The State Liquor Enforcement Division (LED) is looking for some basic things.
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• LICENSES ARE NOT UP TO DATE. LED is going to look to see that all the liquor, sales tax, and retail food establishment licenses are current and displayed in a conspicuous location. Make sure you renew all of your licenses before they expire. Also, make sure all your current licenses are displayed in a location that is in view of the public and not covered or obscured by anything. Don’t put your licenses in an office, behind a door, or in a drawer.
• NO MINOR WARNING SIGN DISPLAYED. LED will check for a minor warning sign and make sure it is displayed in a location, visible to the public, with unobstructed views. CRA can provide members with this sign free of charge.
• INVOICES AND RECEIPTS FOR LIQUOR PURCHASES CANNOT BE LOCATED OR ARE DISORGANIZED. LED will ask to see invoices and receipts for all liquor purchases made by the licensed establishment. Licensees must have the current and previous three years' invoices and receipts for all liquor purchases on-site. The law implies the invoices must be the original, but LED will allow you to provide copies or scans. Local enforcement may require you to provide the originals – be sure to check with your local licensing authority. It is recommended that you file your invoices and receipts by distributor or retail purchase in separate files, by year. Disorganized records can be a red-flag for inspectors.
• REGISTERED MANAGER IS NOT UP TO DATE. LED will check to see if the manager of the establishment(or the person performing the tasks of a manager) is the person registered on the liquor license. The establishment’s manager is required to be named on the license through the local and state licensing authority. If the manager of an establishment changes, the licensee has 10 days to notify the local licensing authority and 30 days to notify the LED.
• FOOD IS NOT BEING SERVED PER YOUR LICENSE REQUIREMENTS. LED is going to ensure that the appropriate food is available for purchase depending on the type of license the establishment has. Hotel and restaurant licensees must serve meals between the hours of 8am and 8pm and at least meals or light snacks and sandwiches served after 8pm while the establishment is open and serving drinks. Tavern licensees must serve light snacks or sandwiches whenever the establishment is open and serving drinks.

​If you’re thinking of starting a business (or already have a business in the works), make sure that the name you use is not already taken.  Original names are essential for three reasons:  marketing power, clarity, and trademark infringement avoidance.  For example, if you’ve decided to open a coffee shop, it’s fairly easy to determine that the name “Starbucks” is not an option.  But, what about “Smith’s?”  And what happens if the “Smith’s” trademark is an auto insurance company in your town? 
 
What’s Really in a Name When it Comes to Business Trademarks?
 
Before attempting to trademark your business’s name, find out if the name is available on the U.S. Patent and Trademark Office’s website.  TESS, the Trademark Electronic Search System database, will indicate whether someone else has already claimed the name or symbol you want to use. 
 

• While U.S. trademark protection is granted to the first company to use it in its operational geographic area (regardless of registration), a company that grabs the trademark first will generally have a stronger case in court.

 

• In some situations, the similarities between names or symbols may be negligible.  That’s where an experienced business attorney with intellectual property experience can help. 

 
Often, there’s generally a way to accommodate both companies – especially when it comes to businesses with similar names, but dissimilar products (the “Smith’s” example above); those whose geographical locations may not conflict; and those whose names are too generic (for example, “The Clothing Store”).
 
Domain Extensions as Trademarks
 
In today’s marketplace, many businesses have both a physical location and an online presence.  The question then becomes whether to trademark the company name (for example, Amazon), the URL (www.amazon.com), or both.  It’s generally recommended that companies with an internet presence not register their web extensions (such as .com, .net, etc.) with their name unless planning to register the mark both with and without the web extension.  The reason is that other businesses registering the same name can do so by just adding a different (non-registered) extension and cause a great deal of confusion for customers.
 
A prime example is Craigslist.  The multi-purposed classified ad site is technically a “.org” site, but those who searched for craiglist.com or craiglist.net were often led astray.  The company now has trademarks for all, so typing in the latter extensions now brings you to the main .org site.
 
If you have questions about business trademarks, call our office and we’ll guide you through trademark protections so your business and your efforts are protected.

​You and several friends start a new business and decide to operate it as a limited liability company (LLC). Now that you’ve completed the  first step—choosing a business entity—it is now important to prepare an operating agreement. The operating agreement is a contract which governs the operations of the LLC and sets forth the arrangements made among the members, including their rights and responsibilities upon the withdrawal of a member.  Although departure from the business may be the last thing on anyone’s mind, it is important to plan ahead. A non-competition, or non-compete, clause can help protect the company from harm inflicted if a former member decides to form a competing business.
What Is a Non-Competition Clause?
A non-compete clause protects business assets like goodwill, confidential information, and trade secrets by preventing the former member from using the knowledge gained while participating as a member of the LLC to compete against the LLC.
If the operating agreement contains a non-compete provision, a former member can be precluded from engaging in a similar type of business directly or indirectly in competition with the LLC. If the operating agreement does not contain such a clause, the former member is free to compete with the LLC.
In addition, the non-compete clause may prevent the member from soliciting the LLC’s clients or customers for business. Usually, such provisions take effect after the relationship has ended, although they sometimes may preclude members from competing with the LLC during their membership in the LLC.
Because non-competition provisions place restrictions on the former member’s ability to secure future employment, they will only be enforced if they are not unduly burdensome. Consequently, they must only restrict competition for a reasonable period of time and in a reasonable geographic area, Additionally, the scope of the services the former member may provide in a competing business must not be unduly restricted.

• Note that the standards for the enforceability of non-compete clauses vary from state to state, so it is important to work with an experienced business planning attorney to ensure your non-compete clause and LLC operating agreement are enforceable. For example, in some states, the LLC statute imposes a duty not to compete on managers and members that must be explicitly waived in the operating agreement to avoid applicability.

Does My LLC Really Need One?
Members of LLCs often have intimate knowledge of the business, such as its trade secrets, confidential information, and customer lists. If  members are permitted to compete with the business immediately after they withdraw, and in the same geographical location, the financial success of the original business could be jeopardized.
Although many LLCs are formed by small groups of friends or family members who get along well and trust each other in the beginning, you cannot ignore the possibility of a dispute arising in the future. Circumstances can change, and it is important to try to prevent disagreements from undermining the success of your business. Including a non-compete clause in your operating agreement will help ensure your business is protected against a preventable harm.
We Are Here to Help
If you are interested in protecting your new or existing LLC, we can help you draft or amend your operating agreement to include key provisions such as a non-compete clause, as well as others specifically tailored to meet your business’s needs. Please give us a call today to set up a consultation.