:PROPERTIES:
:ID:       5ac2f037-fc3c-45ac-a6e8-acc20e005cb0
:ID:       legal-structure-alternatives
:CREATED:  [2026-05-23 Sat]
:END:
#+title: Legal Structure
#+filetags: :passepartout:legal:corporate:research:alternatives:

This page explores alternatives and additions to the base structure (Delaware C-Corp + BVI IP Co): Texas vs Delaware, Wyoming DAO LLC, Panama LLC, and trust layering. Each has tradeoffs — some strengthen asset protection, some reduce cost, some add complexity. The right choice depends on the specific business model, risk profile, and timeline.

* Texas vs Delaware for the OpCo

** The Trend

Several prominent companies have redomesticated from Delaware to Texas: Tesla (2024), Oracle, Hewlett Packard Enterprise, Charles Schwab, CBRE. The reasons are cost-driven: Texas franchise tax is based on margin (revenue minus costs, capped), while Delaware's franchise tax is based on authorized shares and can be significantly higher for companies with large authorized share pools.

** Comparison

| Dimension | Delaware | Texas |
|-----------+----------+-------|
| Filing fee | $89 (standard) | $300 |
| Annual franchise tax | $175-225,000 (depends on authorized shares — can be very high for VC-funded corps) | $0 if no Texas revenue. If taxable: 0.375-0.75% of margin (with $1M revenue exemption) |
| Corporate law sophistication | Gold standard. Chancery Court, 100+ years of precedent, specialized corporate judges | Also good. Texas Business Organizations Code (TBOC) is well-developed. Less precedent than Delaware for contested M&A |
| Registered agent | $50-300/year | $50-300/year |
| Investor familiarity | Universal. Every VC/Bank knows Delaware | Less common for venture-backed startups. Some investors require Delaware |
| Court system | Court of Chancery (corporate law specialists, no juries) | Regular state courts with business courts in major counties |
| Flexibility | Extremely flexible charter provisions | Good, but less tested at the edges |

** Analysis for This Venture

Delaware wins /if/ you plan to raise VC. Investors prefer Delaware and some require it. The Chancery Court's expertise in corporate governance disputes and M&A is unmatched.

Texas wins /if/ the plan is to stay bootstrapped with limited equity structure. The annual franchise tax savings can be significant: Delaware charges minimum $175 but can charge $10K+/year for corps with large authorized share pools. Texas charges nothing if your revenue is under $1M or your margin is zero.

For this venture /without VC/: Texas is competitive. The lack of corporate income tax and the franchise tax exemption under $1M revenue mean year 1-2 costs are near zero. Delaware's legal sophistication only matters if you expect governance disputes or M&A, which are unlikely in the early years.

Recommendation: If no VC and staying under $1M revenue in year 1, Texas is a viable alternative to Delaware for the OpCo. The BVI IP Co structure works identically regardless of which state the OpCo is in. Redomestication from Delaware to Texas later is possible but costs a few thousand.

* Wyoming DAO LLC

** What It Is

Wyoming passed HB 185 in 2025 creating the "Decentralized Autonomous Organization Limited Liability Company" (DAO LLC). It's an LLC variant that recognizes decentralized governance — the members vote on-chain (or via cryptographic consensus) rather than through traditional board resolutions. The DAO LLC is a separate legal entity that can hold assets, sign contracts, and sue/be sued — the DAO governance is the decision-making mechanism.

** Relevance to This Venture

The [[id:1d074690-a279-59cb-b91d-e9a22ae104ad][social protocol]]'s governance modules (liquid democracy, Collective Personas, GEM) map /directly/ onto the DAO LLC concept. If a community on the social protocol wants to be a legal entity — own a shared website domain, hold a pooled treasury, sign a contract with a vendor — they could incorporate as a Wyoming DAO LLC. The social protocol's existing governance infrastructure (voting, constitutions, role management) becomes the DAO LLC's management mechanism.

** This Is Not the OpCo or IP Co Structure

The Wyoming DAO LLC is not a replacement for the Delaware/Texas OpCo or the BVI IP Co. It is an offering /for social protocol communities/. The communities themselves become legal entities, not just digital spaces. This creates a product feature:

- Community in the social protocol hits 25 members who pool $5K in dues
- Community clicks "Incorporate as Wyoming DAO LLC"
- The social protocol generates the filing (name, registered agent, governance document mapping)
- The community's voting modules become the LLC's management structure
- The community now holds assets, signs contracts, and has liability protection

** Practical Considerations

Wyoming DAO LLCs are new (2025). Case law is essentially nonexistent. Banks may not open accounts for them. Tax treatment is unclear. But for social protocol communities that need legal entity status, it's the least friction option.

* Panama LLC (Sociedad de Responsabilidad Limitada / SRL)

** What It Is

A Panama LLC — bearer shares, no corporate tax on foreign-source income, no reporting of beneficial owners to the government (private registry), no requirement to file financial statements publicly. Popular for asset protection because Panama has no tax treaty with the US that allows US tax authorities to automatically obtain information (though this changed somewhat under FATCA/CRS).

** As a Replacement for the BVI IP Co

| Dimension | BVI IP Co | Panama LLC |
|-----------+-----------+------------|
| Setup cost | $2,500-8,000 | $2,000-5,000 |
| Annual cost | $1,300-3,100 | $500-1,500 |
| Tax on IP royalties (US perspective) | Same — US taxes the OpCo on a net basis; BVI/Panama tax the IP Co at 0% (foreign-source income) | Same |
| US tax information exchange | Yes — BVI has signed CRS/MCAA. Automatic exchange with US under FATCA Intergovernmental Agreement | Yes — Panama signed CRS and has FATCA IGA. But historically less compliant |
| Banking | BVI banks generally easier to open accounts | Panama banks are under scrutiny after Mossack Fonseca |
| Reputation | Clean — BVI removed from EU greylist 2024 | Stigma from Panama Papers (2016). Some counterparties will ask questions |
| Bearer shares | BVI eliminated bearer shares in 2020 | Panama still allows bearer shares (strong anonymity, but banks reject them) |

** Analysis

Panama is not clearly better than BVI for this structure. The cost is slightly lower but the stigma from the Panama Papers means some US banks and counterparties will scrutinize transactions from Panama more heavily. BVI is the standard choice for a reason — it's well-understood, clean reputation post-greylist removal, and adequate for the IP holding function.

Panama makes sense /only/ if anonymity is the primary goal. For this venture — which may eventually seek regulatory compliance, sell to enterprise CISOs, or onboard institutional investors — anonymity is a liability, not an asset. The BVI route is cleaner.

* Trusts: Jurisdictions and Downsides

** The Trust Types

For asset protection, two types matter:

/Revocable trust:/ The settlor (you) can change or dissolve it. Assets in it are still reachable by creditors. Not useful for asset protection — it's primarily for estate planning.

/Irrevocable trust:/ The settlor gives up control permanently. A trustee manages the assets. The settlor cannot dissolve it. Creditors cannot reach the assets (if set up before the liability arose). This is the asset protection tool.

** Trust Jurisdictions

| Jurisdiction | Strength | Cost | Key Feature | Key Downside |
|-------------+----------+------+-------------+--------------|
| Cook Islands | Strongest | $15-30K setup, $5-10K/yr | /Does not recognize US court judgments/. Creditor must litigate in Cook Islands under Cook Islands law. 1-year statute of limitations. Debtor-friendly fraud rules (proving fraudulent conveyance is very hard). | Distant, expensive, small professional services ecosystem. Trust company availability limited |
| Nevis | Very strong | $10-20K setup, $3-7K/yr | Similar to Cook Islands: no US judgment recognition. Same legal tradition (English common law). Close to US (EST time zone). | Smaller, less established trust industry |
| Belize | Strong | $5-10K setup, $2-4K/yr | Lower cost. Strong confidentiality laws. No mandatory reporting. | Less tested in court. Smaller trust company ecosystem |
| Niue | Strongest on paper | $8-15K setup, $3-5K/yr | Extremely debtor-friendly laws. Shortest statute of limitations (6 months in some cases). | Very small jurisdiction. Tiny trust industry. Reputational risk (some association with dubious schemes) |
| South Dakota (US) | Moderate | $3-8K setup, $2-5K/yr | Strongest US domestic trust law. No state income tax. Dynasty trusts (no rule against perpetuities). Asset protection trust statute. | /US jurisdiction/ — US courts have jurisdiction. Not as strong as Cook Islands for protecting against US creditors |
| Nevada (US) | Moderate | $2-5K setup, $1-3K/yr | Strong US domestic trust law. No state income tax. Shorter statute of limitations for fraudulent conveyance challenges. | Same limitation as South Dakota — US jurisdiction |

** The Key Question: Foreign Trust vs Domestic Trust

The core distinction:

A /foreign/ trust (Cook Islands, Nevis) is offshore from US courts. A US creditor who obtains a judgment against you cannot simply reach the trust assets. They must litigate /again/ in the foreign jurisdiction, under that jurisdiction's debtor-friendly laws. This is a massive practical barrier — few creditors will pay for two lawsuits in two countries.

A /domestic/ trust (South Dakota, Nevada) is under US court jurisdiction. A US creditor can get a court order directly against the trust. The domestic AP trust statutes provide some protection (shorter fraudulent conveyance lookback, higher burden of proof for creditors), but a sufficiently determined creditor can eventually reach the assets.

** The Downsides of an Extremely Strong Structure

/1. Loss of Control./ An irrevocable trust means the assets are gone. You cannot change your mind. You cannot dissolve the trust. You cannot redirect the assets. This is the /price/ of asset protection. If the trust owns the BVI IP Co (which owns the [[id:28c46769-c14b-42aa-ac7a-69d310157f8f][Passepartout]] IP), you are a discretionary beneficiary of the trust, not the owner of the IP. The trustee makes decisions about the IP — not you.

/2. Banking and Financing Difficulty./ Banks scrutinize trust-owned structures. The BVI IP Co owned by a Cook Islands trust will require extensive KYC across four layers: you → trust → BVI Co → OpCo. Some US banks will refuse to open accounts. International banking is possible but time-consuming (3-6 months).

/3. Transaction Complexity./ Selling the company becomes harder. A buyer is not acquiring shares from you — they are negotiating with a foreign trustee. Every M&A lawyer will charge extra for this complexity.

/4. Fraudulent Conveyance Risk./ If the trust is set up after a liability has already arisen (or even after a threat of litigation), a court can void the entire structure as a fraudulent conveyance. The structure only protects against /future/ liabilities. Setting it up early (before any revenue, before any contracts, before any users) is essential — but even then, a court could look back if the timing is suspicious.

/5. Cost./ Annual costs of $10-20K for the trust alone, plus the BVI Co and OpCo costs. This is significant before you have revenue.

/6. Perceived Illegitimacy./ Counterparties — especially enterprise CISOs buying verification services — may ask questions about why the company is structured this way. A company that sells trust and verification services should look trustworthy. An extremely aggressive AP structure may undermine that perception.

* The Combined Structure Map

Option A (recommended baseline):
Founders → Delaware OpCo + BVI IP Co (same ownership)
IP owned by BVI Co. OpCo licenses it. Simple, clean, effective for business liability protection.

Option B (founders' personal AP, trust layer):
Founders → Irrevocable Cook Islands Trust → owns BVI IP Co → licenses to Delaware OpCo
Also: Trust is named beneficiary of OpCo equity (this is complex — often structured as a separate trust holding the OpCo shares)
This protects the IP from both /business/ liability (via the OpCo/IP separation) and /personal/ liability (via the trust owning the IP Co). A personal judgment against you cannot reach the trust assets.

Option C (full stack, extreme protection):
Founders → Irrevocable Cook Islands Trust → owns BVI IP Co + owns beneficial interest in Panama LLC
Panama LLC → holds OpCo shares
OpCo uses IP under license from BVI Co
This is the maximum: three layers between any creditor and the IP. But the cost, complexity, and counterparty friction make it appropriate only for very high net worth individuals facing specific litigation risk.

* The Honest Assessment

For the first phase of this venture (pre-revenue, pre-product, zero users), even a plain Delaware C-Corp is overengineering. The BVI IP Co is a modest step that costs a few thousand and protects the most valuable asset (the IP) from potential business liability. It should be set up early.

The trust layer is genuinely unnecessary until one of these triggers:
- You have personal net worth above $2-5M that you want to protect
- The BVI IP Co's IP is appraised at $5M+
- You are in a profession with high personal liability (you're not — you're building software)
- A specific liability event is imminent (lawsuit filed, regulatory action)

Adding the trust earlier /does/ improve protection (the fraudulent conveyance lookback clock starts earlier) but the cost, complexity, and operational friction of running the business through a foreign trust outweigh the benefit at this stage.

* References

- [[id:433236a2-e5ad-41d4-a27e-4682f8bbc207][Practical setup guide — Delaware C-Corp + BVI IP Co]]
- [[id:0a4e0b8f-25e0-4b78-9633-fc37d03cefe9][Asset protection structures overview]]
- [[id:d28adac8-08a1-40c4-ae43-b5d8d7b1743f][Combined growth strategy]]
