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Clinical Nurse SpecialistA Copyright B 2015

Wolters Kluwer Health, Inc. All rights reserved.

Nurse Entrepreneur
Column Editor: Julie A. Meek, PhD, RN, CNS

Nurse Entrepreneur’s Guide to Starting


a Business
Julie A. Meek, PhD, RN, CNS

KEY WORDS: such as corporations (C-corp), S corporations (S corp), lim-


business, entrepreneurship, incorporation, nurse ited liability companies (LLC), nonprofit corporations, limited
partnerships (LP), and limited liability partnerships (LLP).1

N
urses have wonderful opportunities to become If forming a corporation, one must issue shares of stock.
entrepreneurs. Nurses have great ideas spawned Shares represent ownership of the corporation, and the
at the point of care as they experience subpar prod- number of shares issued represents the percentage owner-
ucts and services and then envision how those products or ship of each partner in the business. The corporation, itself,
services could be improved. Quite literally, the business I owns the assets, not the founders. Therefore, it is important
started was in direct response to my experiences as an emer- to consult legal counsel to determine the number of autho-
gency department nurse. So many of the people I cared for, rized shares to issue. For example, a corporation may be
if they had been found and helped earlier, could have avoided authorized to issue 1000 shares, but issue only 200. It is im-
their acute crisis. That became my business mantraVfinding portant that all owners be issued their shares of stock upon
and helping people early. That mantra led to the develop- incorporation of the business, and this initial stock issuance
ment of a patented predictive model to identify high-risk is often called ‘‘founder’s stock’’.
individuals as well as an evidence-based telephonic health There is another incredibly important concept called
coaching intervention. After taking that idea through the ‘‘the corporate veil.’’ It is important to treat the corporation
rigorous evaluation afforded by solid business planning, or formal association as a separate and distinct entity. Fail-
the next step was to incorporate the business. ure to treat the corporation as a separate entity may allow a
There are many things to consider when forming a busi- creditor to pierce the corporate veil and subject a share-
ness. Although not intended to take the place of sound legal holder’s personal assets, such as bank accounts and other
counsel, the following are some important considerations. property, to the satisfaction of the debts and liabilities of
the corporation. Evidence that the owners are treating the
Choosing a Structure for Your Business corporation like a corporation includes, among other cor-
It’s very important to consult an attorney for assistance with porate acts, issuing stock certificates that represent share
this step, as each business structure has both legal and tax ownership, electing directors and officers, filing the biennial
implications. The structure for the business needs to fit the report, keeping annual shareholder meeting minutes, and
nature of the business, ownership structure, and desired maintaining a corporate bank account and financial records.
legal/financial protections. States have small business Web So structures and processes for each of these corporate acts
sites offering descriptions of available structures ranging and for corporate record keeping need to be initiated upon
from informal associations such as sole proprietorships business startup.
and general partnerships to far more formalized structures
Selecting a Name for the Business
It may sound easy, but often, selecting a name for a business
can be quite difficult. Most state laws require that the name
Author Affiliation: Clinical Associate Professor and Coordinator of
DNP Program, School of Nursing, Indiana University, Indianapolis. of a corporation, LLC, LP, and an LLP must be distinguish-
The author reports no conflicts of interest. able from the names of other businesses of the same type
Correspondence: Julie A. Meek, PhD, RN, CNS, School of Nursing, Indiana on the records of the Secretary of State’s office. There are typ-
University, 1111 Middle Dr, E429, Indianapolis, IN 46202 (juameek@iu.edu). ically Web sites and/or state offices that can check the availability
DOI: 10.1097/NUR.0000000000000110 of potential names. In addition to the legal requirements, the

78 www.cns-journal.com March/April 2015

Copyright © 2015 Wolters Kluwer Health, Inc. All rights reserved.


name of the business is a key branding choice, so should a business. Startup tasks also include the development of
be decided with care. your ‘‘brand’’ in terms of your company name’s logo, logo-
type, business cards, and business paper accoutrements.
Actually Forming the Business Your brand will also appear to all the world via your Web
Once a structure for the business has been chosen, the next site, so hiring the right expertise to not only build your Web
step is actually forming the business. All states require sub- site but also to position your site highly on search engines is
mission of the proper organizational documents and fees a must if your business is dependent on Web exposure.
to the Secretary of State’s office. Often called ‘‘articles of in- The business may or may not initially require space to
corporation,’’ the form of these organizational documents operate. If it does, then negotiating a lease is also another
is specific to each type of business structure, but again, most important startup consideration. Lease terms vary widely,
states have such forms available from their Secretary of so it’s important to seek guidance from a knowledgeable
State’s Web site. Once filed and the fee paid, the articles advisor to read the fine print of the lease to ensure the
of incorporation document should be stored safely and greatest protections and flexibility as your business moves
securely as it’s the official record the business’ existence. forward, looking both to the ramifications of growing be-
yond the leased space as well as business failure and the
Other Important Startup Considerations ramifications therein to fulfill the lease obligation.
There are a number of other important startup consider- As shared in prior columns, it’s also fun and so important
ations. Following incorporation, each business must obtain to begin to establish the business’ esprit d’corp!4 Not only is
an Employer Identification Number (EIN) from the Internal it fun to team with initial employees to start up your busi-
Revenue Service.2 This EIN is the federal tax identification ness; indeed, it’s a business imperative to pay attention to
number used to impose federal taxes. If the business has em- the lived experience of being an employee of the business.
ployees, there are a wide range of obligations for the protection One of the most valued parts of an entrepreneur’s journey
and provision for employees from payroll taxes, to environ- is sharing the hard work, the disappointment, and the vic-
mental protections, to important human resource policies tories with a great team of colleagues. Putting incentives,
to consider. Most states also have workforce development communication, and decision-making practices in place
sites that can provide helpful information to help guide an that foster shared trust, dialogue, and input provides em-
entrepreneur through these obligations.3 ployees with a true sense of ownership in the business
In addition, it is very important to immediately set up a and its success.
separate bank account, credit card, and accounting system
for the business. Accounting software systems are fairly easy In ClosingI
to use and facilitate invoicing, managing receivables, calcu- Starting a business is hard work. It requires thoughtful, per-
lating payroll taxes, and, most importantly, generating financial sistent, and well-advised actions and the assurance of
reports. Maintaining accurate ‘‘books’’ for the business is an adequate time, money, and talent resources to give a busi-
imperative, and financial reports should be viewed as tools ness the best possible chance of success. Yet the rewards
to help manage the business. are like none other. The satisfaction that comes with pursu-
Finally, making decisions about who will comprise the ing one’s passion and truly making a difference can make it
business’ board of directors and officers is also a very im- all worth it! Nurses have great ideas and have the opportu-
portant decision as the management of the business reports nity to turn those ideas into successful and profitable
to and serves at the pleasure of the board of directors. The businesses.
board of directors is voted upon by the company’s share-
holders to represent their interests, so ultimately the shareholders
and board of directors control the business. All of these References
actions establish the ‘‘corporate veil,’’ so it is important to 1. IN.gov. An entrepreneur’s guide to starting a business in Indiana.
the protections available through the corporation. http://www.in.gov/sos/business/2428.htm. Accessed November 15,
2014.
2. Internal Revenue Service. Federal EIN Application. www.irs-ein-
Let the Fun Begin! number.com/. Accessed November 15, 2014.
Starting your own business requires a lot of upfront busi- 3. Department of Workforce Development. IN.gov. http://www.in.gov/
dwd/. Accessed November 15, 2014.
ness planning, strategic thinking, and just plain hard work. 4. Meek, JA. Nurse entrepreneur: aligning shared responsibilities with
But once you have satisfied the startup requirements, it’s shared rewards to create an effective work culture. Clin Nurse Spec.
time to enjoy some of the more pleasant aspects of starting 2014;28(4):1Y3.

Clinical Nurse Specialist A


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