Structure, jurisdiction, and the regulatory logic of Unity — now across four countries — designed so Year 1 stays deliberately below the line while Year 2 funds the pathway to cross it properly.
Receives all founding gifts. Owns the commons: the Framework of Coherence (published public-domain), the NI, pilot infrastructure, and the Unity protocol. Funds Coherence Labs and the CDs. Governed with the Governance Interface (Yes / No / Surrender). Formed in Y1 as a standard nonprofit; converted/expanded to the full Trust architecture in Y2 with counsel, using the BioFi Project’s published Bioregional Trust templates as starting drafts.
Operates inside the Trust (program, not entity) until scale argues otherwise. All output published public-domain — CoH funds it first, uses it first, then gifts it to humanity. The indigenous co-design partnership sits inside Labs with its own agreement: attribution, consent, and publication terms co-written with the partner community. Publication license to be selected with counsel (CC0 vs. CC-BY for attribution integrity).
Consumer settlement layer; Frame integration. Incorporated in Y2; founding donors hold contractual first-priority allocation in its first investment round — the priority right is written into the gift agreement, not implied.
Enterprise circuit membership — the Sardex-shaped business. Same donor priority mechanics. Trust retains founding equity in both spin-offs so commons value flows back. Locked July 18: two spin-offs only. Data sovereignty is not a service to sell — it is a property of the protocol (see Infrastructure).
The scaled model operates in four countries by end of Year 2: the city pilot (US–the pilot city or Canada–BC), plus three parallel launches, one hosted by an indigenous nation. The base-case structure keeps one fundraising and IP vessel with light local presence per pilot:
| Layer | Structure | Why | Est. cost |
|---|---|---|---|
| Global vessel | Delaware nonprofit → Humanitarian Trust (Y2); SF operating base | Donor familiarity; 501(c)(3) deductibility path; clean spin-off equity mechanics | $35–50k Y1; $190–260k Y2 |
| CD 1 · city | If the pilot city: same US entity, state registration. If BC: Canadian nonprofit affiliate or fiscal sponsorship | The site choice is also a legal choice — BC adds a border but Canada’s complementary-currency posture is calm (Calgary Dollars precedent) | $10–40k |
| CDs 2–4 · three countries | Local partner association or fiscal host per country; employment via EOR until volume justifies entities | Speed and reversibility — a partner-hosted pilot can launch in a quarter; a subsidiary cannot | $25–45k / country |
| Indigenous CD | Partnership agreement with the nation’s own governing body — their jurisdiction respected as primary where applicable | Sovereignty is the starting posture, not an accommodation; agreement terms co-written | inside the $80k sovereignty line |
Each country choice re-prices this table: data-residency law (LGPD-style regimes), employment cost, and complementary-currency posture all vary. Brazil remains a natural candidate given Bliive’s ground. Name the three and this page recomputes in a day.
Data residency: because each community’s data lives in its own wallets and local node by protocol design (IEEE 2874 — see Infrastructure), the compliance surface per country shrinks to the local node and consent terms — not a central database subject to every regime at once. This is the legal dividend of the distributed architecture.
Year 1 Unity is designed to be boring to a regulator. Three deliberate properties keep it below the line:
No fiat purchase of Unity, no cash-out. Value enters as contribution, circulates as exchange. No money transmission while nothing transmits money.
Issued by the act of exchange itself (Sardex/WIR/Sarafu lineage, 15–90 years of operating precedent). Not pre-mined, not sold, not fundraising.
Under a Howey-style analysis: no investment of money, no expectation of profit from others’ efforts — members earn Unity by contributing, spend it by receiving. It fails the securities test by design.
Sardex income is declared euro-equivalent under Italian law; US barter exchanges report under 1099-B mechanics; Kenya’s Sarafu operated with nonprofit facilitation; Canada’s community currencies operate under barter-treatment guidance. Base-case position: Unity-denominated exchanges are barter income at fair value where local law requires, with member guidance published plainly per country. The four-country footprint makes per-jurisdiction tax memos a named Phase 0–1 deliverable, not an afterthoughtReview.
| Phase | When | What happens | Budget |
|---|---|---|---|
| 0 · Memo | Q4 2026 | Regulatory memo confirming the closed-loop design in the city jurisdiction; member terms & privacy drafted; partnership-search legal groundwork for the indigenous CD | $110k (in Y1 legal) |
| 1 · Operate below the line | 2027 | Closed-loop mutual credit in CD 1, then CDs 2–4; barter-tax guidance per country; no fiat touchpoints | memos $25k / country |
| 2 · The Unity pathway | Y2 (2027–28) | Counsel engagement on coherence-weighted issuance; formal classification analysis; funded with Trust conversion | $260k (Y2) |
| 3 · Crossing the line, properly | Y3+ | Only if cash-out or cross-community fiat settlement is needed: licensing, reserve structure, per-jurisdiction. Triggered by need, never by default | out of round |
Pandemic-era Sarafu shows why cash-out pressure can arrive suddenly (donor-funded redemptions became aid). If any pilot community will need an off-ramp in Y1, say so now — Phase 3 work moves forward two years and Y1 legal roughly doubles.
As the roadmap opens Unity to many currents — goods, tokens, acts of care, soil restoration — each current carries its own legal texture: tokens invoke crypto-asset rules (Frame settlement is the trigger), ecological credits touch dMRV and offset-market standards (Regen Network precedent), and care contributions must be recorded with consent-first privacy. The rule that keeps this tractable: a current activates only when its measurement is defensible and its legal memo is written. The NI may see value before the law can hold it; the roadmap sequences accordingly.
Three commitments, written into the partnership agreement before any data flows: the community owns its data (held in its own wallets and node by protocol — the CARE principles for indigenous data governance are the reference standard); traditional knowledge that shapes the Framework is attributed on the community’s terms and never published without consent; and the community can withdraw — taking its data with it — at any time. These are structural properties of the Spatial Web permission model, not policy promises (see Infrastructure & Scaling).
This analysis is planning-grade, prepared without counsel. Every position herein is to be confirmed by retained counsel in Phase 0 — that confirmation is what the Y1 legal budget buys.
On this curve, one to ten million members arrives in 2029 — a year earlier than the previous plan assumed. Phase 2 counsel is pulled forward into the round accordingly. The posture is unchanged: arrive at that moment with a paper trail rather than a surprise.
| Scale | What attracts attention | The prepared answer |
|---|---|---|
| <100k · 2028 | Tax treatment of barter income in four jurisdictions | Per-country member guidance published; Sardex and US barter-exchange precedent |
| 1M–10M · 2029 | Money transmission and e-money questions as circuits deepen; self-serve communities in jurisdictions we never entered | Closed-loop defaults built into the Starter Pack itself, with a jurisdiction checklist and template member terms — compliance travels with the pack |
| 10M+ · 2030 | Consumer protection, AML expectations, data protection | Data never centralizes, which structurally shrinks the surface; published methodology; community governance records |
| 100M · 2031 | Monetary-policy interest — a current with real circulation | Complementary by design and by charter: Unity supplements, never substitutes. WIR’s ninety-year coexistence with the Swiss franc is the precedent to live up to |
Self-serve growth means communities forming in jurisdictions we have never analyzed. The pack therefore ships with closed-loop defaults that cannot be switched off without an explicit legal review step, plain-language member terms, and a country checklist. Anything that would cross a regulatory line requires contact with the Trust — the one deliberate piece of friction in an otherwise frictionless product.