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Transcription in this episode:
[00:00:01] spk_0: Welcome to the seller, roundtable e commerce coaching and business strategies with and er, not and amy Wiis. [00:00:08] spk_1: Mm Hey everyone who is watching the livestream, if you'd like to join us live in the zoo meaning you can do so right now at a round table dot com forward slash live. We're gonna get started here in just about a minute with Mark Miles, we're talking how to get your amazon business started in the US, um how to figure out how to sell on amazon us when you are not a US citizen. Um and uh fun things like that. So go ahead and join us now, if you'd like to sell a round table dot com forward slash alive and we're gonna get started here shortly. Alright, here we go, I will hit record and yeah, okay, alright, here we go. Hey, what's up everybody? This is Andy on up with and this is our roundtable number 107 and we should be excited to have Mark Miles on today. Mark, thank you and thanks for being here and welcome, [00:01:11] spk_0: absolutely glad to be here Andy amy, thank you. [00:01:15] spk_1: So Mark, what we, what we like to do to start out is to get a little bit of background on yourself. So you can give us kind of uh, you know, as much or as little as you want, you know, where you're born, where you live, where you grew up, uh, you know, [00:01:26] spk_0: school [00:01:27] spk_1: hard knocks past businesses, you know, kind of anything you want to go into, we'd love to hear about it. [00:01:33] spk_0: Okay. Absolutely. So yeah, I uh I actually grew up several places around the world um got my, you know, double 07 classification license. Um but I actually did live over in several different places that grew up in europe and in Asia a bit, and I've always had a love for asian culture and understanding of european culture and always you get a different perspective when you grow up a lot side outside the United States and that in the learning where I've been has given me over, I think a relatively unique opportunity to really understand where people are coming from, seeing other points of view, which has led to my whole desire to help people get to the goal they want to get to, rather than fitting into a box and saying, here's what you have to do if you want to do it, I'd prefer to take the, what's your goal, let me know, we'll find a way to help you get to it and it's your goal and you're going to make the decisions, I will give you advice, I will help you out, but you're going to make those decisions. So I went over, I went to law school and major. I went to college in indiana major than Japanese studies. Didn't continue in law school mistake. I think looking back on it went into tax instead. Um No one asked me why. I thought that tax would be more interested in Japanese studies. But I did text for law school and got my Masters in tax and I said this was complicated. I'm going to be advising people, I'd better learn a little bit about it and so you know I got a master's attack. Um I work for a national security for two years because nobody wants to hire someone straight out of law school experience despite how much knowledge they knew. Talking of work international security for one of the largest international and medical security companies in the world and that I went back into U. S. Market as working for C. P. A. Firm doing a lot of tax issues but also writing business services because they wanted business services That kept working into my father died about 16 years ago and my mom was alone here in florida and that was the opportunity to move down to florida. Get away from pennsylvania where I wasn't dying. And for the last 15 years in Pennsylvania I've just been sort of saying we're gonna help down here. I'm in venice florida. It's not exactly the metropolis hubbub of current businesses. It's made the business blah practicing a little more challenging. But this Over 19 that's impacted all of us has also given some of this opportunity take and my opportunity is now reaching out to international clients. True. My baby and I which is giving the platform talk to people on zoom and be able to go to Malaysia or Hong kong or Germany talk to people give me a chance to expand to say how can I help you when you want to work in the United States um with americans um as far as my background um but I like to read like to play japanese chest, like the bicycle not, but I've done much of that recently that I should more um I do teach taekwondo um look at, my wife also teaches taekwondo and I like reading playing games, you know, that's usually what I do when I'm not working, you're helping somebody awesome, We love it, [00:04:54] spk_1: I love it. So um yeah, it sounds like, you know, one of the, one of the things that's kind of your bread and butter is you know, helping overseas people, you know, brands and um you know I'm sure you do, you work for big brands and probably smaller mom and pop type shops as well. Um We want to sell in the US who aren't us citizens or based in the US. So what do you know if somebody you know, say for example um in in our facebook group we have a lot of people from Pakistan, they just opened um uh selling to people in Pakistan on amazon us. So you know if somebody, somebody was trying to start their amazon us business and they're from Pakistan, you know, how could you help them? What would be some of the first steps to help them, you know, get into into selling on amazon? [00:05:42] spk_0: Okay, so the first step actually before you even probably come to me is making sure whatever product or service that you have is able to be sold in the United States. No special through amazon or any other U. S. Service. It's like it's great, we have it online and we want to sell this product. Sorry, that's a band. You know, then you're not going to be able to sell maybe have a product that needs to be registered. You have to get appropriate permits from the U. S. D. A. You know, or the FDA um may be used to back up on firearms, but those are processed that I'm not familiar with. You know, as an attorney, I don't actually deal with a lot of the government. But the first is to see what it takes to bring your product. Can you bring your products here, you know, what's the liability for doing so what's the government regulations for doing so? And is your packaging compliance and that's going to have to be done by somebody else other than me. Because honestly, that's not what I do. You want buying packaging. I mean, I can tell you a certain, you know, legal liability waivers, you want to put, you know, baggage is some, but you know, as far as, you know complying with, you have to comply with that. That's the first thing for most. Number one is to say, what have you done to do that? If not, do we have people that I can put you in touch with that know that and can help get those answers. Number two after that is what's your budget. Um Because a lot of what you do is going to be depend on how much money you want to or can't spend. You have a lot of money, there's a lot more you can do, you don't have a lot of money. You have to be very careful to decide what you're going to do with the product. And third is are you only gonna do amazon or another online retail or do you want to do something more that becomes, I don't know what to call it, offline hands on, you know, live [00:07:27] spk_1: right, right brick and mortar. [00:07:30] spk_0: Brick and mortar yet. Or you know, even importing through, you know, without actually a separate store, you can just import, you know, products you don't have representatives parking are settling in here. [00:07:41] spk_1: Um So, so you know that being said, you know, do you suggest when, when you have like an overseas client, um are you trying to help them get set up with things like, you know, trademarks, banking? Um You know, kind of what are the, what are the pitfalls in terms of of um you know, getting set up in the U. S. You know that because it seems like one of the biggest things that you see over and over again is um, you know, like verification, right? People having to submit documents and [00:08:12] spk_0: bills and things [00:08:13] spk_1: like that. I mean that's probably by far the biggest issue that I see with people trying to sell in the US. You know, [00:08:19] spk_0: what are [00:08:20] spk_1: some suggestions that you can give in terms of making that process as simple and smooth as possible. [00:08:27] spk_0: Okay, so one of the things is regardless of what you legally can or can't do, of course, you know, amazon has certain rules. Each online retailer has certain rules and they're gonna want. Paypal has certain rules and they're gonna want certain things and you can either go through Paypal's rules and maybe you need to, if they don't like it, maybe get an attorney who specializes in Paypal or amazon appeals. Like people do get an answer if for some reason, Amy somehow doesn't have the answer. You'd be surprised you didn't, but if you don't have the answer, you have to get an attorney. There are rules are sort of their rules. The biggest problem you're going to find, which is the same thing when it comes to banking is, most places are requiring social security number and each number is not good enough to do. Now if it's an foreign company, you demonstrate that satisfaction that might work. Um, but most, you know, but most companies need to have some one Social security number. They want a social security number. You don't have a lot of options. Honestly one is to see, do you really trust somebody that you know in the United States? If their family member friend, do you trust them? And are they willing to work with you? You can we can do whatever it takes to make it to the quote legally part of any business entity so they can use their social Security number two. By that. I have Canadians who have used their sons Social Security number to get the access they needed to do stuff um in the U. S. Because her son was willing to do it and they obviously trust their son. You know you don't want to go out Stranger Hey who's got security number? I'll pay you $500 to let me use your social security number. It's not going to work very well. But the other problem with that is banking. So let's say you get set up and you actually want a bank account in the United States. That's really hard. If you're overseas, most banks are now not opening them. Four board residents, non residents. Sorry. Even more. Even if they open them in order to get a sign on the bank account, you need to come to the United States for almost all banks. So if you want a U. S. Bank account and you have to somehow find your way to the United States and find a bank, it's gonna let you be a signatory and open an account. Yeah. That that football is easier to fix. That was much easier to fix. It. Just requires you having somebody that you can trust. Like an attorney. And I say attorneys over anybody else for a very good reason is most people that are setting this up are not dealing in tens of millions and hundreds of millions of dollars As an attorney, any attorney who is providing services like I do what they know foreigners like a company secretary registered agent. Bank accounts can also be a person to assist that. But the bank, yeah we have ethical rules that apply even when we're not acting as an attorney. But following everything we do. So the difference that makes attorneys from everybody else Is your $25,050,000. Does't matter compared to my license. I could care less. I'm not doing anything, You know, to risk my license for your $25,000. I'm sorry. It's not worth it. So if you have an attorney, you have a lot better since security than the person is going to do what they want. A little more trustworthy. And I even right into language, certain language of the documents that prevent me from doing something that would, you know without approval. So there's ways to do around that you have to be, it comes down to you have somebody you can trust to do that. So security number is harder. I'm not even if you're my client, I'm not giving you my social security number. Just anybody to use another form for Paypal. It's not happening. That is going to be one of the harder things. You're gonna have to go through their regulations and rules and see what they can do it. It's really not much you can do about that unless you have someone else give you social security number. [00:12:24] spk_1: Right? That's a really interesting take on, well, a view on a different way that you could get set up in the U. S. Is knowing somebody with a social security number. Um, and working with them. Um, what I would love to understand there are many different types of attorneys, right? There are patent attorneys and trademark attorney attorneys. And you are more of a general business attorney. And so can you explain why business owners should have a business, a general business attorney and um, what kinds of things that you do for business owners? [00:13:08] spk_0: Absolutely. I'm glad you asked that. So one of the things, yes. So attorneys by nature when they are licensed to practice in any state that licensed to practice in, in practice, any type of law other than patent law, which has its own separate bar. And maybe a couple of that may not be aware of specialty items that you can't practice. Obviously military. You know, you know, we can't do either. But basically if it's anything from, you know, criminal to civil, to business, to attack to divorce, we can do so by nature of as an attorney, you probably don't want someone who can do all those because you know, Jack of all trades, master of none is not a good thing in the legal world. And so what I do is a business attorney, but they definitely help people understand is to avoid the headache pit traps in the legal risk that you take by not doing things right. And here's a great example. I have a friend who was on a facebook group in Naples called living and whatever people in Naples. And so and said I need an attorney to form an LLC. And all these people like, oh you need to form an attorney and form an LLC. Just go online and do it. It's not the practice of law, you can do it and I didn't join, I'm not a member of the group or I said something. They're correct technically to go onto the website of any state you're in and form an LLC. You do not have to have a law license to do so you can do it how much you can do it if you tell them the right information. The problem is people say I have an L. C. Therefore I'm protected. No. Most people form of business entity like an LLC for one of two reasons, fact or asset protection, liability protection. If you form an LLC by yourself and you think you have asset protection, you're wrong. What? There are things you can get with it and also may not be the best example. Maybe you form the Yellow Sea because you're told that best thing and you find out that maybe, for example in Canada LLcs aren't treated the same way and you've got a lot more tax you're going to pay or it's treated somewhere else in your own home country because you formed an LLC and that may not have been the right entity. You may also, you have options to choose. You don't realize you have to choose if you don't choose the government default, certain things to you. Same thing. One of the examples of the florida, if you form an entity in florida, you can, you have to have an operating agreement. Every LLC across the United States statute in every state has an LLC agreements. It's very powerful. You can do almost what you want as long as you don't Well past 13 minimum thresholds after that. You can run it the way you want. If I want to make a me dressed up in a purple monkey suit in order to get her money every week, I can do it. Not a problem. I'm not going to recommend that necessarily. Um, [00:15:59] spk_1: me neither. Exactly. [00:16:02] spk_0: But it's just a show where you can do if you don't do that. If you don't have an attorney to do that, you don't know what you're missing. You may have opportunity to have missed and you may open yourself up to a lot more legal headache you could have easily avoided. And I don't care who you are paying, maybe $1,000 for a good liability insurance policy. I could save you tens of $1,000 in the lawsuits, probably a good idea to do. Um But if you don't know, [00:16:29] spk_1: I, when I was first setting up my company, I was going to the small business development center here in san Antonio to learn more about getting everything up and doing everything right. You know, they don't exactly cover all those P's and Q's in college. So I was just learning okay, I'm here in texas, I'm trying to set up an entity, what do I need to know? And we had an attorney, a business attorney like you come and talk and one of the key takeaways and the reason that I hired him to draw up my paperwork was two reasons. One, what you mentioned already, uh, that there might be things that I don't know right. The other thing is about partnerships and the entity structure and then we're going to get into that more. I have a question about that later. But um but that's the thing is I didn't even know, like I thought I should just list my husband on my um LLC paperwork and he was like, no, no, you do. It has nothing to do with your marriage being solid. He was like, it's a nightmare if anything were to happen. Um So just having that legal counsel was so great and I think I paid a few $100 and it was the time to ask all the questions for them to draw everything up. And um and it was just, it's just so nice knowing the other thing is to understand what I need to do to be legal. So for example, um certain states require that your operating agreement or your notes, you have to take an annual meeting notes and those have to be on file. And if you were to get sued, um, and they could basically um, your, if your company isn't found to be legitimate because you haven't kept up with those requirements. Um the attorney explained to me that if you were to get sued and you're not keeping up with those requirements, your company could be found illegitimate. And then you look at that could fall on your own personal. You could personally get sued and then what you think is protected. All my home is protected. My car is protected. This is all under the protection of an LLC. Right? Well not if that LLC is found, not be legitimate or you haven't done what you're supposed to do. So in my experience, that's why a business attorney is so important just to understand like, Hey, what am I doing And um, am I saying these things the right way in keeping up with my business, the way that I'm supposed to. Um, so I would love to ask you Mark as my business is growing. Right? So yes, I hired a business attorney to help me understand to give my LLC setup all of that as my business is growing. What are some considerations that I have to reduce my risk? [00:19:24] spk_0: Okay, so again, this is America where your state you're in. So which means if you're going to agree with somebody. But in the writing, I can't, I mean we all know what happened in jerry Maguire. Yes. My word is my bond. We start with that ended up for him. So put it in writing. I don't care if it's your friend. I don't care if it's your neighbor. I don't care if it's your dad. I'm sorry. You're going to put it in writing when it relates to the business and when you do it, you're going to come and say, okay, we're putting in writing. What are my risks here? If this doesn't happen? Because I tell people when people look over, I give people time to send me a contract and say, can you look it over? I'm like sure I could look it over but tell me what your concern is. Because if you could give a darn about whether or not you can place a parking sign here. I don't have to worry about the parking language. You know, if you're concerned about whether the air conditions covered as a replacement then fine, I can look at that but you have to have a concern. So that's what we're here for is what is your concerns that you have Those need to be addressed. Now, if there's something blatant or something relatively big, I'll mention something that you didn't mention. That's why. Yeah, we'll give you that extra. But we start with what are you concerned about first and then answered those because a lot of things have to be drafted specifically to meet those requirements. That's something that I love to do. It's one of the reasons I do what I do is that I tell people if you can think it, I can put it in writing as long as it's legal. Um, it'll hold up. So you come to me and say, here's what I want to do. Here's what I'm concerned about. Yes, we can fix that in writing. Okay. And then if you've missed something big, our common no attorney can catch everything. And we think about things they're doing some things that are more remote than, but things change. A lot of times we didn't really think that a pandemic qualified does that qualify as force majeure for contract and force majeure is one of those provisions that says if it's out of control of us basically in the hands of God, meteor strike, no major fires about something, you know, were released from the contract, don't have to perform. It really wasn't anybody's fault. Um, so unless you root for the patriots, which case, you know that that's your fault. You know, this punishment, but that's outside of that. You don't have damage were included necessarily. Now. You know, you need to be more specific about that. And that's the thing that So it changes not the same from 20 years ago. So you have to have concerns when you deal with somebody, we have to put those in writing to alleviate those concerns and to protect you. So that's one of the biggest things been going forward. The other is taxes. Of course, any time you do something that's probably gonna be tax implications and you need to have a good CPA with you that you can have even better if you have a CPA that they will talk with your attorney so we can go back and forth. There's a lot of times there's tax advantage to things that don't necessarily are not as good or conflict with the legal protections that you're getting. And sometimes you have to give up certain things. You can't always have your cake and eat it too no matter what people say or no matter what you see. But sometimes if you want this tax advantage we're going to have to give up this protection. Not always and not necessarily so much and something to like fine I don't care I'll give that up in a heartbeat. Not a problem. But you want to be have that information to wait does decisions. So those are the things whenever you deal with somebody you want to bring in a partner deal somebody even hiring an employee or something. What's my concern? It hasn't been addressed and if I can't address it you've hired five employees. Maybe you want to point handbook done by a labour law lawyer. Look over one yes by the best person to draft one. No go through the turn. So those are just anytime you come up with somebody else involved do things need to be in writing. That's really when you support, that's when you call me. Okay. Okay. I've got a concern. So we put it in writing. [00:23:34] spk_1: Give me some legal counsel about the validity of a contract between two people, so speaking or to businesses. Speaking of contracts between two people. Can we talk about partnerships because there are many amazon sellers that get into e commerce and they want to start a private label brand and they're wondering like, and I get this question all the time like shit, what should I consider in terms of working with somebody else? And um, should I take on a partner I know in private label, I often have to remind people that the payoff is in the exit more than in the day to day with private label. So partnerships they should really consider like what is your profitability and what does your partner want to take out of the business? How immediately do they want to take money out of the business? You know, what are your expectations? But there are so many considerations for partnerships. So can you talk a little bit about the legal considerations, performing partnerships? [00:24:39] spk_0: Yes. So the first thing actually is not necessarily illegal. One is, what type of partnership are you looking at, You either somebody who's coming in that's going to be involved in the business on a day to day or even month to month and be actively involved and once the obtain money from it and share in the revenue that grows versus somebody who's coming because they want to invest. And you've heard the term silent partner were like, hey, I'm gonna invest in, I want X amount of money back, I'll take my play out on the back end, I'm fine with that. I just want this and I'm going to get it before anybody else does. So you have to decide they both have their own that falls and concerns. So when people talk about partnership, are you working together with somebody? Say, hey, you've got some Metro Pizza, have electricity expertise, you have some money, I have somebody, let's work together. Or are you saying, hey, I've got this cool idea. I need, you know, $100,000 from, you know, private investor and we need to create this quote partnership. Um, the latter one first of all, you're not gonna want what's called a partnership, They're gonna want equity in your entity. And there is no real entity called a partnership. It exists for tax purposes. And yes, you can file in a lot of states, you can file a general partnership, so I take it back that you can file a general partnership, but it really doesn't do much as far as an entity. And you can't really trying to have the ownership is really tough. So they're going to want something more substantial. They're gonna want to be invested in it. And that terms of whether it's an LLC or corporation, however, those terms and fall into what people call a partnership, you're in partner with somebody, whether it's a corporation, and those terms have to be negotiated, and that's where you need. And trying to figure out to ask you the questions, well, how much are you willing to give up to get this Now? If I get 100,000, I'll give up 10%. I want one Million. You know, Okay, I've got to give up 50%. You know, and those terms are negotiable. What you really need to do is make sure you have an attorney for that on your side. Because these investors are pros at doing it, you know exactly what to ask for and they can ask for more and you need to understand what it is. I heard a few stories of people saying I lost my company. You didn't understand what you agreed to when they'd lent you the money. If you don't like money on those terms, can I borrow it? No, that's and that's a more specific area. That's a matter of making sure you keep control of your company. You don't give it away. When do they get paid? The more other partnership you're thinking about is when people bring somebody in like I want to work with this person. So my question is before you work with this person, you trust this person enough to give them the keys to your house, the keys to your car and to take care of your wife and kids. If something happens to you, the answer is no. You may want to reconsider going to business with this person and threw in a true partnership. Nothing says you can't work together with somebody. The lawyers have a wonderful model called eat. What you kill You work together. What you bring in is yours -6 shared expenses and go, that's fine. That's not a problem. But really not truly partners. And the true partnership, you both, I put in something that may have may have been defined, the money comes into the partnership expenses are paid. The remaining two split, pursuant to your partnership agreement as the percentages and you both have an ownership in this business. So now you have an ownership of the business. What happens? Somebody wants to leave? But if somebody doesn't pull their weight, what if somebody dies? All those things are the biggest things, biggest things I tell people for partnership, this person has access to your money or to the money in the bank accounts. Yes, we all know there are legal recourses. But if you have to sue, that means that something didn't do a lot of protection sometimes ahead of time you should have. But if they die. But if they have family members, what if they have legal issues and what our expectations if he's if someone thinks they're just one of the best money and sit back in the office all day and not do any work, the other person is supposed to be working, that's going to be a problem. But if you have to write everything in that into the agreement which you can do in most states, you have to consider, Do you really want to go in business? If I have to micromanage everything in writing? So I strongly suggest this, go see the attorney before you start. I'll ask you questions, make sure you agree. And if you agree Then great, okay, move forward with the help of attorney. And I've heard people say, well my partner and I have been together for 10 years or it's my wife or husband, wife. We've been together for 20 years and like we're not going to change. And like what happens if they get dementia? What happens if they get Parkinson's? Unfortunately they're not the same person, They can't make the same decisions. Now, you just handicapped yourself, you know, and prevent yourself from moving forward, you know, because of this. So I'm not saying it's wrong to do so, but the these are all things you're right that you have to consider we're going to partnership is the trust factor is number one, what happened to the person dies? Whatever the person, you know, gets sick or incapable or what happens? The person was to leave. What happens if the person doesn't do their job doesn't pull their weight. Those are the things that all have to be addressed. Thanks for tuning in to part One of this episode, join us every Tuesday at one PM pacific standard time [00:30:01] spk_1: for live Q and [00:30:02] spk_0: A and bonus content after the recording at cellar round table dot com, sponsored by the ultimate software tool for amazon sales and [00:30:10] spk_1: growth seller S [00:30:11] spk_0: c o dot com and amazing at home dot com.