> For the complete documentation index, see [llms.txt](https://docs.charterfnd.com/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://docs.charterfnd.com/technical-documentation/legal-infrastructure.md). # Legal Infrastructure The Charter Process is implemented through a defined legal architecture and coordinated sequence of steps. These steps are designed to ensure that the token launch is executed within a structured, auditable, and repeatable framework. Rather than introducing novel or experimental structures, Charter leverages proven offshore and onshore entities in a coordinated framework. This ensures that builders benefit from legal separation, flexibility, and credibility, while avoiding unnecessary duplication and complexity. ### Legal Entities Involved The Charter model is built on a set of well-established legal entities, each serving a distinct role in the token launch process. Rather than introducing novel or experimental structures, Charter leverages proven offshore and onshore entities in a coordinated framework. This ensures that builders benefit from legal separation, flexibility, and credibility, while avoiding unnecessary duplication and complexity. The key entities and their relationships are as follows: * The **Charter Foundation** governs the framework and forms the launch structure for each project. The Charter Foundation is the sole director of the Cayman Launch Company. * The **Ink Foundation** is Charter’s Facilitating Partner and administers the Charter process and coordinates ecosystem resources. The Ink Foundation does not govern the launch structure. That authority sits with the Charter Foundation, which independently governs each project’s launch infrastructure. * The **Builder Labs Company** is the Builder’s own operating entity. It contracts with the Ink Foundation for access to Charter and with the Cayman Launch Company. * The **Cayman Launch Company** is formed by the Charter Foundation for each project. It is the top-level holding and governance vehicle, and wholly owns the BVI Launch Subsidiary. The Cayman Launch Company is the sole director of the BVI Launch Subsidiary. * The **BVI Launch Subsidiary** is the operational launch vehicle. It sits beneath the Cayman Launch Company, executes the token mint and issuance, and enters into all launch-facing contracts. * The **Post-Launch Foundation** is what the Cayman Launch Company becomes. At Release, the Cayman Launch Company converts into a Cayman Islands Foundation Company, carrying all subsidiary relationships and contracts forward automatically. #### Builder Labs Company The Builder Labs Company is the Builder’s own operating entity: the for-profit company that raises venture capital, builds the technology, develops the product, hires the team, and drives the commercial vision of the project. For U.S.-based teams, this is typically a Delaware C-Corporation, though other jurisdictions may be used depending on the builder’s location and needs. In some cases, the entity may be structured as a non-profit, depending on the nature of the project. The Builder Labs Company is responsible for: * developing the protocol or product, * employing the team, * managing intellectual property, * driving the commercial strategy of the project. Within the Charter framework, the Builder Labs Company has three key contractual relationships: * It enters into the Charter Services Agreement with the Ink Foundation, Charter’s Facilitating Partner, establishing participation in the Charter framework, fees, token allocation, and ecosystem access. * It enters into the Builder Services Agreement with the Cayman Launch Company, enabling Builder Labs Company to provide operational support to Cayman Launch Company, and which will govern the relationship between the entities throughout the Charter Process and beyond. * It enters into the Builder Asset Transfer Agreement with the Cayman Launch Company. Pursuant to this agreement, the Builder Labs Company transfers to Cayman Launch Company, among other things, certain intellectual property rights and initial capital, conditioned upon the Cayman undertaking the Release phase following the Launch phase. * It enters into a Token Purchase Agreement with the BVI subsidiary, in order to obtain tokens, which it can then distribute to team members and investors. The Builder Labs Company remains fully independent throughout the Charter process. Neither the Ink Foundation, the Charter Foundation, nor the Cayman Launch Company directs or manages the Builder Labs Company. Investors typically invest into the Builder Labs Company, while governance and token issuance occur through the launch structure. The Charter framework is designed so that value generated by the network flows back to the entity investors fund. Two features support this. First, Charter’s recommended approach of retaining core IP at the Builder Labs Company and licensing it into the launch structure keeps enterprise value anchored where investors hold their interest. Second, investor token rights, whether documented through token warrants, SAFTs, or similar instruments, can be structured to attach directly to the BVI Launch Subsidiary as the token issuer, rather than being routed through additional layers, which provides greater clarity on entitlements and reduces questions about the survivability of those rights following the Release conversion. Builders should design investor documentation, token commitments, and intercompany arrangements together with their counsel from the outset, so that value flow and investor rights remain consistent across the structure and survive conversion into the Post-Launch Foundation. #### The Charter Foundation The Charter Foundation is the legal and operational anchor of the Charter system. It is a Cayman Islands Foundation Company that provides the governing body through which builders can prepare for launch and move through a coordinated process without having to assemble the entire offshore structure themselves. In practice, the Charter Foundation’s role is to make Chartering a token possible. It forms the Cayman Launch Company and BVI Launch Subsidiary for each project, provides, in its capacity as the sole director of the Cayman Launch Company, the directorship and governance layer during the launch process, and ensures that each launch is conducted within a compliant and well-governed framework. The Charter Foundation is managed by independent, professional directors from Leeward Management Limited and Hash Directors, who specialize in fiduciary services and have managed billions of assets on behalf of their clients. These are directors whose reputations depend on acting within strict legal and professional standards. They are mandated by law to administer a predefined framework. #### The Ink Foundation The Ink Foundation is the Facilitating Partner of the Charter Foundation and the steward of the Ink Blockchain and its ecosystem. The Ink Foundation is the builder’s primary commercial counterparty within the Charter framework. It is the entity builders contract with, the recipient of fees and token allocations, and the coordinator of ecosystem resources and partner introductions during the early stages of the process. The Ink Foundation is the Facilitating Partner of the Charter Foundation and the steward of the Ink Blockchain and its ecosystem. The Ink Foundation is the builder’s primary commercial counterparty within the Charter framework. It is the entity builders contract with, the recipient of fees and token allocations, and the coordinator of ecosystem resources and partner introductions during the early stages of the process. * onboarding builders and evaluating applications in coordination with the Charter Foundation, * establishing the commercial terms of the engagement through the Charter Services Agreement, * co-ordinating with the Charter Foundation to initiate the formation of the launch structure, * connecting builders with ecosystem partners, * administering the Charter process and serving as the builder's primary point of contact during the initial phrases. Once the launch structure is in place, the Ink Foundation steps back. It does not participate in launch governance, does not exercise authority over the builder’s decisions or timeline, and has no ongoing operational role in the project. #### Cayman Launch Company For each project, the Charter Foundation forms a dedicated Cayman Islands Exempted Company: the Cayman Launch Company. This entity serves as the top-level holding and governance vehicle in the Charter structure. The Cayman Launch Company sits between the Charter Foundation above it and the BVI Launch Subsidiary below it. Its core functions include: * wholly owning the BVI Launch Subsidiary, * entering into the Builder Services Agreement and the Builder Asset Transfer Agreement with the Builder Labs Company, * converting into the Post-Launch Foundation at Release, automatically carrying all subsidiary relationships and contracts forward without novation. The use of a Cayman Islands Exempted Company as the holding vehicle provides several structural advantages: * possesses a clear and established conversion path to a Cayman Islands Foundation Company at Release, * acts as liability shield for IP and treasury assets from the BVI Launch Subsidiary, which usually has more liability exposure, * possesses institutional familiarity to legal counsel, service providers, and counterparties, * hosts clean structural separation between the holding and governance level (Cayman) and the operational launch level (BVI). Each Cayman Launch Company is specific to a single project and is not shared across Builders. There is no commingling of assets, contracts, or liabilities between Chartered projects. During the Charter process, the Cayman Launch Company is governed by its sole director, the Charter Foundation. Following conversion at Release, the Charter Foundation will resign as the director of the Post-Launch Foundation and new directors will be appointed with input from the builder. #### BVI Launch Subsidiary The BVI Launch Subsidiary is the operational launch vehicle in the Charter structure. It is a BVI business company, wholly owned by the Cayman Launch Company, and is the entity through which the token launch is actually executed. The BVI Launch Subsidiary is used to: * execute the token mint issuance, * enter into launch-facing contracts, including market-making and exchange listing agreements, * interface with participants and counterparties during the token launch. By isolating launch activities within a separate BVI entity beneath the Cayman Launch Company, the structure achieves several objectives: * launch-related liabilities are contained at the BVI level, limiting exposure at the Cayman holding level, * co-ordination with external counterparties is simplified, since they are dealing with a single-purpose launch vehicle, in a familiar jurisdiction, * provide a familiar and favorable environment for the token Issuance (BVI has a more permissible virtual asset regulatory regime when it comes to the initial public launch of a token). Each BVI Launch Subsidiary is specific to a single project and is not shared across Builders. Upon conversion of the Cayman Launch Company into the Post-Launch Foundation at Release, the BVI Launch Subsidiary remains a wholly-owned subsidiary of the Post-Launch Foundation. During the Charter process, the BVI Launch Subsidiary is governed by its sole director, the Cayman Launch Company. Following conversion at Release, the Post-Launch Foundation will continue to act as director of the BVI Launch Subsidiary. #### Post-Launch Foundation The Post-Launch Foundation is the standalone, long-term governance and stewardship entity for each Builder’s project. It is not a new entity, and is in fact the Cayman Launch Company converted into a Cayman Foundation Company and detached from Charter. Following a successful launch, the Cayman Launch Company converts directly into a memberless Cayman Islands Foundation Company. This conversion is the Release step. Upon conversion: * the BVI Launch Subsidiary remains a wholly-owned subsidiary of the Post-Launch Foundation, with all existing contracts, agreements, and counterparty relationships carried forward, * the Charter Foundation resigns as the director of the Post-Launch Foundation and new directors will be appointed. Post-Launch Foundation will continue to act as director of the BVI Launch Subsidiary, * the Post-Launch Foundation becomes the entity that will steward the Builder’s project, which may include oversight of the project’s treasury, operations, and strategic direction. The Post-Launch Foundation is: * controlled via a governance structure independent of Charter, * funded using proceeds from the token launch, * designed to support long-term ecosystem development, protocol governance, and community stewardship, * supported operationally by the Builder Labs Company through the Builder Services Agreement. --- # Agent Instructions This documentation is published with GitBook. GitBook is the documentation platform designed so that both humans and AI agents can read, navigate, and reason over technical content effectively. 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