ideas: editorial sweep — atomization, interlinking, restructuring
- Split competitive-analysis-2026-05.org → TOC + 9 competitor files in ideas/competitors/. Dropped date from filename. All competitor UUIDs generated, TOC keeps original UUID for backlink continuity. - Deleted passepartout-economics.org archive (replaced by 27-node KB). - Inlined 5 'See also' blocks into natural prose (compliance-index, first-mover-window, revenue-table, orders-of-magnitude-time, native-org-knowledge-base). - Linked 7 orphan compliance pages back to compliance index + finished truncated sentences. - Linked all 14 Agora requirement docs from topic-relevant pages (identity→lisp-machine-security, infrastructure→compute-marketplace, social-space→growth-strategy, exchange→agora-contracts, etc.). - Linked ai-industry-impact from investment-thesis, sufficiency-flip, verification-appliance, effects-growth-flywheel (up from 1 to 10+ pages). - Fixed CREATED timestamps to use git commit dates instead of today. - Made all links absolute from root (no port inheritance). - Removed stale agora/docs/ duplicate content.
This commit is contained in:
@@ -1,4 +1,5 @@
|
||||
:PROPERTIES:
|
||||
:ID: 0a4e0b8f-25e0-4b78-9633-fc37d03cefe9
|
||||
:ID: asset-protection-structures
|
||||
:CREATED: [2026-05-23 Sat]
|
||||
:END:
|
||||
@@ -11,11 +12,11 @@ Research on corporate structures for a US-incorporated tech company with offshor
|
||||
|
||||
The triad has three distinct asset classes, each with different protection needs:
|
||||
|
||||
1. /IP (Logos):/ Passepartout codebase, gate rules, ACL2 proof libraries, the [[file:verification-monopoly.org][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.
|
||||
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.
|
||||
|
||||
2. /Platform ([[file:agora.org][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.
|
||||
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.
|
||||
|
||||
3. /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.
|
||||
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.
|
||||
|
||||
* Common Structures
|
||||
|
||||
@@ -35,7 +36,7 @@ Assessment: Fine for Phase 0. Upgrade when revenue exceeds liability risk tolera
|
||||
- Delaware C-Corp is the operating company (sells verification, runs the Agora PDS infrastructure)
|
||||
- A separate IP holding company in BVI, Cayman, or Nevis owns the Passepartout code, gate rules, ACL2 libraries, and the Agora protocol spec
|
||||
- The operating company licenses the IP from the holding company at arm's-length royalty rates
|
||||
- The holding company accumulates IP [[file:licensing.org][licensing]] revenue in the offshore jurisdiction
|
||||
- The holding company accumulates IP [[id:67faf52f-9126-50a7-b87e-2bedc610dac7][licensing]] revenue in the offshore jurisdiction
|
||||
|
||||
Pros: Strong IP protection — a judgment against the operating company cannot reach the IP (the operating company doesn't own it). Profits from licensing are outside US tax jurisdiction until repatriated.
|
||||
Cons: US tax reform (TCJA 2017) introduced GILTI (Global Intangible Low-Taxed Income) — this structure is less tax-effective than pre-2017. Transfer pricing documentation required. Increases administrative complexity.
|
||||
@@ -52,7 +53,7 @@ Cons: Complex, expensive to set up and maintain. Many investors are uncomfortabl
|
||||
** Structure D: Delaware C-Corp + Delaware LLC Series + Offshore
|
||||
|
||||
- Delaware C-Corp as parent
|
||||
- Each business line (Logos verification, Agora network, [[file:compute-marketplace.org][compute marketplace]], PDS hosting) is a separate Delaware series LLC
|
||||
- Each business line (Logos verification, Agora network, [[id:3c6b0449-a8fb-5b89-b82a-34efb21ef5b5][compute marketplace]], PDS hosting) is a separate Delaware series LLC
|
||||
- IP held in an offshore company, licensed to each series LLC
|
||||
- Series LLCs protect assets within each series from liabilities arising in other series
|
||||
|
||||
@@ -63,7 +64,7 @@ Cons: Series LLC is legally untested in many jurisdictions. Some states don't re
|
||||
|
||||
** The IP is the crown jewel
|
||||
|
||||
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.
|
||||
[[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.
|
||||
|
||||
** The Agora network is harder to protect**
|
||||
|
||||
@@ -118,7 +119,7 @@ If the Agora has 100K+ users and payment volume, separate the business lines int
|
||||
|
||||
When the cumulative value justifies the cost and complexity: move the BVI IP Co ownership into an irrevocable offshore trust with the founders as beneficiaries.
|
||||
|
||||
* What This Means for the Growth Strategy
|
||||
* What This Means for the [[id:d28adac8-08a1-40c4-ae43-b5d8d7b1743f][Growth Strategy]]
|
||||
|
||||
The institution-first path (enterprise compliance) and the social-first path (Agora communities) have /different liability profiles/ that push toward different structures:
|
||||
|
||||
@@ -132,7 +133,7 @@ The combined strategy (both engines) makes the Phase 1 structure (Delaware OpCo
|
||||
|
||||
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.
|
||||
|
||||
- [[file:growth-strategy.org][Combined growth strategy]]
|
||||
- [[file:competitive-landscape-agora.org][Agora competitive landscape]]
|
||||
- [[file:agora-entry-strategy.org][Entry strategy — organized communities]]
|
||||
- [[file:outbound-sales-compliance.org][Outbound sales compliance framework]]
|
||||
- [[id:d28adac8-08a1-40c4-ae43-b5d8d7b1743f][Combined growth strategy]]
|
||||
- [[id:1bc22b89-d3eb-4f6d-bcfc-2b0c19c8ed8f][Agora competitive landscape]]
|
||||
- [[id:8c7b9812-f8d6-4347-8915-ce8e520b7914][Entry strategy — organized communities]]
|
||||
- [[id:98364e9d-a8a9-42b7-a9dc-b643fd2ccc4b][Outbound sales compliance framework]]
|
||||
|
||||
Reference in New Issue
Block a user