New Business Entity vs. Using a DBA

When purchasing an existing company, buyers often face a critical decision: should they set up a new business entity or operate under a “Doing Business As” (DBA) name? Both options have distinct legal, tax, and liability implications. Understanding these differences can help buyers protect their assets and maximize tax advantages.

1. Understanding a DBA vs. a New Business Entity

A DBA, or “Doing Business As,” is a registered business name that allows an individual or existing entity to conduct business under a different name without creating a separate legal entity. A DBA does not provide liability protection or tax benefits beyond those available to the individual or parent company that owns it.

On the other hand, forming a new business entity—such as a Limited Liability Company (LLC), Corporation (S-Corp or C-Corp), or Limited Partnership—creates a legally distinct entity separate from its owners. This structure provides liability protection and can offer tax advantages depending on the entity type.

2. Tax Differences Between a DBA and a New Entity

DBA (Sole Proprietorship or Part of an Existing Entity)

• A DBA itself does not have a separate tax identity; taxes are filed under the owner’s personal tax return.
• If an individual operates under a DBA as a sole proprietorship, all business profits and losses pass through to the owner’s personal tax return and are subject to self-employment taxes.
• If the DBA is under an existing LLC or Corporation, the business income is taxed according to the structure of that parent entity.

New Business Entity (LLC, S-Corp, C-Corp)

• An LLC offers pass-through taxation, meaning profits and losses pass to the owner’s personal tax return, like a DBA. However, an LLC can elect to be taxed as an S-Corp, reducing self-employment taxes.
• An S-Corporation also provides pass-through taxation but allows owners to receive part of their income as distributions, which are not subject to self-employment tax.
• A C-Corporation is taxed separately from its owners, meaning profits are taxed at the corporate level, and any dividends distributed to owners are taxed again (double taxation). However, C-Corps may offer lower corporate tax rates and benefits like retained earnings.

3. Liability and Legal Protection

One of the biggest differences between a DBA and a new entity is how liability is handled.

DBA (No Liability Protection)

• A DBA offers no legal separation between the business and its owner.
• If the company faces a lawsuit or accrues debt, the owner is personally liable, meaning personal assets such as homes and bank accounts could be at risk.
• If the DBA operates under an existing LLC or Corporation, liability protection comes from the parent entity, but only if corporate formalities are maintained.

New Business Entity (Liability Protection)

• An LLC, Corporation, or Limited Partnership creates a separate legal entity, shielding the owner’s personal assets from business debts and lawsuits.
• If the business is sued or defaults on debts, the owner’s liability is typically limited to the amount invested in the company.
• Business entities provide stronger legal protection against liability claims compared to a DBA.

4. Which Option Is Best When Purchasing a Company?

Use a DBA If:

• The business being purchased is small, with minimal risk of liability.
• The buyer already has an established business and wants to add a new trade name without creating a separate legal entity.
• The priority is to simplify administration and reduce paperwork.

Form a New Business Entity If:

• The purchased business involves significant liabilities, contracts, or employees.
• The buyer wants to protect personal assets from potential lawsuits or debts.
• The business has long-term growth plans that require a structured entity for funding and tax efficiency.

While a DBA is a simple and cost-effective way to operate a business under a new name, it does not provide liability protection or tax benefits beyond what’s available through the owner’s existing tax structure. In contrast, setting up a new entity can offer greater legal protection and tax advantages, making it a better choice for buyers who want to mitigate risks and maximize financial benefits. Before deciding, consulting with a legal or tax professional is advisable to ensure the chosen structure aligns with the buyer’s business goals.  We do suggest an attorney who is familiar with this industry.  One option would be Ken Kirschenbaum of Kirschenbaum and Kirschenbaum – 516 747 6700 x 301, ken@kirschenbaumesq.com, www.KirschenbaumEsq.com

For professionals in the life safety and property protection industry—such as alarm and fire inspection technicians, encountering dogs on customer premises is a common challenge. While some pets are friendly and curious, others can be aggressive, especially when alarms are triggered, or unfamiliar individuals enter their territory. Ensuring personal safety while respecting the customer’s pet and their wishes is crucial to maintaining a professional and secure work environment.

Ken Kirschenbaum in a recent Newsletter was recently asked about the liability in a situation where a technician is bitten.  This important question led to this article which outlines best practices for dealing with dogs on customer premises, liability concerns, and how professionals can mitigate risks while upholding safety standards.

Dogs are protective by nature, and their reactions to an alarm technician’s presence can be unpredictable. Even a well-behaved dog may become stressed or aggressive when alarms sound or strangers enter their home. Key risks include:

• Bites and physical injury – Dogs may react aggressively to perceived threats.
• Allergic reactions – Some professionals may have allergies to pet dander.
• Interference with work – A dog’s curiosity or anxiety may disrupt inspections or installations.
• Liability issues – In the event of a dog bite, questions of liability and workers’ compensation arise.

Best Practices for Professional Safety and Customer Relations

Pre-Visit Communication

Before arriving at a customer’s home or business, clear communication can help prevent potential issues.

• Ask about pets – When scheduling the appointment, inquire if dogs or other animals will be present.
• Request proper containment – Politely request that dogs be secured in a separate room or area before arrival.
• Clarify company policies – If company policy prohibits working in a home where an unsecured dog is present, communicate this in advance to avoid conflicts.

On-Site Safety Precautions

Once on-site, technicians should take necessary precautions to ensure their safety:

• Assess the situation – Before entering, check for signs of an unsecured dog, such as barking or scratching at the door.
• Do not assume friendliness – Even if a customer insists their dog is friendly, always maintain a cautious approach.
• Avoid sudden movements – Move slowly and avoid actions that may startle the dog.
• Minimize noise disruptions – Explain to the customer that alarms may distress the dog and request that they secure their pet during testing.
• Carry deterrents if necessary – Some professionals carry dog deterrent spray as a last resort in case of an aggressive encounter.

Handling an Unsecured or Aggressive Dog

If a customer refuses to secure their pet, or if an aggressive dog is present, professionals should:

• Politely but firmly refuse service – If the customer does not contain the dog, inform them that the appointment cannot proceed due to safety concerns.
• Follow company policy – Ensure all technicians are aware of the company’s stance on handling pets in the workplace.
• Report incidents – If a dog bite occurs, document the incident immediately and seek medical attention if necessary.

Legal and Liability Considerations

According to legal expert Ken Kirschenbaum, employees injured by a customer’s pet may seek compensation through Workers’ Compensation. Additionally, they may have a legal claim against the property owner. However, employers cannot sue customers for lost work due to an employee’s injury.

Employers should:

• Ensure Workers’ Compensation coverage – This protects employees in case of injuries.
• Include pet-related clauses in service agreements – Contracts should state that customers must provide a safe work environment, including securing pets.
• Consult legal counsel – Businesses should review liability concerns with a legal expert to ensure proper risk management policies.

Respecting the Customer’s Wishes and Maintaining Professionalism

While safety is the priority, respecting the customer’s pet is also important for maintaining a positive relationship.

• Remain calm and professional – Avoid reacting negatively to a customer’s pet.
• Educate the customer – Politely explain why securing the pet is necessary for both safety and efficiency.
• Offer rescheduling options – If the customer is unwilling to contain their pet, offer to return at another time when the dog can be secured.

Dogs on customer premises pose a potential safety risk for alarm and fire inspection professionals. By implementing clear policies, communicating expectations with customers, and taking necessary precautions, companies can minimize the risk of injury while maintaining professionalism. Ultimately, prioritizing safety while respecting customer preferences fosters a positive working relationship and ensures a safe environment for all parties involved.

Also don’t forget to reach out to Ken Kirschebaum should you need contracts or forms for your business.  He can even add the correct clauses for just this type of situation.  Ken Kirschenbaum, Esq, Kirschenbaum & Kirschenbaum PC Attorneys at Law, 516 747 6700 x 301, ken@kirschenbaumesq.com, www.KirschenbaumEsq.com

The LLSSA community has lost a dedicated leader this week, Larry Comeaux of Acadiana Security Plus. His commitment to the life safety and property protection industry has been exemplary. Our sympathy and prayers go out to Cindy and the family as they navigate the days ahead. In looking at how to describe Larry there were no greater words we could find than those given when he received his lifetime achievement awards in this video.

Home security cameras have become an essential part of modern security systems, offering homeowners peace of mind by monitoring their property. However, improper installation can reduce their effectiveness and even create legal or privacy concerns. Here are seven critical rules to follow when setting up your home security cameras, along with locations you should avoid.

1. Cover Main Entry Points – The most crucial rule when installing security cameras is to monitor primary entry points such as front doors, back doors, and ground-floor windows. Studies show that most burglars enter through these locations, making them the top priority for camera placement.

2. Ensure High Placement to Prevent Tampering – Mounting cameras high enough to be out of reach helps prevent intruders from disabling or damaging them. Ideally, cameras should be placed at least 9 feet above the ground, ensuring a clear, wide-angle view while making it difficult for unauthorized individuals to interfere with them.

3. Avoid Intrusive or Illegal Locations – While security is essential, respecting privacy laws and ethical considerations is equally important. Avoid installing cameras in places where privacy is expected, such as bathrooms, bedrooms, or areas that could inadvertently capture your neighbors’ private spaces. Check local regulations to ensure compliance.

4. Use Cameras with Night Vision and Motion Detection – A security camera’s effectiveness depends on its ability to capture clear footage in low-light conditions. Investing in night vision cameras with motion detection capabilities enhances security by alerting homeowners to suspicious activity in real time, even at night.

5. Secure Your Camera Network – Cybersecurity is a crucial aspect of home surveillance. Ensure that your security camera system is protected by strong passwords, two-factor authentication, and encrypted connections. Updating firmware regularly and using a secure Wi-Fi network prevents hackers from accessing your system.

6. Angle Cameras for Maximum Coverage – Proper positioning is key to capturing the most useful footage. Cameras should be angled downward slightly to get a clear view of faces and movement. Avoid placing them in a way that creates blind spots or excessive glare from direct sunlight.

7. Regularly Maintain and Check Your System – Routine maintenance ensures that cameras function correctly when needed. Regularly clean lenses, check for firmware updates, and test video storage solutions to ensure that recordings are accessible when required.

Risky Spots to Avoid

• Inside bedrooms and bathrooms: Privacy concerns make these areas off-limits for surveillance.
• Neighbor’s property: Filming beyond your property line can lead to legal consequences.
• Behind obstacles: Avoid placing cameras behind trees, walls, or other obstructions that may limit their view.
• Too close to bright lights: Excessive light exposure can wash out footage and reduce clarity.

By following these best practices, you can optimize your home security system while respecting privacy laws and ensuring effective surveillance. A well-placed and secure camera system serves as a strong deterrent against potential intruders and enhances overall home safety.

During Louisiana’s 2024 Third Extraordinary Session, significant reforms were enacted to the state’s sales and use tax system, effective January 1, 2025. These changes aim to simplify the tax code, broaden the tax base, and adjust tax rates to align with the state’s fiscal objectives.

Increase in State Sales Tax Rate

The state sales and use tax rate increased from 4.45% to 5%, effective January 1, 2025, and is set to remain at this rate until December 31, 2029. Beginning January 1, 2030, the rate will decrease to 4.75%. This adjustment positions Louisiana among the states with the highest combined state and local sales tax rates in the nation.

Expansion of Taxable Goods and Services

The tax base was broadened to include digital products and prewritten computer software access services. This means that sales and use tax now applies to digital goods and services, aligning Louisiana with other states that tax digital transactions.

Modification of Exemptions and Exclusions

Over 200 sales tax exclusions and exemptions were either repealed or retained to streamline the tax code:

• Repealed Exemptions: Certain exemptions, such as those for pollution control devices and systems, and sales of cellular telephones and electronic accessories (e.g., free phones), were repealed.
• Retained Exemptions: Exemptions for sales of raw agricultural commodities and purchases by nonprofit entities that sell donated goods (e.g., Goodwill, Salvation Army) were retained.

Vendor Compensation Adjustments

The compensation for vendors collecting and remitting state sales tax was reduced from $1,500 to $750 per month. Additionally, the vendor’s compensation for local taxes was eliminated.

Local Sales Tax Reporting Changes

Local sales tax collectors are now required to modify their tax returns to include separate line items for sales of prescription drugs and for the sale of manufacturing machinery and equipment. This change aims to enhance transparency and accuracy in tax reporting.

Implications for Businesses and Consumers

Businesses dealing in digital products must now account for sales tax in their pricing and invoicing. The reduction in vendor compensation may impact retailers’ administrative processes. Consumers may experience a slight increase in prices due to the higher sales tax rate and the expanded tax base.

These reforms reflect Louisiana’s efforts to modernize its tax system, broaden the tax base, and adjust rates to meet fiscal needs while aiming for a more straightforward and equitable tax structure.

Clarifications on Taxation of Prewritten Software Access Services in the Security Alarm Industry

The recent tax reforms have raised questions within the security alarm industry, particularly regarding the taxation of prewritten software access services. Here’s a breakdown of how these services are taxed at different stages:

1. Provider to Central Station: When a provider charges a central station for access to prewritten software (e.g., software facilitating alarm monitoring), this transaction is subject to sales tax. The provider is responsible for collecting and remitting this tax.
2. Central Station to Installer: If the central station passes the software access charge to the installer without markup, the central station should not charge sales tax again, provided that the installer furnishes a resale certificate. This certificate indicates that the installer is purchasing the service for resale to the end user.
3. Installer to End User: The installer must charge sales tax to the end user on the software access service. The installer is responsible for collecting and remitting this tax to the Louisiana Department of Revenue.

It’s crucial for each party in the supply chain to maintain proper documentation, such as resale certificates, to ensure compliance and avoid double taxation. For detailed guidance, refer to the Louisiana Department of Revenue’s FAQs on taxable services.

These clarifications aim to assist businesses in navigating the complexities of the new tax regulations. The LLSSA does not claim to be the voice of authority in this matter and all questions should be referred to your Accountant and the Louisiana Department of Revenue at Sales.Inquiries@LA.GOV 855-307-3893.

As temperatures drop, the incidence of carbon monoxide (CO) alarms rises due to increased use of heating appliances. It’s crucial to understand the triggers of these alarms to ensure effective responses. Common causes include blocked vents from snow or ice, animals obstructing flues, or misuse of equipment like running vehicles in garages or generators near living spaces. Modern CO detectors are generally reliable, and false alarms are rare.​

In managing CO alarms, it’s essential to verify that the alarm indicates an actual CO event rather than a device malfunction. Upon receiving a CO alarm, immediate action involves instructing occupants to evacuate and contacting emergency services without delay. This protocol is vital because CO exposure impairs cognitive functions, hindering individuals’ ability to make sound decisions. Consistent application of these procedures can prevent tragedies associated with CO poisoning.​

Regular maintenance of heating systems and proper installation of CO detectors are proactive measures to minimize risks. Ensuring vents and flues are clear and educating occupants about the dangers of CO can further enhance safety during the winter months.​

10th Annual Dealer Conference: Your Gateway to Industry Innovation and Networking

The Louisiana Life Safety & Security Association is proud to announce the upcoming 10th Annual Dealer Conference, set for April 9–10, 2025, at the Natchitoches Events Center in Natchitoches, LA. This premier event is designed to bring together company owners, decision makers, and technicians for two days of robust education, networking, and industry insight.

The Dealer Conference offers a comprehensive experience that caters to every facet of the industry. Whether you’re looking to gain cutting-edge knowledge in the business track, sharpen your technical skills in dedicated technician sessions, or connect with peers at the tradeshow and state meeting, there’s something for everyone. With industry-leading educators presenting the latest in security, fire safety, and technological advancements, you can be assured of top-tier educational content delivered by seasoned professionals.

With a diverse schedule that includes a Welcome Reception, business and technical tracks, and interactive sessions, the Dealer Conference is expected to fill up quickly. We strongly encourage you to register as soon as possible to secure your preferred sessions. Early registration ensures you won’t miss out on the opportunities to enhance your expertise and network with the best in the industry.
For registration details and to reserve your spot, visit the Attendee Registration page.

Take your conference experience to the next level with the innovative Event Application. This dynamic tool allows you to: Network efficiently by connecting with fellow attendees and industry experts.  Build your personalized schedule and organize your day by selecting sessions that matter most to you.  Lastly participate in interactive contests with a chance to win prizes.  The application is designed to make your experience seamless and interactive, ensuring you get the most out of every moment at the conference. Stay tuned for the application’s launch on the Event Application website.

The educational component of the Dealer Conference is a highlight of the event. Sessions are led by industry professionals who bring a wealth of knowledge and practical insights to the table. From current trends to best practices in security and safety, the conference sessions are tailored to equip you with the tools you need to excel in today’s competitive market.

In addition to the educational tracks, the conference features an extensive tradeshow where you can explore the latest products and services from key industry sponsors. With a wide range of exhibitors—from Alarm Monitoring Services and SDi Fire to United Central Control and more—this is your opportunity to discover new solutions and foster lasting business relationships.

The Dealer Conference is more than just a series of seminars; it’s a complete industry experience. Enjoy a Welcome Reception, take part in business and technical sessions, and make valuable connections that will propel your business forward. Don’t delay—register now to ensure you secure your preferred sessions and enjoy all that the 10th Annual Dealer Conference has to offer.

For additional details, including class schedules, venue information, and hotel accommodations, please visit the Dealer Conference page.  Join us in Natchitoches for an event that promises to elevate your professional expertise and expand your industry network. We look forward to seeing you there!

Successful Week of Regional Meetings Showcases LLSSA’s Commitment to Safety and Collaboration

The Louisiana Life Safety & Security Association (LLSSA) recently wrapped up a highly successful week of regional meetings, bringing together industry leaders, law enforcement officials, and dedicated members for a series of dynamic sessions across the state. This week-long event reinforced LLSSA’s longstanding commitment to training, professional development, and community engagement within the security and safety sectors.

Kicking off the week on Monday, February 17, 2025, attendees gathered at the Catfish Cabin in Monroe for an engaging dinner and meeting session. The meeting featured insights Chief Bryan Adams, LA State Fire Marshal, in the direction of the State Fire Marshal’s office.  Captain Craig Honeycutt from the Monroe Police Department provided vital perspectives on local law enforcement collaboration. Vendor tables hosted industry innovators such as Alarm Monitoring Service and United Central Control, offering members the latest in safety technology.

On Tuesday, February 18, 2025, the meeting moved to Top Axe in Alexandria, where participants enjoyed a combined dinner, meeting, and social event. Ron Foreman, LLSSA President, led the session alongside David Allen the Region 3 VP for the LLSSA. Adding to the robust lineup, Chief Bryan Adams returned to share his expertise, while Capt. Kenneth Rachal of the Alexandria Police Department contributed valuable insights into community safety.

The event in Baton Rouge on Wednesday, February 19, 2025, took on a full-day format at Jones Creek Regional Library, combining a CEU Day with lunch and an informative meeting. Monica Wolf, LLSSA Region VP lead the meeting joined by the LLSSA Social Committee Chairperson, Michelle Marsh.   Chief Bryan Adams answered numerous questions providing insight for the attendees. The day not only offered educational opportunities through continuing education credits provided by various partners, including the Baton Rouge Police Department, East Baton Rouge EMS, Tough Dog Security, DSC, and The Fence Workers Association—but also featured vendor tables from key industry players like Alarm Monitoring Service, United Central Control, and Wesco.

Concluding the week on Thursday, February 20, 2025, the Kenner meeting at Brick Oven delivered an excellent mix of dinner, networking, and informative sessions. Mandi Ward, LLSSA Region VP, along with the Committee Chairpersons, led discussions that were further enriched by appearances from Chief Bryan Adams and Chief Keith Conley of the Kenner Police Department. The event also showcased vendor displays from companies including Alarm Monitoring Service, LRG, United Central Control, and Wesco, ensuring that attendees left with a wealth of information on the latest industry advancements.

A successful series of events like this would not have been possible without the generous support of our event sponsors. Special thanks go to our consistent sponsors—Alarm Monitoring Service and Team UCC—whose contributions helped bring these meetings to life. Their ongoing support, along with the efforts of various vendor partners, underscores a shared commitment to enhancing safety and security standards throughout Louisiana.

As LLSSA continues to serve as a cornerstone for training and collaboration since its inception in 1991, this week’s regional meetings have set a high standard for future events. By fostering an environment of learning, networking, and shared expertise, LLSSA reaffirms its role as a vital resource for security, fire, locksmith, CCTV, and access control professionals across the state.

In celebrating the success of this week, LLSSA looks forward to continuing its mission of supporting industry professionals, ensuring that Louisiana remains at the forefront of safety and security innovation.

For more details on the events and upcoming activities, please visit the LLSSA Regional Meetings page.

In Louisiana, the integrity and safety of security and fire protection services are paramount. To uphold industry standards and protect public welfare, the Louisiana State Fire Marshal’s Office (SFM) oversees the licensing and regulation of contractors in these fields. Licensed contractors are encouraged to report any unethical or non-compliant practices by their peers to maintain a fair and safe environment.

A security or fire installer might file a complaint against another contractor for several reasons:

1. Unlicensed Activity: Operating without the proper license undermines industry standards and can jeopardize public safety.
2. Code Violations: Installing systems that do not comply with state fire safety codes can lead to hazardous conditions.
3. Substandard Workmanship: Poor-quality installations may result in system failures during critical moments.
4. Fraudulent Practices: Engaging in deceptive business practices, such as falsifying records or misrepresenting services, harms clients and the industry’s reputation.

To address such concerns, the SFM provides a structured process for filing complaints:

1. Access the Complaint Portal: Visit the SFM’s official complaint submission page.
2. Determine the Nature of the Complaint: Indicate whether the issue poses an immediate threat to life safety, such as fire incidents, overcrowding, locked exits, or impaired life safety equipment.
3. Provide Complainant Information: Enter your contact details to allow for follow-up and clarification.
4. Identify the Subject of the Complaint: Supply information about the contractor or firm in question, including names and addresses.
5. Detail the Complaint: Clearly describe the nature of the violation, including dates, locations, and any relevant circumstances.
6. Attach Supporting Documentation: Upload any evidence that substantiates your claims, such as photographs, contracts, or correspondence.
7. Submit the Complaint: Review all entered information for accuracy before finalizing the submission.

For additional guidance, the Louisiana State Fire Marshal’s Office offers printable and editable complaint forms on their website.

Licensing by the Louisiana State Fire Marshal’s Office is crucial for many reasons.  It ensures licensed contractors have demonstrated the necessary qualifications and knowledge to perform installations safely and effectively.  Licensing ensures adherence to state laws and regulations, promoting uniform standards across the industry.  Clients can have confidence in the professionalism and reliability of licensed contractors.  Licensing provides a mechanism for oversight and recourse in cases of misconduct or subpar work.

By maintaining rigorous licensing standards and encouraging the reporting of violations, the Louisiana State Fire Marshal’s Office plays a vital role in safeguarding both the public and the integrity of the security and fire protection industries.