LLC/Corporation Necessity

RickP

RickP

I am the writer and director of a short film that I plan on producing as well with little to no budget in the state of Florida. I have a good DP and some quality equipment and a bunch of friends willing to volunteer.

My dilemma is in whether or not to form an LLC/Corporation. Essentially all I want to be able to do is show a logo in the beginning with a fictitious production company name more or less just as a mark. What I figured I would do is register the name as a fictitious name in the state of Floria which I think would be good for 5 years. And then next, after coming up with the logo art, trademark the logo as well.

I plan on doing a lot of the filming guerrilla style where, against others' advise, I will be ignoring the possibility of getting sued (however if I don't have a company I don't know who they would come after legally if they don't know who I am). With that being said, as far as insurance goes I am not really concerned, so I wouldn't think I would need an LLC for that reason.

Furthermore I will not be acting as a production company in the sense of having potential clients come to me and say 'will you produce my movie'. This is strictly for me and my close network of people who want to volunteer. No one will be getting paid. Again, I wouldn't think I would need and LLC for this reason either.

Really my only concern with solely doing the fictitious name and the trademarked logo is that after the film is done and edited, I want to be the one who has ownership of it. I don't want it to be able to just get in anyone's hands and have no way of proving it's mine. Would, at this point, the legal thing to do just be to copyright the entire film under my name?

Any and all information regarding my concern would be greatly appreciated. Thanks.

-Rick
 
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Welcome to indietalk.

RickP said:
My dilemma is in whether or not to form an LLC/Corporation. Essentially all I want to be able to do is show a logo in the beginning with a fictitious production company name more or less just as a mark.
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You do not need to form an LLC/Corporation to be able to do is show
a logo in the beginning of your movie. You can register the copyright
to the script and the finished movie under your name.
 
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Rik is right - there's no reason to go through the hassle of forming an LLC if you aren't paying anyone, you're working only closely with friends, and you're representing yourself as an individual, not a company. If you were trying to start a small business, especially if it involved paying people, then the LLC would be a good idea.

You don't need to have any legality to show a logo - I've been showing one for years! (Foglight Studios) It was just a name to put on the front of my films, to help organize my channel online. I had a real LLC for a magazine I ran, but that was because we operated as a business with advertisers.

You should be alright!

Welcome to IT - I hope you stick around!
 
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The only two reasons I can think of to form an LLC are for liability and tax reasons.

The primary concern for liability with a production like you're describing is if someone got injured/killed during the production - and for that liability insurance would probably be a more important thing to worry about.

As far as tax purposes are concerned, and LLC makes sense if you're making more money with the business than you would reasonably expect to be paid in a similar position as an employee. Honestly that's not likely with a no-budget indie film.
 
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If you're doing a no-budget or ultra-low-budget, then you won't need an LLC.

In terms of liability, if you're going to be a one-man show, an LLC would not protect you, because you would be an operator on set as well as a director of the LLC, which would mean you would be sued along with the LLC. In terms of tax, if you lose money on the film, you may - repeat may - not be able to use that loss as a writeoff, because the losses on an LLC may - again repeat may - not be transferrable to your other operations.

Good luck with your project. :)
 
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Thanks for all the welcomes and quick responses. I'm glad I stumbled across this site.

I suppose I will register my production name and logo with the state so it is safe from being stolen, and then copyright the entire finished film after editing.
 
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You want to get a LLC if you've stuff to lose -- house, cars, etc. Anybody can sue you for anything related to your film -- not just injuries or death. If you lose the case, your house, etc., is protected.

This is also the reason for having a different LLC for each film. If you get sued for one film, a case can't take money from the other.

There's way too much concern/talk with production company names and logos in this forum. Make your film, come up with a production company name and slap a 5-second title card at the beginning and move on. Then come up with another LLC name for your next film. Time spent on logos/production company names is better spent on the actual film.
 
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I suppose someone could sue you for anything, but that doesn't necessarily mean an LLC will protect you or would be the best choice. It won't necessarily protect you against negligence claims, etc, and if you're the sole owner it may be determined that it's not really a separate business entity if you aren't scrupulous in separating and tracking your personal and business expenses - just forming an LLC isn't enough. You need to operate it like a proper business, and even then the protection is primarily against business liabilities.

I'd still say insurance is a better choice if you're concerned about legal protection. What good is having an LLC as protection if you get sued and can't afford the legal fees? Things like E&O insurance will cover legal fees in addition to liability if you're sued over something like intellectual property.
 
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ItDonnedOnMe said:
but that doesn't necessarily mean an LLC will protect you or would be the best choice.
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It would protect you from losing your home. If it didn't, what would be the point of LLCs in the first place? Secondly, my hunch says that lawyers will tell you that getting an LLC should be the very first thing you do.

If you're a sloppy/reckless business owner unworthy of protection, under the LLC, it would have to be another thing they'd have to prove in court, besides the first infraction.

even then the protection is primarily against business liabilities.
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everything you do under the LCC is business related.
 
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When I say 'business liability' I'm talking about things like being sued for breach of contract, violations of intellectual property, etc - that's very different than being found liable for negligence if a crew member gets hit by a car while you had them holding a reflector in the street. Having an LLC won't protect you in that case - they can sue you for the liability and go after your personal assets (like your home) whether you were doing it as part of the business or not. And if you're the sole owner of the LLC, it essentially becomes one of your assets as well rather than being a truly separate entity. That's why you need insurance, and why I'd consider it more important than the LLC itself unless you are actually conducting significant business and generating revenues.
 
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spatter8 said:
Well this thread answered my question. One less hassle I have to worry about. Thanks guys!
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Uhhh. Disclaimer: the above is not legal advice. No one is a lawyer. (Unless they are.) Use advice at your own risk.

:)



Why's this all got to be so scary?

Why's everybody got to be suing everybody?

Oh, I already know the answer to that one.

Rhetorical. =/
 
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all I want to be able to do is show a logo in the beginning with a fictitious production company name more or less just as a mark.
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Set up a DBA. Much cheaper.

Previous posters mentioned forming a LLC for liability reasons. Keep in mind that a LLC is just ONE line of defense. The most likely thing you could get sued for is if someone gets injured while filming. Insurance should cover that. Just make sure you've got worker's comp as part of the policy. Once the movie is shot, what are you going to get sued for? Accidental copyright or trademark infringement is about it. Might be cheaper to do your research, put the movie together accordingly and have a lawyer review it. Being careful in that regard is a line of defense in and of itself. Sanitize your movie by removing all products and logos whenever possible. Maybe Florida is not as expensive as California, but here in Cali it costs like $800 a year to maintain a corp plus other expenses that will put you well over $1,000 a year.
 
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I really don't think it is risky nor any way for me to get sued. I'm not sure how anyone would be able to blame me if I don't have an any sort of production company, LLC or otherwise. It is almost like the LLC/DBA/production company route puts me on the spot to provide insurance and what not for my employees and for me to take full responsibility of the film. I am realizing that this is definitely not the way I want to do since I am not setting up a business nor hiring employees.

Lets consider I start this production without an LLC/insurance/responsibility. With that being said, if someone gets hurt on private property than the beef would be between said volunteering crew member of our squad and the owner of that private property. I don't know how or why the crew member would come after me. For one they are more than likely going to be my friend and two I'm technically not in charge, yeah I am writing and directing the film but I'm not getting paid, I'm just as much a volunteer as the boom stick holder who tripped on the sprinkler.

When it comes to equipment, again they are my friend, and two even if they weren't why is it my problem that they risked volunteering and using their equipment and then it broke. That beef is between the owner of the equipment and the one who broke it. And if I brought in someone I was unsure about being a standup guy/girl than I wouldn't even have to give them my real name. Hey there I'm director X and this is OUR movie.

I'm really just concerned about the finished product being protected and I have already looked into copyrighting the entire finished product once we are done. I will also copyright any logo I use at the beginning of the film in order for it to not be stolen.
 
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RickP said:
if someone gets hurt on private property than the beef would be between said volunteering crew member of our squad and the owner of that private property.
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Both the injured party and the property owner will be suing YOU.

I don't know how or why the crew member would come after me. For one they are more than likely going to be my friend
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Wait till they get hurt then they'll sue you for every penny you got.

and two I'm technically not in charge, yeah I am writing and directing the film but I'm not getting paid, I'm just as much a volunteer as the boom stick holder who tripped on the sprinkler.
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No, YOU'RE in charge here.

When it comes to equipment, again they are my friend, and two even if they weren't why is it my problem that they risked volunteering and using their equipment and then it broke. That beef is between the owner of the equipment and the one who broke it.
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Nope, you'll get sued.

And if I brought in someone I was unsure about being a standup guy/girl than I wouldn't even have to give them my real name. Hey there I'm director X and this is OUR movie.
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You're setting yourself up to get sued for fraud now?

-------

Man, you're a bit ignorant here. Anyone can sue anybody for anything. Adjust your mindset accordingly.
 
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GuerrillaAngel said:
Both the injured party and the property owner will be suing YOU.



Wait till they get hurt then they'll sue you for every penny you got.



No, YOU'RE in charge here.



Nope, you'll get sued.



You're setting yourself up to get sued for fraud now?

-------

Man, you're a bit ignorant here. Anyone can sue anybody for anything. Adjust your mindset accordingly.
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You aren't doing anything here but pretending to know everything there is to know about getting sued, you aren't helping me understand.

Yes obviously anyone can sue anyone who is in charge. The one who proclaims to be in 'charge' will take on the responsibility. But why would you think, in this anarchic film setting, that I am considered to be the one in charge. For instance, the film could be put together by a buddy of mine who only wants to run the electricity for a set, he calls me up and says you want to use that old script you wrote and direct my movie? I say yes. Why am I going to be considered the one in charge? Is it because I am the director?

And if you would say 'no your buddy would be to blame'. Well then I am going to have someone be the one 'putting it together' that nobody knows. That way they won't have a name or face to go after.

Furthermore not sure why 'director x' would be fraudulent. I thought writers and directors can use whatever name they want.
 
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If I may jump in ...


RickP said:
Yes obviously anyone can sue anyone who is in charge. The one who proclaims to be in 'charge' will take on the responsibility. But why would you think, in this anarchic film setting, that I am considered to be the one in charge. For instance, the film could be put together by a buddy of mine who only wants to run the electricity for a set, he calls me up and says you want to use that old script you wrote and direct my movie? I say yes. Why am I going to be considered the one in charge? Is it because I am the director?
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You would be in charge because, as the sole shareholder of the corporation, you would be the director, president, and secretary. And, since it's a small production, you would be in charge AND you would be sued if that electricity gizmo catches fire and causes damage.



And if you would say 'no your buddy would be to blame'. Well then I am going to have someone be the one 'putting it together' that nobody knows. That way they won't have a name or face to go after.

Furthermore not sure why 'director x' would be fraudulent. I thought writers and directors can use whatever name they want.
Click to expand...

They will get your name. You may want to speak to a lawyer in your locality.
 
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RickP said:
You aren't doing anything here but pretending to know everything there is to know about getting sued, you aren't helping me understand.
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Are you interested in understanding? Or are you interested in proving
YOU are right? I know a lot about this issue.

RickP said:
But why would you think, in this anarchic film setting, that I am considered to be the one in charge.
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I thought you were the one in charge because of your first post. Are
we all wrong?
RickP said:
For instance, the film could be put together by a buddy of mine who only wants to run the electricity for a set, he calls me up and says you want to use that old script you wrote and direct my movie? I say yes. Why am I going to be considered the one in charge? Is it because I am the director?
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I'm sure you can come up with several examples. But yes, YOU would
the person "in charge" because you are the director. Now if this buddy
of yours who only wants to run the electricity for a set is the producer
then he is in charge. If he isn't acting as producer the you going to be
considered the one in charge because you are the director. In this example
you will spend a LOT of money on legal fees to place the legal blame on
your buddy.

RickP said:
And if you would say 'no your buddy would be to blame'. Well then I am going to have someone be the one 'putting it together' that nobody knows. That way they won't have a name or face to go after.
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A lawyer looking to assess damages for their client will find the person
you are covering for. And if it's discovered that you created a non-
existent person for the purpose of avoiding taking legal responsibility
there could be other legal issues you will have to face.

RickP said:
Furthermore not sure why 'director x' would be fraudulent. I thought writers and directors can use whatever name they want.
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You are deliberately using an example you know to be false to "prove"
your point. A writer or director using a different name on the credits
is not the same as someone using a false name to avoid legal liability.
I know you know that. For example; if you were getting paid to direct
and you wanted to use "Director X" the payroll check would not be cut
to Director X - it would be in your name with you SS number regardless
of what was seen on screen.

If you do not want to insure your production then don't insure it. But
don't argue and fight the legal risks you take by not insuring it. It's a
risk. Only YOU know if it's a risk worth taking. I suggest you NEVER
underestimate what people will do when injury and money are involved.
Even friends.
 
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Just a reminder. Once you post anything in cyberspace, it could come back to haunt you. There is the possibility that what you already posted could be used against you in the future. It is hard to be anonymous even with psuedonames.
 
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