Announcement

Collapse
No announcement yet.

OOI/Brewers Notice Questions for an LLC

Collapse
X
 
  • Filter
  • Time
  • Show
Clear All
new posts

  • OOI/Brewers Notice Questions for an LLC

    I realize that there are a couple of older threads that discuss this topic, but there doesn't seem to be a consensus on how to handle the Owner and Officer Information (OOI) requirements related to the Brewers Notice.

    Here's our situation: we are a multi-member LLC with two member-managers. The two member-managers are the only members with ownership above 8%, and the remaining members have zero voting rights. In terms of funding, the vast majority of the investment is from the members with no voting rights.

    In reviewing the TTB website we've found multiple examples of language that requires any member of an LLC (disregarding ownership interest) to complete an OOI. We have also found multiple examples of language stating that the requirement only applies to members with at least a 10% interest.

    So, the main questions: who needs to fill out an OOI? If the answer is every member of the LLC, what if we bring on another member after we've submitted the Brewers Notice? Should we just wait until we are approved and then submit an amendment? That should work, in theory, as the TTB checks the number of OOIs submitted against the members listed on our Operating Agreement.

    If the answer is only members with at least 10% interest, then the total investment (which is requested in the Brewers Notice section where the OOI tracking number is submitted) will be very small. Does the TTB care about the investment figure? I have to guess that there is some sort of reasonability check there.

    The paper version of the Notice seems so much easier than Permits Online...

    Thanks for your help!

    Chris

  • #2
    Originally posted by clsmit View Post
    If the answer is only members with at least 10% interest, then the total investment (which is requested in the Brewers Notice section where the OOI tracking number is submitted) will be very small. Does the TTB care about the investment figure? I have to guess that there is some sort of reasonability check there.
    They're definitely going to want documentation of all the funding. Also, if you don't file an OOI for everyone, the ownership figures won't sum to 100%. That has to set off some flags.
    Sent from my Microsoft Bob

    Beer is like porn. You can buy it, but it's more fun to make your own.
    seanterrill.com/category/brewing | twomilebrewing.com

    Comment


    • #3
      I can only comment on my experience but I called on the same question and I was told that they want one for everyone regardless of the percentage of interest.

      Comment


      • #4
        Hey Chris,

        In the event that there is still confusion, since I am late to this, all investors in a LLC are considered members (voting or non-voting is irrelevant to TTB), and they must fill out an OOI. Their OOI application will not be reviewed until you submit your TTB application containing their name, OOI #, ownership %, etc. You can always add new members to your TTB permit as you add new investors to your company. But, the language does state that any member of an LLC has to fill out an OOI. I called up the TTB and spoke with 3 different people, and only one said it didn't matter becuase the ownership wasn't 10%. Clearly that person did not read or comprehend what he was reading becuase the 10% rule is for corporations and sole-proprietors, not LLC's. Why take the chance when submitting your TTB application? It can stink getting investors to complete the OOI form, in addition to the other forms they have to complete in order to finalize the investment, but that's the price to pay for setting up a LLC I guess.

        Cheers
        John
        Originally posted by clsmit View Post
        I realize that there are a couple of older threads that discuss this topic, but there doesn't seem to be a consensus on how to handle the Owner and Officer Information (OOI) requirements related to the Brewers Notice.

        Here's our situation: we are a multi-member LLC with two member-managers. The two member-managers are the only members with ownership above 8%, and the remaining members have zero voting rights. In terms of funding, the vast majority of the investment is from the members with no voting rights.

        In reviewing the TTB website we've found multiple examples of language that requires any member of an LLC (disregarding ownership interest) to complete an OOI. We have also found multiple examples of language stating that the requirement only applies to members with at least a 10% interest.

        So, the main questions: who needs to fill out an OOI? If the answer is every member of the LLC, what if we bring on another member after we've submitted the Brewers Notice? Should we just wait until we are approved and then submit an amendment? That should work, in theory, as the TTB checks the number of OOIs submitted against the members listed on our Operating Agreement.

        If the answer is only members with at least 10% interest, then the total investment (which is requested in the Brewers Notice section where the OOI tracking number is submitted) will be very small. Does the TTB care about the investment figure? I have to guess that there is some sort of reasonability check there.

        The paper version of the Notice seems so much easier than Permits Online...

        Thanks for your help!

        Chris

        Comment


        • #5
          My .02

          Hey Chris!

          We have an almost exact startup going, minus investors. We just submitted our TTB application, and it's a pain! But if you've done your homework and are prepared, it appears to be going smoothly for us. We already reached the 2nd step of their approval process and it's only been 6 days .

          To answer your question, every member of the LLC needs to complete an OOI. They aren't difficult, may take about 15-20 minutes each. But you need the OOI application tracking numbers to complete your TTB application. And as stated above, all the member percentages must equal 100% in order to proceed with the application.

          Proof of funding is very important, as well as a detailed drawing of your brewery. There biggest thing as far as I understand is where the tax determined beer will be stored, and how it will be differentiated from your untaxed beer.

          Just a fun fact that I didnt realize, you can't upload documents with a Mac! I borrowed a friends PC, and uploaded all of our documents; took about 90 minutes! Talk about stressful!

          Hope this rambling helps a bit, cheers buddy!

          Keith
          Olde Mother Brewing, LLC
          Frederick, MD

          Comment

          Working...
          X