Longtime friends, John Taylor and Emmitt Beck met for a couple of beers at The Tavern to catch-up on life
since their graduation from USFSP. A well-known St. Pete restaurateur, Emmitt, has made a name for himself with incredibly popular restaurants that feature locally sourced, seasonable ingredients that bring together the
best of sustainability with creativity. John owns a local, independent running store in downtown St. Pete.
John has been interested in opening a restaurant as he has a passion for cooking in his spare time. Over beers,
John and Emmitt decide to open a tiny gastro pub in downtown St. Pete.
After committing to the new restaurant, Emmitt has found that he does not have a lot of passion for the gastro
pub model and that it will be hard to carry out the sustainability and local ingredients branding in strictly pub
fare. He is a bit concerned that the brand image of his other restaurants may suffer. However, Emmitt has
made this commitment and will help make the restaurant successful. As such, letting John obtain a
controlling interest in the new restaurant would be okay with Emmitt.
Emmitt and John decide to form a new entity for this new restaurant.
Choose the type of business entity for the new restaurant.
Choose the state of incorporation for the new restaurant.
Prepare the appropriate state documents (for example, articles of incorporation for a corporation).
Prepare the internal governing document (for example, operating agreement for a limited liability company).
Post the state documents and internal governing document to the discussion board, Business Entity Project,
by the due date and time (please see Canvas). In posting these documents, you will have the opportunity to
take a look at the work of your fellow classmates. Please feel free to post positive comments about your
classmates work but this is not required.
In the discussion board, include:
Why you chose that particular state of incorporation;
Why you chose that form of doing business; and
A brief paragraph with: (i) two provisions that you thought were important to John and why and (ii) two
provisions that you thought were important to Emmitt and why.