From 6d13737f138d22391859d8ee3b8b9d372f908141 Mon Sep 17 00:00:00 2001 From: Nate Barlow Date: Wed, 17 Jun 2026 15:21:47 -0600 Subject: [PATCH] 19.3: number sections (A-E -> 1-5) and Exit Criteria; collapse subsidiary section to build-out stub Bring the doc in line with the rest of the strategy corpus: numbered top-level sections, with the section numbering carried through Exit Criteria so every criterion is referenceable. Collapse the CryptoZing subsidiary procedure to a build-out stub (it mirrors the parent; the non-mirror facts already live in Decisions made / Structure & timing). Co-Authored-By: Claude Opus 4.8 --- docs/strategies/19.3_LLC_FORMATION.md | 33 ++++++++++++--------------- 1 file changed, 14 insertions(+), 19 deletions(-) diff --git a/docs/strategies/19.3_LLC_FORMATION.md b/docs/strategies/19.3_LLC_FORMATION.md index f57a7dbc..34bcdfa1 100644 --- a/docs/strategies/19.3_LLC_FORMATION.md +++ b/docs/strategies/19.3_LLC_FORMATION.md @@ -26,7 +26,7 @@ Sequence is serial: CryptoZing's filing can't name CyberCreek as member until Cy - **Business bank account:** America First Credit Union. Primary operating account opens in **CryptoZing LLC's** name (it's the revenue entity) once its Articles + EIN are in hand. A separate CyberCreek account is deferred until there's a reason for parent-level banking. - **E&O / Professional Liability Insurance:** Deferred — revenue-gated, not milestone-gated. Bind only after CryptoZing generates revenue that justifies the cost. Don't fund it from day-job income. -## A. CyberCreek LLC (parent) formation +## 1. CyberCreek LLC (parent) formation 1. [x] Run AZCC name search for `CyberCreek LLC`; confirm availability. 2. [x] File Articles of Organization with the Arizona Corporation Commission (azcc.gov). Filed 2026-06-08. @@ -42,44 +42,39 @@ Sequence is serial: CryptoZing's filing can't name CyberCreek as member until Cy 5. [ ] Apply for CyberCreek's EIN online at irs.gov once Articles are confirmed (free, instant); save the CP 575. 6. [ ] Sign CyberCreek's Operating Agreement (single-member, Nate Barlow). Store with formation docs. -## B. CryptoZing LLC (subsidiary) formation +## 2. CryptoZing LLC (subsidiary) formation -1. [ ] Run AZCC name search for `CryptoZing LLC`; confirm availability. -2. [ ] Identify acceptable Mohave County newspaper(s) for the publication requirement; get price quotes from 2–3 so the filing has a known publication budget. -3. [ ] Once CyberCreek exists, file CryptoZing's Articles of Organization naming **CyberCreek LLC as sole member**. Filing fee: $50 standard; expedite ~$35 extra. -4. [ ] Receive Articles confirmation from AZCC. Save digital + physical copy. (This is the name-lock MS21's swap depends on.) -5. [ ] Begin 3-week publication; submit affidavit of publication to AZCC after it runs. -6. [ ] Apply for CryptoZing's EIN (banks expect a subsidiary to have its own EIN even when disregarded; confirm at account opening). Save the CP 575. -7. [ ] Sign CryptoZing's Operating Agreement naming **CyberCreek LLC as member**. Store with formation docs. +1. [ ] Build out this portion based on what we already did for the parent company. -## C. Business bank account + +## 3. Business bank account 1. [ ] Confirm AFCU's business account requirements (formation receipt, EIN, deposit minimums, fee schedule). 2. [ ] Open business checking in **CryptoZing LLC's** name + EIN. 3. [ ] Route all CryptoZing income/expenses through the business account exclusively. No mixing with personal funds — co-mingling is the most common way solo operators lose liability protection in court. -## D. Update CryptoZing references +## 4. Update CryptoZing references 1. [ ] Update `cryptozing.app` site footer / contact info to reflect the entity (CryptoZing LLC, a CyberCreek LLC company — exact wording TBD). 2. [ ] Update places in the app where the operator/issuer is named (settings, mail headers, copyright notices, etc.) to use the entity name where appropriate. 3. [ ] Update `docs/PRODUCT_SPEC.md`, `README.md`, and other repo docs that name the operator. 4. [ ] Notify Phase 5 (Legal Layer) that the placeholder entity name in the drafted ToS/Privacy Policy can be swapped for the actual entity name. (The final swap-and-publish step lives at MS21 deploy time, not in MS19.) -## E. E&O Insurance (deferred — revenue-gated) +## 5. E&O Insurance (deferred — revenue-gated) E&O insurance is deferred until CryptoZing generates revenue that justifies the operating expense. Day-job income won't cover it. 1. [ ] Add insurance to the post-revenue operating-expense plan so when revenue arrives, E&O is among the first items budgeted (alongside any other recurring SaaS / hosting costs). 2. [ ] Re-evaluate annually or whenever revenue meaningfully changes — until then, treat as a known accepted risk gap. -## Exit Criteria +## 6. Exit Criteria -- [ ] CyberCreek LLC: Articles filed and approved by AZCC; Mohave County publication complete (affidavit submitted); EIN obtained; Operating Agreement signed. -- [ ] CryptoZing LLC: Articles filed and approved naming CyberCreek LLC as member; Mohave County publication complete; EIN obtained; Operating Agreement signed. -- [ ] AFCU business checking opened in CryptoZing LLC's name; CryptoZing income/expenses routing through it exclusively. -- [ ] CryptoZing references updated to reflect the entity (site, app, repo docs). -- [ ] Phase 5 (Legal Layer) notified of final entity name; the deploy-time ToS/Privacy swap-and-publish step in MS21 has the data it needs. -- [ ] E&O insurance status formally recorded as revenue-gated deferral in operating-expense plan. +1. [ ] CyberCreek LLC: Articles filed and approved by AZCC; Mohave County publication complete (affidavit submitted); EIN obtained; Operating Agreement signed. +2. [ ] CryptoZing LLC: Articles filed and approved naming CyberCreek LLC as member; Mohave County publication complete; EIN obtained; Operating Agreement signed. +3. [ ] AFCU business checking opened in CryptoZing LLC's name; CryptoZing income/expenses routing through it exclusively. +4. [ ] CryptoZing references updated to reflect the entity (site, app, repo docs). +5. [ ] Phase 5 (Legal Layer) notified of final entity name; the deploy-time ToS/Privacy swap-and-publish step in MS21 has the data it needs. +6. [ ] E&O insurance status formally recorded as revenue-gated deferral in operating-expense plan. ## Reference