Skip to main content

A Long-Term Institutional Guardian

Early discovery

This page describes what we want the institutional layer to achieve and the options under evaluation in consultation with legal counsel. The institutional form itself is not decided.

A protocol that claims to be long-term needs a structure that outlives its founders, its investors, and any specific commercial outcome. The goal of the institutional layer is to make CORPUS's commitments to contributors structurally durable, not contingent on the commercial entity continuing to feel like honoring them.

What we want the institution to do​

  • Be the guardian of the protocol, not the operator of the business. The entity that protects contributor interests should be the entity that holds the corpus and the rules, not the entity that has to make payroll.
  • Have a veto on the things that matter. Strategic decisions that could compromise contributor protections (change of fundamental licensing terms, redirection of the royalty pool) should require its consent.
  • Be answerable to contributors, not shareholders. The body that oversees the protocol should derive its mandate from the contributor community, not from the people who put up capital.
  • Make the commitments durable. Whatever form we choose, the aim is that honoring the protocol is the easiest path for anyone who inherits CORPUS. How far that goes toward making the corpus itself impossible to sell is part of the open decision below, not something settled in advance.

The options we are weighing​

We have not decided the institutional form. Three directions are under evaluation, each with a different trade-off between raising capital, moving at the pace the field demands, and making contributor protections structural rather than contractual.

A cooperative (registered cooperative or European Cooperative Society). A body owned by its members, where control sits with the membership by law rather than with whoever holds the capital. Its trade-off is capital: cooperative shares do not appreciate, so growth is financed from members and retained earnings rather than from investors buying equity.

A company with an institutional guardian. An operating company whose contributor commitments are protected by a separate foundation holding a veto (a Golden Share) over decisions that could compromise them. This raises outside capital more easily and moves faster. Its trade-off is that the protection is only as strong as the guardian's design, and a company can in principle be sold.

A transitional company that converts later. A company in which the cooperative mechanics (scoring, pooling, contributor board, CRPS) are written into contracts from the start, with a pre-committed path to convert into a cooperative once defined thresholds are met. Its honesty depends on how firmly the conversion is wired and who holds the shares until then.

These are not equivalent endings. A cooperative cannot be sold, which is its whole protective point; a company can be sold, which is what makes outside capital and a future exit possible, and a contributor who holds CRPS participates in that exit. The same feature is protection seen from one side and upside seen from the other. Which contributors value more is a question we intend to put to them, not answer for them.

Not waiting for the institution​

Whichever form is chosen, it takes capital to establish, and its governance only becomes meaningful once there are real revenue flows to govern. If we waited for the institution to be operational before opening any governance to contributors, the formative period would pass without contributor input.

So we are not waiting. The lighter mechanisms (the scoring jury, the dual-track separation) exist to ensure contributors have real influence from day one.

What is still open​

  • The form itself: cooperative, company with guardian, or transitional company. This is the largest item in What Remains Open.
  • Jurisdiction for whichever form is chosen.
  • Composition and election mechanism for the body that represents contributors within it.
  • If the guardian route is taken: the terms of the Golden Share (which decisions trigger the veto, how it is invoked), and the threshold of scale at which establishing the foundation becomes both necessary and viable.

The goals above are fixed. The legal architecture that secures them is a decision we intend to take with contributors, not for them.