Dream Business My dream business would be a German Bakery that sells traditional German Bakery and Cafe. I would call it "Heidi's German Bakery and Cafe." I would open the business together with a German nephew of mine who has worked for over 25 years as a master baker in the Heidelberg bakery of my German relatives. The third member of the business would be an American baker who received his professional training at Venieros Italian Bakery, America's oldest Italian pastry shop in New York City that was founded in 1894. Our business would be located in New York City since there is a huge German/European population and only very view places where one can dwell in traditional German baked goods. Fifty [to date: sixty two] years ago, when East 86th Street was known as "Sauerkraut Boulevard," there were German bakeries aplenty as well as pastry counters in most of Yorkville's delicatessens and restaurants. But as the neighborhood has given way to high-rise apartments and ethnic diversity, the German bakeries have steadily dwindled. On 31 July 31, 1999, Yorkville's old-time German bakery, Kramer's Pastries, at 1643 Second Avenue, near 86th Street, closed for good after almost 50 years. Aging equipment forced the closing (KILGANNON 1). Kilgannon reports in her 8 August 1999 New York Times article on this old-style German bakery that opened in 1950 in New York City that many customers stocked up on "marzipan" during the bakery's half-price sale on the store's last day. One lady would have bought $300 worth of home-made marzipan, saying that her husband cannot live without it. I have often heard that Germans and people from other European countries living in New York do not find pleasure in "Ms. Field's Cookies" and "Dunkin' Donuts" franchisees' retail stores offering the standard American cookies and muffins repertoire. The reason is that they simply cannot compare with hand-made, old fashioned German cookies and other baked goods. That these cookies and muffins are industrially pre-manufactured, supposedly use preservatives of some kind and do not use the very finest and healthy ingredients is one thing. The other thing is that "Ms. Field's" and "Dunkin' Donuts" cookies must be fresh to be really enjoyed by the customer since they have an incredibly small shelf-life. Waiting a day to consume will leave the customer with cookies that are incredibly lackluster. Even a few hours in the cold will drop them to a status that is far less palatable. This would not be the case with the semi-daily fresh-baked cookies in "Heidi's German Bakery and Cafe.

A Cafe in Germany is mostly a place to sit down, relax and read your newspaper. One can have a little chat, or "kaffeeklatsch," meet one's friends, or just socialize with other customers and talk about each and anything over a cup of steaming coffee and some fine German cake ("kuchen"), "torte" or pastries. Sitting down there for a good cup of freshly-brewed coffee and enjoying our comprehensive range of baked goods would be a completely different experience than entering a Starbuck's chain store for the same purpose. A German Cafe is not intended to be a full size restaurant. Therefore, we would have only a very limited sweet and salty menu. All our baked goods would be made fresh by hand every day and leave our bakery warm from the oven four our customers and guests and for delivery to the shelves of our retail partners. This way we make sure that the consumer gets the best quality possible, every day. We would use only the finest white wheat and whole wheat organic flour, whole grains and the freshest unprocessed ingredients to bake exceptional old fashioned German breads,, rolls, cakes, tortes, cookies and pastries using traditional German recipes. If the customer is looking for a German style sourdough rye bread, in "Heidi's German Bakery and Cafe" would be the right place to find it, and much more. Of course, not to forget the good old "apfelstrudel" and the famous "pretzels." With customized cakes available for birthdays, parties, or any kind of celebration, we pride ourselves on delivering delicious confections for our neighbors, the same way my German relatives from my mother's side have been doing it for 108 years in Heidelberg, Germany. We would bake our breads in the healthiest and most environmentally -- friendly way possible making use of the latest state of art equipment.

Form of Ownership: As a form of ownership I would chose a Limited Liability Partnership (LLP). Until just a few years ago, the...

In addition, every state but one has also created a somewhat similar new type of business entity, the limited liability partnership, or LLP (JENKINS 1). I would chose this kind of ownership because of the following advantages: An LLP provides its owners or so called "members" the same rights and limited liability that shareholders of a corporation enjoy and also the benefits of partnership tax treatment. The members are not liable for any debts or obligations of the company itself. They are just like owners of stock. Other advantages to starting an LLP are: Members may be individuals, other partnerships; they may be non-resident aliens or a trust. This allows for more flexibility for the company formation. Distributions need not be equal. If one member invests more or contributes more to the business, that member may reap more of the profits. The agreements of disbursement are stipulated in the LLC operating agreement. There need be no organized meetings and minutes, often an unnecessary formality for a small business (THE BENEFITS OF FORMING AN LLC 1).
Downsides of an LLP/LLC: LLCs are not necessarily the best option for companies hoping to grow over time and accumulate new investors. Companies that hope to grow to the point of going public, for example, are better-off as corporations as investors are much more comfortable investing in corporations rather than LLCs. Thus, it is often easier to raise money as a corporation. While LLCs can later change their business form and reorganize as a corporation, this often raises a variety of complicated legal and tax implications. Another disadvantage to LLCs is that, while they cheaper and easier to setup than corporations, they are still more complicated and expensive than partnerships. For example, there are still certain fees and filings that an LLC must make with various states. In addition, some states do not even allow certain types of businesses to operate as an LLC. Another costly disadvantage to LLCs (although corporations share this as well) is that many states require your business to get a license if you are going to do business in that state, even if the LLC is actually located in another state. Obviously, this can become very costly for LLCs intending to do broad, nationwide business (WHAT ARE THE DISADVANTAGES OF SETTING UP AN LLC? 1).

Formation: To form the LLC, a handshake is certainly not enough. What is required in the state of New York is a so called "LLC Operating Agreement." The New York LLC Operating Agreement is the core document that is referred to when issues concerning a New York limited liability company ("LLC") need to be resolved. The LLC Operating Agreement is the most important document for our New York LLP. In the case of a single member LLC, without the formality of an LLC Operating Agreement, the LLC can closely resemble a sole proprietorship, which does not limit your personal liability for business debts of the LLC. With respect to a multi-member LLC, the LLC Operating Agreement reflects the agreement among the members with respect to the affairs and management of the LLC and governs the relationship amongst the members of the LLC. By having an LLC Operating Agreement, the members will be provided with a clear set of rules that all members have agreed upon greatly reducing the likelihood of disagreement between them in the future. An LLC Operating Agreement will also greatly reduce financial and management misunderstandings, and make sure our business is governed by our LLP's own rules -- not default rules created by the state of New York (NEW YORK LLC OPERATING AGREEMENT 1). The LLP operating agreement does not have to be filed with any state agency. All states, including the State of New York will enforce valid operating agreements entered into among LLC members. The operating agreement will only be enforced against the persons who are parties to the agreement. Therefore, it is extremely important that all members of an LLC sign the operating agreement (NEW YORK LLC OPERATING AGREEMENT 1). There are no federal forms needed to be filed to establish a LLC in the State of New York. The New York Department of State website has a simple, fill-in form…