Can you be an expert witness?

To qualify as an expert witness in a given case, you need knowledge, skill, experience, training or education in a relevant field. An expert is commissioned by a party in a case to render his or her opinion. The opposing party will try to discredit you; your side will bolster your credentials.

The more knowledge, skill, experience, training or education you have in a field, the more likely you will qualify as an expert. If you qualified as an expert in prior cases, that helps you qualify in a later case. Qualifying as an expert in one case does not mean you are automatically an expert in another case.

Once you qualify as an expert, any testimony you provide must be based on sufficient facts or data, it must be the product of reliable principles and methods, and your opinion must result from the application of those principles and methods to the present case.

You should be familiar with the legal process, but there are not many obstacles before you can market yourself as an expert. You need to make a website, register for expert witness directories, and it is always prudent to form a business entity to protect yourself. If you are going to invest capital and/or have employees working for you, you will want to do more. Many experts neither invest much capital nor have employees.

If you have an advanced degree, or years of experience in a given field, you can probably be an expert.

What do I need to do to start a business?

To start a compliant business, there are a number of things you must do. You need a company name that does not infringe another person or company's trademark. You need to form a business organization to provide limited liability to your company. You need separate bank accounts for your business affairs to maintain limited liability. You need to create an operating agreement or bylaws to provide the ground-rules for the day-to-day operation of your business.


You need to get a tax identification number from the federal government. You need to get set up with an accountant. You need to get any applicable licenses, depending on the type of business you have. You need to determine whether you will have employees, independent contractors or franchisees. If you have franchisees, you may need to file an irrevocable consent to service of process with the secretary of state, depending on the state in which you are located.


On an ongoing basis, you may need to develop confidentiality or non-disclosure agreements for employees, independent contractors, customers or suppliers. You may need employment contracts governing the creation of intellectual property by company employees. You need licensing agreements for the license or transfer of any intellectual property.


You need to file biennial reports to avoid dissolution of your business. You need to file taxes, sometimes quarterly.


Obviously, it all starts with a good idea for a product or service your company will provide. You need a website, and you need a marketing plan. As far as advertising; just do not lie. If you claim something on your website or in your company brochures or catalogs, be able to prove it. If you cannot prove a claim or assertion, you probably should not be saying it.


Every industry is different. What is required for one company in one industry in one state will be different from what is required of another company in another industry in another state. There are a lot of requirements in getting a business up and running, but it sounds worse than it is.

On series limited liability companies.

A Series LLC (SLLC) is a little-known type of limited liability company (LLC) providing limited liability to its managers/owners. With a regular LLC, as long as the managers keep their business and personal affairs separate, they are likely to maintain limited liability if involved in a business lawsuit.

SLLCs are allowed in many jurisdictions. They provide limited liability among one or more "series," which are sets of transferable interests, such as tangible or intangible property. The debts and liabilities of one series are not enforceable against the assets of the LLC or any other series. For LLCs with a number of different property interests, SLLCs can provide further protection from liability.

To properly isolate one series from another or the parent LLC, separate bank accounts must be maintained for all series and the LLC. Everything must be adequately capitalized. If the LLC is dissolved, a series may still operate if the operating agreement permits it to do so. Likewise, termination of a series does not dissolve the parent LLC. Accordingly, in situations involving intangible property interests, SLLCs can be beneficial due to the ease of transfer or disposition.

Previous posts on contract, business and commercial law.

Here is a link to some of my previous posts on contract, business and commercial law. Some are on simple topics of general interest. Others are more esoteric.

Choosing the right business entity when starting a company.

Choosing an organizational structure is one of the more important decisions you will make in starting a business. You only want a partnership if it is a limited liability partnership (LLP) or limited liability limited partnership. You may want a limited liability company (LLC), which has characteristics of both LLPs and corporations. In fact, LLCs are not recognized by the IRS. If you are a one-person LLC, the business entity will be disregarded for federal tax purposes. If you are in a multiple-member LLC, you will be taxed as a partnership by default. If you, your lawyer and accountant determines it is economically advantageous to be taxed as a corporation, you can elect to be taxed as such.

If numerous stakeholders are involved, you might want a corporation. As common sense indicates, corporations are taxed at the federal corporate tax rate. For any business entity, state tax rates may differ, so individual considerations will predominate in deciding what the best organizational structure is for your business.

Limited partners have limited liability but general partners have unlimited liability.

Limited partners in a limited partnership are not liable for the partnership's debts and obligations. General partners in either a general or limited partnership are liable for the partnership's debts and obligations. A general partnership is between two or more persons who are actively involved in the management of the partnership. A limited partnership has one or more general partners and one or more limited partners. Only general partners are actively involved in the management of a partnership. General partners are agents of the partnership, and can enter into contracts and carry on the partnership's ordinary business. Limited partners cannot; they are not agents of the partnership.

If you are a limited partner in a limited partnership, you are in the clear. If you are a general partner in either a general or limited partnership, you are subject to potential liability, including for the actions of other partners. If you are a general partner, it is important to file the necessary documents to effect a limited liability partnership (for general partnerships) or a limited liability limited partnership (for limited partnerships).

If you do not know whether your partnership has limited liability or not, it probably does not. You have to take affirmative action with the filing authority in your state to obtain limited liability. Unlimited liability is the default rule for general partners.

If you are in a general partnership, make sure it is a limited liability partnership.

If you are in business with someone else, you do not want to form a general partnership. There is no limited liability for general partners, so you are personally liable for the actions of the partnership. A partnership agreement can be oral, so if you are in business with someone else and making money, you are likely in a general partnership (unless you purposely formed a different business entity).

If you have to be in a partnership, make sure it is a limited liability partnership. As you would guess, you get limited liability.

With business entities, what does the "P" mean in PLLC and P.C.?

I regularly get asked what the "P" means in business names (i.e., PLLC, P.C.), and why some businesses have it while others do not. In short, it means "professional." If you are in a profession that requires a license to practice, you can generally form a professional company. In Iowa, which adopted the Uniform Limited Liability Company Act, practitioners in the following professions can form a PLLC or P.C.:

• certified public accountancy
• architecture
• chiropractic
• dentistry
• physical therapy
• physician assistant
• psychology
• professional engineering
• land surveying
• landscape architecture
• law
• medicine and surgery
• optometry
• osteopathic medicine and surgery
• accounting
• podiatry
• real estate brokerage
• speech pathology
• audiology
• veterinary medicine
• pharmacy
• nursing

A licensed marital and family therapist can form a PLLC, but not a P.C.

Unlike an LLC or regular corporation, a professional company cannot engage in business activities outside the specific profession in which it is licensed. For instance, a law practice formed as a PLLC or P.C. cannot do anything but practice law. An LLC or corporation, on the other hand, can be formed for any lawful purpose.

PLLCs and professional corporations must be completely managed by individuals licensed to practice in the profession the company practices. The same is not true for LLCs and regular corporations. Otherwise, LLCs and corporations are very similar to PLLCs and professional corporations.

Do you have a business entity? Have you filed your biennial reports?

If you have a business entity, keep in mind that there are ongoing requirements for maintaining your business entity. You must file biennial reports, which as the name suggests, are typically filed every two years. In the biennial report, you include the same information (if nothing has changed) that was included in prior biennial reports or your Certificate of Organization (for an LLC), Articles of Incorporation (for a corporation), or Certificate of Limited Partnership (for a limited partnership).

It is not simply every two years from the formation of your business entity during which a biennial report must be filed. For an LLC, the first biennial report must be filed with the secretary of state in the first three months of the first odd-numbered year following the calendar year in which your LLC was formed. So, if you formed an LLC in 2012, you must file your first biennial report yet in March 2013. If you formed an LLC in 2010, your first biennial report was due in 2011. Subsequent biennial reports must be filed every two years, during the first three months of odd-numbered years.

For a corporation, the first biennial report must be filed with the secretary of state in the first three months of the first even-numbered year following the calendar year in which the corporation was formed. So, if your corporation was formed in 2012, you must file your first biennial report in 2014. If you formed a corporation in 2011, your first biennial report was due in 2012. Subsequent biennial reports must be filed every two years after the first one, in the first three months of even-numbered years.

For a limited partnership, the timetable for filing biennial reports is the same as an LLC. The first biennial report must be filed in the first three months of the first odd-numbered year following the calendar year in which the limited partnership was formed. So, if you formed a limited partnership in 2008, the first biennial report was due in 2009, and every two years after that.

It is important to keep in mind that the "first odd-numbered year" and "first even-numbered year" nomenclature and requirements refer to Iowa law. Other states will require biennial reports, but the years in which an LLC, corporation or limited partnership must file them may differ.

The importance of forming a business entity separate from your personal affairs.

Regardless of the field of industry in which you conduct your business, there are clear benefits to forming a business entity. There are a few different options from which one can choose, and they each have their own advantages. Some advantages are tax-related. Some advantages are related to liability. The primary reason one should form a business entity separate from their personal affairs is liability. Every business is vulnerable to legal claims. No matter how you careful you are in conducting business, you can find yourself in trouble because of another person's actions. So it is important to be protected.

If you run your own business, but do not have it set up as a separate business entity, then any legal claims against you can be asserted for the full amount. If you have $100K in household assets, and a $75K judgment is entered against you, the judgment debtor (the person who sued you) can obtain $75K from you personally. Now, consider a situation in which you formed a business entity and kept those assets and liabilities separate from your personal assets and liabilities. If you have $25K in business assets and do not commingle your business and personal finances, then the same judgment debtor who has a $75K claim would only be able to recover $25K from you (provided you formed a business entity with limited liability).

If you have a spouse, and have joint bank accounts, the first scenario penalizes them, because a $75K judgment was entered against you personally and you share a bank account with them. In the second scenario, the judgment is entered against your business, and only up to the value of the business's total assets.

If you step back and look at the big picture -- the effect of business entity formation -- think of it as a form of insurance, but paid with a very small premium. Essentially, you pay a small biennial fee (low three digits), and your liability is limited the value of the business's assets.

If you do not pay the small biennial fee, your business entity is dissolved, and you are personally liable again. To maintain limited liability, you have to select an entity with limited liability. Also, you must keep your personal and business finances separate from each other. I cannot stress that enough.