or person selling a business needs to just really be aware of and look for?

Aaron Budd 1:03:01  
I would start now if you don't have a team of people, even if you've got an attorney, you've got a CPA, you've got your insurance agent of maybe find a time to get all of them together to sit down with you and talk through okay, what do I have in place? And that may create a brainstorming session where it's here's something that the CPA saying, Whoa, whoa, whoa, we need to talk about this more. Or the insurance agent is hearing the attorney in the CPA talk and say, Oh, well, I mean, I didn't know you were doing that, we need to add this endorsement and this endorsement, or we can remove this coverage from your policy now that if you've got that team of advisers in place, then or if you don't get a team of advisors like that in place so that you don't have to be the expert in everything, you got the experts in the room. And they can talk amongst each other and sort out all the different things. And the better that team can work together, the easier it is for you to sell your company at some point in the future, or certainly at least run it so that you are more insulated from the risk that you might be more efficient, that you're better documented in terms of loans and things like that, that it'll make your life easier to build a team like that around you.

Ronald Skelton  1:04:22  
And you brought up some very important as companies change the need to have these conversations or these brainstorming sessions with those people. I've got a good example. Right? So I was talking to a business owner and we were talking about liabilities, like man, I learned my lesson a few years back, and I said What do you mean, he says I have business insurance on my business. But I didn't know it didn't cover my sign. And I had this huge sign put out by the road. And he said it was you know, I didn't know it was covered until we had a big storm come through and the storm knocked over the sign of somebody hit it. They were suing us. So you know not only would the business insurance not replace the sign because it wasn't covered They didn't cover the liability of the sign fallen into the road, you know, or anything else like that, because I guess there are some insurance writers and stuff that if you got the sign, he got to put it in there. And you got to tell them what it is and how big it is and how heavy it is and where it how it's mounted, and all this other stuff before that to be properly insured. Right, this was a big, you know, kind of Billboard-like sign on an on a giant pole in front of his business. And like, you know, just assume since he had an umbrella policy that was under the umbrella. And yeah, you got to have the regular talks.

Aaron Budd 1:05:33  
You can do that, that that kind of brainstorming conference meeting. I mean, you don't do it every year. I mean, you can do it. Maybe once every three years or two years, we've had a conference room on-site, haven't come to your office and say and do you see anything that we need to talk about that I might not be aware of? Because it's so easy to get caught up in the day-to-day of what do I have to do next? What do I have to do next to forget to step back and look at it from a global view? And having objective eyes come in and say, Hey, did you think about this can make a huge difference?

Ronald Skelton  1:06:09  
Cool? Well, I want to say we're right at the time where we probably should wrap this up are having fun, we might do another one. There's enough so much information here. You and I probably should chat again a few times. You, we, both you and I, we do a panel discussion once a month, where people can actually jump on and answer questions with us. So you're usually a regular guest on that. So people can have an expo coming up next week, don't we? I do believe so I have to double-check. So we have one coming up pretty pretty quickly here. And so I might need to make sure that it's out there. The way to find that is on my LinkedIn again. That's this one here. So I'll post that if you're looking for the video, or I'm not going to if you go to LinkedIn and Google Ronald's or Google you search for Ronald Skelton, I'm on Ron Skelton underneath there as far as the LinkedIn URL goes. So if you're looking at the slash in slash name, it's not Ronald, it's wrong. So for all the guys on the podcast, but if you follow me on there, and watch, I post and I invite pretty much everybody. So as we get these events, you're going to jump in on a panel discussion or if you want to just you know, be in the same Zoom Room with us and ask a group of acquisitions and mergers and insurance and lawyers and, and people in this industry questions to move your game forward. We do host those who are free and it's solely for the purpose of helping you to move forward. I want to thank you today for coming and joining us as there any parting words of advice you'd like to say before we end this stream?

Aaron Budd 1:07:40  
No, just thanks for having me on. And I said render company like you're gonna sell it.

Ronald Skelton  1:07:48  
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