Certificate of Incorporation
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Documents Needed
Coffee³ is registered as a B corporation in the state of New York. In order to operate our business, we must first fill out the Certificate of Incorporation form (hover over the box to see the form). On the form, we must explain how our business serves a "specific public benefit" The public benefit we give to our customers is our eco-friendly coffee cubes. Unlike Keriugs K-Cups, which are made up of plastic, our coffee cubes are dissolvable leaving you with just a delicious cup of coffee. We believe that we are saving the earth, one cube at a time™. Coffee³ also needs a food processing license through the state of New York. Under Article 20-C Food Processing Establishment license applies to food manufactures. Coffee³ runs its own manufacturing plant to make our coffee cubes, therefore this license is necessary to operate a plant.
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To own our own storage facility, Coffee³ must obtain a Food Warehouse License under Article 28-D.
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We must also file for an EIN number under the state of New York. Every business in New York State needs an EIN number to operate in the state. This number is a nine-digit number assigned to businesses from the IRS. This is used for tax purposes
Next, our name must follow all necessary guidelines under §301 of the Business Corporation Law. The name Coffee³ was not taken and therefore available to use. Under the law, this name meets all necessary requirements which include but not limited to specific keywords school as a benefit, trust, etc. In addition, the corporation name can't be similar to any other business name.
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I was able to research this information by searching New York State Corporations Form. From there I was taken to a page that told me everything about a B-Corporation and what forms I needed and specific words I needed to include on the form in order to be considered a B-Corporation.
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Where can I be sued?
Coffee³ is owned and operated in the state of New York and is strictly an E-commerce business. Coffee³ can be sued in the state of New York. However, the company can't be sued in different states there is no commercial business in that state. According to the supreme court case of Zippo Manufacturing Co. v Zippo Dot Com, jurisdiction is established when the online business engages in commercial activities specifically directed at residents of that state. Pure advertising on our website is not enough to demonstrate sufficient minimum contacts.
January 14, 2021
Form of Business
Coffee³ mission from the start is to provide customers a quick, efficient, portable, and Eco-Friendly cup of coffee. Filing Coffee³ under a B-Corporation was a no-brainer for the owners because of its message, to create a “specific public benefit”. At Coffee³ we value the environment, and we believe that there is more to just profit in a business but to also have a public benefit. We believe with our coffee company we are “Saving the Earth, one cube at a time”. A B corporation provides legal protection to balance financial interests. If someone would want to sue, they would have to sue the business, suing a corporate officer or employee is extremely difficult to prove. A primary legal benefit is that officers and directors are allowed to factor the “specific public benefit” into their decision making without the fear of being sued for a break of a fiduciary contract signed with the shareholders.
Chris Fit
January 14, 2021
Registration
Business Name: Coffee³
In what state is your business going to be incorporated?
My business will be incorporated in the State of New York because under a B corporation the statute of New York states that the creation of the public benefit is allowed to take control over any other inconsistent purpose aka profit. In addition, New York is also where the business was created and will allow us to save on shipping costs due to the close proximity of our storage facility to our manufacturing plant
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Is your business name available in New York State?
According to the New York Business Entity Database, the name Coffee³ is available and no other business entity owns the name. Therfore we are allowed to register this business as Coffee³ in the State of New York
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Jasmine Aziz
COFFEE³
EFFICENT / PORTABLE / ECO-FRIENDLY ™