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Micro Brewery Name and Trademark Question

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Atown512

Junior Member
I am starting a production micro brewery in Texas and have a few questions involving brand names and logo trademarking. We have met with a lawyer about the business
entities, and from his advice, we are forming two separate LLC's. One LLC will own the land, building, and all of the brewing equipment, and the other LLC will be leasing the
equipment from the other. Does this sound reasonable to you guys?

My main question is regarding our brand name. How do we secure a brand name for our brewery, and how does that relate to the LLC that is leasing/operating the equipment
and the brewery itself? I have a basic understanding of the trademark process for our logo, but I am not very well informed of how we establish and protect our unique brand
name and slogan.

Thanks in advance for any advice.
 


justalayman

Senior Member
but I am not very well informed of how we establish and protect our unique brand
name and slogan.
You register them with the USPTO office. If you are not actively using the marks yet, you can register them under a ITU class (intent to use). I believe that is valid for 6 months (not positive though). At that point, you either have changed it to an active mark or seek an extension.
 

quincy

Senior Member
I am starting a production micro brewery in Texas and have a few questions involving brand names and logo trademarking. We have met with a lawyer about the business
entities, and from his advice, we are forming two separate LLC's. One LLC will own the land, building, and all of the brewing equipment, and the other LLC will be leasing the
equipment from the other. Does this sound reasonable to you guys?

My main question is regarding our brand name. How do we secure a brand name for our brewery, and how does that relate to the LLC that is leasing/operating the equipment
and the brewery itself? I have a basic understanding of the trademark process for our logo, but I am not very well informed of how we establish and protect our unique brand
name and slogan.

Thanks in advance for any advice.
If your attorney has advised you that separate LLCs is a reasonable way to operate your business, it would not be our place to question this advice. Your attorney knows (I assume) all of the facts of your business plans whereas we do not.

If you have a unique brand and slogan, you can register these with the USPTO as justalayman suggested (see http://www.uspto.gov). Neither state nor federal registration is necessary in the U.S., however, to assert trademark rights to a name and/or slogan. Trademark rights arise through the use of a trademark in commerce.

In the U.S., it is the first one to use a trademark in commerce who will (generally) hold rights to the mark. In many other countries, the first to register a trademark will be the presumed owner of the mark.

So, once you start identifying your business, your products, and/or your services with your unique name and/or slogan, you gain rights to the mark and you can potentially prevent others from using this same name or slogan for their own business products or services.

You should make sure, however, that your business name and slogan are, in fact, unique to you. You do not want to invest a lot of time, energy and money into company branding only to discover someone else has already-established rights to the name/slogan. Although same name businesses can (and do) exist without trademark infringement issues, the issues are definitely more likely to arise when same or similarly named products or services compete in the marketplace.

Trademark law centers on consumer confusion, and if a consumer is likely to be confused or has been confused by same or similar company identifiers, a trademark action may be pursued by the first owner of the mark.

I suggest you consult with the attorney you already have and go over all of this with him.

Good luck.
 
Last edited:

LdiJ

Senior Member
If your attorney has advised you that separate LLCs is a reasonable way to operate your business, it would not be our place to question this advice. Your attorney knows (I assume) all of the facts of your business plans whereas we do not.

If you have a unique brand and slogan, you can register these with the USPTO as justalayman suggested (see http://www.uspto.gov). Neither state nor federal registration is necessary in the U.S., however, to assert trademark rights to a name and/or slogan. Trademark rights arise through the use of a trademark in commerce.

In the U.S., it is the first one to use a trademark in commerce who will (generally) hold rights to the mark. In many other countries, the first to register a trademark will be the presumed owner of the mark.

So, once you start identifying your business, your products, and/or your services with your unique name and/or slogan, you gain rights to the mark and you can potentially prevent others from using this same name or slogan for their own business products or services.

You should make sure, however, that your business name and slogan are, in fact, unique to you. You do not want to invest a lot of time, energy and money into company branding only to discover someone else has already-established rights to the name/slogan. Although same name businesses can (and do) exist without trademark infringement issues, the issues are definitely more likely to arise when same or similarly named products or services compete in the marketplace.

Trademark law centers on consumer confusion, and if a consumer is likely to be confused or has been confused by same or similar company identifiers, a trademark action may be pursued by the first owner of the mark.

I suggest you consult with the attorney you already have and go over all of this with him.

Good luck.
Re the bolded....I would get a second opinion from another attorney.
 

quincy

Senior Member
If your attorney has advised you that separate LLCs is a reasonable way to operate your business, it would not be our place to question this advice.
Okay. So maybe it is our place to question the advice of your attorney. :D

LdiJ is one of the forum's tax experts, so I trust that you would be wise to follow her advice and seek a second opinion from another attorney in your area on your business set-up.
 

Atown512

Junior Member
we are forming two separate LLC's. One LLC will own the land, building, and all of the brewing equipment, and the other LLC will be leasing the
equipment from the other. Does this sound reasonable to you guys?
Re the bolded....I would get a second opinion from another attorney.
I have spoken to another attorney and was told this organization is "fine." I am very concerned by the above comment by LdiJ.

Is there any way I could get a little more detailed explanation as to why this might be a bad way to organize, or was that comment made to simply "get a second opinion?"
 

FlyingRon

Senior Member
You do know there are both Texas and Federal license, permits, and taxation issues over and above simple LLC worries?
You need a Texas brewery license and a distributor to run the production brewery (alternatively you can run a brewpub and sell ONLY on site, but you can not do both).
 

Atown512

Junior Member
You do know there are both Texas and Federal license, permits, and taxation issues over and above simple LLC worries?
You need a Texas brewery license and a distributor to run the production brewery (alternatively you can run a brewpub and sell ONLY on site, but you can not do both)./QUOTE]

Thanks for the concern, but yes I am fully aware of these licenses. I am simply asking about the LLC's for tax and liability purposes. :)

The organization is "fine" - but is it necessary?/QUOTE]

This is how it was explained to me: The LLC that owns the property, plant, and equipment would be separate from the LLC that is leasing the equipment. This would add some protection to the company assets if the leasing company found itself in a lawsuit.

Does this sound right at all? Are there any tax concerns for this type of organization that I am not considering?
 

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