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19.3: number sections + Exit Criteria; collapse subsidiary to a stub #108

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n8bar merged 1 commit into from
Jun 17, 2026
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19.3: number sections + Exit Criteria; collapse subsidiary to a stub #108

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33 changes: 14 additions & 19 deletions docs/strategies/19.3_LLC_FORMATION.md
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Expand Up @@ -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.
Expand All @@ -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.

@chatgpt-codex-connector chatgpt-codex-connector Bot Jun 17, 2026

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P2 Badge Keep the subsidiary checklist executable

For this active Phase 3 strategy, this stub removes the only ordered steps for the CryptoZing LLC formation even though the doc says the subsidiary filing is next, and docs/DOC_ROLES.md makes strategy docs the authoritative ordered implementation checklist. In a resumed handoff, this no longer tells the next agent to run the name search, file Articles with CyberCreek as member, start Mohave publication, obtain the EIN, or sign the operating agreement, so required exit-criterion work can be missed until later discovery. Please keep the concrete checklist here instead of a placeholder.

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## 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

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