The Something-Something Press

[gsoylent]

Just looking through this forum, I can see a lot game designers have set themselves up as publishers and in doing so have adopted a company style name one the lines of "Someting-something Press" or "ACME Publishing".

Just out of curiosity, are these real, registered companies? Is there financial, tax reason to self-publish as company rather than individual, sort of like the way IT contratractors often set themselves as companies? And is it mostly US people doing this, or authors in other countries (the UK specificially) going down the same route?

TIA

[timfire]

Some peoples get a license (ie register their company name), some people don't. A few people have set themselves up as INC's, but I would bet more people have set up their company as a sole propriatorship.

A SP is easier to setup, but the company does NOT have a distinct identity from the owner, legally, they are one and the same. INC's are a seperate legal entity. But INC are harder/more expensive to set up.

But at the level that many of us are operating under, it's not neccesarily to get a business license, they can just have people write the check to "Joe Smith". It's a matter of whether or not they want to be able to write off business expensives (at least, that's my reason).

BTW as a data point, I have not yet gotten a business license for "Timfire Publishing" but plan to do sometime soon.

[Ron Edwards]

Hello,

We should break down all the possible options and their meanings. I've done this before, but it was a while ago and the thread eluded me. So, sticking with my usual analogy of lemonade ...

Anyone may put a logo and a ginchy name on the side of something they sell or even give away for free. This is an imprint. It has absolutely no legal or commercial meaning, but it does have a commercial function of establishing name recognition.

You set up a lemonade stand with your kid on the front lawn. You paint "Billy's Wonderful Lemonade Company" on the front of it./i]

Even though the imprint says "company," that is just a word. It is meaningless except as a useful word relative to customer perceptions (in this case, amusement at Bill's hubris, gaining some sympathy purchases).

If you are in the U.S. and make a certain amount of money from this activity over a hard limit, the IRS wants to know about it. As I understand it, that limit is $400 in a year, but memory may deceive me, so look it up for yourselves. States may also want to have some say in this limit, so check on that as well.

Billy does a bang-up job and somehow manages to cop $800 in lemonade sales. You raise his allowance and consider putting an ad in the neighborhood paper next year.

All you really have to do is declare the income, but if you want, you can also declare this a "business." If you do this, you need a business license in the state, and you probably will set this up as a Sole Proprietorship. What this is, in the U.S., is basically for tax purposes; those funds get taxed as business (i.e. less). However, it's just "you," and you are perfectly able to switch funding from the left-hand pocket (your real job earnings) back and forth with the funding in the right-hand pocket (slated for Billy's Wonderful Lemonade development) as you see fit, without alarming the tax people.

Note that through all of this, the imprint has been just the same as always: a logo and a phrase. You can change it whenever you want; it means nothing at all in legal terms.

(If you want to trademark your imprint, you can, and have fun when you dive into the whole legal quagmire of IP and so forth. Opinions differ as to whether trademarking "protects" you in any way, and that is off-topic for this thread.)

So you get the license and register the Sole Proprietorship and maybe even open a checking account for Billy's Wonderful Lemonade, just to keep the funding organized. Hooray! You have a "company" now, although it is not incorporated.

Well now, can you stop there? Absolutely. You have your company, which as a term is no longer a joke, you have your business license, and you have your imprint, and if you want, a trademarked imprint.

As for incorporating, you can do that now if you want. But remember, that doesn't make the endeavor a "company," it makes the company into a corporation. The good news is that the corporation can get socked in the nose by a lawsuit without affecting any other job/money belonging to you and Billy, or that the corporation can go under without affecting these things. You also need to be pretty concerned about money in/out for the corporation vs. money in/out for any other aspect of your life, because now, as far as the IRS is concerned, ne'er the twain shall meet again.

Does all that help? The verbal content of the imprint is whatever you want it to be, even for the lemonade stand which only makes $10 a year, all the way up to a corporation which makes considerably more. The "company" status comes with the business license and the Sole Proprietorship, although certainly a kind of "about to organize this" stage can be recognized for people making the transition. The corporation is a specific financial arrangement which can be added on top of all of this.

Finally, as a reminder, people who live somewhere besides the U.S. need to check out their country's laws about these things.

Best,
Ron

[Ron Edwards]

Hello,

To add on, a bit of information: Adept Press is a corporation using the "S" designation, indicating that it has only one owner/employee, myself. That of course is built on top of its being a company with a business license, and in fact, prior to incorporating, a sole proprietorship. Before that, it was a lemonade stand, albeit on the internet, of no financial interest to the feds or state at all.

Best,
Ron

[gsoylent]

Many thanks.

[Blankshield]

Blank Shield Press is me and I am BSP.  In Canada, or at least the corner of it that I live in, the rules are a bit fudgey, and I haven't sat down with a lawyer yet to see when exactly I have to care more than I do. 

That being said:
I am a Sole Proprietorship, which uses part of my home for my business.  I do not need a business license unless I am receiving business traffic (the human kind, not the freight kind) at my home.  If I am expecting postal traffic beyond "normal residential volumes" I am strongly recommended to have a commerical PO box, but that's Canada Post stuff, not government regulations.

There is also a certain $$ net income beyond which having a business license is required; I don't recall off-hand what it is, beyond knowing it is a postive amount.  As soon as I have a net income in the positives, I'll get one.  They're dirt cheap; thirty or fifty bucks or somesuch amount.

I don't recall what the requirements/recommendations are as far as actually incorporating/becoming a legal corporate entity in Canada are.  I do know that when I looked at the numbers, I thought "Ok, that will pretty much never be me."

In Canada, so far as I can tell from my inquiries into tax stuff, there is no minimum dollar amount below which you need not declare business income.  If I sell lemonade for a month and make ten bucks profit, I need to report that to Revenue Canada.

Also, up here, business license requirements vary wildly, because they are provincially legislated but municipally managed.  Which means there are some broad requirements set by the province, and beyond that it changes from town to town.  Eric (Harlequin on here) has different licensing requirements than I do, and he lives about 20 minutes down the road.

James

[LloydBrown]

Hello,

To add on, a bit of information: Adept Press is a corporation using the "S" designation, indicating that it has only one owner/employee, myself. That of course is built on top of its being a company with a business license, and in fact, prior to incorporating, a sole proprietorship. Before that, it was a lemonade stand, albeit on the internet, of no financial interest to the feds or state at all.

Best,
Ron

It does not follow that if you have an S corp, you may only have one employee.  I owned one and had several. 

Also, the business license is not always a state function.  At least here in Florida, some municipalities (counties or cities) don't require them. 

[Ron Edwards]

That's right, Lloyd. I was unclear.

My corporation happens to be a one-man entity, but the "S" issue is not about having employees, but rather a matter of shares and ownership and all that sort of thing. People need to check with their state's & country's laws about incorporating to learn more about it.

Best,
Ron

[ethan_greer]

I would just like to point out that "Something Something Press" would be a cool name for an indie RPG imprint.

And the last time Ron talked about this that I recall was here. I remember 'cause it was my thread...

[Josh Roby]

Ron, you left out an LLC.

Whereas a corporation is incorporated, becomes a legally distinct entity, and ownership is expressed in shares (even if 100% of the shares are held by one person), a Limited Liability Company is organized (legal term) to become a legally distinct entity but ownership is expressly stipulated in the terms of Organization and (generally) cannot change.  Ownership of the LLC can be passed to someone else through very narrow guidelines, or it can be dissolved and its assets transferred to someone else (who can organize another LLC with a similar name).

LLCs pay lesser taxes (generally) than corporations, and also limit liability (hence the name) so that if your company goes under, it doesn't take you with it.  If you want to try the three-tier method, this is the way to go, since you only lose your initial investment if things go sour with stock buy-backs and other such nonsense.  I may-or-may-not try this when I get Full Light, Full Steam in a publishable state -- in California, the company pays something like $800 a year in taxes for the privilege of not totally destroying my personal finances when the house of cards collapses.  I haven't looked at enough numbers yet to see if this ever works out to the positive in my personal situation.

LLCs differ widely state-to-state; it's also perfectly legal to organize in other state (like Delaware) with more amenable laws, so research is a good thing.

[Andrew Cooper]

I've been a partner in creating an LLC before.  They are essentially a cross between a corporation and a sole-proprietorship / partnership.  The downside initially of such an organization is that (in Tennessee) while a business license for a SP would cost me $35 at the courthouse, it cost $500 in to get a lawyer to draft up our Articles of Incorporation and file all the appropriate paperwork with the State.  So, you do generally have a bit higher initial outlay of funds to get started with an LLC.  However, you are not taxed twice for income (at least in Tennessee) in an LLC, unlike a corporation.

[Ron Edwards]

Hello,

Good information. I am aware of LLCs, but usually just fold them into "corporation" among the various options that term includes.

I'd like people to focus on the point of the thread, which was not about the various ways to parse "corporation," but rather what is meant by "game company." Internet discourse has a way of becoming more and more detailed about less and less stuff.

Best,
Ron