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I've actually been wondering how long until people bring this up :) And . . . while it's tempting, I'm not sure this has the effect we want.
so okay this is going to be long sorry
A lot of people think the head of a company is the CEO. This is incorrect. The CEO is the current centralized leader. The head of a company is its shareholders; they are the ones who have the power to control where the company goes. There is no greater authority. They literally own the company, they control everything about it.
But practically, very few people want a company to vote on every single thing. They want someone in charge to make decisions unilaterally, and that's the CEO. (Dictatorships are very effective if you have a good dictator!)
And to make this even more complicated, very few people want to choose the CEO, nor do they want to have to watch the CEO's actions. They want someone trusted to do it for them. That ends up being the Board of Directors.
So, conceptually, the shareholders choose the board (usually with advice from the current board, but not necessarily), the board chooses and regulates the CEO, the CEO runs the company.
You can kinda model nonprofits in the same way. Nonprofits often have a CEO. Nonprofits often have a board. And nonprofits also, arguably, have shareholders.
The shareholders for a nonprofit are "the citizens of the country".
And this means things are already extra-complicated. As annoying as "choose the board" is, that's nothing compared to every citizen in the country being asked to choose the board for every single nonprofit in the country.
In practice, the government ends up being the middleman here. The citizens choose the government; the government chooses the board; the board chooses the CEO; the CEO makes the actual decisions. Which technically means that every nonprofit is being managed by the government.
You can probably see the issue I have here.
I don't want the government to have oversight over us. I don't want to be liable for each individual Presidency to decide they don't like our behavior. I also don't want to deal with a board. A non-profit's board is mandatory and must not be half-or-more members of the same family.
So as long as we're not a non-profit, it's me; I'm in charge. I'm the guy who decides what happens. Whereas if we were a non-profit, we would have to get a board of directors, and I would inevitably be a minority in it, and the government would have ultimate oversight over us, and I am just not a huge fan of that arrangement.
If people disagree, I am happy to entertain disagreement, though - tell me if you think this would work out!
My $0.05 of Not Legal Advice because I Am Not Your Lawyer, agreed a 501(c)(3) would be a Bad Thing for TheMotte's mission. A sole proprietorship, i.e., functionally what you have now, would also be a Bad Thing if there is expansion because (God forbid) someone decide that they want to sue, well the sole proprietor of a sole proprietorship has no "corporate veil." That is to say there is no shield between the business (TheMotte) and the sole proprietor (you). Your personal assets are liable to forfeiture for restitution. Bankruptcy becomes common in sole proprietorships that have litigation become prohibitively expensive (a good bet) because there is no corporate veil.
So what might be a good fit would be a Limited Liability Corporation (LLC). An LLC is not required to have a Board, it can in fact have whatever ownership and leadership structure (subject to some restrictions) you so choose. It can have a board, or it can be a Single Member LLC (exactly what it sounds like), a Multi-Member LLC (also exactly what it sounds like), a Closely Held LLC (multi-member but small and increased rights of all members to prevent transfer of ownership shares), or a multitude of other options.
Even forming an LLC is not a guarantee of course, courts can "pierce the corporate veil" in the parlance, meaning they can decide that the actions of the corporation's ownership/leadership are so egregious that they can be held liable as individuals, but a competent attorney should be able to provide a list of what not to do to avoid this. If the Dictatorship decides that increasing scale is a good idea, then I would strongly recommend consulting with an attorney specializing in small business regulations to determine the best path forward.
I admittedly hadn't consciously thought of doing an LLC, but you're right, good idea before scaling up.
I've actually got two companies (one LLC-as-S-corp and one C-corp) and am about to start a third anyway, this is ground I am reasonably familiar with so the actual doing-of-it isn't a big deal, and thanks for the reminder that I should do that :)
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Once an attorney is involved, the economics of a small venture turn infeasible very quickly.
This is true, but it's also reasonable to add it on a list of checklist things to do when the small venture is threatening to no longer be small.
I think if I had to set up a schedule:
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I am not a lawyer, but my limited understanding is that 501(c)(3) and like grant tax exemptions to certain organizations that operate for the particular kinds of "public good", which is a nebulously defined concept, and that's why the government gets to insert itself as a representative of the public
Having a separate for-profit legal entity solely owned by you may still be beneficial if the Motte goes big.
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This all sounds basically correct, I think (I haven't really studied "business associations" since I was a law student, though). Provided you're up for taking some individually-directed heat (and I have no reason to think you're not up for this) then by all means: be our beloved tyrant! It just seemed like an option worth mentioning.
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