Easy to use!

The Small Business Start-Up Kit

A Step-by-Step Legal Guide

Want to start a business? Don’t know where to begin? The Small Business Start-Up Kit shows you how to set up a small business in your state and deal with state and local forms, fees, and regulations.

We’ll show you how to:

  • choose the right business structure, such as an LLC or corporation
  • write an effective business plan
  • pick a winning business name and protect it
  • get the proper licenses and permits
  • manage finances and taxes
  • hire and manage staff, and
  • market your business effectively, online and off.

The 13th edition is updated with the latest legal and tax rules affecting small businesses, plus social media and e-commerce trends.

“Answers important questions, including whether to incorporate and how to price merchandise.”—Real Simple Magazine

“Covers a wide range of topics, from selecting a marketable name to small business laws, taxes, and contracts.”—Miami Herald


  • Product Details
  • Want to start a business? Don’t know where to begin? The Small Business Start-Up Kit shows you how to set up a small business in your state and deal with state and local forms, fees, and regulations.

    We’ll show you how to:

    • choose the right business structure, such as an LLC or partnership
    • write an effective business plan
    • pick a winning business name and protect it
    • get the proper licenses and permits
    • manage finances and taxes
    • hire and manage staff, and
    • market your business effectively, online and off.

    The 12th edition is updated with the latest legal and tax rules affecting small businesses, plus social media and e-commerce trends.

    “Covers a wide range of topics, from selecting a marketable name to small business laws, taxes, and contracts.”—Miami Herald

    “Answers important questions, including whether to incorporate and how to price merchandise.”—Real Simple Magazine

    Number of Pages
    Included Forms
    • Supplement: Working With a Web Developer to Create a Custom Site
    • Partnership Agreement
    • Sample Buy-Sell Agreement Provisions

    Tax Forms

    • Election To Have a Tax Year Other Than a Required Tax Year (IRS Form 8716)
    • Entity Classification Election (IRS Form 8832)
    • Application for Employer Identification Number (IRS Form SS-4)
    • Instructions for Form SS-4

    Business Planning Spreadsheets

    • Billable Rate Worksheet
    • Cash Flow Projection Worksheet
    • Break-Even Analysis Worksheet
    • Profit/Loss Forecast Worksheet
    • Warranty Track Worksheet
    • Balance Sheet
  • About the Author
    • Peri Pakroo, J.D. · University of New Mexico School of Law

      Peri Pakroo (www.peripakroo.com) is a business author and coach, specializing in creative and smart strategies for self-employment and small business. She has started, participated in, and consulted with start-up businesses for more than 20 years. She is the founder and Director of P-Brain Media, an information technology firm that helps small, indie ventures define digital strategy and communicate online.

      Peri received her law degree from the University of New Mexico School of Law in 1995, and a year later began editing and writing for Nolo, specializing in small business and intellectual property issues. She is the author of the top-selling Nolo titles The Women’s Small Business Start-Up Kit, The Small Business Start-Up Kit (national and California editions), and Starting & Building a Nonprofit, and has been featured in numerous national and local publications including Entrepreneur, Real Simple, Investor’s Business Daily, and BusinessWeek.

      For several years Peri taught adult education courses at WESST in Albuquerque, a nonprofit whose mission is to facilitate entrepreneurship among women and minorities in the state of New Mexico. She is active in supporting local, independent businesses and is a co-founder of Sustainable Equitable Economic Democracy New Mexico (SEED NM).

  • Table of Contents
  • Your Small Business Start-Up Companion

    • Although Conditions Change, the Elements of Success Are the Same
    • Systems Facilitate Success
    • Why This Book Is a Must for Start-Ups
    • Take the Leap

    1. Choosing a Legal Structure

    • Sole Proprietorships
    • Partnerships
    • Limited Liability Companies (LLCs)
    • Corporations
    • Benefit Corporations, L3Cs, and Emerging Business Structures for Socially Conscious, Mission-Driven Businesses
    • Choosing the Best Structure for Your Business

    2. Picking a Winning Business Name

    • An Overview of Trademark Law
    • Trademark Issues Online
    • Name Searches
    • Choosing a Domain Name
    • Trademark Registration
    • Winning Names for Your Business, Products, and Services

    3. Choosing a Business Location

    • Picking the Right Spot
    • Complying With Zoning Laws
    • Commercial Leases

    4. Drafting an Effective Business Plan

    • Different Purposes Require Different Plans
    • Describing Your Business and Yourself
    • Making Financial Projections
    • Break-Even Analysis
    • Profit/Loss Forecast
    • Start-Up Cost Estimate
    • Cash Flow Projection
    • Putting It All Together

    5. Raising Start-Up Money

    • Realities of Funding a Start-Up
    • Debt Versus Equity Financing
    • Business Loans
    • Equity Investments
    • What Lenders and Investors Look For
    • Alternatives to Institutional Funders

    6. Pricing, Bidding, and Billing Projects

    • Pricing and Billing for Service Businesses
    • Bidding and Creating Proposals
    • Pricing for Businesses Selling Products

    7. Federal, State, and Local Start-Up Requirements

    • Step 1: File Organizational Documents With Your State (Corporations, LLCs, and Limited Partnerships Only)
    • Step 2: Obtain a Federal Employer Identification Number (EIN)
    • Step 3: Register Your Fictitious Business Name (FBN)
    • Step 4: Obtain a Local Tax Registration Certificate
    • Step 5: Obtain a State Seller’s Permit
    • Step 6: Obtain Specialized Licenses or Permits

    8. Risk Management

    • Who Might Sue or Be Sued
    • Risk Management Strategies
    • Insurance and Warranties

    9. Paying Your Taxes

    • Tax Basics
    • Income Taxes for Sole Proprietors
    • Income Taxes for Partnerships
    • Income Taxes for LLCs
    • Estimating and Paying Your Taxes Quarterly
    • City and County Taxes
    • Sales Taxes

    10. Laws, Taxes, and Other Issues for Home Businesses

    • Home Business Zoning Restrictions
    • The Home Business Tax Deduction
    • Risks and Insurance

    11. Entering Into Contracts and Agreements

    • Elements of a Valid Contract
    • Using Standard Contracts
    • How to Draft a Contract
    • Reading and Revising a Contract
    • Electronic Contracts and Signatures

    12. Your Back Office: Accounting and Technology

    • Accounting
    • Accounting Basics
    • Cash Versus Accrual Accounting
    • Step 1: Keeping and Organizing Receipts
    • Step 2: Entering Receipts Into Bookkeeping Software
    • Step 3: Generating Financial Reports
    • Accounting Software and Other Technology to Manage Your Business

    13. Small Business Marketing 101

    • Defining Your Market
    • Learning About Your Market: Market Research
    • Cost-Effective Marketing Tools

    14. Digital Strategy: Selling and Marketing Online

    • Digital Marketing: Your Online Presence
    • Digital Marketing: Your Online Presence
    • Digital Marketing: Your Message and Brand
    • Starting Point: Your Website
    • Other Online Marketing Methods
    • Back to Your Website: Options for Building a Site
    • Driving Traffic to Your Site
    • E-Commerce: What’s Involved?
    • Domain Names and Hosting
    • Intellectual Property: Who Owns Your Website?

    15. Planning for Changes in Ownership

    • When You Need a Written Buy-Sell Agreement
    • Buy-Sell Agreement Basics
    • Limiting Ownership Transfers
    • Forcing Buyouts
    • Establishing the Price for Sales: How to Value the Business
    • Implementing Buy-Sell Provisions
    • Sample Buy-Sell Provisions

    16. Building Your Business and Hiring Workers

    • Employees Versus Independent Contractors
    • Special Hurdles for Employers
    • Hiring and Managing Staff

    17. Getting Legal and Other Professional Help

    • Working With Lawyers
    • Working With Accountants and Other Financial Professionals
    • Internet Legal Research


    • How to Use the Downloadable Forms on the Nolo Website
    • Editing RTFs
    • List of Forms Available on the Nolo Website


  • Sample Chapter
  • Your Small Business Start-Up Companion

    You don’t have an MBA. Hell, you’ve never taken a business class. You spent your college years studying literature and art history, and periodically dropping out to travel the world. And now you find yourself thinking about going into business for yourself—maybe as a photographer, an owner of a café, or the founder of a software company.

    “Me, a businessperson?” you skeptically wonder. You keep trudging to work each morning, but as the hours tick by, you find yourself fantasizing more and more about kissing your 9-to-5 job goodbye. You jot down some notes, work out some kinks in your plan and continue to wonder whether it just might fly….

    Unfortunately, most people who have toyed with business ideas this way never get to find out whether they would have worked. For a variety of practical, financial, and psychological reasons, most folks just don’t take the leap from idea to reality. Certainly in some cases this might be a good thing. Having consulted with prospective start-ups for many years, I know full well that not all business ideas are good ones. But I find it such a shame when a would-be entrepreneur with terrific ideas gets thwarted or hung up on issues that really don’t have to be terminal.

    Folks new to the world of small business commonly report they get stuck because they don’t know how to do things like write a business plan, do market research, price their goods or services, make financial projections or reports, manage staff, or draft a contract. The truth is, none of these tasks involve rocket science. Each can be done—and done effectively—with a simple, systematic approach. That’s what this book offers: an easy-to-understand, step-by-step approach to all the important tasks an entrepreneur needs to tackle.

    Although Conditions Change, the Elements of Success Are the Same

    While so many aspects of business are subject to relentless change—technology and global economic conditions are two particularly volatile factors—the good news for those just starting a business is that the elements of success remain pretty constant. Businesses tend to succeed when they (1) offer products or services that customers want; (2) do so with efficient operations, savvy marketing, and consistent sales efforts; and (3) have solid financial management. Period.

    Some of you may be saying “Sure, that sounds easy, but I have no idea how to actually do any of those things!” Know that you’re not alone, and learning how to break down the essentials of what makes a business successful is actually not terribly complicated. For example:

    • Don’t know whether enough customers actually want your product or service? Start small and grow slowly, based on what you learn along the way. Prioritize doing simple, inexpensive market research to learn more about your customers and get their feedback about your offerings.
    • Don’t know how to manage a retail store or a small services firm? Break down your activities into systems, write out procedures and checklists, and consider using technology (like project management software) to help streamline operations.
    • Don’t know how to create a website or use social media? Consider adding someone with these skills to your team, either as an employee or as an independent contractor.
    • Hate doing sales? Consider bringing on a sales-oriented partner, manager, or independent contractor.
    • Don’t know how to track your money or prepare financial reports? Read up on the basics (as in this book), occasionally hire a bookkeeper for some hands-on learning sessions, and use software that makes generating reports easy.

    The chapters in this book focus on these and other important business tasks and systems, breaking them down into simple steps that are easy to get started. Even if you feel like a fish out of water in the “business world,” you’ll have a clearer idea of the key inner workings of a successful small business—and how to set one up yourself—once you read through this book.

    Systems Facilitate Success

    Instead of feeling overwhelmed at the novel tasks ahead, take heart in knowing that using some tried-and-true methods can radically boost your chances of success. Perhaps the most powerful of these is to establish systems for important tasks like managing finances, marketing your products or services, hiring staff, and so on. From simple systems like checklists and procedures put in writing, to complex software used to manage projects or clients, thoughtful systems can make a huge difference in how a business runs.

    When efficient systems are in place— for example, you have clear, step-by-step procedures for entering receipts into your bookkeeping software, planning the year’s marketing initiatives, or performing annual reviews for employees—valuable mental time is freed up. When you and your managers aren’t constantly reinventing the wheel with your operations, you can think about really important things, like what industry changes are on the horizon, what trends are happening with customer tastes, or how to distinguish your company from its competition.

    I encourage you to try to envision your business like a machine with various moving parts. Successful businesses manage to keep those parts moving with a minimum of direction from owners or supervisors—and well-established systems are the best way to achieve this.

    Why This Book Is a Must for Start-Ups

    Unlike many other small business guides, this one won’t spend your precious time quizzing you on whether you really want to start a business after all. If you need more help deciding whether entrepreneurship is for you, you should probably buy a different book. If, on the other hand, you want a book that cuts to the chase and explains what you need to do to plan and launch a business officially and legally, this book is for you. It’s organized so you can skip around to whatever topics you’re grappling with at the time; you don’t need to read the book from cover to cover. If you are already knowledgeable about a topic or you’ve already taken care of a particular task, you can either skip those chapters or use them as a guide to evaluate what you’ve already done.

    Take the Leap

    One of the main ideas to take away from this book is that there’s nothing mysterious or even terribly complex about the process of starting your own business. Whether you’ve drafted a highly detailed business plan with the help of accountants and consultants or you’ve tapped it out on a phone screen, the process of fleshing out that idea, refining it, and turning it into a legitimate business is the same.

    This book will help you build an efficient operation that, over time, will free you from day-to-day business tasks so you can focus your energies on big-picture strategic development, which is at the heart of the role of business owner.

    It’s way too easy to get mired in operational details, so it’s essential to create boundaries and find breathing room on a regular basis so that you can step back, evaluate market conditions, spot opportunities and threats, and take action to keep your business on a profitable course. You’ll need confidence to make important business decisions—and you’ll need guts, too. You may well find that some of the questions burning in your mind have no clear answer, because no one has asked those particular questions or tried those ideas before. You probably wanted to start a business in the first place so that you could call your own shots—but this can often be quite a heavy burden. You may not believe it now, but some days you’ll probably find yourself wishing you had a boss.

    Entrepreneur’s Insight

    Stephen Parr, Founder and Director of Oddball Film and Video, a stock film and video footage company in San Francisco, California (www.oddballfilms.com)

    I started making video art in the 1970s. After a while I started collecting all these weird bits of film because it was cheaper than shooting it myself. I gathered all kinds of old, found footage, like military training films, educational films, home movies, and all kinds of other images, and put them together into montages, which I screened in nightclubs as background visuals. I was showing them all over— nightclubs in New York, Chicago, San Francisco—and I made some money by selling the tapes to the clubs.

    Then I started getting calls from companies in Silicon Valley that produce industrial videos, like training films and promotional programs for corporate trade shows. Video game companies were calling, too. Companies like Sega, Sun Microsystems, and Silicon Graphics wanted to pay me for my footage. Friends thought I should go into business selling the stock footage I had collected, but I didn’t know if I could make a living doing it. I didn’t know anything about the stock footage business. There were a few companies doing it, but they were in New York or LA, and they seemed really huge.

    But since I liked working with images and since the business had already started to take off on its own, I decided to formalize it. I wanted an interesting company name that conveyed what I did. We came up with Oddball. It’s a word that people don’t really use anymore, more of a ’40s or ’50s expression—an oddball is someone kind of weird, unbalanced, or unusual, you know?

    At the most basic level, my business involves finding, organizing, and preserving historical footage. And then distributing it. Our clients include ad agencies; news organizations; documentary and feature filmmakers; industrial, corporate, and music video producers; educational film- makers; and anyone who needs offbeat and unusual images. In one way, we’re like a library: We archive and license historical visual information.

    These days, I spend most of my time trying to organize and publicize my business. And I spend a lot more time trying to obtain films than actually looking at them. Still, what I do at Oddball is an extension of the work I’ve been doing since the 1970s. I guess it became a business the day I decided I wasn’t going to do anything else.

    You’ll need to learn to trust yourself, both when you feel optimistic and when you suspect that one of your ideas is less than brilliant. You’ll also have to develop a sense for when you need help and learn to be judicious in taking the advice of people around you. Part of the art of controlling your own destiny is accepting the wisdom of others while maintaining your own focus and direction. It’s not always an easy balance to maintain, but you’ll undoubtedly get better at it as you gain experience in running your own show.

    The bottom line: Think hard, keep your mind open—and fight like hell to make your ideas a reality.

    Take the leap.

    Finding Government Agencies and Forms Online

    Throughout your journey of conceptualizing, planning, forming, and running your small business, you’ll need to access information and forms from federal, state, and local government agencies and offices. Here are some suggestions on how to write a successful search query:

    • For federal tax information and forms, go to www.irs.gov and type the name of the publication or form (or its number) in the search box.
    • For general information about small businesses in your state, try “[your state] small business information.”
    • For state tax information, try “[your state] tax agency” or [your state] department of revenue.”
    • To find state sales tax or permit agencies, try “[your state] state sales tax and permits.”
    • For information on LLC formation and rules, type “[your state] LLC filing.”

    Your search results will probably include ads paid for by companies that will, for example, file your LLC for you, at a price. Unless you want to use such a service, skip the results prefaced by “Ad,” and keep looking for a government site, normally ending with .gov.

    More Small Business Products From Nolo

    Nolo’s website (www.nolo.com) offers books, software, online legal forms, a lawyer directory, and free legal information to help businesses solve specific legal problems. Here are some of the most popular business titles. You’ll find more online, including an online LLC formation service.

    Commercial Leases

    Legal Forms for Starting and Running a Small Business
    by Fred S. Steingold
    Contains several customizable leases for businesses renting space in a multi-tenant building or a stand-alone space, as well as many other useful forms.

    Forms of Ownership

    Nolo’s Online LLC
    Use Nolo’s online app to form your LLC in any state.

    Nolo’s Online Corporation
    Use Nolo’s online app to form your corporation in any state.

    LLC or Corporation? Choose the Right Form for Your Business
    by Anthony Mancuso
    Explains the legal and tax differences between LLCs and corporations.

    Nolo’s Guide to Single-Member LLCs
    by David M. Steingold
    Provides an overview of how to form and run a single-member LLC, including unique tax and liability issues.

    Business Buyout Agreements: Plan Now for All Types of Business Transitions
    by Bethany Laurence and Anthony Mancuso
    Explains how to protect your business interests by drawing up a “premarital” agreement between you and your business owners that sets out a plan for what happens if you or a co-owner leaves the company. A must for any new business with more than one owner.

    Intellectual Property

    Trademark: Legal Care for Your Business & Product Name
    by Stephen Fishman
    The information and forms you need to choose a distinctive trademark, register it, and fight infringers.


    Deduct It! Lower Your Small Business Taxes
    by Stephen Fishman
    Take all the business tax deductions you’re due! Write off travel expenses, meals, and much more.

    Home Business Tax Deductions:
    Keep What You Earn
    by Stephen Fishman
    The complete guide to the tax deductions your home business can claim—including your home office costs.

    Tax Savvy for Small Business
    by Frederick W. Daily and Stephen Fishman
    Offers plain-English explanations of tax laws and rules on business deductions, plus tax info on LLCs, partnerships, corporations, and more.

    Workplace Laws

    The Employer’s Legal Handbook
    by Fred S. Steingold
    All the basics of employment law in one place— including safe hiring and firing practices, wages, hours, employee benefits, taxes and liability, discrimination, and sexual harassment.

    Consultant & Independent Contractor Agreements
    by Stephen Fishman
    Explains all the tricky IRS rules and provides downloadable forms and instructions for working with independent contractors.

    We hope you enjoyed this sample chapter. The complete book is available for sale here at Nolo.com.

  • Forms
  • This Book Comes With a Website

    Nolo’s award-winning website has a page dedicated just to this book, where you can:

    DOWNLOAD FORMS : The forms in this book are accessible online. After purchase, you can find a link to the URL in the Appendix.

    And that’s not all. Nolo.com contains thousands of articles on everyday legal and business issues, plus a plain-English law dictionary, all written by Nolo experts and available for free. You’ll also find more useful books, software, online services, and downloadable forms.


3 Reviews
5 Star
4 Star
3 Star
2 Star
1 Star

Must have

By Jyothi R.

very detailed useful info

Posted on 2/7/2024


By Todd Bjork Construction

I'm new to the business. It was very helpful.

Posted on 2/7/2024


By Anonymous

I've been trying to find a good book to help me out with business start up and I finally found it. There is all kinds of info that is beneficial to someone starting out in business. Awesome book. Will also be buying other books by NOLO. Thanks for a great book.

Posted on 2/7/2024

Customers Who Bought This Item Also Bought