Architecture reframe: rename triad/Stoa/Logos/Agora → Passepartout
- Renamed ideas/stoa/ → ideas/passepartout/, all stage files prefixed passepartout- - Renamed triad-index/overview/systemic-effects → passepartout-* under passepartout/ - Renamed ideas/agora/ → ideas/passepartout-social-protocol/, stripped agora- prefixes - Merged overview and environment pages into architecture; deleted 3 redundant files - Renamed growth-strategy → enterprise-growth-strategy - Renamed alternative-growth-social-first → social-growth-strategy - Removed all Greek names: Stoa, Logos, Agora as product names - Updated 50+ files of cross-references to new naming - Kept org-id UUIDs intact throughout
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@@ -10,11 +10,11 @@ Research on corporate structures for a US-incorporated tech company with offshor
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* The Assets to Protect
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The triad has three distinct asset classes, each with different protection needs:
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Passepartout has three distinct asset classes, each with different protection needs:
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1. /IP (Logos):/ [[id:28c46769-c14b-42aa-ac7a-69d310157f8f][Passepartout]] codebase, gate rules, ACL2 proof libraries, the [[id:827bc546-e887-5b7c-9b65-6392beaf0920][verification monopoly]]. This is the core defensible IP. Needs to be owned separately from the operating company so that if the operating company is sued, the IP is not reachable.
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1. /IP (verification subsystem):/ [[id:28c46769-c14b-42aa-ac7a-69d310157f8f][Passepartout]] codebase, gate rules, ACL2 proof libraries, the [[id:827bc546-e887-5b7c-9b65-6392beaf0920][verification monopoly]]. This is the core defensible IP. Needs to be owned separately from the operating company so that if the operating company is sued, the IP is not reachable.
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2. /Platform ([[id:1d074690-a279-59cb-b91d-e9a22ae104ad][Agora]]):/ The network itself — user base, reputation graph, contract history, protocol specification. This is harder to value and harder to protect because its value is partly in the user base. But the code, protocol spec, and network infrastructure can be owned separately.
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2. /Platform ([[id:1d074690-a279-59cb-b91d-e9a22ae104ad][the social protocol]]):/ The network itself — user base, reputation graph, contract history, protocol specification.
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3. /[[id:ed05cab4-88e9-4e25-b7c9-346fa39c69a0][Revenue streams]]:/ Enterprise compliance contracts, transaction fees, PDS hosting subscriptions. These flow through the operating company. A judgment against the operating company attaches to the revenue in that entity.
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@@ -33,8 +33,8 @@ Assessment: Fine for Phase 0. Upgrade when revenue exceeds liability risk tolera
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** Structure B: Delaware C-Corp + Offshore IP Holding Company
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- Delaware C-Corp is the operating company (sells verification, runs the Agora PDS infrastructure)
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- A separate IP holding company in BVI, Cayman, or Nevis owns the Passepartout code, gate rules, ACL2 libraries, and the Agora protocol spec
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- Delaware C-Corp is the operating company (sells verification, runs the social protocol PDS infrastructure)
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- A separate IP holding company in BVI, Cayman, or Nevis owns the Passepartout code, gate rules, ACL2 libraries, and the social protocol spec
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- The operating company licenses the IP from the holding company at arm's-length royalty rates
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- The holding company accumulates IP [[id:67faf52f-9126-50a7-b87e-2bedc610dac7][licensing]] revenue in the offshore jurisdiction
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@@ -53,11 +53,11 @@ Cons: Complex, expensive to set up and maintain. Many investors are uncomfortabl
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** Structure D: Delaware C-Corp + Delaware LLC Series + Offshore
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- Delaware C-Corp as parent
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- Each business line (Logos verification, Agora network, [[id:3c6b0449-a8fb-5b89-b82a-34efb21ef5b5][compute marketplace]], PDS hosting) is a separate Delaware series LLC
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- Each business line (verification, social protocol network, [[id:3c6b0449-a8fb-5b89-b82a-34efb21ef5b5][compute marketplace]], PDS hosting) is a separate Delaware series LLC
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- IP held in an offshore company, licensed to each series LLC
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- Series LLCs protect assets within each series from liabilities arising in other series
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Pros: Good liability separation between business lines. If the social network (Agora) generates liability, the verification business (Logos) assets are in a separate series. Each series can be spun out independently.
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Pros: Good liability separation between business lines. If the social network (the social protocol) generates liability, the verification business assets are in a separate series.
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Cons: Series LLC is legally untested in many jurisdictions. Some states don't recognize them. Tax complexity.
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* Key Considerations for This Specific Venture
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@@ -66,13 +66,13 @@ Cons: Series LLC is legally untested in many jurisdictions. Some states don't re
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[[id:827bc546-e887-5b7c-9b65-6392beaf0920][The verification monopoly]] /is/ the moat. The ACL2 proof libraries, gate rule library, and regression suite are accumulated over years and cannot be recreated quickly. These must be owned by a separate entity from the operating company. If the operating company is sued, the IP survives.
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** The Agora network is harder to protect**
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** The social protocol network is harder to protect**
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The Agora's value is partly in its decentralized architecture (no central entity controls the network) and partly in the code that runs the PDS infrastructure and protocol. The AGPL license means anyone can run the code — the network value is in the user base, not the software. This is a structural asset protection advantage: even if the operating company fails, the network continues.
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The social protocol's value is partly in its decentralized architecture (no central entity controls the network) and partly in the code that runs the PDS infrastructure and protocol. The AGPL license means anyone can run the code — the network value is in the user base, not the software. This is a structural asset protection advantage: even if the operating company fails, the network continues.
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** Revenue splits suggest separate entities**
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Enterprise compliance revenue ($2-12M/year) is high-margin, low-volume, and comes from a small number of customers. Agora transaction fees (0.5-2%) are low-margin, high-volume, and come from millions of users. Mixing these in the same entity creates regulatory complexity — compliance contracts have different liability profiles than payment processing.
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Enterprise compliance revenue ($2-12M/year) is high-margin, low-volume, and comes from a small number of customers. Social protocol transaction fees (0.5-2%) are low-margin, high-volume, and come from millions of users.
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** Jurisdiction for the IP company**
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@@ -98,20 +98,20 @@ Action items for Phase 0:
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** Phase 1: Separate IP + OpCo (before significant revenue)
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Before enterprise compliance revenue exceeds $5M cumulative or Agora users exceed 10K, establish the IP holding company structure. The IP must be /out/ of the operating company before a significant lawsuit is plausible.
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Before enterprise compliance revenue exceeds $5M cumulative or social protocol users exceed 10K, establish the IP holding company structure.
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Structure: Delaware C-Corp (OpCo) + BVI IP Co
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- OpCo licenses verification IP from BVI Co
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- OpCo licenses Agora protocol IP from BVI Co
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- OpCo licenses social protocol IP from BVI Co
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- Founders own both entities (same cap table or mirror ownership)
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Timing: The IP transfer is a taxable event if the IP has appreciated. Transfer early, when the IP has minimal appraised value (before the verification monopoly exists), to avoid a tax hit.
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** Phase 2: Series Separation (when Agora has significant users or revenue)
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** Phase 2: Series Separation (when the social protocol has significant users or revenue)
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If the Agora has 100K+ users and payment volume, separate the business lines into different entities under the same parent:
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- Logos LLC (verification, enterprise compliance)
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- Agora LLC (social network, transactions, PDS hosting)
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If the social protocol has 100K+ users and payment volume, separate the business lines into different entities under the same parent:
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- Verification LLC (verification, enterprise compliance)
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- Social Protocol LLC (social network, transactions, PDS hosting)
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- Compute LLC (marketplace operations)
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- BVI IP Co (owns all IP, licenses to all three)
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@@ -121,11 +121,11 @@ When the cumulative value justifies the cost and complexity: move the BVI IP Co
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* What This Means for the [[id:d28adac8-08a1-40c4-ae43-b5d8d7b1743f][Growth Strategy]]
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The institution-first path (enterprise compliance) and the social-first path (Agora communities) have /different liability profiles/ that push toward different structures:
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The institution-first path (enterprise compliance) and the social-first path (social protocol communities) have /different liability profiles/ that push toward different structures:
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Enterprise compliance: Higher liability per contract. A single compliance engagement gone wrong could be a $1M+ claim. The IP separation in Phase 1 is /more urgent/ for the Logos revenue stream.
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Enterprise compliance: Higher liability per contract. A single compliance engagement gone wrong could be a $1M+ claim. The IP separation in Phase 1 is /more urgent/ for the verification revenue stream.
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Agora network: Lower liability per user but higher aggregate surface. Payment processing regulations, content liability, data protection. The series LLC separation becomes relevant when users cross 10K.
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Social protocol network: Lower liability per user but higher aggregate surface. Payment processing regulations, content liability, data protection.
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The combined strategy (both engines) makes the Phase 1 structure (Delaware OpCo + BVI IP Co) more important rather than less — the diversification of revenue streams also diversifies liability sources, and the IP needs to be protected from /both/.
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@@ -134,6 +134,6 @@ The combined strategy (both engines) makes the Phase 1 structure (Delaware OpCo
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This is preliminary research. Specific recommendations require a US corporate lawyer (incorporation), an international tax lawyer (offshore structure), and an asset protection specialist (trust/AP structure). The right order: incorporate in Delaware when ready, then hire a lawyer to plan the offshore structure before significant revenue or users accumulate.
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- [[id:d28adac8-08a1-40c4-ae43-b5d8d7b1743f][Combined growth strategy]]
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- [[id:1bc22b89-d3eb-4f6d-bcfc-2b0c19c8ed8f][Agora competitive landscape]]
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- [[id:1bc22b89-d3eb-4f6d-bcfc-2b0c19c8ed8f][Social protocol competitive landscape]]
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- [[id:8c7b9812-f8d6-4347-8915-ce8e520b7914][Entry strategy — organized communities]]
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- [[id:98364e9d-a8a9-42b7-a9dc-b643fd2ccc4b][Outbound sales compliance framework]]
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