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Intro:

We are playing SR3 in Seattle, but all players and GMs are from Europe & not skilled in law, not mentioning USA/Shadowrun law.

We are seeking for something somehow believable in USA/SR3 context (so we can find more about that later and build on that).

PCs got and took offer from friendly NPC (which "owes" them a lot and is trusted and good positioned) to buy some IDs and small company. They want run that as legal front for their new IDs to have "legal source of income" and a way for customers to be able pay by official money somehow. The company would own some buildings, cars and equipement too. PCs have large net of NPC contacts, which are willing and able "buy services" from that company (while paid by PCs for that) to keep the company alive, if needed. PCs should be able secretly run mentioned company while posing as "only ordinaly employees".

Antifraud and financial teams are not usually extra interested actively investigate such "small fishes".

Question:

GM does not know, what kind of legal form that should be called (like "Freds Services, inc." or so) and what to google for.


Background:

We play in really light "shadows", usually just some investigations, creating chaos here and there for distractration and such, PCs already killed few humans (mostly in "really excessive self defence"), but there are no visible traces to them and it is more exception, than a rule. The setting is soft and forgiving a lot, GM helps players to win many times. We just want to have fun and cinematic, not heavy drama and strugling. The "real action" takes less than half of gaming time, the rest is spend by buiding house, repairing and enhancing gear, cooking, gardening, chatting, dog shamman hiding bones on secret places ... So the following plan should succeed and work for some time and offer a lot of small activities too.

The background is, that some well hidden NPC/company collected some IDs of peoples, who died, bud was not entered as dead in system, corpses dissapeared and those IDs was "kept alive", transfered to work for some existing company "Bettys laboratories, something" (which was build and kept just for this purpose), used for who know what for years (need a lend ID to spend a week with prostitues in resort? Here is ID for the week, for some price, so you real ID get no moral harm ... style). And now the owner wants to close this "Bettys laboratories", sell all IDs to Shadows, divide the company to many idependent smaller independent sections/branches (via net of transactions) and sell them for lot of money. He have good law suport and knows what he is doing to hide the origins, but probably wants to start something different and bigger and so he want to capitalise this "Bettys laboratories" fast and discreetly. (GMs narative, why PC can buy legally clean company and new IDs, which are basically real.)

Our idea is, that that the "Fred's Services" will own a house, some cars, properly hire a (innoncent, not knowing) secretary to take phones and transfer messages around, fill legal forms for taxes and make a chair in companys house warm. All income of this company will be "arranged" somehow and spend for paying the house, secretary and couple of "employees". The company would be able to officially send an invoice for some inoncent "services" (like consultations) to ABC.inc (or DEF.inc, or who is todays customer), which would pay for it and put it into official accounting, but those "services" would be simple fictional, intangible and just way to pay the real shadowruner. Basically money laundering of some kind. "Employees" would spend part of the wage to keep "conspiracy flat" paid, part for consumables (everybody needs food & groceries) and rest on "pleasures" (like prostitues, drinks, etc.) which they would then get back in "dirty money" to buy guns and other illegal equipement.

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    \$\begingroup\$ How much will this matter in your game? Megacorps aren't exactly like real-world corporations, and Shadowrun doesn't simulate much detail for ordinary corporate activity. Is this just for immersion, or will the way that the PCs' corporation is legally organized have an impact on how the game plays out? \$\endgroup\$ – Upper_Case Oct 20 at 16:17
  • \$\begingroup\$ @Upper_Case Mainly it is for narative at this moment, but we will independently digg more about that over time and maybe we will find something interesting, what will allow us to do something in game too. Happend many times, like when we just throw dart to map and say "here we live" and later found old cemetry just two blocks away and made nice game arc of that. Now it is just frustrating to not know our own company's full name. (also all notes about that form are welcome - for the side effects reasons :) \$\endgroup\$ – gilhad Oct 20 at 16:31
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    \$\begingroup\$ This question may be a better fit at worldbuilding.stackexchange. \$\endgroup\$ – Thomas Markov Oct 20 at 16:53
  • \$\begingroup\$ I was considering that too, but somehow I feel it is more about already builded world (USA/SR3) than about building new one. (Also it could go in legal/law, while technically it is both about fictional base and how to do illegal things). I was not fully sure, where to put it and I can move it, if told to do so and where. \$\endgroup\$ – gilhad Oct 20 at 16:59
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    \$\begingroup\$ If you can get access to a copy, the SR2 resource Corporate Shadowfiles probably has the most detail of any SR sourcebook about the history and functioning of corporations in Shadowrun - though it does generally focus on the megacorporations rather than smaller entities. \$\endgroup\$ – Carcer Oct 20 at 17:38
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It doesn't matter

I have three major reasons for this conclusion:

  1. The world of Shadowrun is very different from the real world, and one of the areas in which this is most clearly true is corporate power and organization. Whatever legal and practical underpinnings there are in SR, megacorporations have radically changed the nature of government, law, and employment. Trying to come up with a real-world analogue is a red herring, because the SR setting is so different in this dimension that translating from reality doesn't work very well. The differences in corporate structure are likely to be similarly dramatic as the difference between magic in the real world (none) to SR (lots of it).

  2. Shadowrun doesn't have enough mechanical systems to simulate these features of corporations anyways, even if we had a reliable framework in which to describe corporate organization in-game (which we don't, as in (1), above). Forming a limited liability corporation (LLC) has some costs and benefits associated with legal liability, as opposed to being a sole proprietorship, but SR doesn't deal with lawsuits, legal risk against personal assets, etc. With the systems SR actually details, there isn't a difference between Business, Inc., Business Corp., Business LLC, or anything else-- only the effective might of a corporation really counts for anything. SR is not a law and accounting simulator.

  3. This business is going to be a front anyways, as I read the question. Its official status and organization are just smokescreens, and follow what the PCs need (as opposed to the PCs diligently following practices their business' organization suggests). This business is being formed explicitly to violate the law, not to model excellent corporate governance.


Gameplay elements do matter, so starting with those might be better

It makes more sense to me to answer some effective questions for the DM(s) which can then be worked into the story, rather than to spend a lot of time ironing out small details which the DM has to keep track of and try to work into a story. In my experience, it's easier to start with the arc of the plot and then find details to suit than it is to expect fun narratives to come from exhaustive, otherwise-irrelevant details.

For example, I have a hard time seeing that it would matter if the PCs' business were organized as an LLC versus some other organization-- that would really only matter in the case of a lawsuit against the business, which would have to be homebrewed as SR doesn't include much legal simulation (and runners' personal assets are typically subject to more direct threats anyways).

Conversely, it might matter if the business is privately owned versus being publicly traded: a publicly traded company has more requirements for legal and financial disclosures, and could be subject to something like a hostile takeover, while a private business doesn't have those same requirements and isn't subject to those same risks.

Interesting plot developments could happen to any business, no matter how it is organized. As a DM, I would very much prefer to spend my time thinking of those plot developments and then fitting them to the details of the story than to spend my time tracking minute details that aren't simulated in the game at all, are very unlikely to matter in the game at all, and mesh poorly with the setting.

In any case, gameplay will probably be best supported by abstracting these details away. It matters if your PC needs to spend downtime managing the business, but it doesn't matter if the PC spends that downtime filling out tax form 8049c or 20183d(ii). That's the kind of detail that corporate organization imposes, and fully defining that sort of issue isn't necessarily any better than saying "you have to prepare your business tax return".

Summary: Current, real-world business organization practices don't apply to SR, and SR doesn't simulate the elements needed to be able to use a real-world accurate answer. The legal organization of the PC business is a flavor detail at most.

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  • \$\begingroup\$ Thank you very much. Those terms (limited liability corporation (LLC), etc ) was totally unknown to me, now I had found some relevant pages and I could put "realistically looking" framework around it. Technically we need the secretary, deduce some part of money from every "round" (combined tax, bribes and other loses), leave all forms to secretary prepare and fill for "director" to sign and can pretend working Fred's LLC which would not break the illusion, handwaving the details. Our problems would be more like the secretary endangered by someone, gang vandalising our house and such events :) \$\endgroup\$ – gilhad Oct 20 at 18:51
  • \$\begingroup\$ We wanted avoid bad suffix, which would suggest, that this company is, say, publicly tradable open join-stock-company, or some similar nonsesnse. (Analogy: for company selling XXL pants for babies SHOULD register web domain like large-pants-for-babies.com, NOT babies.xxx :) \$\endgroup\$ – gilhad Oct 20 at 19:29
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    \$\begingroup\$ @gilhad Ah, I think I have a better understanding of where you're coming from now. I don't think you have to worry about it too much, but you can check out this link for more business structures currently used in the U.S. It might be worth working out the homebrew rule system you want to use, and asking about it here, before choosing a business structure as a model. \$\endgroup\$ – Upper_Case Oct 20 at 19:44
  • \$\begingroup\$ Thank you again, it is perfect link :) We had in mind something like S Corp or LLC, but we do not want risk non-citizen checks and such (double not on our shapeshifter wherefox), so it will be anonymous LLC ungagged.com/anonymousllc of some kind, arranged by lawyer of "Betty's" for us and handwave all details. We want to be known as "employees", not as owners. The "Fred's" would have income just to pay employees maybe sometimes also contractors, buy some cars and comps (which employees would use), repair its house, make small reserves for "bad months" and generate minimal profit. \$\endgroup\$ – gilhad Oct 20 at 21:55
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    \$\begingroup\$ @gilhad it seems like American businesses almost always include some version of "Corporation", "Inc/Incorporated", "Company", "LLC" etc. in their legal names, but also it's extremely common for them to use a trade name which doesn't. For instance, Marvel is legally registered as "Marvel Entertainment, LLC", but they trade and market under the brand name "MARVEL". If you're setting up an LLC you'll probably register it as Something Something LLC but you're free to use a simpler trade name for most other purposes - nobody would find that noteworthy or confusing. \$\endgroup\$ – Carcer Oct 21 at 8:09

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