The Business Gay Podcast with Host Calan Breckon
The Business Gay
Legal, Tax, and Financial Shiz for Your Small Biz
Legal, Tax, and Financial Shiz for Your Small Business with Braden Drake

In this episode of The Business Gay Podcast, host Calan Breckon speaks with California licensed attorney and tax professional, Braden Drake.

Braden works primarily with online and creative small business owners through his law firm, the Not-Your-Average Law Firm and his online programs and memberships.

He’s also the host of the “Unf*ck Your Biz” podcast and is the author of his book by the same title. When not doing business things, he is an avid runner, triathlete, CrossFit enthusiast, and home cook. When not doing those things, he’s probably taking naps on his patio in San Diego, or watching shows with his husband and three dogs.

Watch on YouTube – Free legal advice for those in Ontario

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Links mentioned in this episode:

Key Takeaways for quick navigation:

  • [00:42] Maintain separate business bank accounts for clear financial records.
  • [01:51] Establish legal protection with contracts and insurance.
  • [05:58] Classification of contractors vs. employees varies by state.
  • [08:15] LLCs offer liability protection with simplified tax treatment.
  • [10:19] Track business expenses diligently for tax savings.
  • [17:58] Underreporting income can hinder future financial goals.
  • [19:51] Access free resources and invest in educational materials for business finance knowledge.
  • [20:43] Contracts are essential for clarity and protection in professional services.
  • [22:45] Setting up a Delaware C-Corp may not be necessary for most small businesses.
  • [25:32] Tax obligations depend on the state of residence, not just incorporation.
  • [27:35] Ensure legal compliance and brand security with contracts, insurance, and trademark protection.
  • [28:03] Taking business aspects seriously is crucial for success.


[00:00:00] Calan Breckon: So today’s episode is not sponsored, but I did want to give a little shout out to because we’re going to be talking about legal advice and all that kind of stuff in today’s episode, and I have used them before to help sort out legal matters. Now, offers free legal advice as a hotline. You can call in, you can get up to a half hour for free and they talk. You can talk about going to court, appeals, employment law, customer protection, housing issues, corporate and powers of attorney. They do not deal with family law, immigration or criminal law, but it’s a really great resource. If you’re looking for some help and you’re in the Ontario region and you need to talk to a lawyer, I know there’s a bunch of different options across Canada as well. So you can always look for something that suits you. If you’re in a different province, the link to them is going to be in the show notes for you. So that’s just And then from there you can get their toll free number. So with that, let’s jump into today’s episode.

Welcome to the business gay podcast where we talk about all things business, marketing and entrepreneurship. I’m your host Calan Breckon and on today’s episode I have California licensed attorney and tax professional Braden Drake. Braden works primarily with online and creative small business owners through his law firm, the not your average law firm and his online programs and memberships. He’s also the host of the “Unf*ck Your Biz” podcast and is the author of his book by the same title. When not doing business things, he’s an avid runner, triathlete, CrossFit enthusiast and home cook. When not doing those things, he’s probably taking naps on his patio in San Diego or watching shows with his husband and three dogs. Braden’s tagline is your gay best friend here to help you get your legal, tax, and financial shit legit. And hopefully we’ll be able to help you do that in today’s episode. So, let’s jump in.

[00:02:04] Calan Breckon: Welcome to the show, Braden. I’m so excited to have you. How are you doing?

[00:02:08] Braden Drake: I’m good. Excited to be here. I got my coffee. I’m ready to rock and roll.

[00:02:13] Calan Breckon: Yeah. Cause you’re on the west coast so it’s early over there.

[00:02:16] Braden Drake: Yeah, a little bit. It’s nine. It’s 09:00 a.m.. Here. I usually start work around 730 so I’m nice and awake now.

[00:02:23] Calan Breckon: Okay, perfect. I’m on the east coast, I’m in Toronto. So it’s twelve noon here. So it’s perfect, perfect time. Because I’m not a morning person. Um, I’m really excited to dive in. We’ve never had anybody kind of in the lawyer y area, the legal stance. So I’m really excited to be delivering this content to other folks listening. So with that, I want to jump right in. What are the most common issues small businesses tend to run into, legally speaking?

[00:02:51] Braden Drake: Okay, so, you know, I do like tax and legal stuff. So you want to start with just the legal stuff?

[00:02:56] Calan Breckon: Yeah, we’re going to jump into the legal stuff because taxes were, you know, you’re in the US, I’m in Canada. There’s a broad spectrum I want to kind of focus on like, legal is like general stuff for business. Everybody knows. Okay. You should probably have some sort of contracts with this, that and the other that will go cross barriers. Yeah.

[00:03:12] Braden Drake: Okay, well, just real quick, I’m going to tell everyone, please, for the love of all things that are holy, have a separate business bank account. That is more of a tax thing. But we’re doing, it’s tax season right now. And regardless, regardless of what country you’re in, if you send me all your bank statements and it’s mixed with like all of your personal and your business, we have no idea what to do with that. So little tip there. On the legal side, we always, so I teach a concept I call the, the legal layers of protection. And I always say they’re like layers of clothing. So, um, if you live in Toronto, you’re going to need a few more layers of protection as far as clothings are clothing, clothing is concerned than you would if you lived here in San Diego, like in the wintertime, like I do. Right. So I like the analogy because it kind of shows that it’s, you know, it’s, it’s based on your personal circumstances, where you are, what you sell, how big your business is. But we do have a few that are called the essential layers of protection and those are contracts, um, generally speaking, and insurance. So you want to start there, um, and then obviously you want to make sure that you’re not breaking any laws. So if you’re providing services and not giving contracts, that’s a problem. If you’re hiring a bunch of people and treating them like employees, um, when they actually, when you’re calling them contractors, that’s a big problem. So lots of little things we could dive into.

[00:04:34] Calan Breckon: Okay. I’m really interested in that. You know, contractors working as employees talk. Speak more about that.

[00:04:41] Braden Drake: Yeah, well, this one. Okay, so this one is, I would guess, is not even, it’s not even country specific here in the states, it’s state specific. Right. So all of our laws will differ by state. Um, I do. Okay. So it’ll be a shock to no one for me to say that the US is generally more conservative in a lot of respects than a lot of other countries. I know. Shocker. Um, and that applies not only to social stuff, which we, we won’t get into. This is not my area of expertise, but economically speaking, that means, um, that a lot of our laws are, they’re pro capitalism and not always pro worker. But when our democrats get an office, they want to change that, which also means that the more liberal states here have stricter laws which regard, with regard to, um, like wage an hour, how much you get paid, meal breaks, all that kind of stuff. And that also applies to who can be a contractor and who can be an employee. Because when you hire employees, you’re paying into the federal system with regard to payroll taxes, you’re ensuring that they get certain employment benefits. Um, and so they want to make sure that you’re not taking advantage of the people that you’re hiring, um, by misclassifying them.

[00:05:53] Calan Breckon: Interesting. And so, so because I consider myself a contractor, I do odd jobs, I work for people here. I do kind of like per package. This is what I’m going to do for you. What would be some major standouts of, like, that’s not a contractor. You’re now an employee. If it’s more of a longstanding, like, I do longstanding SEO contracts with somebody, they can be years long in the certain places that could be considered more of an employee, what would the differentiators be around that?

[00:06:20] Braden Drake: Sure. So the big thing is these, the laws are so, like, I’ve done multiple hour long podcast episodes just on this topic, so I’m just going to keep it super, super high level cool. Um, in the areas with the strictest laws they have, they use something called the ABC test. And the trickiest part is, it’s literally part a, B, and C. So it’s a three pronged test. Part B tends to be the biggest issue for people. And it essentially says that the person you’re hiring can’t provide, um, services that are within the usual. I’m using air quotes here. Usual course of the hiring entities business. So for you, if I was hiring you to do SEO consulting for me, is SEO within the usual course of my business? No. Cause I’m an attorney, so especially if I was hiring you to do SEO for my website, that’s like a pretty clear contractor relationship. If I was. If I had a marketing agency and I was bringing you in to do the SEO aspect of the full, like, marketing package that we’re giving to our clients now, it becomes much more of a gray area, if that makes sense.

[00:07:26] Calan Breckon: Okay, that does. And is this also an area like personal assistance or, like, online assistance could kind of fall into this gray area?

[00:07:34] Braden Drake: Yes. So I have been trying to shout this from the rooftop for a while, because in this online space that we operate in, virtual assistants, or it’s kind of like this huge thing, like all the educators say, you need to hire a va. The Vas are out here marketing themselves. And my kind of hot take that I’ve been shouting from the rooftops is that this is going to be a big issue moving forward because it’s really dependent on what you’re hiring the VA to do. So I, for a long time, had a VA on my team that did operations. Her title now is client success coordinator. And her job was to help facilitate calls, do customer service, and all of that. I would have a very hard time arguing as outside of the usual course of my business. So I made her an employee, whereas sometimes someone might. You might call someone a virtual assistant, but really they’re more of a social media manager. And then, like, is Instagram within the usual course of my business? Like, one stingy state auditor might say, like, yes, because it’s integral to your company, but, like, we don’t provide those kind of services. So I would say, no, that’s, like, a little bit more gray. It gets complicated.

[00:08:46] Calan Breckon: Okay. So these are all very fascinating things that I never even ever would have thought about, and that they might also be different here in Canada than down in the US. I don’t actually don’t know what the laws in regulation.

[00:08:59] Braden Drake: This is why people tend to get really frustrated with attorneys, because. So I had a client who got audited for this, and there was, like, ten different requirements to an exception that the person they hired had to meet in order to be a contractor. And one of the requirements said that the contractor exercised discretion within their scope of work.

[00:09:19] Calan Breckon: Right.

[00:09:20] Braden Drake: And the auditor was arguing, well, you told them what time to be there, and you told them this, and you told them that. And our counterargument was like, yeah, but they still decided, like, what lens to use and where to stand, because this was like a second shooter photographer situation. And then my argument was, it doesn’t say that they have to exercise complete discretion. It just says exercise discretion. So that could be any level of discretion. Um, so we’re always looking at those kind of nuances, which is the fun part of the job to me.

[00:09:48] Calan Breckon: Oh, my goodness. Right. And like. And it’s so wild. Like, lawyers down in the US, I feel, are definitely a. A different. A different bag than up in Canada. I think our laws are a little bit more stringent and kind of straightforward, where it’s a little bit more of a wild, wild west down the US, especially with so many different states operating so differently from each other. Like, you can practice law in California, but you can’t practice law in, like, these other states. Is that kind of how it works as well?

[00:10:15] Braden Drake: Yeah, and it depends because some laws are federal and some laws are state. So because we do a lot of tax stuff, the IR’s is. That’s a federal agency and people file federal taxes. Um, trademarks are also federal. So with those kind of issues, we help people all over the place. And then, yeah, it varies based on the specific legal issue.

[00:10:37] Calan Breckon: Nice. Okay, so let’s talk a little bit about taxes. It is tax season. I mean, this is going to come out after tax season, but it is. We are in the midst of tax season. My personal mentor is a tax bookkeeper, does all that kind of, like, stuff. We don’t talk during this month. It’s. She’s busy. She’s like, I work every weekend. There’s zero time to even respond to emails. So I’m like, perfect, that’s cool. She helps me walk through all of my taxes. Now, here in Canada, I’m what’s called a sole proprietor. So it’s just me. I’ve registered, I can collect tax, I’ve registered for my GST, HST kind of number to collect and remit tax. But then kind of the next step would be a incorporation, which, down in the US, you have like your C corps and your other kinds of stuff. In your specific situation, what warnings would you have in regards to taxes for people who are more of the sole proprietor?

[00:11:29] Braden Drake: Or.

[00:11:29] Calan Breckon: I think you guys have like, limited.

[00:11:31] Braden Drake: Liability is what it’s called, limited liability companies. So, yeah, in, in Canada, it’s very like, you’re on this end or you’re on this end. And in the US, we have like a few pit stops along the way, so a few more options. Um, to put it in very simple terms, though, limited Lia. Limited liability companies give you the same kind of liability protections that a corporation would in Canada or a corporation would in the US, but they’re taxed the same as sole proprietors, so it’s kind of a hybrid entity. The purpose is in order to give you liability protection without, like, really complicating your taxes. So for both sole props and llcs, you file all the same forms on your tax return. It’s pretty simple. Got to have your bookkeeping done. They need to know how much income you made, what your different expense categories were, and then all that information goes on your personal tax return on a form called the schedule c. So people can do that on their own with Turbotax, h and R block, that kind of stuff. Um, some people don’t want to. Totally. Fine. We help Turbo those. Oh, you do?

[00:12:33] Calan Breckon: Yeah, we do. Turbotax, Quickbooks, Turbotax.

[00:12:36] Braden Drake: Yeah. And we have, uh, the tax repairer that actually works on our team. She, like, moonlights at Turbotax, so we also. She’s, like, the person that you would, like, live chat with if you’re having a, like, trouble with your tax return. So we also do, and I used to work at h and R block, so during tax season, we do, like, we call them tax filing parties for people who want to self file their return. We just do it on a zoom call and, like, answer people’s questions.

[00:13:01] Calan Breckon: Oh, nice. Um, can I ask, like, what are some common mistakes you see small businesses or entrepreneurs making that are, like, easily avoidable, especially with all these technicality things.

[00:13:12] Braden Drake: It really run. It really runs the gamut. I wish I had an easy answer to that question.

[00:13:17] Calan Breckon: Here’s my spreadsheet.

[00:13:18] Braden Drake: I know. Well, the problem is, is some people are really afraid to write anything off because they think they’re going to get in trouble if they do. Like, you know, step, like, a toe out of line.

Other people think that, like, anything under the sun is a tax deduction, and they’ll just, like, write it all off. Like, they go, they work in a coffee shop every day, so they think that they can, like, write off their sandwiches and their coffee and everything is, like, business expenses. And it’s like, no. Like, we’re human people. Like, we have to eat. So because you’re working while you’re eating doesn’t make it a tax deduction, that the reality is, like, somewhere in the middle, right? Is it an ordinary and necessary business expense? So those are kind of the deduction issues. The other things we see, really the biggest one, is just not tracking what you’re spending, because if you don’t do some form of bookkeeping, it doesn’t have to be fancy, doesn’t have to be software, but you need to be tracking what you’re spending throughout the year. Um, have that separate business bank account. So if you’re not tracking, you at least have the clear statements. But if you’re not doing that, then you’re going to be missing out on thousands of dollars of deductions and tax.

[00:14:20] Calan Breckon: Savings for sure, which is huge for businesses. For myself, most of my stuff, we’re in a digital world. Most of my billing comes through digital. And so I just have different folders. I have a folder for like 20 222-023-2024 and then within that folder, I have the month. And so anytime a bill comes in throughout that month, I stick it in there. And then at the end of the year, it’s really easy. I go through them, and there’s usually not that many that are business related. It’s more of the bigger stuff or the consistent stuff, and it’s usually the subscriptions that are in there. But even that will get you pretty good and pretty done on, like, keeping your things consistent. The only variables are if you go on a business trip and you’re like buying food and stuff like that, you need to keep those receipts. But, you know, it’s pretty simple. I know Quickbooks has like, the photo, you just take the photo, input the info, and then like bada bing, bada boom, you’re done.

[00:15:10] Braden Drake: Yeah, we call all that stuff substance. I have a hard time even saying the word substantiation. So if you ever got audited by the tax authorities here, they would ask you to substantiate your deductions. And so whatever proof you have, that’s what you would show them. So that sounds like a perfect system to me. Better than what pretty much all of our clients are doing, most people are doing.

[00:15:31] Calan Breckon: So would you say that some small businesses, or a lot of, maybe even your clients are kind of fall into this world of like, they have a business, they run a business, but they don’t do the little nit picky parts of actually running the business to keep it sustainable?

[00:15:46] Braden Drake: Yeah, well, it’s not really sustainable. We, we see it. So there’s a couple different things. Right. We do have some clients who are very well run, organized, very buttoned up. We work with a lot of wedding planners who just tend to be type a personalities to begin with. So they’re usually pretty good. Um, we work with a lot of other creatives, though, and the people who have the biggest, biggest issues, I think, fall in one of two camps. There’s the people who started their business, and they just ended up being, like, way better at marketing than they thought they were going to be. This is a. This is a quality problem. You know, our friend Amy talks about quality problems all the time. Um, we have one of those right now. She just, like, kind of accidentally built a $250,000 business, like, in a year, year and a half. And, um, she didn’t really have time to figure out, like, all of the tax and legal stuff on her way. The other camp of people we have are the people who didn’t really realize they had a business or, like, didn’t really realize they were creating a business. And we work with a lot. I don’t know if you knew this, but we. I started a second brand a couple of years ago called drag tax. Taxes are a drag. Hire us to help. We work with drag queens and queer.

[00:16:53] Calan Breckon: Oh, they would be for sure.

[00:16:55] Braden Drake: They’re. Yeah, they’re always a mess because a lot of them are just like, they’re throwing on a wig to, like, get free drinks at the bar, and now all of a sudden they get asked to do, like, a tip spot, and now they’re doing gigs, and then they don’t even really realize until two years down the road, like, oh, this is the business. I’m going to be taxed on this tip income. So I should also be writing off, like, all the expenses that go into this. And now they hire us. Um, we worked with some, like, queens who have been on drag race, and they’re sending us just, like, all of their Amazon logs, and we have to go through it and we’re like, okay, but, like, what’s business and what’s personal? Right? It gets real messy.

[00:17:32] Calan Breckon: Yeah, I actually. You know what? I’ve actually thought about that before being like, you know what would be really great is if somebody, like, had an educational program for drag queens of like, yes, you’re a drag queen. Yes, this is, like, fun and amazing, but you still got to, like, keep your shit together and, like, organize your stuff because you could be writing off those wigs. You could be writing off, like, those normal things that wouldn’t fall under a write off in a business. Like, clothing doesn’t fall under write offs for canadian business because you need to wear clothing. But if you’re a Drake queen, specifically having things designed and put together for a specific show, being hired by it, that I would feel would fall under something that you could write off as a business expense.

[00:18:09] Braden Drake: Yeah. Yeah. The rules are really gray, particularly, like, the rule for clothing is. Is it. They say, is it suitable for everyday use? So, like, theatrical costumes, you can deduct, but more like everyday clothing, you’re not really supposed to. But then if it’s specifically for a drag number, you can write it off. But then one of the issues I’m seeing is, well, especially for trans performers, like, well, what if they’re buying women’s clothing that they would wear every day, but also wear on stage? Can we deduct that? It’s kind of wild. Um, I also did a workshop a couple months ago, um, that someone reached out to me to ask me to put on. It was a webinar, and they promoted it to drag queens and sex workers. And then I realized that definitely needs to be two different webinars because we had all kinds of questions with regard to that, because it’s also interesting when it comes to reporting income, that is, both, I like to say, over the table and under the table. Like, how are you supposed to report that?

[00:19:06] Calan Breckon: Yeah, it’s always, it’s always been like that honor. I used to be a server. It’s like the honor system. Like, how much money, if you are getting paid in cash, and that is a cash tip, there’s no real true way for them to track that. But if you’re getting paid digitally on, like, most days, everybody has the tap cards now, so they can track that. You get the printout at the end of the night saying how much it is. Um, but there is that kind of like, okay, well, how much do I report? And people don’t always think future as well, because the more you do report, and eventually, if you want to get a house or these other things, you’re going to need to show a certain income to kind of reflect that. What are some pros and cons against that gray zone?

[00:19:45] Braden Drake: Well, the, the pro of not reapporting your income is you pay less taxes. And the con is, if you don’t report it, you have no proof of income. One question I never thought I would get asked when I became a tax attorney was, do I have to report the, um, my. It was, my sugar daddy pays all of my rent. Is that taxable income?

Questions like that. Very fun. Um, but to give, like, a real, very real life example to your question, we. I worked with a drag queen who is making over six figures a year. Um, but their tax return only showed about $40,000 in income and like, $10,000 in profit. And they were trying to get approved for a mortgage, and they were like, well, I can afford a 6000 $600,000 condo. And I was like, well, you can’t on paper, and no one’s going to give you a loan for that. So now they’re going to have to wait like two to three more years in order to get that mortgage by, you know, waiting that long to show their actual proof of income.

[00:20:44] Calan Breckon: Yeah. Which is unfortunate, but you know, you saved your, there’s, there’s a lot, and especially everybody likes to save on taxes. Well, a lot of people like to save on taxes. Um, what are. Okay, so let’s shift gears a little bit into like people who know they need to get things under control. They know, like, I need help, I can’t do this. I need to focus on this stuff. What are some like manageable and affordable ways for small businesses or entrepreneurs to cover their asses if money is tight? Like they don’t have a ton of money to go out and spend, but they’re like, okay, I need to get this going.

[00:21:19] Braden Drake: Yeah. So the kind of self promotional, but I have lots and lots of free resources on my website, blog posts, very, very thorough blog posts on there. Uh, and I also wrote a book, square warning. It’s called unfuck your biz asterisk for the U. Don’t go look for it on Amazon. They’re like reselling one copy on there for $200. I don’t even have it listed on Amazon, so I don’t know how that works. But you can buy it on my website. Um, unfuck your biz for $30. And it takes people through our entire framework. So how you should do everything, it’ll tell you, like where to start in order to not get overwhelmed.

We also teach all of this in courses and we do it all one on one. So if you’re ready to just hire it out, you can definitely work with us. But if you’re looking just to kind of get started, that’s what I would recommend for sure, is to start with the book. And then most of our blog posts are actually excerpts from our book. So that’s the free way to get started.

[00:22:18] Calan Breckon: Okay, so perfect. Listen to the podcast, get the book. But if somebody was just going to start, like right now, what’s the first thing you would tell them?

[00:22:27] Braden Drake: The first thing would be to say, take a deep breath. If you’re feeling overwhelmed, separate your business and your personal finances. And if you’re providing services, get some contracts.

[00:22:43] Calan Breckon: So I know that you have contracts because I actually, spoiler alert, I actually have used your contract core system to create my contracts here that I’ve used before, which works out very nice. You definitely have go through and, like, craft the parts that are relevant to you. Um, but having something is better than nothing. So can you talk a little bit about that? That, you know, it might not be perfect, but what’s the benefits of at least having something versus having, like, just a handshake deal?

[00:23:14] Braden Drake: Yeah. So just, like, the importance of having contracts in general.

[00:23:20] Calan Breckon: Yeah.

[00:23:21] Braden Drake: Yeah. Well, first of all, I always like to say, I think I got this from, like, a meme in 2012, but, you know, like, we’re running a business, not a lemonade stand. So, like, let’s get serious. If I hire someone, especially, it depends on the services, right? Like, when I go to, like, the nail salon or I go get a massage, I go for some of these, like, kind of personal services, and they ask me to pay on Venmo, and they don’t have a contract. I’m not that worried about it. If I’m hiring someone for a $2,000, like, retainer package to do SEO work on my website, and they asked me to, like, venmo them, and they don’t give me a contract, I’m going to be questioning whether this person is professional and knows what they’re doing, because it’s like, did you just start doing this yesterday? What are we doing here? So I believe that contracts, they just make you look like a more responsible business owner. Um, and they’re there to protect you and the other party. So the contract’s going to state how much I’m paying you, but it also should stay all the services that you’re delivering to me, which should be a comfortable. To both of us.

[00:24:19] Calan Breckon: Perfect. Yes. Which is very important because you never know what’s going to happen. And if you have that contract, you can take it, and it’s written, it’s signed, you’re covered. Uh, last question. I want to dive in a little bit to, you know, you’re in the US, I’m in Canada. I want to ask a little bit about what if a Canadian wanted to do business in the US, because we’re neighbors, we do a lot of business with each other. It’s a natural thing. A lot of Canadians do business in the US.

How do we go about that? And I’ve heard that, like, setting up a Delaware C Corp is kind of the way to go, but do you have any advice around that? Or just maybe Delaware C Corp in general advice?

[00:24:55] Braden Drake: Yes. So Delaware is the state that always comes up in terms of where you should incorporate. It’s because that’s where all of the, like, big Fortune 5500 companies are formed. So I’m just like Apple, Amazon, Walmart, I’m assuming they’re all formed in Delaware. Haven’t actually looked that up. The reason for that is Delaware. They have their own court system for corporations. So if you have legal disputes, you end up going to judges that are very, very well reversed in corporate law. And they, it’s not that they tend to side with businesses, it’s just that they, they don’t let, they don’t let the little, like, plight of the little man judge their. Cloud their judgment when it.

[00:25:38] Calan Breckon: Well, even the big man, like Elon Musk, did not get a ruling he wanted recently. So they just keep it real?

[00:25:45] Braden Drake: Yeah, they, they keep it real. But a lot of people want to be in Delaware for that reason. I don’t think that that’s a compelling reason for most small businesses. So people, if you’re in the US, the advice is always form in the state where you live, because you’re. That’s what you’re supposed to do anyway. If you’re not in the US, a lot of people will do Delaware by default. I don’t think it really matters. Um, I actually find Delaware’s, like, incorporation process to be more complicated than a lot of other states, for what that’s worth. But the more practical tip I can give everyone is a C Corp is usually not the best option for any business that’s not anticipating doing like, multi millions of dollars in annual revenue. Instead, you probably want to be an LLC. Um, but even before that, if you’re incorporated in Canada already and you’re just selling to people in the US, you probably don’t need to structure your business here anyway. But that might be a question for a canadian attorney also.

[00:26:45] Calan Breckon: Yes, I can definitely attest to being like a solopreneur entrepreneur. I have clients down in the US that pay me, and then I just do all that through the taxes and blah, blah, blah blah blah and all that kind of stuff, it works out, that’s fine. But if you were to say, start a startup that you were planning to like, take like, major and like, go to the moon, and you started as an incorporation in Canada, that would be kind of like, okay, let’s look at Delaware to incorporate, because then that, you know, opens you up to funding and investment, venture capital and all that kind of stuff in terms of, like, tax laws. Is there also benefits in Delaware? Because I know that every state has different taxes. So depending on where you were to register that business, you would then in the US have to pay certain taxes based upon state. Is that correct?

[00:27:32] Braden Drake: Not really. And this is. I think this is another big thing that throws people off, is they think that they can. They think that they can kind of create their own game with the taxes. But the reality here is that you owe taxes to the state in which you live and work. So if you live in California, California want your tax dollars. It doesn’t matter if you form your company in Delaware. And even beyond that, if I foreign my company in Delaware, I still have to register it. They call it a foreign entity, as a foreign entity in California, and now I pay income taxes to the state of California, federal income taxes to the federal government, and I have to pay my annual incorporation fees now to both Delaware and California. So I’ve actually kind of shot myself in the foot if you’re in the.

[00:28:20] Calan Breckon: US, but if you’re an outside person coming to the US.

[00:28:24] Braden Drake: Yeah. Then you are not. Well, blanket statement. But generally speaking, if you never step foot in the US yourself, you’re not going to owe any income taxes to the US. Um, you will only owe the franchise taxes or corporate taxes. It’s like an annual fee for where your company is held. So then it’s going to make a little bit of a difference, like where you incorporate.

[00:28:49] Calan Breckon: Okay. So it makes a difference. Delaware just is the most popular one because that seems to be where everybody knows their stuff and they have, like, really good, like, judges and they know their stuff there.

[00:29:00] Braden Drake: Yeah, it’s kind of just. It’s. It’s kind of just like a hype thing, to be honest.

[00:29:05] Calan Breckon: It’s just a hype.

[00:29:07] Braden Drake: To put it into the plainest terms.

[00:29:09] Calan Breckon: They got good marketing in PR.

[00:29:11] Braden Drake: Yeah, they have good marketing in PR, for sure.

[00:29:14] Calan Breckon: Amazing. So after talking about all we’ve talked about today, is there any, like, last words of wisdom or advice you can give to people before we finish things off?

[00:29:23] Braden Drake: Yeah, just, you know, dig into what you got going on in your business, what you haven’t done. Do you have contracts? Do you have insurance? Do you need a legal entity? We didn’t really touch on trademarks yet, but something to consider as well if you need to protect your brand name. Those are like the four big things that we tend to talk about. Make sure you’re not breaking any laws and make sure you’re paying your taxes. So there’s kind of like your six big bullet points.

[00:29:48] Calan Breckon: Yeah. Do. Do the work. It’s tedious. It’s not fun for some people. I like it, but a lot of people don’t like it. But if you want to be serious, as a business person, you need to take these things seriously, for sure.

[00:30:01] Braden Drake: Yes, agree.

[00:30:02] Calan Breckon: Definitely. Uh, where can people find out more? Like website, podcasts, all that kind of stuff about you?

[00:30:07] Braden Drake: Yeah. So my company is called the not your average law firm, not Avg, which is the abbreviation for average, not avg law for short. So not is our website, not avglaw on Instagram threads. Um, I think my TikTok’s still under my personal name. Um, but you can all find it all. It’s awesome.

[00:30:27] Calan Breckon: Yeah, I’ll make sure I have all those links in the show notes. Thank you so much for being on the show, Braden. This has been, uh, very enlightening in regards to, like, taxes and laws and all that kind of stuff in the US and Canada.

[00:30:38] Braden Drake: Thanks for having me.

[00:30:41] Calan Breckon: Thanks again for tuning soon in today. Don’t forget to hit that like and subscribe button. And if you really enjoyed today’s episode, please consider giving it a star rating. The business gay podcast is written, produced, and edited by me, Calan Breckon. That’s it for today. Peace, love, rainbows.

Calan Breckon
Calan Breckon

Calan Breckon is an SEO Specialist and host of "The Business Gay" podcast. He has worked with companies such as Cohere and Canada Life and has been a guest on the "Online Marketing Made Easy" podcast with Amy Porterfield as well as featured in publications like Authority Magazine and CourseMethod.

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