Vaulta Foundation Transition
This proposal creates a new legal entity to ensure continuity after the Vaulta Foundation shuts down.
Summary
Proposal Overview
Create a new legal entity: Vaulta Stewardship Trust (VST)
Propose and Approve a MSIG Proposal to confirm the creation of Vaulta Stewardship Trust (VST) with the proposed legal structure
Overview
This document describes the transition process for the Vaulta Network. The Vaulta Foundation is shutting down. This proposal creates a new entity to ensure continuity of critical assets.
The new entity is:
Vaulta Stewardship Trust (VST): A statutory trust with an owned LLC.
This is only the first stage. More changes will be required for the Vaulta Network to succeed.
Off-chain work will begin to start this entity when the signaling proposal is approved.
The Treasury provides the necessary funding required to begin operations during the transition period.
The on-chain work includes:
Signing a signaling proposal to authorize a select transition team to create the VST entity with the proposed legal structure
Network consensus on this proposal is critical. It signals the network's direction and begins the handoff from the Vaulta Foundation to the new entity.
Understanding Network Ownership
This document uses the phrase "owned by the network." This means no single person controls the account or makes the decision.
Block Producers control these accounts through voting. 15 out of 21 Block Producers must agree before any action happens.
This control happens through the eosio@active or eosio.prods@active permission. Block Producers use this control to:
Manage account permissions
Change distribution configurations
Make decisions about network funds
Approve changes through network consensus
This system keeps critical accounts and funds under community control.
Vaulta Stewardship Trust (VST)
The Vaulta Stewardship Trust (VST) will be a new independent organization. It will provide permanent operational functions for the network. It will hold off-chain shared assets.
The Vaulta Network cannot be a legal owner because it is not a legal entity. The VST will own assets on behalf of the network.
The VST mission is to ensure continuity of these assets as different organizations rise and fall over time. The VST must remain minimal in size. It must remain without influence despite controlling these assets.
New Legal Structure
This proposal establishes a new legal structure to provide stable, low-risk stewardship of network assets as the Vaulta Foundation winds down.
The new structure minimizes tax exposure and legal complexity while preserving MSIG-based community governance.
The solution is built around:
The Vaulta Stewardship Trust (“VST”) – a statutory trust explicitly barred from providing private benefit, with no beneficiaries.
Vaulta Stewardship LLC (“VS LLC”) – a trust-owned LLC used for operations, contracting, and asset management.
MSIG Governance – Block Producers govern the trust and LLC through binding resolutions mirrored in the legal documents.
A small, efficient transition team – for example, one attorney, one accountant, one operations lead.
All assets, intellectual property, and funds held by the Vaulta Foundation will be transferred into the new structure.
1.1 Vaulta Stewardship Trust (VST)
A statutory trust formed in Texas exclusively for the operational stewardship of the Vaulta Network’s off-chain assets.
Key Legal Clauses (Drafted for Risk Avoidance)
The trust instrument explicitly states:
No Private Benefit: The trust is not intended to generate private gain. All assets must be used solely for the operational support of the Vaulta Network.
No Beneficial Interest: The trustee and enforcer hold zero beneficial interest in trust assets and cannot personally profit.
Operational Purpose Only: All trust expenditures must support a clearly defined operational purpose: “To administer, secure, develop, and operate the off-chain resources required for the functioning of the Vaulta Network.”
No Beneficiaries: The trust intentionally names no beneficiaries, eliminating gift tax exposure and preventing any claim of private inurement.
Enforcement Committee: Instead of a single individual, the trust uses a three-person enforcement committee chosen via MSIG vote, reducing liability concentration.
Governance Binding: The trust instrument recognizes MSIG governance as the authoritative decision-making body.
This structure avoids the uncertain tax classification and private-benefit pitfalls of a non-charitable purpose trust.
1.2 Vaulta Stewardship LLC (VS LLC)
A Texas LLC wholly owned by the VST.
Used for operational activity requiring a legal entity.
Tax Clarity (Low-Risk Election)
The LLC elects C-Corporation status via IRS Form 8832.
This avoids:
Pass-through taxation
Grantor-trust attribution
Ambiguous filing treatment
IRS scrutiny around “ownerless” LLCs
A C-Corp election is simple, predictable, and eliminates the risk of unintended taxable events at the trust level.
LLC Operating Agreement Mirrors MSIG Governance
The Operating Agreement includes clear parallels to on-chain rules:
21 Block Producers = Governance Board
Decisions require 15 of 21 signatures (matching MSIG threshold).
MSIG resolutions trigger binding corporate resolutions.
Replacement of trustee, enforcer, or signers requires MSIG vote.
Emergency spending limits require 15/21 approval.
Budget approvals flow directly from MSIG to LLC execution.
Courts can enforce this because it is written into the operating agreement.
2. Governance Model (MSIG-Mirrored – Draft Legal Text)
Below is a simplified version of the governance language that should be inserted directly into both the Trust Instrument and the LLC Operating Agreement:
2.1 MSIG Governance Clause (Core Clause)
"The governance authority of the Vaulta Stewardship Trust and Vaulta Stewardship LLC is vested in the Vaulta Network Block Producers. Governance decisions shall be considered valid only when approved by at least fifteen (15) of the twenty-one (21) active Block Producers through multisignature (MSIG) authorization on-chain. Such approvals are binding upon the Trustee, Enforcer, and Manager of the LLC."
Article X – Large Transactions and Emergency Clause “Notwithstanding any other provision herein, no expenditure exceeding One Hundred Thousand United States Dollars (USD $100,000) and no transfer (in cash or in kind) of assets with a fair market value exceeding One Hundred Fifty Thousand United States Dollars (USD $150,000) shall be made by the Trustee, Manager, or any agent of the Vaulta Stewardship Trust or Vaulta Stewardship LLC without prior written authorization approved by at least fifteen (15) of the twenty-one (21) active Vaulta Network Block Producers through on-chain multisignature (MSIG) transaction. Such MSIG approval shall be appended to the relevant transaction record and is binding upon all parties.”
VST Transition Team
This MSIG proposal delegates responsibility to the proposer and the selected individuals. They will form a transition team. The transition team will research and bootstrap this entity on behalf of the network.
The group will work to achieve a sensible structure in terms of cost and governance. The transition team will be disbanded after the VST is created.
VST Scope
Once established, the VST will be the custodian of the following for the Vaulta Network:
The remaining off-chain financial assets held specifically by the Vaulta Foundation
The Vaulta brand and intellectual property related to the Vaulta Network
Ownership of required services for operations (Github, Google Workspace, Domains, etc.)
The VST Transition Team will work with the Vaulta Foundation as it shuts down. This ensures a smooth transition.
VST Funding
This organization needs the smallest budget possible. The VST focuses only on legal compliance and asset custody.
Initial funding comes from the Treasury or leftover Foundation assets during the handoff.
The transition team will calculate specific budget needs. This includes incorporation costs, legal compliance, basic administration, and asset management. The VST should budget for 5-10 years of operations. Any extra funds should be reported to Block Producers for a decision.
Proposal Content
Proposal name: vst.creation
Proposer: bp.1dex
Approval authorizes creation of the Vaulta Stewardship Trust and its wholly-owned VS LLC, full transfer of all Foundation IP/assets/domains, and execution of all required legal filings.
Contingency Plan
In the event that a 15/21 multisignature consensus among the Block Producers is not achieved by the end of December 11, 2025, and no constructive amendments or improvements to this proposal emerge, the initiator will explore alternative approaches to advance the establishment of the legal entities as outlined in this document. This step would be taken thoughtfully to help safeguard the Vaulta Network from the risks of extended delays that could lead to significant disruptions in its operations and continuity.