BUSINESS LAW – PARTIAL BUSINESS PLAN 14
Running head: BUSINESS LAW – PARTIAL BUSINESS PLAN 1
Business Law – Partial Business Plan
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University Name
Date
Business Description
Louisiana, USA is home to many Gaming and Anime companies with a majority of the users having homemade play stations. However, there is a need to have a central point where children can compete and compare prowess in gaming and Anime activities. The main idea of this business plan is to come up with a business that will provide high-end gaming and entertainment services to the residents of New Orleans, Louisiana, USA. The business will focus on importing anime and game products from the Japanese market. The company will be called Otaku Imports, LLC which will be one-stop shop for everything anime, gaming, collectibles, and pop culture. The business will be co-owned by Marcus (USA) and Okiti (Japan). The business will not only target children but also adult as it seeks to spread the Japanese Pop Culture. Otaku Imports, LLC will focus on products and services that have a massive appeal like games, animations, pop music, and videos. Among the games that will be provided include: adventurous, shooting, sport and strategy games. Animations include; Play stations, Xbox, PSP, and Nintendo Wii. Software services such as entertainment, videos, and pop culture will also be available at the Otaku Imports, LLC.
The company will market and sell its products through online platforms with the Amazon.com being the leader in the distribution of the products and services. The company will focus on the quality of the products rather than the number of sales made. Therefore, corporate and middle income earning population are the main targeted customer base. The products will be shipped from Japan through water transport, but air transport will be used depending on the bulk and urgency of the products.
Legal Form of Business
Otaku Imports, Limited Liability Company, LLC, will be a collaboration business between Games Corner in the USA and Otaku Anime in Japan. The merger between the two companies is necessitated by the need to manage the inventory. Games Corner will be involved in the marketing and selling of the imports in the USA while Otaku will be involved in the acquisition and shipping of the products and service. However, the goods will be sold under Otaku Imports, LLC where profit will be shared on 50:50 basis. The legal advantage of this business arrangement is that the company will not have challenges in getting licenses from the two countries: The USA and Japan. Each subsidiary will obtain a license on behalf of the company which eases the registration process. However, the merger will be disadvantaged in that there could be mistrust between the two partners due to the geographical barrier. Moreover, the two countries use different accounting standards which could have an impact on the financial position of the company.
As noted above, the company will sell its products through the online platform. Consequently, a strong marketing plan will be put in place. Mark Stafford, Operations Manager will be in charge of marketing and finance department. He will have a marketing team who will be paid on commission. Jessica Miller will be in charge of supply and chain management and will be tasked with monitoring the shipment of goods, storage, and distribution of goods to clients. Marcus and Okiti are the business owners though Marcus is the Managing Director. Other employees include; operations support staff, technical assistance, cleaner, and an accountant.
Legal Setting of the Business
Being an LLC, there are legal obligations that must be met including an LLC operating agreement. An LLC operating agreement regularly puts forward the rights and commitments of the LLC individuals (counting exit rights). Therefore, the agreement ought to be arranged and executed before opening the business. In the corporate setting, investors will need to work out on how the agreement will be signed. The business also needs a license issued by the federal government of Louisiana, USA.
A business merger must have legal backing for the partners. Therefore, there is a requirement for the partners to sign a contract on how the equity will be contributed and how the profits will be shared. It is advisable for the parties to have legal representatives when drawing and signing the agreement. Permits and licenses are also required when starting the business. For example, the firm will need to have a business license which may be obtained from the Louisiana Department of Revenue, www.Louisiana.gov/revenue. Business is also obliged to pay taxes to both the national and federal governments. Therefore, the owners of Otaku Imports, LLC should ensure that they comply with the tax return regulations of the land.
Gaming and Animation business is legal in the United States of America although there are laws that govern casino regarding underage clients. However, there are minimal zoning laws that affect the business setup. Nonetheless, the business must meet the legal requirements governing the federal and national requirements, as already discussed. Besides, the business must adhere to the local laws and regional laws governing environmental conservation, health standards, and protection of underage from explicit content. Importantly, the firm must adhere to the protection of trademark policy. In particular, federal trademark protection is aimed at enhancing the rights of the trademark owner. Moreover, the United States Patent and Trademark Office protects the content of the owner from plagiarism and piracy. In conclusion, the business must adhere to the stated federal and national regulations.
Location Requirements
As noted earlier, the business will be located in New Orleans, Louisiana, USA. Various reasons necessitate the choice of this location. Firstly, one of the owners is an experienced investor in the region. Games Corner has been providing similar services to the residents over the past 15 years. Therefore, it is hoped that his experience will help in improving service delivery by the new company besides market share retention. Secondly, New Orleans is known for its cultural diversity and love for different culture. Therefore, it is expected that the business will benefit from this potential market. Like many other towns in Louisiana, New Orleans has the potential for business growth. For example, there is a big population to sustain the main gaming cafes in the area. The social amenities (security, energy, and communication network) favor the success of the business in the area. Access to permits and licenses in New Orleans is easier compared to the neighboring cities and states which (an advantage to the business owners).
Business License Research and Costs
Based on the research conducted from the https://www.sba.com/louisiana/ the following are some of the licenses and permits the new LLC will require to operate their business in New Orleans, Louisiana.
Stage 1: Tax Registration
Organizations that work inside Louisiana or get the salary from Louisiana occupants are probably going to owe a yearly assessment commitment. Entrepreneurs are required to enlist for at least one expense exact ID numbers, licenses, or allows, including pay charge retaining, deals and use duty or vender’s grant, and joblessness protection charge (Kleiner & Vorotnikov, 2017). Louisiana Department of Revenue should be contacted to issue the business with the charge account number, which is expected to begin the application procedure.
Stage 2: Business Licenses
Depending upon the idea of LLC business and the products and services offered, the owner might be required to acquire at least one business and word related licenses and allows. Contact the Louisiana Secretary of State to play out an inquiry of the business licenses and allows required for a particular business (Kleiner & Vorotnikov, 2017). This procedure may require unique applications or potentially extra enrolments.
Stage 3: Local Permits
The local government in the city or town will require the business to have permits and licenses. Every district may have its permits. Here are the absolute most basic licenses and allows you may require.
Alarm Permit
Tax Permit
Building Permit
Business License
Stage 4: Incorporation Filing
Most organizations are required to enroll with the Louisiana Secretary of State Office. For instance, if your business is an organization, a non-benefit, a constrained obligation organization or an association (restricted, or constrained risk), you should enroll your business with the state. Be that as it may, if your business is sole ownership, you don’t have to enlist your business with the state, or formally document any familiar names with the province or state.
Stage 5: New Hire Reporting
All businesses are required to report recently, and re-enlisted workers to Louisiana Directory of New Hires inside 20 days of their contract or re-employ information. To start an LLC in Louisiana, one must fill Articles of association with the Louisiana Commercial Division. The articles of association can be done online or by mail at the cost of $100. The state recording charge is $100. In case the filling is done by web, there’s a $5 charge card handling expense and a discretionary $50 charge for 2-day speeding up.
Insurance Requirements
Louisiana businesses are required by the law to have two insurance policies; worker’s compensation and the unemployment insurances. The former is used to pay money related entirely to delegates who end up laid off through means that are not their own while the latter is used to pay specialists who wind up hurt or wiped out while playing out a business related activity. Masters’ compensation insurance incorporation is available through a business transporter, on a self-insured reason, or through the express workers’ compensation insurance program.
Proprietary Rights
Property rights of the investor are restrictive data that might be secured under the law. Regarding this, there is crucial information that the new LLC that must be guarded and may incorporate money related data, protected innovation (ideas, structures, and methods), specialized documentation, fine art, and such. There are various ways in which property rights can be achieved as discussed below:
Patents
There two sorts of patents: first, is a structured patent which secures the appearance or elaborate plan of creation (Lévêque & Ménière, 2004). To get a structured license, your innovation must have another, unique and decorative plan, and be non-obvious. Secondly, it is a utility patent which secures the capacity or strategy for the development.
Trade secrets
An option in contrast to the divulgence prerequisite, time, multifaceted nature and cost of getting a patent is to keep the restrictive data mystery simply. If you have excellent information or abilities, at that point the most grounded upper hand might be not to uncover it. As you would expect, this methodology has its issues; however, numerous endeavors have contended effectively along these lines.
Copyrights
Copyright is lawful security of how somebody communicates their thought. Essayists, writers, artisans and programming software engineers may get this security (Lévêque & Ménière, 2004). Compose a short portrayal of the status of your copyright.
Employment Law and Requirements
Employees are protected by various laws and statutory in the United States of America. The Department of Labor (DOL) regulates and implements more than 180 federal laws in the USA. These laws are used to secure many workplace activities for an estimated 10 million employers and 125 million workers. Some of the labor laws that will be observed by LLC include the following:
Wages and Hours: The Fair Labor Standards Act (FLSA) recommends measures for wages and extra time pay should be put in place for private and public owned business organizations (Kearns, Kaufmann, & McClelland, 2015). The division expects businesses to reward the workers who are employed on a contract basis using the rate that is equal or above the recommended rates by the wage and hour division.
Working environment Safety and Health: The Occupational Safety and Health (OSH) Act requires that employees must be safeguarded against the toxic working environment (Kearns, Kaufmann, & McClelland, 2015). Therefore, the new business must adhere to the provision of a safe and healthy working environment for the workers.
Worker Protection: Most work and open wellbeing laws and numerous environmental laws order informant assurances for representatives who grumble about infringement of the law by their bosses. Cures can incorporate occupation reestablishment and installment of back wages.
When making decisions that are touching the employee’s issues, the management will need to involve the workers’ representatives. As a rule of thumb, it is paramount that the employees are allowed to have a union even though LLC has a few numbers of employees. Moreover, the management will endeavor to give prompt feedback to the queries raised by the employees. This approach is different from the strategy that will be employed by the firm towards the independent contractors where the supply and chain manager will be in charge of the contractors.
There are various taxes that the LLC and other business entities have to pay to the federal and the national government. An investigation from the IRS.gov indicates that the following mandatory taxes are payable by the LLC. If the business has numerous proprietors (like in this case), then the Internal Revenue Service (IRS) will regard the firm as an association, except if the business owners decide to be taxed as a corporation (Bertelli, 2006). In this case, the business does not pay taxes, but every proprietor is imposed by the profit earned. LLC proprietors and individuals are independently employed and accordingly aren’t subject to tax withholding. However, each partner pays self-employment taxes (Medicare and Social Security) every quarter to the IRS and their state charge office. Sales tax is a point-of-procurement charge forced by state and local governments. The buyer pays it and, as an entrepreneur, you evaluate it, gather it and pass it on to the fitting experts inside the recommended time. Moreover, if the LLC owners pay some tax to the local states (state taxes) similarly, you do to the IRS – through your returns. A few states charge an LLC tax on salary earned by that LLC, over the individuals’ pay charge paid.
Purchase Orders and Contracts
The pricing strategy that will be used by the company is significant to the overall success of the firm. Owing to the nature of the business (seasonality in the entertainment sector) I propose that the pricing be contract based. The following pricing strategies have been proposed:
Time and Materials (T&M). Under this pricing agreement, the clients will make payments on an hourly basis and costs of the materials consumed until a certain amount is not exceeded.
Cost-Reimbursement. The owner reimburses the contractor for the costs incurred. Therefore, the contractor can take on financial and operational risks although there is little incentive to control costs.
Besides time and material contracts, there are other types of contract that should be considered by the management of the LLC. Labour contract is significant to ensure a constant supply of goods and services. When outsourcing the contractors, it is essential to make the following considerations. Therefore, the business plan proposes the adoption of a Cost-Plus-Fixed-Fee (CPFF) strategy. According to Berends (2000), CPFF allows the LLC will pay the contractor for costs which will be added to the negotiated fee (fixed dollar amount or percentage). The period at which the prices will be reduced will depend on a subsequent examination of the circumstance of the market and will be done as such with each obstruction strategy including the offers of bulk purchases, group discounts, advancement, and gifts. However, keep up a higher average cost for a considerable length of time sold. These contracts will be signed in a manner that hedges the company during the top seasons. Consequently, the business plan proposes the timelines for the contracts to be annual to help the managers have a constant supply of products and services to the clients.
Torts and Crimes Protection
There are three fundamental torts:
Negligence
Numerous cases recorded against organizations lay on charges of carelessness or negligence. Carelessness implies the inability to practice care. The entrepreneur isn’t committed to shielding trespassers from risks yet the person can’t purposefully hurt the trespassers (Smits, 2006). Most businesses expect individuals to practice practical consideration. Individuals are relied upon to act as an ordinary person would in normal circumstances.
Intentional Torts
An intentional tort is a deliberate wrong committed by one party that hurt another party. The damage might be deliberate or incidental. The term workplace tort implies a deliberate tort that is submitted by a business or manager against a worker (Smits, 2006). Here are a few causes of torts:
Employment discrimination
Wrongful termination
Wrongful demotion
Strict Liability
Strict liability implies a risk that does not depend on the fault. Under the hypothesis of severe risk, an individual or organization might be considered in charge of damage regardless of whether that individual or organization was not careless for instance blasting or forcing the employee to break the law.
Property and Requirements
To start the business, the investor will require various materials and fixtures. Among the property requirement is the store where the imported goods will be stored. Besides, the company will need a work station for the new subsidiaries in Louisiana. Three desktop computers, one laptop and furniture, and fittings are some of the critical requirements of the company. The company also requires a van/truck to distribute products to various subsidiaries in the region. However, the investors do not have enough resources to procure these infrastructures. Consequently, the business plan advice the investor to lease the facility for five years to break-even after 2.5 years.
UCC Considerations
The UCC, or Uniform Commercial Code, expected to solve various legal issues by institutionalizing the laws concerning the importation of goods and services. The code was made by the American Bar Association, however now it’s been embraced by federal states. The main residual hold-out is Louisiana. The UCC commands that any clearance of merchandise over $500 must be made recorded as a hard copy. That is to ensure both the purchaser and the vendor on the off chance that a question comes up (Tajiti, 2014). For entrepreneurs, that implies the agreement of offer ought to incorporate each critical term, including any guarantees or disclaimers.
Other Considerations: Capitalization and access to capital.
Capital incorporates both equity and debt. Equity is raised by the sale of business interests — for example, an offer of stock in a company or an investor interest for an LLC. Equity does not require reimbursement (Bates & Robb, 2013). Debt is commonly confirmed by a promissory note under which the obligation accumulates intrigue and which must be reimbursed at the development date. Therefore, the LLC management should develop a custom of keeping the money as well as other budgetary courses of action at an early stage. If a business wants to raise capital from financial specialists, then it will require the appeal of a securities lawyer who can manage you on consistency with government and state securities law.
Conclusion
From the discussion above, the developer has created a business plan for an LLC that will be dealing with gaming and animation in Louisiana, USA. The idea of this business plan is to come up with a business that will provide high-end gaming and entertainment services to the residents of New Orleans, Louisiana, USA. The store will focus on importing anime and game products from the Japanese market. The products and services that will be provided by the company include: adventurous, shooting, sport and strategy games. Animations include; Play stations, Xbox, PSP, and Nintendo Wii. Software services such as entertainment, videos, and pop culture will also be available at the Otaku Imports, LLC. The start-up process of the business has been discussed with various legal, contract and property requirements being discussed. For instance, Uniform Commercial Code (expected to solve various legal issues by institutionalizing the laws concerning the importation of goods and services) is an important consideration to be made.
References
Bates, T., & Robb, A. (2013). Greater access to capital is needed to unleash the local economic development potential of minority-owned businesses. Economic Development Quarterly, 27(3), 250-259.
Berends, T. C. (2000). Cost plus incentive fee contracting—experiences and structuring. International Journal of Project Management, 18(3), 165-171.
Bertelli, A. M. (2006). Motivation crowding and the federal civil servant: Evidence from the US Internal Revenue Service. International Public Management Journal, 9(1), 3-23.
https://www.sba.com/louisiana/
Kearns, E. C., Kaufmann, A. D., & McClelland, D. M. (Eds.). (2015). The Fair Labor Standards Act. Bloomberg BNA.
Kleiner, M. M., & Vorotnikov, E. (2017). Analyzing occupational licensing among the states. Journal of Regulatory Economics, 52(2), 132-158.
Lévêque, F., & Ménière, Y. (2004). The economics of patents and copyright.
Smits, J. (2006). 2 Private Law and Fundamental Rights: a Sceptical View. In Constitutionalisation of private Law (pp. 9-22). Brill Nijhoff.
Tajiti, T. (2014). Could Continental Europe Adopt a Uniform Commercial Code Article 9-Type Secured Transactions System: The Effects of the Different Legal Platforms. Adel. L. Rev., 35, 149.