What is an Unincorporated Association and how can I get one?

¿Unincorporealated Ashmorginacion?

Amazing isn't it how quickly normal-sounding words can be put together to form quasi-legal mumbo-jumbo eyes-glazing stomach-turning content-lacking syllablisms?

Unless you are a history buff or recently read Life Inc (I recommend it) you may not know where corporations came from, what purpose they serve or why the inverse of one is a thorn in the side of Ireland's domain registrar (IEDR). To understand Unincorporated Associations we first need to understand Incorporated ones and then we can start to make sense out of the IEDR.

Corporations are a gift from Society to one or more Individuals. These Individuals receive the gift of organizing as a whole, rather than individually. This is only possible because Society allows it and we allow it primarily because "that's the way it's always been." Or at least in our lifetimes.

Corporations gain privileges from Society. The extent of privilege depends on each Society--on each Country. Privileges range from tax advantages to lobbying powers to billions of subsidization revenue. Corporations can also be--in the eyes of the law--a person. Like really a person.

Forming a Corporation generally requires the drafting of Articles of Association and submitting them to a governing body. In the US, this is done at the State level--so you can have a Corporation that is a California Corporation if you present your Articles of Association to the California Secretary of State. Alternatively, you can create a Delaware Corporation if you submit your Articles of Association to the Delaware Secretary of State.

Before you go off to create the next Google, here's a few questions to ponder:

• Is there only one kind of Corporation?
• Why would you choose one State of Incorporation over another?
• Do you have to be physically located in the State of Incorporation?
• Must you only have employees in your State of Incorporation?
• Must you only conduct business in your State of Incorporation?
• Is a Company ALWAYS a Corporation?
• What privileges do a Corporation receive and how do these vary by type, State and even Country?

OK--stopped you in your tracks didn't I? No worries--that's why I love my attorney.

When I have a question about Corporations, I ask my attorney. They tend to give me a 10,000 ft view. They hide lots of details to keep me from overthinking. They know I lack experience and I don't have deep insight into the structures. They also see what is "commonly done" which can save time and keep me on track.

So--we know what a Corporation is, roughly how you form one and I've admitted that I usually punt to my attorney. That brings us to the "Unincorporated Association" and the IEDR.

I'm in the process of registering Siegel.ie. To do this I need to fall into one of 11 published categories of domain name applications. I read through the listing and one that caught my eye was Category 6--for Publication Names. I've always wanted this blog at Siegel.something, so what better way to get a domain than at Siegel.ie.

A Category 6 requires that you be a "Sole Trader, Company, Unincorporated Association, State Agency or Educational Institution." Since I write the Siegel blog, I had to see whether I fit under one of these categories. A quick call to my attorney told me that Ireland's Unincorporated Association would be just the fit for me.

It turns out that all an Unincorporated Association is--is anyone doing anything without specifically declaring it to be under an Incorporated Association. Hah! That's certainly me. In fact, you, right now, reading this blog, are an Unincorporated Association--even if you are on your own! I shall name you--the Unincorporated Association of the Siegel Blog Readers at {Your IP Address Here}. Feels pretty cool to be your own association, eh?

As I've written in earlier posts, the IEDR is going through a tough time. They have a registration policy that is published, but not followed. Moreover, they lack a legal resource to support claims on words such as "Unincorporated Association." For instance, they say in passing that an individual cannot be an Unincorporated Association:

What do you do when confronted with a public-funded body giving you contradictory legal advice? You ask them to clarify:

Please note that my Solicitors have countered your argument that there is a limit of membership such that an individual can not form an unincorporated association. I have cc'd them here and you are welcome to hold me accountable and validate this with them. You have made such a statement below. How can I hold you accountable to your statement? Please provide a legal reference that supports your statement. Additionally, how may I take action such that your policies, shown to be incorrect, are mended?

Their response?

The IEDR has sent three additional notices in response to my application, but has ignored this request for clarification. You can imagine the customer rep there trying to start to answer the question and giving up and eventually ignoring it. In a world where people responded honestly I'd probably get this back:

Dear Foreigner Mr. Siegel,

I don't like your name. Moreover I have to deal with whiney twits like you all day long.

If I give you a domain name, I get yelled at. I don't like it and I hope you can appreciate this negative incentive carries a heavy weight in the evaluation of domain name approvals.

Oh yeah--your application.

I know you marked category 6 for Publication Name. Of course I saw that! But if I write back to you and say you can't have a personal surname as a domain name, I do what's called "disabling your intention." See--by responding with selective information I can deny you for a category 1 application, even when--I admit--you were quite clear that you didn't want a category 1 application.

You have to agree that there is genius in that Mr. Siegel, don't you?

Now after you started cc'ing ComReg and god-knows-who-else, I admitted that I had re-intepreted your application as to maximize its denial. And you thought you were going to get your domain?

See--when you started sending me the documents I requested, you didn't realize that they go right into my "counter-file." We start compiling a counter-file the minute you contact us. This is where we put all of our reasons NOT to give you your domain. Do you want see your counter-file?

Counter-File for Siegel

1. You called me a Duder.
2. Your last name isn't Irishy like doyle.ie, david.ie, dave.ie, curtin.ie, or paul.ie.
3. You were willing to respond to my purposefully oblique requests.
4. There's this weird life imitating art imitating life thing going on between your "publication" and your "application."
5. You wrote your letterhead by hand. Hahahahaha! He wrote it by hand! I bet he's not even a duly authorized letterheaderer!
6. Farce nor Sarcasm are acceptable for domains published as Category 6 Publication Names.
7. In the book by which we lookup what does and does not constitute a surname--well it's not a book--well--we just added Siegel to this Post-It on my monitor--since what a crazy name that is for a surname--never saw one of those surnames before--anyway--it's in the "book" of surnames now.
8. Keep on with this Unincorporated Association thing. He thinks he's found a legal definition, but remember--we don't have to admit there's a legal definition. So keep ignoring his requests to be definite, but don't discourage him from wasting time and money on researching whether there is really a definition.
9. I definitely suggest that anyone on this case subscribe to his blog. He's really got some good information and I'm worried that others may use his "techniques" to get past our application process. We cannot let this happen!
10. Eventually we may have to admit that we have adulterated his application. Be sure to NOT save correspondence. Do not keep a coherent thread in our email replies and if at all possible stop putting your name in the correpondences for this application.

Now. Trust me, this is only page one of your full counter-file. You can clearly see that your efforts do nothing to support your case and everything to deny it.

Please--for god's sake--just give up already! We don't want you. We don't like you. We definitely don't want you on our domain space!

Sincerely,

Team IEDR

Still Waiting

I would be saddened by a reply like that above. It would also give me closure and I promise if you send me this letter, I will move on. I will.

After all, Siegel.cn sounds so much cooler!