Open Lore Network
Gap Register
G-003Public

Legal entity wrapper

Tier 1 — Existential, blocks launch
Status
Open — framework articulated, lean toward Foundation+PBC
Owner
Creator + specialized outside counsel
Why now
The legal wrapper carries everything else — Need-vs-Greed caps, the acquisition principle, the dilution mechanic — as actually-enforceable corporate language.
Depends on
Constitution draft maturity sufficient for legal review
Blocks
G-001, G-002, G-006, G-016, G-024, G-027, G-028, G-029, Launch
Related
Entry 004, Entry 005, Entry 006, Entry 007, Entry 008, Entry 011, Entry 014

Foundation+PBC is the current lean. Need-vs-Greed and acquisition commitments must be expressible as enforceable corporate-document language.

Structural options under consideration

  • Standard C-corp — Rejected. Fiduciary duty to shareholders is structurally incompatible with Need-vs-Greed caps.
  • Public Benefit Corporation (PBC) — Possible component. Mission has weight in board decisions, but the lock alone may be insufficient.
  • 501(c)(3) nonprofit — Possible component. Strongest mission lock, but no founder equity, harder to attract operator talent, awkward for significant commercial revenue.
  • Foundation + PBC subsidiary (current lean) — Mozilla model. Foundation locks mission permanently in bylaws; Corp operates commercially. Maps cleanly to OLN architecture: Network = Foundation-governed mission layer; commercial ops + LoreDoor brand + HellaThis sister product = Corp.
  • Perpetual Purpose Trust — Worth understanding. Patagonia 2022 model. Some mechanics may inform Foundation+PBC even if not adopted whole.

Founder compensation reality

Mission-driven structures do not require founders to be salaried martyrs. Founders can hold meaningful Corp equity while serving on the Foundation board. The structure is what’s mission-locked; the founder’s personal deal is a separate question.

Open questions for legal counsel

  • Which structure best carries the constitutional Need-vs-Greed caps as actually-enforceable language
  • How constitutional caps are written into bylaws/charter such that future amendment requires high bar
  • Founder equity / vesting in the chosen structure
  • Initial capitalization compatibility
  • Tax structuring across entities if hybrid
  • Jurisdictional choice (Delaware, California, other)
  • Whether trust-like elements can layer into Foundation+PBC

Next concrete steps

  1. Refine Constitution draft to point where Need-vs-Greed and acquisition commitments can be expressed as explicit corporate-document language
  2. Introductory conversations with 2–3 attorneys specializing in mission-driven structures (Cooley, Orrick, Wilson Sonsini have practices; Adler & Colvin in SF for nonprofits)
  3. Bring Constitution draft to those conversations
  4. Add fractional CFO during entity-design phase

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