Company, Permits, License and Agencies

My company's name is "Softy Whitey, LLC," and we make soft and cute toilet paper for people who want a happier life. Greenville, South Carolina is the home of Softy Whitey, LLC.
Our Goals
To act on the basis of truth and dignity. To take our duties seriously and to always try to do the right thing for the good of the customers, clients, workers, and the community in which we operate and live. To firmly and strongly focus on our mission of manufacturing, developing, and delivering products of superior quality in the market with the sole purpose of improving the day to day life of our customers. Our

Business Values

The three pillars of Softy Whitey, LLC are quality products, employees, and customers. Our products are designed with a lot of care to meet the taste and needs of our customers. It is our believe that sustainability and success of Softy Whitey, LLC in the market lies in our capacity to acquire professionals who are dedicated to working hand in hand.

Requirements for Doing Business in My State

Choosing a name for the LLC

Articles of organization

Appointment of a registered agent

Operating agreement,

Required State Licenses and Permits

IRS Employer Identification Number

Local and state business licenses

State LLC tax

Local Agencies with Which I Will Need to Register and Required Local Permits or Licenses

State’s registered agent

South Carolina Department of Revenue

B. Three Rules that Must Apply When Naming an LLC.

The three rules which must be applied while naming a Limited Liability Company.

The name of the company must not be the same as the name of any other Limited Liability Company in your state.

The name must specify that it is a LLC within it. That is either Limited Company or just LLC.

The name of the company should not include any words which are restricted by the State in which it is being registered. For instance, names such as Insurance and Bank.

C. Articles of Organization

List of my Articles of Organization.

The Softy Whitey, LLC hereby adopts the articles as follows:

1th ARTICLE

Name

The LLC’s name is: Softy Whitey, LLC

2nd ARTICLE

Mailing and Principal Address

2.1 The initial designated principal office’s street address is:

Greenville, South Carolina

2.2 The mailing address is:

___________________________________________

3rd ARTICLE

Registered Agent

3.1 The registered agent’s name is: ______________________

3.2 The street address is: _______________________

4th ARTICLE

The Acceptance Statement by Registered Agent

I, ____________, hereby accept that the signatory corporation or individual assents the appointment as the Primary Registered Agent of ________________, the LLC as entitled in these Articles of Organization.

____________________________________

Registered Agent

5th ARTICLE

Duration

The LLC period shall be __________.

6th ARTICLE

Management

This LLC is ___________managed.

7th ARTICLE

Members

The LLC’s members are as follows, along with their addresses:

______________________________________________

______________________________________________



______________________________________________

8th ARTICLE

Initial Contribution

9th ARTICLE

Purpose

The purpose in lieu of the formation of the LLC is to conduct all and any legal business as intended pursuant to __________ statute, with inclusion of but not limited to: ______________________.

10th ARTICLE

Liability

Pursuant to __________ law, any and all liabilities, obligations, and debts, of

Softy Whitey, LLC are exclusively the responsibility of the LLC. Any member or manager of Softy Whitey, LLC is hereby not individually legally responsible for such liabilities or debts solely by purpose of their title.

11th ARTICLE

Organizer

I, ___________, living at _______________, implement these Articles of Organization on ____ day of _________, 20____.

_________________________________

Organizer



The Articles of Association describes in detail the purpose of the company along with the responsibilities and duties of its members (Attard and Robert 24). It acts as the constitution of the company. The mandatory aspects of the articles of association include Mailing and principle address, the acceptance statement, the duration of the company, purpose, liability and members. The articles must be filed with the Registrar of Companies.

D. LLC Operating Agreement

Definition

An LLC Operating Agreement refers to a document which makes uniquely, the terms and conditions of a LLC in agreement with particular requests of the owners. The LCC Operating Agreement also outlines, in a structured manner, the functional and financial decision-making. In spite of writing an Operating Agreement being a non-mandatory obligation for a majority of the states, it is even so considered as one of the crucial documents that ought to be included while forming a Limited Liability Company.

Issues that are detailed in an LLC Operating Agreement

The ownership of each member in the form of a percentage.

The voting rights and responsibilities of the members

An outline of the powers and duties of the members

The loss as well as profit amongst members

The rules and regulations allied to taking votes and holding meetings.

The issues that are related to the Limited Liability Company’s management.

The buy-sell and buyout provisions, in the event, that a member of the Limited Liability Company wants to sell his/her share and leave. It also incorporates the actions that should follow the demise of one of the members of the company.

Whether the LLC Operating Agreement can be considered a Binding Agreement

Once signed by the members, the LLC Operating Agreement, acts as a binding set of regulations and rules that they should observe. The significance of the document is to allow the owners of the Limited Liability Company to govern the internal operations based on their specifications and rules. In case the LLC Operating Agreement is not drafted, it follows that the company will be run by the default rules of the state within which the company is registered.

E. Managing and Operation of Your LL

Southern Carolina State does not requires a written document that explains how the company will be managed. However, some details on the management of the company are capture in the articles of organization.

The Difference between a Member-Managed and a Manager-Managed LLC

With a member-managed LLC, all members (which is how most states refer to owners of an LLC) take part in company management and operations equally. Similarly, each agent has a vote in important decisions and can make determinations on behalf of the enterprise. Still, contracts and loan agreements tend to require majority approval. On the other hand, with a manager-managed LLC, only certain members, non-members, or a combination of the two control business operations. The other members act as passive investors who don’t have a vote in operational decisions. While both options offer great benefits, such as pass-through taxation and legal protection, they also have some significant differences that can affect your company’s success.

Member-managed LLCs allow all members to share in the decision-making process. Unlike big corporations and manager-managed LLCs, the member-managed groups don’t have officers or boards of directors. Because they don’t require a separate management level, member-managed LLCs tend to cost less to operate, making them more popular among small businesses. Budgetary factors aren’t the only concern when choosing an LLC’s management type. Agents should also consider the role they plan to play in future company operations. If your members intend to create goods, provide services or otherwise work directly with your customers, you should set up your LLC as a member-managed organization. For this reason, member-managed LLCs are popular among retail shops like bakeries, restaurants and clothing stores.

In Manager-Managed LLCs, not all businesses are suited to the member-managed structure. A manager-managed option is preferable if its owners wish to take a more passive role. For example, LLCs with investor members often select the manager-managed structure. This structure enables a dedicated manager or team to make decisions without a consensus from all shareholders. This option is particularly valuable for large companies with multiple members and shareholders. If you have a large number of members, making decisions as a group can be difficult if not impossible. By creating a manager-management structure, you can streamline this process and ensure operations remain efficient, even if all shareholders can’t get together in one location for a vote. Additionally, this option frees up the members to focus on those aspects of running a business that matters to them.

Which of the Two the States Allows

The South California state allows for Member-managed LLCs where all the members take part in decision making (Hammond 32). In case it is Manager-Managed LLCs, one of the members of the company should take part in management (Hammond 32).

State Laws that Apply when Selling in Different State

Must register with the Foreign Secretary of State.

Must pay a filing fee. The fee varies from one state to another.

The application must be followed by a certificate of legal existence from the foreign home state of the LLC (Tricker 66).

The certificate should not be more than 30 days old.

Withdrawal by a Member from an LLC

The term that is given to the withdrawal by a member from an LLC is Exit Stage Left. Withdrawal differs form a partnership, a limited partnership, or an LLP in that a member may not have the right to withdraw from the LLC. Unless the operating agreement states otherwise, the member who has withdrawn from the LLC barred from being as assignee as well as being deprived of information and managements rights.

F. Regulations, Laws, and Compliance

LLC Name Selection

Every LLC must have a unique name that clearly indicates it limited liability status. In most states, a person can check to see if the LLC's name is unique by using a name search function on the state Secretary of State's website (). The LLC name must include a designated suffix such as "LLC," "Limited Liability Company" or "Ltd."

Formation

To form an LLC, Articles of Organization need to be filed with the Secretary of the State. These documents are short, contain basic information and are roughly equivalent to a corporation's Articles of Incorporation. A registered agent must be appointed and a registered street address selected so that the state government can send official communications to the LLC. The Office of the Secretary of State will also need the names of the LLC members, along with certain other information that varies from state to state. Many states offer fill-in-the-blank forms that can be downloaded from the Secretary of State website. A filing fee of up to several hundred dollars is charged upon filing.

Management and Operations

An LLC does not have to appoint a board of directors and does not have to keep minutes of meetings. It may be member-managed, or it may be managed by non-members. Some states require at least one manager to be a member. Since LLCs are not nearly as densely regulated as corporations are, they have broad freedom to operate as they see fit. Nevertheless, certain restrictions apply; in many states, for example, an LLC may not require the unanimous consent of members to dissolve itself. Management and operational policies should be spelled out in an operating agreement, although this is not required by law.

Transfer of Shares

An LLC operating agreement can specify policies for the transfer of member shares. It may require, for example, that an LLC member offers his shares to the other members before selling them to a non-member. It is also acceptable for an LLC to allow a member to assign the economic benefit of his shares to a non-member while retaining his voting rights.











Point of Sale (POS) and Banking for Your LLC









Dollar amounts

number of transactions per day



South State Bank

$333.1 million

$ 2000 for pin and signature transitions.

No limit of the number of transactions.



Green Cloud Technologies

$32.8 billion 

10 billion daily transactions



PureCars Automotive

$3.44 billion

6 billion dailytransactions







H. Product Liability

There are five basic elements that a plaintiff must proof under negligence.

That the manufacturer owed the plaintiff a duty.

That the manufacturer breached that duty beyond a reasonable doubt.

That the actual cause of the injury to the plaintiff was the breach of duty.

That the breach of duty also was the proximate source of the injury.

That as a result of the negligent, the plaintiff suffered the actual (Prince 80)

The law, in product liability, requires a company to exercise a reasonable standard of care for the people who are experts in the manufacture of similar products (Sherrow and Alan 28). Even though the plaintiff must first showcase that were it not for the negligence of the manufacturer, he or she would not have been injured (Sherrow and Alan 28).

I. Patents & Intellectual Property

Definition

A trademark is a design, symbol, or word that distinguishes and identifies the source of the goods of a party from those of other parties (Yeh 12). On the other hand, copyright is an exclusive legal right that is given to an assignee or originator to record, film, perform, publish, or print musical, artistic or literal material and to give authority others to do the same (Cornish 30). A patent is an authority or license given by the government conferring a right or title for a fixed period, specially the exclusive right to bar others from selling, using or making an invention (Yeh 14).

How Trademarks, Copyrights, and Patents are Different and Related

Whereas trademarks act in protection of any symbol which indicates the origin or source of the services or goods to which it is affixed; copyrights act in protection of the specific creative expression of an idea through any artistic or creative expression medium (Cornish 32). On the other end, patents function in protection of the functional expression of an idea rather than the idea itself. The three are related in that they all protect the originality of ideas.

How One Qualifies For A Patent or Patent Protection

The invention must cover the subject matter defined as patentable by Congress.

The invention must be useful or rather have utility.

The invention must be new or novel.

The invention must meet the criteria of ‘non-obvious.’ In other words, its function or use cannot be the logical step that follows an invention that is already patented.

The invention must be free of any disclosure to the public before the application of the patent (Cornish 36).

Validity of a Patent and Remedies for Infringement

A patent for utility is varied for ten years while that of an invention is varied for 20 years as from the date it was filed (Yeh 16). Remedies for patent infringement include the burden of proof, defenses in the suit of infringement, administrative and civil (Yeh 16).

J. Hiring Employees

As an employer, I am obligated to complete an Employment Eligibility Verification Form commonly referred to as an I-9 form within three days (Tricker 62).In the Employment Eligibility Verification Form have to establish the identity of the employee in part 1, review the documents of the employee in part II, fill part III in the case of re-hiring. The form is completed by the employee to verify their eligibility to work in the United States. The document is not filed with the government but is kept with other employment records by the employer (Tricker 62).

K. LLC Taxes

The state imposes annual fees on LLCs formed under the state's law (Kwall 42). The States also impose moderate levels of tax on LLC income or profits derived from activity within the state. The IRS treats the LLC as a disregarded entity or a partnership, depending on whether it has one member or more than one member, respectively (Kwall 46). An LLC may elect to be taxed as a C corporation, and if it qualifies, it can elect to receive S corporation tax treatment. There are no there any city or municipal income taxes.

L. Advantages and Disadvantages of LLC

Advantages

Limited Liability. Each member of a LLC is protected from personal liability for the business actions and decisions. In this regard, the personal assets of the members are exempted.

Less Recordkeeping. In comparison with other entities such as S-corporation, a limited liability company has low startup costs with less registration paperwork.

Sharing of Profits. Restrictions concerning profit sharing within a limited liability company are fewer. The distribution of profits is left for the members to decide.

Disadvantages

Limited Life. In a majority of the states, a LLC is dissolved when a member withdraws. In this case, the affiliates must fulfill all the outstanding business and legal and obligations to terminate the LLC.

Self-Employment Taxes. Every member of a LLC is considered to be self-employed and therefore must pay tax to Medicare and social security (Kwall 48). Furthermore, the gross income of the LLC is subject to taxation.

A member who has withdrawn from the LLC barred from being as assignee as well as being deprived of information and managements rights.

M. Dissolution of the LLC

A limited liability company can be dissolved under three conditions:

Judicial dissolution is issued by a court. A court can dissolve a business for failure to comply with state laws or failure to pay its taxes (Davies 72). More common, however, is judicial dissolution as a result of a lawsuit brought by disgruntled LLC members who wish to unravel their business ties.

Administrative dissolution is imposed by the Secretary of State's office. It is usually the result of failing to either comply with state law or file an annual report. The power of the Secretary of State, however, is broad, and in many states, an LLC can be dissolved for nearly any reason the Secretary deems fit (Gomtsian 67).

Voluntary dissolution is the result of members willingly choosing to close their business. This can happen in two ways. First, members can determine certain dissolution-triggers, such as the death of a member, which are written into the LLC operating agreement. Second, members can cast a vote to dissolve the company at any time (Gomtsian 70)

The dissolution is achieved at the state level. One must file Articles of Dissolution or a Certificate of Dissolution with the Secretary of State (Gomtsian 78). Once approved, the company is deemed to be technically dissolved, although this is hardly the end of the line. If the LLC conducted business in other states, I would need also to file cancellation or withdrawal documents in those states. This will ensure that I am not fined for unfiled annual reports in those states. I will also need to file a final tax return with the appropriate state agency and the IRS. The IRS provides a Closing Business Checklist with additional filings that must be submitted where applicable (Hammond 40). Since the company has employees, I will have to pay the final payroll taxes. Failure to do so, the IRS can seek restitution from me, personally, as well as from anyone who signs my payroll taxes. Any business licenses issued to my LLC should also be canceled (Davies 74).











































Works Cited

Attard, Robert, and Robert Attard. Responsibilities of Officers of a Limited Liability Company. Malta Institute of Management, 2010.

Cornish, W R, et al. Intellectual Property: Patents, Copyright, Trade Marks and Allied Rights. Sweet & Maxwell, 2013.

Davies, Paul. "4. Limited Liability." Introduction to Company Law, 2014, pp. 70-102.

Gomtsian, Suren. "Exit in Limited Liability Companies: Theory and Evidence from Business Organization Contracts." American Business Law Journal, vol. 53, no. 4, 2016, pp. 67-94.

Hammond, Mark. "BUSINESS FILINGS FAQS." South Carolina Secretary of State, 2017.

Kwall, Jeffrey L. "The Federal Income Taxation of Corporations, Partnerships, Limited Liability Companies and Their Owners." SSRN Electronic Journal, 2014.

Prince, D. W. "The Effects of Product Liability Litigation on the Value of Firms." American Law and Economics Association, vol. 4, no. 1, 2012, pp. 44-87.

Sherrow, Victoria, and Alan Marzilli. Product Liability. Chelsea House Publishers, 2010.

Tricker, Bob. "The Limited Liability Company." Corporate Governance: An International Review, vol. 19, no. 4, 2011, pp. 58-97.

Yeh, Brian T. Intellectual Property Rights Violations: Federal Civil Remedies and Criminal Penalties Related to Copyrights, Trademarks, Patents and Trade Secrets. Congressional Research Service, Library of Congress, 2016.