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  1. #1
    Sachiel7 is offline Junior Member
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    Feb 2008
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    Red face LLC Startup/OA Questions

    Hey everyone, Sachiel7 here.

    So, as I stated in my introduction thread, I am forming an LLC geared towards videogame development.
    The operating model I would like to use for the comany revolves around project-based work. Not all members of the LLC will be participating in every project, or in the same extent each time. So, a project contract will be formed for each project outlining who is on board, in what capacity they are involved, etc.
    I would like to make compensation to the members based on percentages agreed on in the Project Contract. So, all profits gained on a specific project will be broken down into percentages to each of the members on a regular basis, until a certain period ends, or indefinitially. My big question is, is this doable? How can this be handled? Would this be considered profits/losses or distributions? My thought was in the Operating Agreement, simply state something to the effect of "profits and losses/distributions for specific products will be divided amongst the members included in the project contract at the percentages agreed upon in the project contract. Distributions will be made in the intervals agreed upon in the project contract, until the end time in the contract." or something like that. There would also be an agreement on what happens if profits continue to come in after an end time for distributions.
    If this is not doable, at least how do I handle profits/losses being seperate from contribution amounts?
    Can the LLC have members that have 0% contributions? I have not yet come across anything stating otherwise. Some of my younger family does not have anything to contribute, but would like to be members and perform duties just as everyone else, and we would be fine with that.

    So an example, if I havent been clear enough.
    The LLC, lets say, has 5 members.
    Bob, Jim, and Joe come up with a project, supply a Project Declaration (which is approved by head management), and then complete and submit a Project Contract.
    They each hold only 20% of the company interests, but only they are working on the project, so they must divide 100% of the between them (and the company). As a rule, the company account must retain a percentage of the profits (probably 10%) and the rest is divided amongst the project's people.
    Bob and Jim are going to each be putting in the most work, but Joe is only there for one small phase of the Project. As such, the Trio agree on the following percentages:
    Company Funds:10%
    Bob:40%
    Jim:40%
    Joe:10%
    They also agree that distributions will be made bi-weekly for a period of five years, if profits are available. After the two year period, they agree that any further profits on the project will be distributed 100% into the company account.
    They sign the contract, and work on the project. The project is complete, and hits the market. As profits come in, they are distributed as per the contract until the end period (5 years).

    Can I make this model work?

    Another question regarding equipment. I know that for liability reasons, it is best to get the company setup with its own equipment that it owns to raise its worth, and keep personal and business seperate to avoid peircing the corporate veil, etc, etc, but in this situation is there anything preventing members to use their own personal equipment for company business? This would have to be outlined in the operating agreement, of course, that use of personal equipment will not be compensated for, but considered an investment of service to the company, or something like that.
    I'm quite sure at this stage though that I have enough resources and money to get the business setup with what it needs, but its nice to know since the type of business involves many different tools, most that members already own.

    Thank you for taking the time to read my post, I appreciate any advice you may have!

    -=Sachiel7=-

  2. #2
    atif is offline Junior Member
    Join Date
    Feb 2008
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    about project

    hi
    do you guys some specific projects or anybody who gives project you can view it and tell them yo can do it or not.

  3. #3
    Sachiel7 is offline Junior Member
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    Feb 2008
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    Any member of the company is allowed to submit a Project Declaration, which must be approved by head manager(s) or a majority vote, and be signed by the approving parties. The declaration simply gives an overview on the project, who is interested in being a part of the project and in what extent, and estimated timeline for the project, estimate of how much content/work is needed in what areas, etc.
    The Declaration may be denied for several reasons. Perhaps the Lead manager feels that not enough people are interested, for example, to cover 2D Multimedia content. Rejections must be accompanied by reasons for rejection. A project can only be Declared a maximum of three times without approval, or it must wait another year before reattempting another declaration.

    I speak of things in a very broad sense, as if we had a nice sized team of 10-20 members, but in reality, most projects (at this point) will probably consist of 2 - 4 members, typically. But I still want the model to be in place to accomodate a larger crowd, should the business grow.

    There will, in many cases, however, be situations where, as in my previous example, one member is doing very little on a project. It is expected that the compensation should equate the services rendered over the course of the entire project.

    I think a typical project with our group at this point will include a project manager, 1-2 programmers, 1-2 artists, and 1-2 testers/misc. (and these positions may be covered by 2-3 people) Members are allowed to fill multiple areas of work on a project. Typically the project manager will also function as lead programmer, or a 2D artist, etc.

    Our goal right now is once we have the company set up, hold a few meetings to develop a concept for a semi-simplistic project that we can produce within a reasonable timeline, at a low, mass-market price (say, $10/copy?). This will allow us to utilize more time and money in marketing as well. Once a few profits start trickling in, we use some of the company percentage to both further promote the product, and to invest in further company equipment.

  4. #4
    BusinessAdviser's Avatar
    BusinessAdviser is offline
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    Just about anything is doable with an LLC, which is an attractive feature of such entity. However, I highly advise against you trying to draft it yourself. Hire an attorney.

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