CDS corporate structure questions

[Jamie Palisades]

The RA asked me to chair a short-duration commission to look into a governmental question that has been raised several times: "CDS need for corporate structure if any".

We will use our usual methodolgy for commissions:
-- Posting resource materials on the question [link to come];
-- Holding one or two meetings, to which anyone is welcome;
-- Taking citizen opinion by means of those meetings and this Forum; and then
-- Reporting to the RA.

We gave this commission an August reporting date deliberately, so that the *new* incoming RA would be in a position to consider and act on its recommendations.

I expect this may be a fast, tidy project -- but if it gets controversial or complex, we certainly will welcome more input, and can ask the RA to extend its reporting date. In any case, let's round up the various arguments and concerns that have been floating around informally, and distill out some specific plans and choices for CDS.

First meeting this Saturday at 11 am SLT after the tentative RA meeting. See here: http://forums.slcds.info/viewtopic.php?f=7&t=1998

Regards Jamie P

[Jamie Palisades]

Corporate structure commission - some issues for consideration

1. Goals of a real world company structure for CDS
-- 1.1. RL Assets are better protected from being misused?
---- 1.1.1 Officials of a legal entity have some enforceable legal duties to take good care of the entity's money
---- 1.1.2. The beneficiaries (stockholders/members/cestui) may have some direct rights to enforce that
---- 1.1.3. Assets e.g.,:
------ 1.1.3.1 Ownership of the sims
------ 1.1.3.2 Funds/money
------ 1.1.2.3. Websites & similar off-SL resources
------ 1.1.3.4. IPR, maybe: e.g., trademarks
------ 1.1.3.5. Not all the virtual intangibles: e.g., prim objects, rent payments
------ 1.1.3.6. Anything else?

-- 1.2. RL Assets can be held in a resolution or form outside of SL?
---- 1.2.1. Credit risk associated with LL
---- 1.2.2. Heavy-handed or capricious enforcement risk with SL

-- 1.3. Better traceability?

-- 1.4. Benefits of being a nonprofit
---- 1.4.1. Sim discounts
---- 1.4.2. Others?

-- 1.5. Any other reasons?

2. Overhead associated with a real world company structure for CDS
-- 2.1. Formation & costs
---- 2.1.1. Registration & filing fees, 'franchise tax' charges
------ 2.1.1.1. Traditional company: formation one-time registraion filing costs
------ 2.1.1.2. Traditional company: annual registration or 'franchise' fees
------ 2.1.1.3. Some lower costs for informal or private instruments, e.g., trust
------ 2.1.1.4. Using an "Association" without legal personhood -- rather like a trade name
---- 2.1.2. Drafting etc.
---- 2.1.3. Double entity taxation/levies
---- 2.1.4. Financial capacity of CDS
---- 2.1.5. CDS or SL intrinsic corporate entities? 'Eating our own dog food'

-- 2.2. Personnel
---- 2.2.1. Must have some kind of officer/trustee/designated party
------ 2.2.1.1. Deriving from CDS roles ...
-------- 2.2.1.1.1. .. Which often shift every six months ... or even more frequently
-------- 2.2.1.1.2. .. and have no continuity or backup plans: single-point-of-failure problem
------ 2.2.1.2. Some kind of extra-political persistent caretaker role?
---- 2.2.2. Anonymity a big bar to real world designations -- do we want to require 'outing' to serve in some roles? ------ 2.2.2.1. Note CDS interpretation of UDHR
------ 2.2.2.2. Note experience of SLBA

-- 2.3 Heightened duties?
---- 2.3.1. Maybe changes rules for handling funds? Fiduciary issues kick in
---- 2.3.2. Linden rules for non profits -- more mopney up front for sims
---- 2.3.3. Other similar requirements are imposed on our current methods?

3, Can the needs/issues listed in Section 1 can be achieved with SL tools -- or other non-legalistic methods -- without incurring the costs of Section 2?