What's in a Name?

Let's assume up to this point you've already head the tired reasons on why not to open a restaurant. Let's also pretend you haven't wasted time on creating imaginary menus, dreamed at overly expensive plate-ware at William Sonoma, or anything else that is just a waste of time/money. The true first step on opening a restaurant--not just playing pretend restaurant owner, is actually creating your business.

I know we should put some legal jargon here about how you need to speak with a lawyer and take all this with a grain of salt. So do that if you have the excess funds laying around, because frankly it will be easier. But as chef's we never really do it the easy way, do we?

What's in a Name?

No matter how great an idea may be it only comes alive when you give it a name.  Names hold power--at least that's what all my fantasy books told me growing up.  I still remember reading the Hobbit and Bilbo refusing tell Smaug his true name, or in the Earthsea series where knowing a Dragon's true name gave you power over them.  Needless to say having a name with a story was very important to me and should be to you

The name Kinsai (the restaurant we've been trying--and failing to open) has an unusual origin; The word first appears after the recounting of Marco Polo's  fantastical 25 year journey through Kublai Khan's China by a Genoese prisoner--a man who shared the prison with Marco Polo but only heard of his adventures secondhand. Kinsai is not Chinese at all, it is actually a Persianized word meaning:  "The City of Heaven." Most likely Marco Polo did not get to see Kinsai, but instead heard about the former glory of the heavily romanticized Song Dynasty Capital (Hongchow);  known the for beautiful architecture, entertainment, art, opulence, and--most importantly for us--the origins of Imperial Chinese cuisine. We purposely choose this name for a few reasons: it has a interesting story and it doesn't sound like a stereotypical American Chinese restaurant.

So we have a name, right?

No. First you have to check to see if your name is available and has not been trademarked previously. Your lawyer can do this for you, or you can save yourself $200-500 per hour and look it up yourself at the U.S. Patent and Trademark Office online:

http://tmsearch.uspto.gov/bin/gate.exe?f=searchss&state=4805:65jkt7.1.1

While you are sleuthing online check if your Domain Name is available through the WHOIS internet database online--because when opening you never want to justify paying a internet squatter 20k for your Domain Name that you thought was cool and unique.

http://www.networksolutions.com/whois/index.jsp

Also you're going to have to check (we are in Massachusetts so I'll be only posting Massachusetts resources) that no one is using your names as a "Doing Business As" with the Secretary of State Corporate Index online. Yes you will have a corporation name and "Doing Business As" name if you are going to open multiple restaurants or want to do consulting on the side not attached to the restaurant.  An example: Thomas Kellar Restaurant Group (the registered LLC) owns and is "Doing Business As" The French Laundry. 

http://corp.sec.state.ma.us/corpweb/CorpSearch/CorpSearch.aspx

Now once this is all complete, it's time to file your LLC. This is when things begin getting real, a LLC cost $550 in filing fees, annually. So think of it as a gym membership, you're paying for it so you should use it, or you just pay the annual fee and feel bad that you never got around to it. Also there are many different forms of corporations you can choose from, S corps, C corps, etc. If an LLC is good enough for most restaurant groups then it's good enough for me, if you're concerned about picking the right thing talk to a lawyer or read about it on your own.


Now you must file for your LLC or whichever corporation you and your lawyer determined best. For the ease of this blog I'm going with what I choose: LLC.

First get your EIN (Employer Identification Number) through the IRS. You may file this online and will need your ID for when you file your LLC with the Secretary of State.

https://sa.www4.irs.gov/modiein/individual/index.jsp

Certificate of Organization with the Secretary of State:

PDF Format: http://www.sec.state.ma.us/cor/corpweb/corllc/llcinf.htm
Online Format: https://corp.sec.state.ma.us/corp/loginsystem/login_form.asp?FilingMethod=I

A few notes here: you can always change the application at a later day (for cash of course), but for now let's say we don't have a separate business address (we haven't opened our restaurant yet). Also in section 6 don't put anyone on as a manager unless they are your business partner that is actually contributing cold hard cash. The last thing you want to do is give someone power to do things to your corporation. I made the mistake of doing this and had to pay $300.00 to get my lawyer to change it and have a courier to deliver it to the State House the same day as not to screw myself. Learn from my mistakes and don't go throw away what is essentially a Vitamix or induction burner.

So with all that done you're out over half a grand, and all you have is the right to do business as and pay taxes. Great! But this is what separates a great cook from a great chef. A great cook can throw down on the line, get himself out of the weeds, create dishes, do orders, and maybe even do costing and inventory well. A great chef does all these things and then takes the risk of starting his own business, sacrificing time and money to pursue their dream. Welcome to the first step, we've got a long way to go.