Incorporation
Rolling Gardens is an innovative business idea that provides the fresh products of farmers markets to customers in a convenient forum for a low price. While the inventors behind Rolling Gardens probably want to jump right into the business and get stared, there are quite a few practical matters that need to be addressed before Rolling Gardens can officially open for business. Before opening its doors for business, Rolling Gardens will need to think about choice of entity, obtaining the necessary licenses, insurance, complying with food safety laws, and potential trademark issues. If Rolling Gardens plans on establishing a mobile farmers market business, they will need to take the necessary steps to incorporate as a business. Business law is a state, not federal matter. Therefore, the state in which Rolling Gardens plans to do business is the state in which Rolling Gardens need to register its business. Rolling Gardens must therefore register its business with the state of Missouri.
Rolling Gardens must be also register with the Missouri Secretary of State. Since Rolling Gardens will be selling goods to customers, it will also need to register with the Missouri Department of Revenue and the Missouri Department of Labor. Any business that earns income must comply with various tax filing provisions and payments. Rolling Gardens will also need to file federal income taxes and will thus need to obtain an Employer identification Number (EIN) with the Internal Revenue Service (Do You Need an EIN?). Regardless of whether the business sis large or small, it is very important to comply with applicable federal and state tax laws. Failure to pay taxes result in serious fines, interest, and penalties.
There are a number of business forms to choose from. Since it is a farmers market and a relatively small business venture, Rolling Gardens should register as an LLP or LLC. To set up an LLP, Rolling Gardens must file an application with the Corporations Division (Starting A Business). To set up an LLC, Rolling Gardens must draft articles of incorporation and file these with the Corporations Division (Starting A Business). Both of these business entities afford limited liability to partners and/or managers, which is significant because it means that Rolling Gardens will be separate and distinct from the owners/operators of the business for liability purposes. Since business law is largely a state law matter, any disputes between Rolling Gardens and potential plaintiffs will be controlled by the laws of the state of Missouri. If Rolling Gardens does not want potential lawsuits to be controlled by Missouri state law, it can state otherwise in its bylaws or articles of incorporation.
License
As a business operating in the city of St. Louis, Rolling Gardens will need to comply with a number of legal requirements. All businesses must have a business license. There are a few exempt categories of businesses that do not require license, but the type of business that Rolling Gardens is proposing, selling food products and goods, is not an exempt business. Thus, Rolling Gardens will need to obtain a business license for each location that Rolling Gardens plans to sell items (Business License Information).
It seems as if the nature of Rolling Garden’s business is more akin to a mobile food truck business rather than a stand-alone grocery store or food market. As a mobile farmer’s market, the location of their business will change depending customer location and demand. The city of St. Louis allows mobile food vendors to operate in certain parts of downtown St. Louis in the truck-vending district (Food Truck Permits). To obtain a permit to conduct business in this fashion, Rolling Gardens will first need to pass a health inspection and obtain a business license (Food Truck Permits).
Insurance
Since Rolling Gardens will be opening itself up for business to the public and accidents, the business needs to obtain the necessary insurance as prudent business owners. As a seller of meat, dairy, and produce, consumers may become ill or injured and will seek to hold Rolling Gardens financially responsible in a lawsuit. To protect the business from financial risk, Rolling Gardens will need to obtain liability insurance. While liability insurance is not a legal requirement to conduct business out of the state of Missouri, the prudent and smart business owner will obtain at least minimum coverage (Missouri General Liability Insurance Guide). As Rolling Gardens is in the food business and will therefore be interacting with the public on a daily basis, it is in their best interest to obtain liability insurance coverage. Rolling Gardens can obtain liability insurance through the Missouri Farmer’s Market Association (McKelvey).
Food Safety
There are special laws and regulations that apply to businesses that sell food to the public. There is no question that Rolling Gardens, as it holds itself out to be a farmer’s market selling produce, meat, and dairy will need to comply with the various food safety laws and regulations. The Missouri Food Code sets forth a number of requirements for food establishments businesses operating in the state. The food Rolling Gardens sells must be safe, unadulterated, and honestly presented (Missouri Food Code 29). There are a number of labeling and packaging requirements that food establishments must also meet (Missouri Food Code 29).
Businesses that sell produce are subject to regulations promulgated by the Weights, Measures and Consumer Protection Division of the Missouri Department of Agriculture (McKelvey). The purpose of these regulations is to protect both sellers and buyers in the exchange of goods and services. Farmers markets have the option of selling goods based on weight, count, or measurement. Depending on which method Rolling Gardens decides to employ, these methods are subject to various laws and standards.
Trademark
If Rolling Gardens would like to register a trademark with the state of Missouri, certain steps must be taken. A trademark is the namesake of the business and enables the business to build a name and reputation under a particular trademark. A trademark can be a word, name, symbol, or device that is used to set the particular business apart from others (Trademark/Service Marks). Thus, if Rolling Gardens wishes to sell its products under a distinct trademark, which will differentiate its products from competitors and enable consumers to better identify Rolling Green products, it will need to file a trademark with the Secretary of State.
Works Cited
Business License Information. (2016). Retrieved from
https://www.stlouis-mo.gov/government/departments/license/business-license-
info/
Do you Need an EIN? (2015). Retrieved from
https://www.irs.gov/Businesses/Small-Businesses-&-Self-Employed/Do-You-
Need-an-EIN
Food Truck Permits. (2016). Retrieved from
https://www.stlouis-mo.gov/government/departments/street/streets-sidewalks-
traffic/permits-inspections/vending/mobile-vendors/.
McKelvey, B. (2015). Starting and Operating a Farmers Market: Frequently Asked
Questions. Retrieved from http://extension.missouri.edu/p/g6223
Missouri General Liability Insurance Guide. (2010). Retrieved from
http://www.einsurance.com/insurance-guide/missouri/general-liability-insurance/
Missouri Food Code. (2013). Retrieved from
http://health.mo.gov/safety/foodsafety/pdf/missourifoodcode.pdf
Starting A Business. (n.d). Retrieved from
http://www.sos.mo.gov/business/startBusiness#entity
Trademark/Service Marks. (n.d). Retrieved from
http://www.sos.mo.gov/business/trademarkfaqs
