Law 310

Advanced Business Law

Semester Project

Purpose and Goal

To create a business that is realistic in today’s society and to draft the appropriate documents for
the effective functioning of this business. Your business needs to be located in Nebraska and
remain located here, but you can change the city or specific location as the business structure
changes.

Your business should begin as a sole proprietorship, continue as a general partnership and
ultimately become a limited liability corporation. You will use the same business throughout this
process, but it will evolve. See the abbreviated example on the next page.

This assignment is worth 150 points, and grading will be per the scale on the syllabus. Please
note you will be using forms and templates for this assignment, but you need to carefully include
specific items for the business you develop. There are numerous sources you can use, both in the
textbook and online. One site I recommend is the Nebraska Secretary of State’s website. You
can also use other sources; just be sure they will be acceptable under Nebraska law.

Instructions
For each business entity, the first document you write will be a narrative (similar to an essay)
that describes in detail the nature of your business and the choices you made in drafting the
documents necessary for the business. Your narrative for each business entity must include
the following:

 Name of business
 Location of Business (be as specific as possible, not just a city and state)
 Services or Goods Provided by Business
 Pros and Cons of Business Entity
 Employees – Number, Salary, Job Description
 Management of the Business (who will purchase office supplies, equipment and
inventory, hire and schedule employees, open and close the business, organize and
display products, prepare payroll and tax documents)
 Financing the Business (will you contribute your own money, take out a bank or small
business loan, have investors)
 Marketing for the Business (who will be responsible for advertising the business, what
types of social media will you use, who will write and update the social media sites)
 Taxation

Business Entity I - Sole Proprietorship (50 pts)

 Narrative
 Fictitious Business Name Statement
 Application for Employer I.D. Number

Due Sunday, February 21, 2021

Business Entity II – General Partnership (50 pts)

 Narrative
  Partnership Agreement
.
Due Sunday, March 21, 2021

Business Entity III – Limited Liability Corporation (50 pts)

 Narrative
 Articles of Organization
 Operating Agreement

Due Sunday, April 25, 2021

Example (Remember this is a very short example of the narrative part of the project)

Business Entity I-Sole Proprietorship

Narrative (This should be at least two pages long- this is a very abbreviated example)

I am forming a sole proprietorship for my new floral shop, Beautiful Blooms. I plan to offer
services for all occasions, including weddings, funerals and special events. The business will also
offer special order floral arrangements and plants as well “cash and carry” purchases where a
customer can come into the shop and purchase premade arrangements, loose blooms or potted
plants on the spot.

The business will be located in Omaha, Nebraska and I plan to rent space in a strip mall near
132nd and Center Streets. The location will be facing Center Street to allow drivers to see the
business, near the popular Jo-Ann Fabrics store.

I will have four employees at the business: two floral arrangers, one part time delivery driver and
one part time retail assistant. The floral arrangers will work full time. The employees will have
the following job descriptions: (insert job descriptions) and salaries: (insert salaries and any
benefits you plan to offer). The days and times the store will be open will be Monday-Friday
from 8 am to 5 pm, and Saturday from 8 am to 2 pm. When I am not at the business, one of the
floral arrangers will work as the manager in my absence.

I will work as the general manager, and be responsible for purchasing all the equipment, office
furniture, display shelves, supplies, floral inventory and other products we plan to sell. I will use
Quickbooks for daily accounting functions but will hire a CPA to do payroll and income tax
withholding statements and required IRS payments throughout the year. As a sole proprietor, all
profit and loss will be reported on my personal income tax return.

I will invest $10,000 of my own money in the business to purchase equipment and pay the first
month’s rent. After the business has established a cash flow record, I will apply for a small
business loan at a local credit union to help pay expenses.

(You would continue this section with the other required information as listed in the instructions).

Next, you would complete the Fictitious Business Name Statement and Application for Employer
ID, and then submit the assignment.
Business Entity II- General Partnership
Narrative (You will keep the narrative you already wrote but update it. Since you are
changing ownership develop a reason to do so. You can make up any facts you find helpful
to create the change).

Beautiful Blooms has been fairly successful, and I now have 6 employees. One of the employees
is a good friend who also wants to invest in the business and be one of the owners. This is a good
move for the company because she will add money to the business, allowing us to increase our
advertising and market share. She previously worked for an advertising agency, and she can
assist me with that aspect of the business.

We have decided to form a general partnership because it can be done quickly, with a basic
partnership agreement, and because there are only two of us. We plan to split the profits or losses
equally and have the following job descriptions: (You would continue to answer the other
questions in the instructions)

Next, you would complete Partnership Agreement and submit the assignment.

Business Entity III- Limited Liability Corporation

Beautiful Blooms is going so well we now want to open a second location and bring in additional
investors. One thing we want to address however is the liability we have as owners of the
business. We recently had a customer sue us after she fell inside our store, and our insurance
policy was not sufficient to cover her injuries. We want to be sure we are not personally liable
for something like this, and that it doesn’t decrease our profits. (You would answer the other
questions in the instructions, and then complete the Articles of Organization, Operating
Agreement, and submit the assignment.)

Special Notes
-Be creative when you are deciding the type of business you want to establish.

-You will need to make up some facts as you complete the project as the example shows. Feel
free to do whatever is reasonably necessary to explain why your business is changing throughout
the assignment.

-Start on the project well before the due dates so that you have time to ask questions. I am happy
to review your ideas and drafts of documents but will need them well in advance of the due dates
to offer the best and most complete suggestions.

Good luck and have fun with this part of the class! It will give you the chance to be both creative
and learn the “nuts and bolts” of drafting legal documents.