How to Protect your Blog’s Assets

How to Protect your Blog’s Assets

This is a guest post by John Corcoran from California Law Report. John is a lawyer and blogger who understands that there are a lot of people who blog and do business online who don’t take the necessary precautions to legally protect themselves and the assets that they’ve created. Although laws differ depending on where you live or where your business resides, this is really important advice – and probably a reminder to a lot of you who have been meaning to take action, but have yet to do so.

Even though John is a lawyer, he is probably not your lawyer (if he is, then that’s cool!), so before you decide to take action based on the information presented in this post, it is recommended that you first consult with your own attorney.

I, of course, am not a lawyer.

Cheers, and here’s John:

Pat recently wrote a post on The Dark Side of Successful Blogging in which he explained the many negatives he has had to deal with as SPI has experienced explosive growth over the past less than three years.

Just like any successful business, successful bloggers experience growing pains as they begin to gain a following. Usually success means outgrowing an original hosting provider or email marketing provider, as well as countless themes, plugins, affiliates, and maybe even phone systems or office space.

What successful bloggers usually don’t realize as they are building a following and watching their income grow each day is that along the way, they’ve built some major assets which need guarding and protection. The domain, the blog itself, the brand, even a Twitter account with substantial followers can all quickly become extremely valuable assets. And on the list of “to do” items, I’m willing to bet that setting up legal protections to guard blog assets falls pretty far down on the list.

If you haven’t already, you should be thinking now about how you can legally protect yourself and the valuable assets you have created.

You could be sued by an affiliate who claims they are owed thousands in unpaid commissions, or by another blogger who claims you stole their “idea.” No matter the dispute, if you leave yourself exposed, your hard work could go down in flames.

You wouldn’t buy a $100,000 condo without really protecting yourself from losing it (such as by purchasing insurance), yet some bloggers build a $100,000 blog without building adequate protections. Personally, I think that’s nuts.

Of course, every blogger’s life situation is different, and the laws will be different depending on where you live. But there are certain similarities and principles which are universal when it comes to setting up a legal structure to protect your interests wherever you live.

You will also need to decide when your growth is significant enough to justify the significant contribution of time, energy and money to separate all of the business of your blog into a new separate legal entity.

How to Form a Legal Business for Your Blog

The first step is you should form a separate legal entity, owned by you, which “houses” all of your blog’s assets. Every state and country has different laws and names for this particular legal entity, but in California, where I practice law, the best entity is a Limited Liability Company (LLC). The LLC may go by another name depending on where you live.

Why should you choose to form a LLC instead of a corporation?

A LLC is a highly flexible and customizable legal entity that gives you the peace of mind of knowing you are protecting your assets without throwing up burdensome legal barriers and maintenance requirements. A LLC is generally easier to set up, cheaper, and more flexible with fewer formal requirements than a corporation.  On the other hand, a corporation does have certain advantages, namely that it can take on investors (shareholders) who have limited liability for the corporation’s debts or actions. In most cases, the advantages of forming a corporation are outweighed by the increased burdens which corporate formalities bring — especially given that most bloggers don’t need to bring on investors.

Pat previously wrote a guide on how he set up the LLC for his blog which you can follow.

If you have business partners for your blog, then you will also need to prepare an Operating Agreement. The Operating Agreement spells out the nuts and bolts of the business; it is the “Constitution” which guides the business.

If one of you is going to handle 90% of the writing and the other is going to handle 100% of the affiliate programs but you’re going to split the profits 50/50, then you should put that in the Operating Agreement.

If you are a single blogger and don’t have any partners for your LLC, then you do not absolutely have to have an Operating Agreement. However, if you have one or more partner, you should definitely have an Operating Agreement, and I recommend you spend some time hammering out the details. Although companies like LegalZoom will provide you with a boilerplate Operating Agreement, you and your partners should consider customizing it or hiring an attorney to do so.

Use the Legal Entity For All Business Matters

The second step is you need to use the legal entity of your choice religiously for transacting all business related to your blog. Simply creating the LLC doesn’t waive a magic wand which will protect you and your assets from any harm.

The number one problem with LLCs isn’t that people don’t set up a LLC to begin with; it’s that people set up an LLC and then don’t use it. They commingle their business funds with their personal funds in one checking account. They don’t sign contracts in the name of the LLC. They don’t purchase goods in the name of the LLC.

They might as well have never formed the LLC, because the LLC can’t protect you from liability if you use your own personal name to conduct business.

It’s like buying a bulletproof vest and then leaving it hung up in your closet. It can’t do you any good unless you use it.

You need to transfer all blog business-related assets like domain names and hosting accounts into the name of the LLC. The new legal entity will become the actual owner of the blog, but don’t worry – you will own the LLC so it won’t change your income or ownership rights. Your affiliate and sales income is treated the same way as it was previously – it is passed through to you.

You can change your domain name’s ownership registration with whoever you used to register your domain.

Here are links for how to change your domains with and with

Open a LLC Bank Account

The next step is to set up a separate bank account in the name of the LLC.  One of the most common problems with small business owners is that they commingle personal assets and business assets in one shared bank account. When you do that, you put yourself at risk that the LLC will be treated as if it was not a separate legal entity.

To avoid this problem, you should open a separate bank account in the name of the LLC and use it exclusively to pay bills such as for your hosting provider and to receive affiliate income and/or sales income.  You can then transfer the funds from the LLC’s account to your own personal account.

This extra step is crucial if you want to keep the LLC treated as a separate legal entity. If the blog is later sued for whatever reason, and you did commingle funds, your other personal assets could be at risk because a court might treat the LLC as just an extension of you personally.

Get a Federal Tax Identification Number (EIN)

If you are a resident of the U.S., the next step is to get yourself a state and federal Employer Identification Number (EIN). You can get your EIN electronically directly on the IRS website.

Set Aside Enough Money for Taxes

Finally, don’t forget to set aside enough money for taxes. Because LLCs pass through all income to its owners, it is the owner’s responsibility to pay income tax.

I hope the above tips don’t take too much of the “fun” out of building a successful blog, but I believe it’s much better to take a few hours to get all legal matters in order than to pay the consequences in the long run.

John Corcoran is a lawyer and blogger with California Law Report ( He lives in the San Francisco Bay Area. You can sign up for John Corcoran’s 10-part series on how to set up a business at his blog.

When a dev dies, their apps should live on

When a dev dies, their apps should live on

Most of my working life is spent thinking and writing about technology, gadgets, design and gaming. And while it might sound trite, my favourite part of all this is people.

There’s nothing better when I’m in front of my Mac’s glowing screen than an editor sending a juicy commission that involves me getting in touch with a bunch of talented folks, to find out their views on a particular subject, and then weave them into a feature.

Recently, I was asked by a games mag you’ve probably all heard of to write about Apple TV and gaming, largely from a development standpoint. As ever under such circumstances, I went through my list of email and Twitter contacts, seeing this as a good opportunity to offer some exposure to indie developers whose work I’ve enjoyed over the years. One response came back very quickly, albeit from a name I didn’t quite recognise. The message was in fact from a developer’s wife; the person I was trying to get in touch with had died the previous week.

The developer in question was Stewart Hogarth, who’d lost his battle with congenital heart disease; he was just 34. We’d only been in touch a few times, but I’d been captivated a couple of years ago by his truly excellent 8-bit tribute I Am Level for iOS and Android. This was a smart, charming, entertaining title that married eye-searing Spectrum-style graphics, old-school single-screen platforming challenges, and modern mobile tilt-based controls. It was still installed on all of my devices, and it was strange and very sad to think that the person who created it was no longer with us.

Another developer I was interviewing at the time expressed his shock regarding Stew’s passing, and also concern that his work’s availability was now potentially on borrowed time.

As a developer, he said it was almost like a little of his soul somehow went into each app or game he made; through what you’ve created, you can in some way live on if you’re no longer around. This of course isn’t new thinking — people often say similar things when it comes to art and literature, and even film and music. But those mediums have the kind of longevity that just isn’t afforded to modern digital apps.

Once a developer account lapses through non-payment, the apps are gone forever, which feels wrong.

The notion of dealing with death is something that social networks are slowly getting to grips with. Facebook enables you to make a request to memorialise someone’s account, and helpfully notes what will happen to that person’s page and settings.

Naturally, things remain far from perfect in the social networking space — I’ve heard of automated friend suggestions appearing in people’s timelines from colleagues, friends and love ones who have died. But at least mechanisms are starting to be put in place for protecting the original accounts and precious memories.

For apps and games, things are more complicated. Developer accounts are tied into contractual frameworks. Typically, it’s possible to add extra administrators to your account, but it’s hard to know how many independent developers make such arrangements. After all, who expects they won’t be around tomorrow?

On contacting Apple and Google while writing this article, I discovered there are at least policies in place for a relative taking over an account, which can potentially be achieved by way of full and proper legal checks and identity verifications. Titles someone created can then live on, at least as long as someone pays relevant annual dev fees and bills.

That’s business, but it seems so cold and uncaring. It doesn’t really recognise that those creative endeavours are part of the people who made them.

Perhaps the gatekeepers of mobile content should consider enacting a policy like Facebook’s. It would be rather lovely to think I Am Level could live on regardless, rather than one of the things people think of when remembering Stew just one day disappearing forever.

Stewart Hogarth’s family are raising money in his memory, for the Freeman Heart & Lung Transplant Association. The writer of this article has made a donation.

The importance of digital asset planning explained

Posthumous Hosting and Digital Culture

THE DEATHS of Leslie Harpold and Brad Graham, in addition to being tragic and horrible and sad, have highlighted the questionable long-term viability of blogs, personal sites, and web magazines as legitimate artistic and literary expressions. (Read this, by Rogers Cadenhead.)

Cool URIs don’t change, they just fade away. When you die, nobody pays your hosting company, and your work disappears. Like that.

Now, not every blog post or “Top 10 Ways to Make Money on the Internet” piece deserves to live forever. But there’s gold among the dross, and there are web publications that we would do well to preserve for historical purposes. We are not clairvoyants, so we cannot say which fledgling, presently little-read web publications will matter to future historians. Thus logic and the cultural imperative urge us to preserve them all. But how?

The death of the good in the jaws of time is not limited to internet publications, of course. Film decays, books (even really good ones) constantly go out of print, digital formats perish. Recorded music that does not immediately find an audience disappears from the earth.

Digital subscriptions were supposed to replace microfilm, but American libraries, which knew we were racing toward recession years before the actual global crisis came, stopped being able to pay for digital newspaper and magazine descriptions nearly a decade ago. Many also (even fancy, famous ones) can no longer collect—or can only collect in a limited fashion. Historians and scholars have access to every issue of every newspaper and journal written during the civil rights struggle of the 1960s, but can access only a comparative handful of papers covering the election of Barack Obama.

Thanks to budget shortfalls and format wars, our traditional media, literature, and arts are perishing faster than ever before. Nothing conceived by the human mind, except Heaven and nuclear winter, is eternal.

Still, when it comes to instant disposability, web stuff is in a category all its own.

Unlike with other digital expressions, format is not the problem: HTML, CSS, and backward-compatible web browsers will be with us forever. The problem is, authors pay for their own hosting.

(There are other problems: the total creative output of someone I follow is likely distributed across multiple social networks as well as a personal site and Twitter feed. How to connect those dots when the person has passed on? But let’s leave that to the side for the moment.)

A suggestion for a business. Sooner or later, some hosting company is going to figure out that it can provide a service and make a killing (as it were) by offering ten-, twenty-, and hundred-year packets of posthumous hosting.

A hundred years is not eternity, but you are not Shakespeare, and it’s a start.

Clear rules needed for managing digital afterlife

Revenues generating online operations

Like some, you may also have a side project (or a few) which you have built over time, and that provide you with some cash. Online advertising, tools, online services, selling documents, … are a few projects that you will have to consider. If you’re not here to take care of them, who should? Do you want someone to take over — or to close the activity? The question of an ebook is another example. If you have an ebook sold on Amazon, your heirs are supposed to receive the intellectual property rights.

eBay stores an be an other issue. eBay will close any store on demand and reception of a proof of death, but in the meanwhile, all the trading comments, feedback and partners can be lost. In a market where trust is gold, it can be threatening for an online business.

Another issue can also be domain names. Today, some domain names can sell for tens of thousands of dollars apiece and represent a part of the online business. But holding such a name is similar to a lease: if you fail to renew it on time, competition can seize it at a very low price. Think of it carefully, as they are businesses : and most businesses have been transmitted in legacies for centuries!