Reference no: EM133192175 , Length: 2 pages

Description
About Sugarless Café:

Sugarless Café, situated in Miami, Florida, will be a juice bar/café. This is the ideal place for organic juices, coffees, teas, and more. It offers a variety of options based on your body's needs. Some items we provide include cold-fighting beverages, pre-workout juices, post-workout smoothies, digestive teas, and more. Customers are drawn by the use of sugar substitutes like honey, stevia, xylitol, and coconut sugar. The products are also homemade with gluten-free ingredients such as almond flour, coconut flour, and oats.

Our Beliefs:

Sugarless Café was founded on the principle "you are what you eat." To feel energetic and healthy, we need to consume nutritious, natural foods. During the pandemic, the owners founded this company. Upon researching all the immune-boosting remedies, the founders decided to bring it all together and create this unique shop with immunity-boosting beverages for specific times when your body is feeling down. Furthermore, our health is heavily reliant on the environment. As a result, in addition to guaranteeing that our products are biodegradable or recyclable, we invite customers to bring in a recyclable item for a free 10-minute consult with a certified dietician once a week.

Viability:

Our business is viable because people have become more concerned about their diet and health, particularly since the pandemic. Although most of our competitors have a similar vision, we go a step further by having a dietician give consultations once a week. Furthermore, Miami is considered one of the healthiest cities in the country, and the number of people becoming aware of the negative effects of sugar and processed foods has increased over the last five years. As a result, we created a concept that would meet the present need for healthy foods. Located in the heart of Miami, Brickell. The heavily populated city would attract many customers.

Business Entity

Our law firm has decided to make Sugarless Café a limited liability company (LLC) because we felt an LLC gave us many advantages and more operational flexibility when compared to the other business entities we could choose from. One such advantage of the LLC is the limited liability that it provides to its members. In an LLC, company assets are deemed separate to the personal assets of company members, so if the company were to incur a loss, members would only be liable for the amount of their investments into the company and their personal assets would be protected. Being an LLC with eight members also gives us some flexibility with regard to taxation. Giving us the option to be taxed as a partnership instead of a corporation which would allow us to avoid the double taxation that all corporate entities experience when distributing profits. Instead company profits would be passed through the LLC to all company members who would then pay personal taxes on the profit, which would yield a higher rate of return for us. Another advantage of forming an LLC is the level of flexibility we are given when managing it. Having the option to be a member-managed or manager-managed LLC. Organizing our business as an LLC would also open the door for foreign investment because foreign investors will have the ability to become members with time. The process of forming an LLC and having it based in Florida is relatively simple and only requires a few things to set up. First, we'd file the articles of organization with a local state official. Then we'd create and sign an operating agreement with the aim of hammering out all of the details on how our LLC will be managed and operated (how profit will be divided among members, how potential disputes among members may be resolved, the issue of dissolution, etc.,) Finally we would get an EIN (Employer Identification Number) for our business.

Question

Contractual questions to consider:

I.Dispute resolution

II.Disclaimers/waivers

III.Disclosure

IV.Choice of law/forum

V.Release of liability