[00:00:00] you have to believe in yourself. Don't listen to any naysayers or whatever. Set up your goals and then make sure you accomplish those goals by putting, all your written documents into place and coming up with a plan. So that way you can focus on your business succeeding or failing on its own merits and not have to worry about technicalities
Today, I'm joined by Matthew Fornaro. He has been a business law attorney serving south Florida, including coral Springs and Parkland since 2003. Before starting his law firm. He was an attorney at two prestigious law firms focusing on civil litigation. Matthew practices, complex commercial litigation, including contract disputes. He is a member of the Florida bar and district of Columbia bar and practices, construction law, intellectual property, law, homeowner, and condominium association representation and drafts the revises of business documents, including the formation of business organizations. Matthew assists, [00:01:00] new business owners and choosing and drafting all legally required documents. .
And for small business owners listening today. Uh, whether you are a solo preneur, or if you are. An established incorporation. You need to listen to today's episode because we're going to talk all about what you need to do. To make sure that your business is legally compliant, that you are protected. We talk about the foundational pieces that every business. Must have in place.
And if you don't have them in place, don't worry. Matthew will share what you can do to get those documents in place.
You're listening to Success in Mind, the show for high performing leaders, changemakers, and entrepreneurs ready to take your life and business to the next level. If you're ready for whole life success, keep listening.
Hi, Matthew. Welcome to the show.
Hi, Teri. Thanks for having me.
So let's start with what made you decide to become a [00:02:00] lawyer? How did you get into this?
Well, growing up, I kind of always knew I wanted to be a lawyer because like legal shows and stuff fascinated me, but like not like law and order type legal shows, but like the people's court and stuff like that.
Oh, cool.
And I always knew I wanted to be an attorney. I went to undergrad and I did political science, which is only good to be either an attorney or a politician. So then I went to law school and, you know, studied general law stuff, actually got a certificate in intellectual property law. And then when I came out of law school, I started working for a boutique law firm doing commercial litigation.
And then from there, I wanted to work at, I wanted to try out some big law firms. So I went to two AmLaw 200 law firms. And then I kind of got bored with that. I was like, so I had the opportunity to actually go to one of the 10 biggest law firms in the world. Wow. Wow. So I actually choose not, [00:03:00] and I formed my own law firm and I wanted to focus my skill set and my skills on helping small and medium sized businesses because growing up, my dad had a small business and I saw.
The issues that he dealt with with, you know, his attorney was okay, but he wasn't like suited to helping small businesses. So I wanted to kind of fill that niche. And that's how I got here.
Wow. And what was, what was that transition like for you from working for these big law firms to then starting your own firm?
Transition. I mean, it's not, you know, it's, first of all, I had to learn everything about business to start my own business because I knew nothing about business at the time. So that's why I have more empathy towards my clients now because I understand what they're going through. The, you know, the biggest learning curve is instead of having money show up in my bank account every two weeks, you know, it's either I work and I make money or I don't and I don't make money.[00:04:00]
So it was just putting together, you know, the business, putting together all the stuff that goes with the business, just executing on it, which took some time, particularly because, like I said, I didn't know anything about business, but now I do. So it's been smoother every year, the revenue's gone up, which is good, including COVID, so, you know, it's good now, but starting out, I'm not gonna lie, it was, uh, I'm not gonna say it's pretty rough, but it was challenging.
Yeah. What were some of those challenges that you had to overcome and, and how did you do it? How did you get through that initial startup phase?
Sure. One of the challenges was just, you know, figuring out, generally speaking, what to do, like in my, Got to be an S Corp. Am I going to be an LLC? You know, I need to have a written business plan that I didn't have in place.
I need to figure out who like my bankers are, my accountant is, and just general startup things where we can get to the legal part of being an [00:05:00] attorney. So it's all the background stuff and all the setup stuff is what I had the biggest issues with. Being an attorney was fine because I've been doing it.
For years at that point, and that was probably the easiest part, was actually doing the job. It was setting up and doing the back office stuff and setting up the business, that was the hard part.
Right. And I think so many business owners listening to this can identify with that right now because we train to do what we do in our businesses, but we don't necessarily know how to run a business when we start out.
And so I think that that's something a lot of the listeners can identify with, is maybe Um, went to school to be an esthetician, for example, and now they have their own salon and they don't know how to run the salon. And so that's, I think, a very common problem that business owners face.
Yeah, definitely is.
I mean, they're good at doing their thing. They're just not experienced enough or they haven't done, you know, the business side of it yet. And that's what the issue is.
Yeah, [00:06:00] exactly. Exactly. During that, when you were starting out your own firm, was there any point that you regretted it or you thought, what am I doing?
This isn't going to work. Did you have any doubts like that?
There weren't like any points where I'm like, Oh, I gotta, I gotta go back, see if I can get my own job or see if I can get that job that I was offered at the other firm. No, but there's always reflective points throughout, even up until this point of like, what, not just what am I doing in like the metaphysical sense of, you know, why am I here, what am I doing?
But just like, literally, what am I doing? Like, am I doing this correctly? Am I doing that correctly? What could I be doing better? Can I be learning to do better? Who do I need to consult to be doing better? So there's always like an introspection in for at least me running my own businesses. I'm never, um, complacent with where I am, even though, you know, I may be [00:07:00] young wherever at some place or whatever, but I always am introspective and trying to figure out what I can do better and what If I made a mistake in the past, how not to repeat it and things like that.
Great. And what are, you know, when you're working with small business owners, what are some of the mistakes that you see them make?
You know, one of the main mistakes with small business owners is that they're very eager to get into business and they just want to do it. So a lot of their due diligence and background support stuff, they kind of skip and they just get into doing the business.
Like here for instance, I'm in Florida, I'm in the city here in Canada. Some things are similar, some things are different, but like for Florida, you can form a company. Corporation or an LLC, whatever, by going to our secretary of state's page and just filling out the paperwork. You show them the payment and in under 10 minutes you've got a business organization.
Problem is, is that's the bare minimum of what you need. And there's a whole bunch of stuff that goes [00:08:00] into that, that a lot of people just skip over and don't do. For instance, like I was talking about the written business plan, they don't have a written business plan. So that's a problem because the written business plan kind of makes you think out what you're going to do with your business, makes you plan out what you're going to do, makes you have to make a lot of choices, a lot of decisions and a lot of planning things.
And then they also skip the governing documents, like with their corporation, they skip having bylaws or articles in the corporation or if they're an LLC, they skip having membership, um, agreement and they just kind of jump into business. So the problem is, is that's a very, I don't want to say weak foundation, but it's a very shaky foundation because very soon down the line, or maybe a little bit down the line, you're going to need those documents.
And if you don't have them, it's a lot harder to, you can fix it and do them after the fact, but it's a lot easier if you have them starting out. So [00:09:00] that's probably the biggest issue that small businesses face is that they Look before they leap and they get into business too quickly without doing the due diligence in the background.
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What are, so what would you advise [00:10:00] a new business do to set themselves up correctly right from the start?
I would recommend that the new business go seek out like a business law attorney and seek out an accountant to make sure that everything they're doing conceptually is correct and that they're set up correctly.
Like from my perspective, it's the business law attorney to make sure it's correct legal entity and then all the documents that go with it from the accountant's perspective, you want to make sure from a money standpoint, you're the right legal entity so that you don't get killed on your taxes at the end of the year.
or, you know, you don't have revenue problems or things like that. So, you know, my advice is, you know, you're getting into business. This isn't a hobby. It's like a full time thing. This is your life. You need to invest in having professionals that help you do certain tasks that you really shouldn't be doing yourself.
You should be focused on your business and making it successful. And you should have professionals that worry about, well, are you legally compliant? [00:11:00] Are you financially compliant? And things like that.
Right. I think in Canada, I don't even think you can incorporate until you have a lawyer, like you have to go through an attorney in order to even start the process.
So a little different here, at least my understanding of it is you have to go through a lawyer and an accountant to even set it up from the beginning. But what about those business owners who maybe didn't do that and they haven't set themselves up and now they're listening to this and they're thinking, what do I do now that I don't have all those documents in place?
Yeah, you can always put those documents in place. I mean, and you're not precluded from forever doing it if you don't do it initially. It's just a lot better if you do it initially. So if you're midstream in business, you can finally put together your documents after the fact. I mean, it's not going to be, you know, it would have been more effective if you did it at the beginning, but it's not going to be problematic.
You just, you know, You know, figure out what you're [00:12:00] doing, how you're doing it, and then put it into your governing documents. Put it into your business plan, and then you can implement it along the way, and then just make sure from that point on you comply with the document, comply with the business plan.
Okay, so we can fix it. It's not, uh,
It's fixable.
It's not. We haven't ruined the business by doing that. Good to know. How about for sole proprietors? Is there a difference there in terms of how we're setting things up or how we're running things on the legal aspect?
Sure. So for, I'll speak towards U. S., not Canada.
For sure. But
um, so for the U. S., if you're a sole proprietor, it just means you're you. So you don't have the benefits of a business organization for protection. Purposes from liability or from financial issues or anything like that. It's you. So you can either do business in your name or you can do [00:13:00] business under a DBA.
So a lot of people who do sole proprietorships do business under a DBA, which is again, you go to your, in your state, your secretary of state website, you just register your DBA. So it'd be like Matthew Fennar doing business as. whatever, as opposed to just me by myself. And then you can set up anything you want in the DBA's name.
The only thing is that the DBA is just an alias for you. So you're going to have individual liability. You're going to have individual taxes. You're going to have, you know, solo type things that you're going to have to be responsible with. Where if you did that as a business organization, you wouldn't have those responsibilities, but sometimes people Like sole proprietorships, and they do it.
So my advice to them is to make sure, you know, you comply, you get a DBA, and then make sure you have a lot of great contracts in order to try to mitigate as much personal liability as you [00:14:00] can.
Okay. And at what point should a sole proprietor think about? Taking that next step and incorporating, becoming an LLC or, or something like that, at what point should they make that transition?
Well, yeah, you can make the transition. You can switch business organizations or implement a business organization at any time. If you sell your own as a sole proprietorship, I mean, I would say as soon as possible, get behind a business organization because the whole point is the protection of this organization from individual liability and individual tax consequences.
So I would say sooner than later, but if for whatever reason you want to be a sole proprietor and start going along, I mean, just re evaluate as you go. Because the more deals you get into, the more complex your business becomes, the more transactions you're in, the more individual liability you're exposing yourself to, which [00:15:00] is not great.
Right. Yeah, absolutely. How does, how does legal planning impact the growth of a business overall?
Well, legal planning is, along with like planning as an accountant and maybe planning as a banker or another professional like that, It's part of, you know, the projected growth of a business. And obviously it's a easier factor to predict where you're going to be.
If you have the correct legal formation in place, the correct legal documents in place, the correct legal procedures in place, rather than just leave it to chance. And then you kind of match that against your actual business performance and what you're doing with your business. So it's more, you're better able to, I don't want to say predict, but you're able to anticipate what's going to happen.
Rather than just kind of shooting from the nip and seeing what happens.
Okay. Okay. Good to know. Now, what would you say are one or two [00:16:00] steps that you would like to see small business owners making to help protect themselves more or to, you know, anyone listening to this, like what are one or two things they should really be doing right now, um, help protect their businesses?
Make and get into as many contracts as possible regarding your business. And make sure that they're robust contracts that have all the provisions that are necessary in a contract for dispute resolution, venue, attorney's fees, provisions, things like that. Because a lot of these businesses and a lot of startup businesses kind of operate with not even a handshake.
It's just like you want to buy, you know, 10 widgets for me. Okay, that's great. You sent me an email. You're going to buy it. I send you 10 widgets and then I send you an invoice. Well, we don't have a contract. We have. You know, you wanted 10, I sent you 10, I sent you a bill for 10, and hopefully you pay me.
So you can very [00:17:00] easily convert that into a situation with a contract where if you place an order with me, you have to do like my online Terms of Service and all things like that where you don't even have to write a contract order, you just click off and do like DocuSign. And then I'm at the same time, I'm obligated to provide you with like the 10 widgets or whatever.
If I don't do it, the contract is going to say what our remedies are. As far as I don't do it, you don't do it. Both of us don't do it. What we do to resolve it. So it's a lot easier when we have the contract in place than if you're just doing things, you know, with an invoice or doing things based on, you know, a telephone order or an email or something like that.
So it's very easy to just integrate contracts into all parts of your business. So that would be my advice is to make sure you put a contract in for all aspects of your business and all dealings with third parties. And again, it's not, you know, like onerous or anything like that. It's just. You make [00:18:00] it very easy, you make it click here, click here and accept these terms and that's it.
Yeah, that's great advice. I have to say, I have contracts for every aspect of my business now because I've learned the hard way. And I think that's how a lot of us do it is we make mistakes and then remedy those mistakes. And I think that for anyone listening today, this is really valuable advice. To set things up correctly the first time so that we don't have to backtrack and learn those hard mistakes.
No, definitely.
Now, I have some rapid fire questions for you as well, if you're in for that. What's your favorite book?
My favorite book is probably, um, it's a good question. My favorite book would be probably one of the Carnegie's books. I can't pick which one. I would say probably, uh, Stop Worrying and Start Living would be my favorite book.
Right. Great choice. A favorite food? [00:19:00]
Favorite food is all day, everyday pizza.
Yeah. Yeah. Good choice. Um, what's your biggest pet peeve?
My biggest pet peeve is, uh, lack of courtesy and decorum in professional and personal settings.
Good one. What are three things you take with you to a deserted island?
Three things I take with me to a deserted island?
Alright, let's assume that there's a power supply on this island.
Sure, yeah.
So I would bring with me a, uh, a Marsat satellite system so I'm connected to the internet.
Nice. Um,
at all times. I'd bring, like, a laptop or something to be connected to the internet. I would bring, probably, let's see, I could have an unlimited supply, I would have an unlimited supply of McDonald's orange juice.
Okay.
Yes, I love, my favorite drink is orange juice, my favorite drink of all time is McDonald's orange juice. And then, for a [00:20:00] third thing, if we're going to count the whole internet thing separate and the orange juice, I would say, just a phone to call and talk to people, even, not about being rescued, but just to keep in touch.
Nice. Thanks. That's awesome. That's awesome. Who's a celebrity you'd like to have dinner with, dead or alive?
I would de well, I would definitely like to have dinner with John Wayne. Um, he's one of my favorite Hollywood stars. He's like old school Hollywood, you know. Very interesting American, like pro American, very, uh, you know, that whole era is gone particularly in this political environment.
So I'd love to have dinner with him and just discuss, you know, fashion values and all about his career and everything like that.
And what is your go to karaoke song?
My go to karaoke song is I'm Able To Imitate. Like a very deep voice. So I, it's not like I'm singing. It's like I go to it. So I can [00:21:00] convincingly seem like I sing like any Creed song.
So I can go do like probably my own person by Creed and I can do it very convincingly without having to sing. Cause I just drop my voice and try to sound like Scott staff.
Wow. That's really cool.
Yeah.
Now, a previous guest, Glenn Van Pesky, he passed along this question for you. He would like to know. Who is someone you could write a handwritten note to today that could impact their life?
I would probably say not just one person, but probably a group of like my clients or people who I do, I do instruction for the Kauffman Institute and for Florida State University's Jim Moran program. So I'd probably say if I sent any one of them like a handwritten note about, you know, believing in yourself, doing business or whatever, it would probably positively affect them, I would find helpful.
Yeah, absolutely. [00:22:00] And what's a question you would like to pass on to the next guest without knowing who they are?
Without knowing who they are, what do you do to properly divide, uh, work from personal life and make sure they don't overlap?
Well, that's a great question. I love that one. I'm just out of curiosity, what do you do for that?
You know, I, due to the fact that I work for myself, I'm able to essentially work whenever I want. So, I mean, I can work never, or I can work 24 hours a day. So I just come up with a balance where, you know, I, if I don't work on a Friday, I don't work on a Friday, instead I'll work on like a Saturday, but I won't like be working hard on a Saturday.
Like I'll have on my Systems. Cause I have multiple ones, I call it college football on or on me, but do work then while I'm watching college football. So, you know, I just make sure when it's time to shut down, I shut down the emails, I shut down all the stuff. And then I [00:23:00] go spend time with my family or, you know, relax or whatever.
And then when it's go time, I just turn everything back on and scopes on.
Nice. Yeah. And I think that's, um, you know, such a common battle that so many entrepreneurs deal with is. As you said, we can work whenever we want or not work whenever we want and making sure that we have that discipline to work when we need to and, and still balancing the family life.
And it sounds like you do that really well.
Yeah.
What are some final thoughts?
My wife's Christmas dinner yesterday for Thanksgiving.
Well, yeah, that's right.
It was a big, uh, family day. I was 100 percent family yesterday.
Nice. That's fantastic. And what are some final thoughts you'd like to pass on to the listeners?
Just for small business owners, I mean, one, you have to believe in yourself. Don't listen to any naysayers or whatever. Set up your goals and then make sure you accomplish those goals by putting, like we talked about, all your written documents into place and coming up with a plan. So that [00:24:00] way you can focus on your business succeeding or failing on its own merits and not have to worry about technicalities.
Thank you so much for coming on today. All of your links will be in the show notes so they can easily follow up and learn more about you. Um, I really appreciate you being here today.
Thank you, Teri. It was fun to be
here.
Did you enjoy today's episode. If you got value from today's show, and I know you did. Make sure you do two things. One, share it with a business owner friend who you think would benefit from this episode to leave your five-star rating and review those go a long way. And they help other people like you to find the show. And then make sure you come back next week because next week I'm joined by my good friend Kristy powers. Who's going to talk to us all about how to deal with ADHD as an entrepreneur.
And if you are an ADHD entrepreneur, you must listen to next week's episode. All right. Thank you for being here today. My friends, I hope you have a fantastic week. Bye for now.
