“On the death, adjudicated incompetence, or bankruptcy of a Member”…
You know things are starting to get real when that’s the first thing you read on a Sunday morning. This lovely line of prose came from the brand new LLC operating agreement language that I was reviewing for our team this last weekend. It was under the section titled “Death Buy-outs.” This line really struck me in a morbidly humorous way. After all, it’s not as if death and buy-outs aren’t already heavy enough subjects on their own. It would probably take a pretty sick person (a lawyer) to combine the two.
However, despite the not so subtle and somber undertones of the operating agreement, I’m actually really excited to announce that we are officially forming an LLC to make our team a real, legal game studio. Assuming that the Evergreen State finishes reviewing our paperwork, we will soon be known as Reluctant Koala Studios LLC. I know — kind of a random name. But, I don’t want to take too much time to explain it right now, especially since the Koala part is so obvious.
Having a certificate of incorporation that reads “Reluctant Koala Studios LLC” is reward enough for going through the process of learning about and forming a corporate entity. However, we do have other reasons behind making a real, legal business entity for our endeavors.
One obvious benefit, for instance, is that having our own LLC will help us with more “grown up” business things like having a business checking account and keeping business expenses separate from personal expenses. Additionally, we also think having an LLC is important from an expectations and “friendship-bro-liability” standpoint (which is definitely a real legal term). After all, we were all good friends going into this endeavor, and we would generally prefer for that still to be the case afterward. We don’t need any Zuckerberg v. Winklevoss style lawsuit fests. So, we decided it would be worth sitting down and setting out some of our expectations in terms of decision making power and profit sharing in writing. I think we will be glad we did this when things get more hectic in a few months. Moreover, it makes the project seem even more real, official, and concrete – which is great for our motivation as well. After all, it’s hard to just let a project slide when the state is knocking on your door asking for an annual report.
Along with forming a legal entity, the project is also starting to feel more and more official because of another big change that will be happening in our lives soon. We need to bring an artist onto our team.
I can’t overstate how exciting it will be to have a talented artist that can really bring to life the characters and environments that Austin has created. Yet, bringing a new team member on board is also a bit scary. After all, Austin, Rich, and I have known each other for close to 6 years. We know each other’s personalities, styles, and quirks. We have no idea how a new team member will fit in with our team vibe. For example, how will the artist deal with Austin’s burning love of 80’s music? Will the artist understand any of Rich’s obscure internet references? Will the artist be stressed out when Mike touches his or her computer and it immediately breaks?
Until now, we’ve been able to get by naturally with the friendship we’ve built up in the past. But once we bring on an artist, we will also need to focus on building relationships while working on the game. Bringing a new team member in arguably makes this project feel even more official than all the LLC paperwork in the world. Because now, this isn’t just something we work on together as friends – it is work that we are also sharing with another person. Moreover, we are asking another person to dedicate substantial amounts of time and effort to our vision.
We recognize that making it as an artist in the videogame world is obscenely hard. An artist has to build up a great portfolio, and he or she only has so many hours in the day to work on this. We take the responsibility of offering this person a quality opportunity very seriously. Knowing that our project could affect the future of another person’s career definitely puts things in perspective and makes our hopes and responsibilities for this game very real.
So, given everything that’s at stake, I’m glad that we are putting in the effort to formalize our game making venture. Going through this process with close friends does feel a bit stilted and overly proper at times, but in the end I think we will be glad that we made our relationship official in the eyes of the law. We still haven’t made it Facebook official though – after all, we wouldn’t want to jump into this thing too quickly.