# 020 Consultant Architecture — WFAG LLC

*Status: v0.1 · 2026-05-04*
*Parent: 000 Entity Transition Brief*

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## Frame

WFAG is graduating out of "Shalaco does everything" into a properly-supported entity. The job here is not "find one consultant who does it all." It's mapping the **functions** that need an outside professional, naming the **role** for each, then filling the role.

Five functional roles cover 95% of what a small product business needs:

1. **CPA / Tax Strategist** — entity tax planning, tax filing, tax election timing
2. **Bookkeeper** — monthly close, AR/AP, sales tax remittance ops
3. **Business Attorney** — contracts, IP, regulatory questions, dispute response
4. **Insurance Broker** — coverage stack design + annual review
5. **Operations / Brand strategy** — already filled; documented for completeness

Sales tax compliance can be either software (Avalara, TaxJar) or specialist consultant depending on multi-state nexus exposure.

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## Role 1 — CPA / Tax Strategist

| Field | Value |
|---|---|
| **Owns** | Entity tax planning (S-Corp election timing, reasonable-salary modeling), Form 568 + Form 1120 / Schedule C filing, federal returns, FinCEN BOI guidance, capital contribution structuring (sole prop → WFAG asset transfer) |
| **Frequency** | Quarterly check-ins + annual filing engagement |
| **Current** | ⚠️ Unclear if J7 (Jade) covers tax strategy or only bookkeeping. Most small-business bookkeepers handle compliance bookkeeping but punt strategy to a CPA. |
| **Recommended action** | Confirm J7's scope. If bookkeeping-only, retain a separate CPA. Look for one with experience in (a) single-member LLCs in CA and (b) product/inventory businesses. |
| **How to source** | Referrals from SF Made network, fellow founders. Avoid generic "small business CPA" — match for your stage and sector. |

## Role 2 — Bookkeeper

| Field | Value |
|---|---|
| **Owns** | Monthly close, categorization, AR/AP, payroll if any, CDTFA sales tax filing, CA FTB $800 reminder |
| **Frequency** | Monthly |
| **Current** | ✅ J7 Bookkeeping / Jade |
| **Action** | Confirm scope (see Role 1). Add WFAG to engagement letter. Hand them: EIN, Articles, OA once signed, Mercury login (read-only), Stripe access (read), CDTFA login once issued. |

## Role 3 — Business Attorney

| Field | Value |
|---|---|
| **Owns** | Operating Agreement review (Northwest's template is a starting point, not the finish line for someone with multiple operating brands), DBA filings or guidance, contract templates (wholesale terms, customer ToS, contractor agreements), trademark review for "Mr. Bloom's" and "Plant Native Plants Club/Alliance", regulatory questions (CDFA seed law applicability, federal seed shipping), dispute response |
| **Frequency** | Hourly retainer model — engage as needed, ~3–8 hrs/yr at this stage |
| **Current** | ❌ None on retainer |
| **Recommended action** | Find a CA small-business attorney with IP/trademark experience. Even one 2-hour scoping session before scaling brand DBAs is worth the spend. |
| **Cost expectation** | $300–$600/hr in Bay Area for a competent solo or small-firm attorney |

## Role 4 — Insurance Broker

| Field | Value |
|---|---|
| **Owns** | Quote + bind General Liability, Product Liability (critical for seed products), Cyber, possibly Commercial Auto if any vehicle use, Inland Marine for inventory in transit. Annual review. |
| **Frequency** | One-time bind + annual renewal review |
| **Current** | ❌ None |
| **Recommended action** | Find an independent broker (not captive — captive agents can only sell their company's policies). Tell them: product business, seed/biological products, online sales, no employees yet, ~$X annual revenue (use prior year sole prop). Get a Business Owner's Policy quote. |
| **Cost expectation** | $600–$2,500/yr for a starter BOP at this scale |

## Role 5 — Operations / Brand (already filled)

| Sub-role | Person | Status |
|---|---|---|
| Operations / fractional support | **Ian Saunders** | ✅ Signed agreement 04/09/26 under WFAG DBA SFinBloom |
| Brand / consulting | **CJ / Maraan Media** | ✅ Agreement on file, transfers to WFAG per successor language |

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## Optional / Conditional

### Sales Tax Compliance

| Trigger | Solution |
|---|---|
| **CA-only sales** | Bookkeeper handles CDTFA filings manually |
| **Multi-state, low volume** | Avalara AvaTax or TaxJar — automate filings in nexus states |
| **Multi-state, complex** | Sales tax specialist consultant (e.g., Peisner Johnson) |

### Trademark Counsel

If "Mr. Bloom's" and "Plant Native Plants Club" are meant to scale beyond CA, consider USPTO trademark filings. A trademark attorney runs ~$1,500–$3,000 per mark including search and filing. Could be the same business attorney or a specialist.

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## Engagement Sequencing (next 60 days)

1. **Week 1** — Confirm J7 scope. If bookkeeping-only, add CPA search to list.
2. **Week 2** — Two intro calls with insurance brokers; pick one; bind BOP within 2 weeks of EIN.
3. **Week 2–3** — Two intro calls with attorneys; pick one; book 2-hr scoping session covering OA review, DBA strategy, CDFA applicability, trademark strategy.
4. **Week 4** — If CPA needed, two intro calls; pick one; book quarterly cadence.
5. **Ongoing** — Update changelog as each engagement is signed.

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## Decision Log (this doc)

| Date | Decision | Rationale |
|---|---|---|
| 05/04/26 | Treat consultant search as 5 distinct roles, not "find one person" | Each function has different expertise and engagement model |

*(append as decisions land)*