Well, my decision was just made a lot easier.
Last week, I asked WOTC about their requirement of being provided with a business license for all prospective 4th Ed. publishers.
Some background: Adamant Entertainment is a sole proprietorship in the state of Kansas. Kansas does not require registration of DBAs (Doing Business As), and only requires registration if you’re hiring employees — which, since I use freelance contractors, I do not. So, no “business license.”
I was informed today:
“The current wording in the new license firmly states that we absolutely require a business license.”
So, if you’re from a jurisdiction that doesn’t require them (which includes several countries, if I’m not mistaken), looks like you’re out of luck, unless you want to jump through an entirely unnecessary hoop, and register somewhere, just for the purpose of having a slip of paper to show WOTC.
Another staggeringly brilliant decision from WOTC Legal.
I’ve been told that if it changes, they’ll “let me know.”
“You were good enough to be invited to our ten company only conference call but you don’t have this unnecessary slip of paper so you can’t participate. Sorry.”
Here’s the disturbing bit: On the conference call, they said that the new license would feature “registration” and “Termination clauses” — now, we also know that it “absolutely requires a business license.”
What does this mean for non-publisher use of the OGL? No fans are going to be able to provide a business license, so does this mean that putting stuff up on a fan site (other than the approved WOTC-run Gleemax site) is now a no-go?
Hm, I guess the follow-up questions are:
1. EXACTLY what would they require as a “business license”?
2. How much time and money would it require to get one?
Then factor that into the whole “Is it worth it?” equation. :)
There’s certainly no such thing as a “business license” in the UK…
I was under the impression–which could, of course, be entirely mistaken–that the business license was an iron-clad requirement only for access to the “early starter package,” not for use of the OGL once it goes fully public.
Not that this makes things any better for you at the moment, even if I’m correct. :-/
That’s what I thought as well, but the language in the email I received seemed to indicate otherwise.
1. EXACTLY what would they require as a “business license”?
“My mom said I could. See? Here’s a note.”
Heh. But I was thinking, as an example, of the license to sell product in Wisconsin that we used to need at GenCon each year. That’s a business license. Would it do?
Likely not, as that’s a vendor’s license which simply grants the ability to legally sell from a fixed (standard) or moving (transient) location. I’m guessing they’d go for the more formalized understanding of business license, the kind that is granted by a state as an official recognition of the business as an entity.
Yeah yeah, be a buzzkill.
:)
If the wording/requirement is *in the license itself* as the response Gareth quotes says, it has nothing to do with the $5K Dev Kit scheme. Since the license itself if under NDA, no one will be able to confirm or deny this is the case once we’re actually allowed to see the damn thing, so I don’t expect this situation to be cleared up for the public anytime soon unless Rouse decides to make some additional public statements. (Considering they’re going to the trouble of NDAing the OGL in the first place, I wouldn’t hold my breath for additional clarifying statements… but that’s just me.)
In my state, a DBA costs a whopping $12 and a trip to the courthouse. Even if it’s not required in Kansas, surely they’ll issue one if you request.
I’ve also been told that banks won’t deposit a check made out to your company name unless you can provide them with DBA paperwork (or your company taxpayer number in the case of a corp) that they can keep on file.
All of the above notwithstanding, unless you want to work yourself sick I don’t think the WotC deal is worth it.
If you register with Companies House you receive a certificate which is pretty much your official stamp and includes your Business Registration Number and everything.
I’m guessing UK publishers would have to send them a copy of that.
It’s a reasonable guess… although it really depends how arsey WotC want to be about it. A certificate of incorporation doesn’t really relate to a business license, as I understand it. From Wikipedia’s page on Business License:
“Incorporation is not the same legal process as being licensed to do business.”
banks won’t deposit a check made out to your company name unless you can provide them with DBA paperwork
Not in this state. You just use your SSN as an identification number, and tell them what DBA you want to have the account under.
It’s more the lack of common sense here that has made my decision for me — I mean, WOTC Legal just invalidated any UK publisher, for example. (See‘s comment below)
It’s becoming more and more obvious that they haven’t thought any of this through, and most likely would prefer not to be dealing with the OGL at all, but don’t want to risk another PR disaster, like “killing DRAGON magazine.”
I suppose it’s their way of keeping people from doing what Wolfgang Baur did: get enough people to buy into a license and then split the 4th Edition License goodies with the donators.
Except it doesn’t do that at all.
Not in this state. You just use your SSN as an identification number, and tell them what DBA you want to have the account under.
That’s pretty scary in its own right. What’s to keep an employee from setting up his own bank account for “Fed-Ex” or “Pizza Hut”? Other than linking it to your own name and getting thrown in prison for embezzlement, that is?
At least I get to be happy that you’ll be staying away from 4e for the moment. I want more 3e stuff!
Especially if this is an example of WotC’s design skills. A license is a mechanical, written system. So are game rules. color me unimpressed.
I’ve got a business license. Wanna do, er, business? Email me.
I doubt the legal department does much rules design…..
Does that sound as dirty as I think it does? :)
I appreciate the offer, but WOTC’s response raises more concerns in me than just the requirement.
Incorporating and registering your business has serious advantages from a legal standpoint. It can be a little annoying but it will really cover your ass.
Not in single-shareholder incorporations. The days of the “corporate shield” are long past, at least for small businesses.
Like… these may not be the guys who wrote the game, but they ARE the ones who wrote the new OGL?
Fills me with confidence.
Lawyers and Game Design
Lawyers design rules all the time. Trouble is, they design for Bureaucracy: The Paperwork
OSRIC the dang thing once you have a copy. Take full advantage of U.S. copyright law and court findings, decisions, and precedents.
I haven’t been following matters at all closely, but from what I have heard I have a very bad feeling about 4e. Unless I’m mistaken (always a possibility), fourth edition is going to do what third did to D&D, only more so.
I’ve been thinking about Eli Whitney and his attempts to invent a cotton harvester as a follow up to the cotton gin. He failed ultimately to develop a harvester because he was using the wrong model to emulate. That is Wizards’ failing, they are using the wrong model to base RPG design on, and so missing out on an opportunity to grow their customer base in a substantial way. But that is a matter for a blog post.
So, to keep this comment shorter than it would otherwise be; OSRIC the mechanics and use them as the basis for your own game. Wyrms & Wonders maybe?
That’s ten shades of suck. I have to have a DBA in Florida, but it’s just ridiculous that they would not take into account states/countries that do not. Shoddy.
Re: Lawyers and Game Design
But to be fair, it’s the best selling system of all time, even though everyone complains about it.
We live in different states, not on a different planet. It costs $84 to register an S-Corp in KS. The benefits? Legal protection of your personal assets, business assets (like your business name!),a separate credit rating for your business (free), many potential tax advantages… Not to mention LLC’s.
You know, Tom, I have been doing this for about 15 years now.
The corporate shield laws governing S-Corps have been weakened in Kansas since the late-80s/early 90s. For example, lenders can require personal guarantees from corporate officers as a condition of supplying credit, thus negating the limitation of liability, and corporate officers can still be held personally liable for the corporation’s credit.
Plus, under an S-Corp, if I decide to have the corporation purchase health insurance for me, it’s counted as taxable income on my taxes, since I’d own more than 2 percent of available stock.
There are reasons why I do the things that I do, and believe it or not, it IS because I know what I’m doing.
Your schtick is really getting old.