Getting Started in the Business: Entity

This blog entry is part of a continuing series discussing important steps to get started in the alcoholic beverage industry. In addition to choosing a location for your business (discussed in a previous post, here), and before you prepare the applications to obtain the license(s) required to operate your business (discussed in a previous post, here), you will also need to consider what type of business entity should be formed in order to operate your business.

We usually counsel clients to hold their alcoholic beverage license under an entity, rather than as an individual. Formation of an entity that is separate and distinct from its owners offers protection against certain liabilities and may be advantageous from a tax perspective.

The type of entity (e.g., corporation, limited liability company, trust, etc.) and the domicile (state) of the entity can impact how the entity is taxed. Your tax advisor may have an opinion on these issues. If the entity is not domiciled in California and you intend to apply for a California ABC license, the entity will have to qualify to do business in California before you can file your applications. You may also need to register a fictitious business name in the county in which your business will operate and obtain a local business license(s).

In order to establish an entity in California, you will have to file Articles with the Secretary of State. You will also need to prepare corporate bylaws or an LLC operating agreement, depending on which type of entity you form. These documents are very important, as they set forth the specifics about ownership percentages, voting rights, profit distributions, etc. Bear in mind that certain changes in ownership, such as added shareholders/LLC members can affect your alcohol licenses. It is wise to consider carefully who will be an owner of the business entity and whether any ownership changes are likely to occur before submitting your license applications.

Contact one of the attorneys at Strike Kerr & Johns if you have questions relating to forming a business entity in order to get started in the alcohol beverage business.

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ABC law ABC lawyer Alcohol Beverage Law alcohol beverage license

This entry was posted on January 15, 2014.