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Best of… week of July 23

Barley is a major animal feed crop as well as supply for the beer and distilling industries.

Okey dokey… here’s my wrap up of what’s happening and “things you should know” from this past week in Small Business and the Craft Beer Business:

Small Business

Love this: “(Q) How many lawyer jokes are there? (A) Three – the rest are true stories.” I’ve been following Nina Kaufman the last couple of weeks and she has some great insight. Her book: How to Choose and Use Attorneys is a good reference for any company, especially startups. Check her out at http://askthebusinesslawyer.com/ and  http://askthebusinesslawyer.com/how-to-choose-and-use-attorneys

Running a small business is always smooth sailing, right? Especially at home, nothing ever goes wrong there. For the most part, we all have families or lives outside of our businesses, what happens when the s— hits the fan? 3 Tips for Leading Your Business During a Personal Crisis http://www.entrepreneur.com/blog/224022

Let’s say everything is running fine. “If it ain’t broke, don’t fix it.” Right? Not always. Apple is the king of improving or changing an already winning strategy. Why? When to Change a Winning Strategy http://blogs.hbr.org/cs/2012/07/when_to_change_a_winning_strat.html

Are you an S-Corp? Make sure that you periodically check in with a business attorney so that you stay that way! S Corporation Corner: Practitioners Should Schedule Periodic Check-ups http://www.jdsupra.com/legalnews/jdsupra-65136/?utm_source=jds&utm_medium=twitter&utm_campaign=bizlaw

Since we’re talking tax implications, there are some changes on the horizon that you – at least – need to be aware of. The Fiscal Cliff: 3 Tax Changes You Need to Know Are Cominhttp://www.entrepreneur.com/blog/224051

We’ll segue from tax to other money matters. When is it (or is it not) worth your time/money to go after late payments from customers? here’s a short video (like 60 seconds) on when it’s a good idea. When to Take Legal Action Over Late-Paying Customers http://www.entrepreneur.com/video/223932 also browse around the rest of the website, there’s a ton of good information and I love these little 60 second clips on how-to, when-I-should, or other business tips from experts. And it’s free!

Moving on to intellectual property… here’s a great overview – again short and to the point – on intellectual property and when to use what. How To Make Sure Your Intellectual Property Is Protected http://alltopstartups.com/2012/07/24/how-to-make-sure-your-intellectual-property-is-protected/

I can’t let a week go by without something on Social Media. If you’re just starting up, here’s crash course on what you should be (i.e. “need to be”) doing for your business.  Social Media Lite: If You Do Nothing Else, Do This (Part I) http://openmindworks.com/social-media-lite-if-you-do-nothing-else-do-this/ and Social Media Lite Part II: If You Do Nothing Else, Do This for Your Brand http://openmindworks.com/social-media-lite-part-ii-if-you-do-nothing-else-do-this-for-your-brand/ Also, follow OpenMindWorks on twitter at @openmindworks_, a lot of great information and swell people.

Beer Business

I wrote a piece on whether a brewery could/should be a non-profit. Tonka Beer Co, takes it another route – donating all profits to charity. Tonka Beer Co. goes 100% nonprofit in effort to fight invasive species. http://beerpulse.com/2012/07/tonka-beer-co-goes-100-nonprofit-in-effort-to-fight-invasive-species/

Certificate of Label Approval (COLA) changes discussed by TTB. Good read to get some idea of what they’re going through also. TTB Addresses Label Approval Issues http://www.alcoholicbeverageslawblog.com/2012/07/articles/state-federal-beverage-license/ttb-addresses-label-approval-issues/

The midwestern US is taking a beating this summer in terms of weather. I haven’t heard of this having an effect (yet) on brewers, but it’s something (I think) to watch. Midwest drought worsens, food inflation to rise http://www.reuters.com/article/2012/07/25/us-usa-drought-idUSBRE86N1M120120725?feedType=RSS&feedName=environmentNews&utm_source=feedburner&utm_medium=feed&utm_campaign=Feed%3A+reuters%2Fenvironment+%28News+%2F+US+%2F+Environment%29

On the other end: Soggy Summer in North Europe Delays Grain for Region’s Beer http://www.businessweek.com/news/2012-07-26/soggy-summer-in-north-europe-delays-grain-for-region-s-beer

This is an interesting one. AB-InBev started registering trademarks for airports and now ZIP codes. I don’t know if this is quite the way to capitalize on the “buy local” trend. But the boys at the Big Beer companies aren’t stupid (they may be a lot of things, but they’re not stupid). We’ll see where this goes.  Anheuser-Busch creates “zip code” beers http://www.nj.com/entertainment/dining/index.ssf/2012/07/anheuser-busch_creates_zip_cod.html

While we’re on intellectual property, one near and dear to my heart: trademark. PLEASE work with an attorney before you build a brand or name so this doesn’t happen to you. Coronado Brewing asked to stop using the name, “Stoopid” http://beerpulse.com/2012/07/coronado-brewing-asked-to-stop-using-the-name-stoopid/ By the way, love both beers!

Not strictly beer, but related:  there are less… obnoxious ways to deal with possible TM infringement or unauthorized use. Jack Daniel’s Sends the Most Polite Cease-and-Desist Letter Ever http://mashable.com/2012/07/22/jack-daniels-trademark-letter/

The Brewer’s Association always has great resources (especially for members), but here’s a special one – August Power Hour: Food & Drug Administration Brewery Inspections and Reporting Requirements. Free to members (of you’re not a member, it’s not free, but it may well be worth the price of admission) http://www.brewersassociation.org/pages/events/calendar/show?title=august-power-hour-food-drug-administration-brewery-inspections

Just for fun

For the science and math geeks out there, this is just AWESOME : http://www.kleinbottle.com/ I’d love to see a one of these labeled with a brewery logo!

Best of… week of July 16

July 24, 2012 1 comment

An example of a Trader Joe's storefront.

 

It’s that time again! It has been a busier week than I had realized, there’s a lot to cover, so get ready. Here’s my summary of the best articles in (small) Business and (craft) Beer

 

Small Business

 

This year has some special issues going on for personal and corporate/business taxes. Here’s a good summary of upcoming changes that you need to know about The Fiscal Cliff: 3 Tax Changes You Need to Know Are Coming:  http://www.entrepreneur.com/blog/224051

 

When you’re a startup company, you need a lawyer (whether you think you do or not). One question comes up: do you pick a lawyer from a big firm or a small firm or solo? Hiring a Lawyer for Your Startup – Big Firm or Small Firm? http://www.jdsupra.com/legalnews/hiring-a-lawyer-for-your-startup-big-f-23236/?utm_source=jds&utm_medium=twitter&utm_campaign=bizlaw

 

The title says it all: What to Know About Investing in Your Own Business: http://smallbusiness.foxbusiness.com/finance-accounting/2012/07/16/what-to-know-about-investing-in-your-own-business/

 

Every business has that one (or sometimes more than one) employee that’s a little… out there. I’m thinking red Swingline staplers here. How do you deal with them? Especially if their the wunderkind that’s helping you stay afloat? How to Manage Your Smartest, Strangest Employeehttp://blogs.hbr.org/cs/2012/07/how_to_manage_your_smartest_st.html

 

Since we’re talking about employees here, have you ever had anything go… missing? If you run a business with employees, you need to understand your legal rights (and obligations) regarding employee theft. Employee Theft and Fraud in the Workplace: Legal Considerations http://smallbusiness.jdsupra.com/post/employee-theft

 

Working for tips? What are the tax rules around tips? Think you know? You may not. When is a Tip Not a Tip? – When the IRS Says Sohttp://smallbusiness.jdsupra.com/post/when-is-a-tip-not-a-tip-when-the-irs-says-so?utm_source=jds&utm_medium=twitter&utm_campaign=bizlaw&utm_term=+&utm_content=+

 

Here’s the “hot sheet” of current Employment Law trending topics -> Lewd Conduct, Lactation Accommodation, and Other Steaming Hot Employment Law News! http://www.jdsupra.com/legalnews/lewd-conduct-lactation-accommodation-a-84063/?utm_source=jds&utm_medium=twitter&utm_campaign=bizlaw

 

Veering away from employees and over to leadership, here’s a good article on how leaders make the bridge between the strategic and the tactical. How Smart Leaders Translate Strategy into Executionhttp://blogs.hbr.org/cs/2012/07/how_smart_leaders_translate_st.html

 

Can’t let a week go by without a social media legal issue. This seems like a “duh” moment, but, if you didn’t know… You Don’t Own Your Tweetshttp://www.jdsupra.com/legalnews/guess-what-you-dont-own-your-tweets-45112/

 

(Craft) Beer Business

 

eBay auctions for beer bottles  that just *happen* to be full (wink wink nudge nudge) have been an ongoing issue for the Craft Beer industry. Here’s Cigar City’s take. An eBay Auction that the Brewery Embraceshttp://beerpulse.com/2012/07/an-ebay-auction-that-the-brewery-embraces/

 

Trader Joe’s has their house brand(s) of beer contract brewed at some very respectable breweries and offer some seriously good beer at reasonable prices. But… there’s trouble “brewing” in TX. Dispute Brewing at Trader Joe’shttp://www.star-telegram.com/2012/07/15/4101255/dispute-brewing-at-trader-joes.html

 

Midwestern (and global) drought. It’s starting to show signs of impacting the food market for grain. Will beer and rbewers be impacted? Grain Prices Pushed to Record Highshttp://www.reuters.com/article/2012/07/20/us-usa-drought-idUSBRE86F1D420120720?feedType=RSS&feedName=environmentNews&utm_source=feedburner&utm_medium=feed&utm_campaign=Feed%3A+reuters%2Fenvironment+%28News+%2F+US+%2F+Environment%29

 

Jolly Pumpkin et. al. getting a new, expanded, operations base. Northern United Brewing Company (owners of Jolly Pumpkin Artisan Ales and other beer brands) is opening an larger brewing facility in Dexter MI. Thank goodness Ron Jeffries will still be overseeing the beer! Jolly Pumpkin’s Parent Company Opening New Facility Expandable to 150k Square Feethttp://beerpulse.com/2012/07/jolly-pumpkins-parent-company-opening-new-facility-expandable-to-150k-square-feet/

 

We’ve talked about cans before (“That’s right, cans.”), but have you considered that some beers or brands might work better in cans than in bottles, simply because it’s in a can? Here’s Midnight Sun’s Experience, “[they did ] ‘okay’ in our 22-ounce bottles…. When we put them in cans, they started flying off the shelves….” Alaska Beers Get Cannedhttp://www.anchoragepress.com/food_and_drink/brew_review/alaska-beers-get-canned/article_cb5ee510-d1ee-11e1-b3f9-001a4bcf887a.html

 

Just for Fun

 

If you don’t read Mental Floss, you totally should. Give it a day, or just follow them on Twitter. It’s addictive. http://mentalfloss.com/

 

 

Can a brewery be a non-profit?

July 12, 2012 2 comments
Picture of all seven trappist beers

Picture of all seven trappist beers (Photo credit: Wikipedia)

Wait, no. I mean intentionally a non-profit organization? I’m sure there are plenty of brewer/owners out there that would readily admit that their business is  currently a “non-profit.” I mean, in the legal, tax-status sense.

And the answer is: maybe.

Maybe

Classic lawyer-speak, “maybe.” What I really mean is that maybe you could, but I don’t think you would want to. But here’s what goes into the analysis:

In order to be a non-profit organization, you have a “charitable purpose.” You can fill out your state paperwork to incorporate as a non-profit corporation (for example, in NC) and be an “entity.” But then, to get the tax benefits, you need to apply for tax exempt status at the IRS. NC, like many states, simply follows the Federal decision on whether your company is tax exempt or not.  And, here’s the kicker, a main goal of your company cannot be “to make money.”

If I can’t make money, why would I start a company? – I hear you ask. Well, the answer to that is, generally, you wouldn’t.

Non-profits Generally

But, there are those that want to give back to the community, help out the less advantaged, etc, without assuming all the personal liability or to go after serious fundraising. I work with several non-profits that focus on everything from providing job training to at-risk youth to providing a home for abandoned children. That’s what the non-profit business structure is made for and where it works best.

Well, can’t I make a little money? – Aha! Sure enough, there’s an entity called an L3C or Low-profit Limited Liability Company.

L3C

Many states allow L3Cs, such as NC, but many states do not, so you need to be sure of what your state does and doesn’t allow. L3Cs, generally, are sort of a hybrid between non-profits and for-profits. For an L3C, the state expects you to (1) have a business that makes money and (2) have a “charitable purpose” that uses the money that the business makes. A good example might be a church or community thrift store. No one opens a church thrift store thinking they’ll retire to the bahamas in a few years. It’s meant to be low-profit. An L3C, just like a non-profit, can pay employees and raise funds. What it can’t do is “intend” to make money for the sake of making money or for the sake of the owner(s).

But what about breweries?

So, how does all that relate to a brewery? Well, as a start-up, a brewery (at least typically) has a long, tough slog to get to being profitable. Could a brewery be a non-profit during that time to ease the expenses (especially the taxes). Answer: No.

The State, and especially the IRS, are going to say that you don’t have a charitable purpose as the goal of the business – so you won’t get your tax-exempt status. Even if you did get your tax-exempt status, you’d lose it eventually as you paid the owners more and more over time, then the IRS might come after your for tax fraud (remember, it brought down Capone!).

Could a brewery be an L3C? Well, yes, actually.

Let’s take the Trappist Abbey of St. Sixtus of Westvlateren as an example (assuming that Westvleteren was in North Carolina – aside: wouldn’t that be AWESOME?!?). The monks at the Abbey have often been asked if they’re going to increase production. They’ve replied (I’m paraphrasing here) “We brew beer so we can afford to run the Abbey and be monks, not the other way around.” This attitude and set-up would be a perfect model for an L3C: a business tightly linked to a charitable purpose where there is little or no excess profit.

But, Westvleteren is a special situation. After all there are only 7 Trappist breweries in the world. It would take a very special set of circumstances for a brewery to want to be an L3C organization and for an L3C to fit the business plan/model.

So, I’ll end this the way I started, I think a brewery could be a non-profit or an L3C, but I’m not sure that a brewery would want to.

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