Corporation

This brief introduction is for educational purposes only. For those considering incorporation, please seek legal and financial counsel. You dreams are stronger with a well-crafted team.

Unlike a sole-proprietorship or LLC, a corporation is an independent legal entity. The corporation is separate from, and owned by, its shareholders. The corporation itself is held legally responsible for all business actions and debts. Business stock can be sold to attract financial investors or offered to entice premier employees. If you are just starting out or planning on a very small business, corporations may be too complex and expensive for your needs. This business structure is best for larger, well established practices with more employees.

State laws will vary and you should seek legal help when forming a corporation. You should consult legal and financial professionals before making any large decisions. However, to understand the general process, incorporation requires registration of your business name, filing of required documents, and obtaining licenses or permits as needed.

Before building your brand, think and research business names. Most states will require you to include one of the following terms: Co., Company, Corp., Corporation, Inc., Incorporated, Limited, or Ltd. For more information on selecting a business name or fictitious name (DBA), see R&R’s text from earlier posts in this serial.

Before incorporating, the initial owners will appoint directors. Directors must make policy and financial decisions. Owners often appoint themselves to be the directors, but may select people who are not owners. A corporation will also appoint officers; there should be a president and a secretary, but any other positions may be developed as well.

You must file Articles of Incorporation (sometimes referred to as the Certificate of Incorporation, Certification of Formation, or Charter). Your Articles may be short and simple, which will provide your more flexibility, but they may also be more elaborate to enumerate various powers and functions. You will need to state your business name, principle office and mailing address, the number of shares (and designations of different classes of stock if actually applicable), and the name and address of the Registered Agent. Single-owner corporations can be completed by a single person, but co-owned ones will need to be signed by all owners. Every state will be a little different, and may require additional information. Depending on state fees, filing your Articles may cost several hundred dollars. Some states may require additional fees or documents.

An organization should develop bylaws in order to govern how the corporation and those involved within it will operate. Once directors have been appointed, Articles have been filed, and bylaws have been written, an initial board meeting will be held. Shareholders must meet at least once per year and record minutes. The first meeting should address company finances, adoption of bylaws, issuances of stock, and more. The directors may also decide if their “C” Corporation will instead elect for “S” Corporation status.

With ordinary C Corporations, the business itself is responsible for taxes on business profits and owners responsible for income taxes on what they received in personal salary, bonuses, and/or dividends. An S Corporation is taxed more like a sole-proprietorship, partnership, or LLC; business profits pass through to the personal tax returns of the owners. S Corps have stricter requirements than LLCs, but offer tax benefits as your revenue increases. Whereas members of an LLC must pay self-employment tax on all business income, S Corps must pay reasonable salaries and deduct payroll expenses such as Social Security and Medicare taxes, but can split any additional profits as dividends among the owners at a lower tax rate.

Start researching how to prepare for employees by visiting https://www.sba.gov/content/hire-your-first-employee. In brief, you will need an Employer Identification Number (EIN) from the IRS, worker’s compensation, employee eligibility verification, records of employment taxes withheld, and more.

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SOP 08: The Bigger Picture

Music therapists maintain a vision of the bigger picture in order to best serve an individual client. This not only means engaging the whole person across all domains rather than just a diagnosis or limitation; it means more than holding the patient’s history and potential future in mind while guiding their present therapy, but indeed minding their total environment. We must minimize any barriers to ensure they receive service in the least restrictive environment (LRE). We collaborate not only with other healthcare professionals, but with the family, caregivers, or any other appropriate persons in the total social environment. We educate them on which objectives music therapy is working on, how we’re working on them, and what more can be done outside of the session to best generalize and maximize outcomes.

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The Present

At any time in the chronological development of a child, we are prone to look back into the child’s history to explain their present behavior. Many teachers quickly abdicate responsibility once history is known, but they hold the responsibility to discipline. A long involved analysis of the child’s many antecedent events (reinforcement history) rather than to focus on the manipulation and control of the present environment is generally both unproductive and unnecessary. During the very first processes of interacting with the child, the teacher should be able to find out just where the student is both socially and academically and assess the extent of any specific problems (Madsen & Madsen, 1998, p. 18).

Madsen, C. K. & Madsen, C. H. (1998). Teaching/Discipline: A Positive Approach For Educational Development. (4th ed.) Raleigh, NC: Contemporary Publishing Company of Raleigh, Inc.

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High School

“Harold’s high school was structured like a brain. There was an executive function – in this case, the principal and the rest of the administrators – who operated under the illusion that they ran the school. But down below, amidst the lockers and in the hallways, the real work of the organism took place – exchange of notes, saliva, crushes, rejections, friendships, feuds, and gossip. There were about 1,000 students and therefore roughly 500,000 relationships, the real substance of high school life.

“The people in the executive suites believed that the school existed to fulfill some socially productive process of information transmission – usually involving science projects on poster boards. But in reality, of course, high school is to give young people a sense of where they fit into the social structure.” -David Brooks

Brooks, D. (2011). The social animal: The hidden sources of love, character, and achievement (p. 73). New York, NY: Random House, Inc.

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Profile: Jamie George, LPMT, MT-BC

Jamie George, LPMT, MT-BC is the owner and director of the George Center for Music Therapy, Inc. in Atlanta, GA. Since she founded the George Center in 2010, the business has grown to employ 10 board certified music therapists, plus a billing manager, an office manager, and a university-affiliated intern.

 

Jamie, what are your first thoughts on running a private practice?

 

Not for the faint of heart. Best decision I ever made. There are tons of perks to starting and running your own business; People say, “Oh, I can make my own schedule, I can choose the clients I work with,” and all these things sound really great, but at the end of the day, making your own schedule means that while you can go grocery shopping at 2:00 on Thursday, you’re also in QuickBooks on a Sunday until 3:00 in the morning. To build a successful business, you will work eight days a week. Being a business owner is truly a great responsibility. Perhaps too many people go into private practice thinking it will be flexible and you’ll get to be your own boss, when really, everyone is your boss – every client is your boss, every employee is your boss, and you are your own boss, because if you’re like me, you’re tougher on yourself than anyone else. I feel a great responsibility to my employees, and I want to support them as much as possible. I treat them well for being on my team; they make this business look better.”

 

How can beginning business owners pay rent when we’re first starting out? What can we do to bring in enough money while we’re still working to build up our clinical caseload?

 

“Well first of all, I think it’s a mentality. You need to be hungry. Nothing’s just going to fall into your lap. No one is going to knock on your door and ask you to be a music therapist. When I started, I had a part-time contract in the public school system, and I also was consulting and contracting with a private school; It was my first music therapy contract, so I was doing music therapy groups there, but they when they first asked me to look into their QuickBooks and see what was going on, I found that they had lost over $400,000! So they asked, ‘Can we hire you to fix our QuickBooks and get us up and running?’ That first year that I had my own practice, I was still working part-time in the school system and working at this private school, because I didn’t want to go into debt while building the business. It was important to me to build my business the right way. You’ve got to be able to talk the talk and walk the walk to sell music therapy, and to sell yourself! Making a website and a blog is not enough. You’ve got to be hungrier for it. You literally have to pound the streets, network, and meet as many people as you can.”

 

What are some of the most important things to spend money on when you’re first starting a music therapy business?

 

“My investment up front was nothing: I had my car, my own instruments, and I was just going to facilities and doing home visits. I really think my biggest investment in the beginning was time. Time spent going to special needs events, meeting parents, talking to administrators, getting meetings, and more, because that’s the biggest investment. Time, energy, and hunger are things you should be spending your currency on, not necessarily your money. If you’re planning on having employees and a team, start investing in instrument early. A) They’ll break, and B) when your practice begins to grow, you might someday have four groups running at the same time, and you will run out of sticks and shakers real fast! Also, liability insurance is worth it. We live in a litigious country and culture, and you need to protect yourself and your employees.

“What you spend money on also depends on your long-term business structure. The whole reason I started the George Center was to have a place where music therapists earn a livable wage, have a place to work as a team, feel supported and be able to bounce ideas off of and be creative with each other, and won’t need to work out of their cars driving 50,000 miles a year. I wanted a place where music therapists feel appreciated, and so I knew my long-term business plan would have employees, not independent contractors. I wanted a big team approach to music therapy. As I’ve grown, I’ve spent my money on my employees. My employees make more money than I do. You have to respect them, you have to appreciate them. That’s what keeps them doing what they do, which keeps me in business, which makes my clients happy!”

 

Can you share any advice for the paperwork side of running a business?

 

“Get a mileage app. Everyone has a smartphone these days. There is also an awesome app called Dragon Dictation, and there is a version for medical so it’s HIPPA compliant. It’s awesome. Progress notes are the bane of my existence, but now after a session, I get my phone, open the app, click the dictation button – and the more I do the better it works – then I just say, ’It’s this client, I saw him this day from this time to this time, he did this and didn’t do that, he got three prompts on this, we worked on that,’ and so on. I click send and it sends the note to my e-mail. That night, or the next week, or whenever, I open my e-mail, make a few edits, and simply copy and paste it into my progress note documents.

“Moving on to intake paperwork, make sure you have a financial agreement. It doesn’t matter if it’s a facility, a corporation, or an individual client. I highly suggest that if you bill with insurance that the intake start with, ‘Our relationship is not with your insurance company; it is with you,’ making it clear what you promise to do on your end financially, and what exactly the client’s responsibility will be. Not just a signature at the bottom, but sign each individual statement. If there is any issue with reimbursement, the client is ultimately responsible for paying for services. Long story short, financial agreements are really important. With your intake paperwork I would try to be as well-rounded as you can. The more you know before the client even walks through the door for an initial assessment, the better it’s going to be, and the better you can tailor your communication. Remember that music therapy is often family based; We’re not just treating the kid, we’re treating the family, especially those with a newly diagnosed kid. Communication with the whole family is so important. What are their expectations of music therapy, what do you expect of them, what’s going on at home, what are their immediate needs, and so on. Long-term, of course we’re going to work developmentally, but sometimes we need to get the parent to a place where they’re able to support their child, and if they’re losing their mind, we’re not there yet. We ask a lot of history questions, questions about behavior, favorite songs, and motivations, and what happens if their child is upset. Ask family-centered questions whether it’s children or even adults that you’re taking care of. It still affects the whole family.

“Next, I think assessments are the single most important thing and should take the most time, be the most detailed, and be the most well-rounded of any of your paperwork. If the assessment is done well, then it’s easy to write your goals. It’s easy to communicate value to the parent or caregiver.

As for treatment plans and progress notes? We all make it way too hard on ourselves. Our progress notes fit on a single page for a whole month. Part of that is because we bill insurance, and though we learn SOAP notes and DAR notes in school, the insurance companies don’t care. If that sort of documentation helps you as a therapist, then that’s great, but no insurance company is going to sit and read a page of subjective, objective, and so on. We have a treatment plan with our long-term goals at the top and our SMART objectives on the left hand side, then we have small boxes that we can type into saying, ‘Objective met 3 out of 5 trials.’ If you want to make a subjective statement, such as, ‘Client fell asleep during session,’ or ‘Client started new seizure medicine and was drowsy,’ you can write it in an area for comments. But we’re really just focused on marking if the objective was met, how it was met, and how many times. I created our current document based on the documentation my OT, speech, and PT friends shared with me, because I wanted to match what they were submitting to insurance companies. I melded them together and adapted them to music therapy in order to sort of look the same.”

 

What are the intangibles a music therapist private practitioner should have in order to succeed?

 

Hunger. Drive. Ambition. Empathy. And a true, true motivation for the betterment of our profession. We are in a position as private practitioners where the whole world is our oyster. Our advocacy reach is not limited to a single facility or population. We can truly grow our profession to the same size as OT, ST, PT, or any other allied health profession, and I think it’s up to us to do that. We get to go into tons of different facilities, corporations, schools, non-profits, families, and more. I really believe that our image and our success as a profession depends more on private practitioners in this country than anyone else. While the work of our researchers and our writers is very important – and that helps us earn funding! – it’s the private practitioners that are out there working it, who are able to sell music therapy in a clear way such that people can understand the work that we’re doing and will get behind it in an ambitious, motivated way.”

 

How did you choose your business name?

 

“Atlanta is a great place to own a business because music therapy is known here, and it’s huge. Fulton County schools has the largest music therapy department in a school system in the country. Music therapy really is a household name. There are 12 private practices in the Metro Atlanta area. With 12 private practices and 12 names, there already are a couple practices that use the city of Atlanta in their name. A very popular name for practices across the country is, “Music Therapy Services of…. different areas,” but I wanted something that would stand out. Something that could be shortened without being too MT specific, because we also have some art therapy here, we have performing arts groups here, we do kindermusik, a mom’s fit group, and more.”

 

How did you choose your business structure?

 

“I knew long-term it wasn’t going to just be me. An LLC was out to begin with because my business plan and business goals were much bigger than that. I’m an S-Corp, and I like the pass-through taxation of an S-Corp. Also, here in Georgia, and some other states that may be similar, there are tax benefits as a corporation. For instance, we have something called the GaSSO Scholarship (http://www.georgiasso.us/), where every year I can give money to the state and I can say which private school I want it to go to, and I can even say which student I want it to go to, so if it’s one of our clients, it’s mutually beneficial when I donate because I get it back next year, plus a credit on my federal taxes.”

 

What is your perspective on music therapy?

 

“My short answer is that there’s room for all philosophies, and I don’t necessarily treat by just one, and certainly my team doesn’t. I get hung up with these people that are ONLY Nordoff-Robbins, or ONLY NMT, or ONLY Guided Imagery. We do patient-centered work, so the philosophy should be patient-centered, and treatment should depend on what their individual needs are at the time. I am a NMT and I absolutely use NMT techniques and methods in my sessions. I also live in the southeast and we have a very behavioral approach; Having worked with a lot of kids in need of some behavioral interventions, I use music as a contingent reward as well. I absolutely improvise in sessions, but all of that depends on the client! I’ve got a client that started when he was very little. He moved from music therapy sessions, to him becoming innately musical to the point of being a savant. He is now 16 and is a much better musician than I am, but we can still work on non-verbal communication, interaction, and these non-musical goals. I’ve also got some severe-profound clients who are not going to participate in the same way, so I use a much more sensory approach with them, dealing more in imagery and auditory stimulation. There’s room for all philosophies. I’ve got a lot of people on staff and they all use different approaches, and with different personalities, too. In addition to being client-centered, you have to find what fits your personality and what serves your work best. It’s best to match clients with the right therapist.

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Limited Liability Company (LLC)

Your Limited Liability Company (LLC) will be a legal “step-up” from a sole-proprietorship. An LLC  provides protection of personal assets similar to a corporation, yet the one or more “members” or “owners” still possess total operational flexibility and enjoy pass-through tax efficiency.

To form an LLC is pretty easy. Legal professionals can help guide or even complete the process for you, but personal initiative and thorough research can save you money. The U.S. Small Business Administration website, and others such as Nolo.com or How to Start an LLC are great online resources. For the record, this serial will help you get started, but can not substitute for independent research and consultation of a legal professional.

Details will vary widely from state to state, but the LLC formation process is conceptually the same everywhere: Register a name, file some paperwork, pay some money, check for any state-specific requirements, and prepare for annual fees and taxes.

First, make sure your business name is available (Look it up here!). If your name is unique, does not include state-restricted terms such as “bank” or “insurance” (which are organizations usually prohibited from filing as LLCs), but does include the term “LLC” or some variant, then you’re ready to file!

File the formal paperwork, often called the Articles of Organization, and pay any associated filing fee (around $100, but can vary widely by state). You will need to appoint a Registered Agent, which for most music therapy private practices will be you! An RA is the person designated to send and receive papers, such as the annual fees required to keep your LLC active. Your Articles will include basic information about your business, the RA, any additional members if applicable, and the desired effective date of LLC. (Note that this information is made public, so expect some spam mail, and navigate all LLC responsibilities and correspondences with prudence.)

Most states do not require you to develop an LLC Operating Agreement, but California, Delaware, Maine (if more than one member), Missouri, Nebraska, and New York currently do. Regardless of legal necessity, people going into business together should write an operating agreement to discern rights and responsibilities. Further, you are not required to develop a business plan, but a carefully crafted, objective road map to pinpoint short-term action steps and guide the business towards larger, long-term milestones can be a tremendous asset.

What next? Obtain all required licenses or permits, if applicable. Beyond the MT-BC credential (and state licensure or registry if applicable), you may or may not need anything else – do your research here. You may also (but probably not) be required to publish your intent to form an LLC; this is an outdated practice, and other than New York, I’m not sure which states still uphold this step. If needed, newspapers will be happy to take your money to publish your statement of intent to incorporate.

You may want to apply for an Employer Identification Number (EIN) if you’re going to open a dedicated business bank account, host multiple members, or hire employees. An EIN is easy to apply for, free, and assigned quickly. Apply here.

Voila! You’re a business owner! Now that you have filed a little paperwork and spent some of your start-up cash, it’s time to actually serve your community, keep organized records, file taxes on schedule, and grow! To maintain your LLC you will have to file an annual report, which means paying the state another fee every year. I also encourage you to set aside at least 20% of your monthly income to prepare for taxes. Study your state tax obligations here. As your business earns more revenue, you may save money by electing for your LLC to be taxed as an S Corporation. Treated as a corp will mean a little more paperwork, but after paying yourself a reasonable salary, surplus income can be distributed through dividends to reduce the amount subject to self-employment tax. 

The internet and bookstores are full of incredible resources, your familial and social networks may be better guides than you expect, and legal professionals are always available. As you study accounting, learn which expenses are deductible, improve your clinical prowess, boost your business acumen, etc., you will become a stronger clinician, a bolder entrepreneur, and a proud business owner.

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Shout-Out! Music Therapy and Premature Infants

Melissa Sorensen of the George Center, Inc. explains how music therapy helps premature babies in the Neonatal Intensive Care Unit (NICU) meet their medical goals: to gain weight, learn feeding behaviors, and adapt to the environment out of the womb without being overstimulated. Read more about multimodal neurological enhancement (MNE) and the Pacifier-Activated Lullaby (PAL) by checking out her blog post here: http://www.thegeorgecenter.com/2016/03/18/music-therapy-and-premature-infants/

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