Legal Business Consideration

  1. What form of business organization will best protect you when you start your ice cream store and why?

Based on the in-depth reading of the relevant case, the best form of business organization which will be able to protect me for starting an ice cream store is Limited Liability Companies. LLCs is the best choice because of limited liabilities, flexible and lower taxations, flexible ownership structure and ability to end the company. First of all, unlike other business forms, members of LLCs do not have personal liability for the company’s debts and obligations.

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In other words, members are just liable for the debts, obligations and liabilities of the company only to the extent of their capital contributions. For example, Roberto copied the logo on a cheese package, so someone in that cheese company might sue us because of the violation of the intellectual property protections. If I lose the case, they cannot take my personal assets for Roberto’s liability because my business is LLCs with limited liability. According to the U.S. Small Business Administration (SBA), “an LLC is not a separate tax entity, so business itself is not taxed.” This means that the income or losses of the company will flow through to members’ individual tax returns, and then they are to pay it through the personal income tax. Furthermore, Roberto and I also can elect how the company is taxed either as a corporation or as a corporation. This illustrates that our company is still able to avoid double taxations. In term of the flexible ownership structure, our LLC can be either a member-managed LLC or a manager-managed LLC. However, it does not matter what type of the structure of the company is. Roberto and I still have a say in management without losing our limited liability. Each member will have equal rights to manage the company. According to the website www.nolo.com – a website composed by many legal lawyers, “under the laws of many states, unless your operating agreement says otherwise, when one member wants to leave the LLC, the company dissolves.” This means that if I have some troubles with Roberto or do not want to continue operating the company, I will be able to leave the company. No one can prevent me from doing that unless the operating agreement between Roberto and I says so.

  1. Are there any intellectual property protections you should take for your business name and logo? What are they and why? How do you know if you can use this name and logo?

I should take Trademark for my business name and logo because it allows me to get legal protection for the name and logo of the company. According to the United States Patent and Trademark Office (PTO), “a trademark is a word, phrase, symbol or design, or a combination thereof, that identifies and distinguishes the source of the goods of one party from those of others.” This means that I will have a legal presumption that our business is the owner of the mark and has the exclusive right to use this mark nationwide with our goods and services by registering a Trademark. To know whether I can use this name and logo, I will file an application with the PTO in Washington, DC wherein I designate the name and logo of the company that I am requesting to be registered. If our mark does not violate any existing marks, and other requirements for registering the mark have been met, the PTO will register that mark. Otherwise, we might use the Trademark Electronic Search System (TESS) on the website of PTO to check the mark existed or not based on the USPTO’s database. This is the link: https://tmsearch.uspto.gov . As a result, we can use them for the company.

  1. Are there any food laws must you comply with regarding the manufacture of ice cream in the US? What are they? ( summarize in two- three paragraphs please )

According to the Code of Federal Regulation Title 21, Volume 2 (CFR), ice cream is defined as a particular dairy products which have a certain percentage of milkfat and nonfat milk solid with a required minimum weight a gallon. The codified standards for the ice cream industry involves ingredient composition, optional ingredients, nomenclature and labeling. For ingredient composition, ice cream must contain certain minimum percent of milkfat and nonfat milk solids in the finished food (at least 10 percent milkfat, and not less than 20 percent total solids). Some certain bulky ingredients’ weight used in making ice cream must be multiplied by 2.5 or 1.4 depending on whether they are fruit, nuts, chocolate or cocoa solids. Milk as mentioned must be cow’s milk. The “total solids” mentioned are a variety of different components, such as protein, sugar, fat and other ingredients. A certain amount of optional dairy ingredients, caseinates and hydrolyzed milk protein must be generally recognized as safe with the maximum amount of included whey and the specific allowable levels of acidity by FDA. Additionally, the fat content will be determined by using the method designated under “Fat, Roese-Gottlieb Method – Offical Final Action.” The name of the food must be ice cream if the content of the egg yolk solids does not exceed the specific amount for ice cream. The name of the ice cream on the container is also distinguished by natural flavorings, artificial flavoring or the combination of natural and artificial flavorings. According to FDA, Congress passed the statute called the Nutrition Labeling and Education Act (NLEA) which required food manufacturers and processors to disclose the nutrition information on food labels, including the amount of saturated fat, calories, saturated fat, cholesterol, and other substances contained in the food. So the manufacture of ice cream is not an exception. Each of the ingredients must be disclosed on the label as required by the applicable sections of parts 101 and 130. However, the manufacturers of ice cream do not need to declare the artificial color except as required.

  1. Company Description

The Laughing Cow Creamery Being fall in love with tasty creamy flavors, two best-friends Thuy and Roberto shared a dream to create a new ice cream store named Laughing Cow Creamery. After their graduation, the first Laughing Cow Creamery store was found as the Limited Liability Company on December 2013 in Georgia. Our store desire to bring over 50 tasty cool flavors with the highest quality throughout the year by operating the fully automatic systems. No matter who one is or where one lives, Laughing Cow Creamery will try to provide you the finest ingredients in the ice cream industry. Laughing Cow Creamery target all individual costumers of mostly all ages. College students and kids are very welcome to our store to get up to 50 percent discounts. With over 50 tasty cool flavors, Laughing Cow Creamery are able to provide our consumers year-round flavors, seasonal flavors, sherbet flavors, no sugar added or low fat flavors throughout the year. If the business grows as expected in a long term, we are planning to expand over 500 stores in the United States. Our friendly personnel will be pleasant to serve customers seven days per week from 7:00 AM to 9:00 PM. Works Cited “21 CFR 135.110 – Ice Cream and Frozen Custard.” LII / Legal Information Institute. N.p., n.d. Web. 19 Sept. 2014. <https://www.law.cornell.edu/cfr/text/21/135.110>. “CFR – Code of Federal Regulations Title 21.”CFR – Code of Federal Regulations Title 21. N.p., n.d. Web. 19 Sept. 2014. <https://www.accessdata.fda.gov/scripts/cdrh/cfdocs/cfcfr/CFRSearch.cfm?fr=135.110>. Cheeseman, Henry R. “Chapter 8: Intellectual Property and Cyber Piracy.”The Legal Environment of Business and Online Commerce: Business Ethics, E-commerce, Regulatory, and International Issues. 7th ed. Upper Saddle River, NJ: Pearson/Prentice Hall, 2013. 167-74. Print. “Limited Liability Company (LLC) | The U.S. Small Business Administration | SBA.gov.”Limited Liability Company (LLC) | The U.S. Small Business Administration | SBA.gov. N.p., n.d. Web. 19 Sept. 2014. <https://www.sba.gov/content/limited-liability-company-llc>. “LLC Basics. Limited Liability Company Business Structure | Nolo.com.”Nolo.com. N.p., n.d. Web. 19 Sept. 2014. <https://www.nolo.com/legal-encyclopedia/llc-basics-30163.html>. “Trademark Electronic Search System (TESS).”Trademark Electronic Search System (TESS). N.p., n.d. Web. 19 Sept. 2014. <https://tmsearch.uspto.gov/>.

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