01
Unit-by-Unit LLC Silos & Investor Syndications
Drafting multi-class operating agreements with preferred investor return waterfalls, management fee structures, passive investor protections, and clear buyout mechanics.
Corporate & Lease Counsel for Hospitality & Franchise Operators.
Structuring multi-unit restaurant groups, franchise portfolios, investor syndications, liquor license transfers, and commercial retail leases across Metro Detroit and Michigan.
Multi-Unit Operations & Consumer ยท Lead Counsel: Reese Serra (P74482), Matt Wozniak, JD / CPA
Sector FocusHospitality, Restaurants & Franchises
Lead AttorneysReese Serra (P74482) & Matt Wozniak, JD / CPA
Court VenuesOakland, Macomb, Wayne & Federal Courts
Headquarters125 E. 3rd St, Suite 100, Rochester, MI
How should multi-unit restaurant and franchise operators structure store entities?
Multi-unit hospitality and franchise operators should place each store location and Michigan Liquor Control Commission (MLCC) license into a standalone operating LLC owned by a parent holding company, keeping intellectual property in a separate brand entity and limiting landlord personal guaranties to rolling burn-off windows.
Core legal architecture for hospitality, restaurants & franchises.
Structured entity isolation, commercial contract precision, tax alignment, and courtroom enforcement built for owners and executive teams.
Discuss This Mandate →
02
FDD Review, Territory Rights & Liquor Transfers
Reviewing Franchise Disclosure Documents, negotiating multi-unit area development schedules, and handling MLCC escrow and conditional license transfers.
03
Retail Lease Workouts & Employment Compliance
Negotiating percentage-rent thresholds, HVAC/grease-trap landlord responsibilities, exclusivity covenants, and Michigan tipped-wage and management non-solicitation policies.
Controlling statutory framework.
Every operating agreement, acquisition, lease, and litigation strategy is anchored to the Michigan and federal authorities governing hospitality, restaurants & franchises.
Statutory & Regulatory Benchmark 01
Michigan Franchise Investment Law (MCL 445.1501 et seq.)
Statutory & Regulatory Benchmark 02
Michigan Liquor Control Code of 1998 (MCL 436.1101 et seq.)
Statutory & Regulatory Benchmark 03
Michigan Improved Workforce Opportunity Wage Act (MCL 408.931 et seq.)
Principal counsel & trial readiness.
Your matter is led directly by senior attorneys who combine entrepreneurial ownership experience, CPA tax fluency, and decades of Michigan courtroom advocacy.
Founding Attorney & Managing Member ยท Bar P74482Reese SerraSenior Litigation & Trial CounselBrian D. HarrisonAttorney & Certified Public Accountant (JD / CPA)Matt Wozniak
High-Turnover Hospitality FICA Savings
Multi-unit restaurant and hotel groups reduce annual employer FICA payroll taxes per participating full-time W-2 employee through compliant Section 125 preventive programs.
Frequently asked questions: Hospitality, Restaurants & Franchises
Direct answers to the structural, transactional, and litigation questions Michigan owners ask most often.
Why should intellectual property and recipes live outside the restaurant operating LLC?
If a single location faces a premises, dram-shop, or landlord judgment, holding trademarks, recipes, and domain names in a separate IP entity preserves the brand so all other locations continue operating undisturbed.
How long does a Michigan liquor license transfer take in an asset purchase?
Standard MLCC transfers often take several months, though buyers purchasing an existing licensed establishment can frequently apply for a Conditional License under MCL 436.1525 to begin operating far sooner while full investigation completes.
Can passive restaurant investors be shielded from capital calls they did not approve?
Yes. Well-drafted operating agreements distinguish mandatory tax/safety reserves from discretionary capital calls and define non-punitive dilution or member-loan remedies instead of personal liability.
What is the biggest trap in retail restaurant leases?
Uncapped personal guaranties paired with landlord relocation rights or ambiguous HVAC replacement clauses. We negotiate good-guy guaranty release provisions and hard caps on personal exposure.