Group Project
BUSI-3324 Business and the Law
Scenario #3
OPEN FOR BUSINESS
Scenario:
Suzy is currently a career prosecutor, but she is not as fulfilled as she
used to be and wants a change. In her spare time, she loves to bake.
She bakes cookies, cakes, pies, and brownies. Her smores bars are the
best in town, and, as a result, she has been selling her baked goods at the
local farmer’s market. After some encouragement from family and friends,
Suzy decides to start a store-front bakery in Midland. She decides to purchase
a little old dilapidated house on Andrews Highway and open a storefront
where she will sell her baked good, do custom party cakes, and teach a
variety of classes. Oh man, she is going to need a lot of flour!
-Choose an entity form, and if dictated by the type of entity chosen, “form” the entity
by choosing a name, a state of formation, drafting a certificate of formation or
incorporation, and the governing document of the entity, such as bylaws, a partnership
agreement or a company agreement. If you have chosen an entity with limited liability
protection for the owner, you may also likely need a written memorandum
Of organizational meeting, or to hold such a meeting and prepare notes from the meeting.
Negotiate a supply contract with a distributor for an item or items that Suzy will be
need constant access to for her bakery.
______________________LEGAL OFFICE MEMORANDUM___________________________
Document Ref: DBQLJ-8NU42-LFNLK-RUREM Page 1 of 11
To: Stacy Baran, Senior Partner
From: JDM, Attorney
Re: Suzy’s Smores n’ More Bakery, New Business Entity
Date: June 10, 2021
______________________________________________________________________
As of today, June 10, 202, JDM attorney is stating in this legal memorandum that our
services were requested by Ms. Suzy Davis, she has decided to start a new business
“Suzy’s Smores n’ More, LLC”. The new business is identified as a bakery where Suzy
Davids intends to sell her handmade treats.
BUSINESS DETAILS
Suzy’s goal is to purchase the residence located on Andrews Highway, Midland
TX. Since the place mentioned does not count with materials needed to begin the
business desired, it is expected to implement a negotiating process as well as the
investment and risk of the buyer. The purchase of the property will be in stages giving
immediately a sole ownership to Suzy. The selling party will guarantee a smooth
transfer for both parties. Since a patent is involved, the whole method of knowledge of
contractual terms like funding and price are exclusive to the deal and kept completely
private, also any changes made after the purchase are the responsibility of the
purchase party.
The contract must adhere to all civic and economic requirements of the state of
Texas and the jurisprudence would be entirely within the state of Texas and could not
be contested anywhere else. The property purchase process will take 7 years
approximately from the date of ownership transition, the process of purchase will be
made through monthly payments (ownership shall be transferred to Suzy with
immediate effect as the last payment has been completed within the 7 years contract.)
The property in Andrews Highway, Midland Tx is not required to hold any shares of the
existing market value for security purposes.
Entity Form:
Document Ref: DBQLJ-8NU42-LFNLK-RUREM Page 2 of 11
1. LLC (Limited Liability Company)
a. A Bakery can possibly create benefit, develop consistently, and convey a
moderate measure of hazard. A limited liability company (LLC) is the correct
decision for any genuine pastry kitchen proprietor who is hoping to: Protect their
own resources. Have charge decisions that advantage their primary concern.
Name:
1. Suzy’s Smores n More, LLC
State of Formation: TEXAS
Certificate of Formation
Limited Liability Company
Article 1- Entity Name and Type
The filing entity being formed is a limited liability company. The name of the entity is:
Suzy’s Smore n More, LLC
Article 2- Registered Agent and Registered Office
● The initial registered agent is an individual resident of the state whose name is set forth below:
Texas
The business address of the registered agent and the registered office address is:
Street Address: Andrews Highway, Midland TX
Consent of Registered Agent
– The consent of the registered agent is maintained by the entity.
Article 3- Governing Authority
– The limited liability company will not have managers. Management of the company is
reserved to the members. The names and addresses of the governing persons are set
forth below.
Managing Member 1: (Business Name) Suzy’s Smore n More, LLC
Address: Andrews Highway, Midland TX
Article 4- Purpose
Suzy’s Smore n More is a limited liability company with a sole ownership who is identified as Suzy
Davis.
Organizer
Document Ref: DBQLJ-8NU42-LFNLK-RUREM Page 3 of 11
The name and address of the organizer are set forth below.
Suzy Davis Andrews Highway, Midland Tx
Effectiveness of Filing
– This document becomes effective at a later date, which is not more than ninety (90) days from the
date of its signing. The delayed effective date is:
Execution
