โ† The Plans ยท Structure (v2) ยท Page 1 of 7

The Structure (v2)

The intended shape of the AGI family of entities: who sits where, who controls what, and โ€” most importantly โ€” what is filed fact and what is still only a plan. Only two entities on this page are verified as filed. Everything else is intended, and the biggest legal question in the whole design is still open.

Filed fact: AGI Future Foundation โ€” CA Nonprofit Public Benefit Corp, Entity B20260196664, filed 2026-04-24. AGI Fellowship โ€” CA Nonprofit Religious Corp, Entity B20260229217, filed 2026-05-13. No IRS 501(c)(3) determination letter exists for either โ€” neither is presented as tax-exempt and no donation is presented as tax-deductible. AGI Corp has an EIN only; incorporation is unverified.

Filed vs intended โ€” read this first

Two entities in this structure are verified as filed with the California Secretary of State. The rest are intended. That distinction is the whole point of this page, and it is kept visible in every section below. Nothing on this page presents an intended entity as if it already existed, and no filing is claimed for any entity where no filing is on record.

EntityStatusWhat that means
AGI Future FoundationFiledCA Nonprofit Public Benefit Corp, Entity B20260196664, filed 2026-04-24. Verified as filed.
AGI FellowshipFiledCA Nonprofit Religious Corp, Entity B20260229217, filed 2026-05-13. Verified as filed. Separate โ€” see below.
AGI CorpIntended โ€” not verified as filedWyoming corporation, intended head of the structure. Has an EIN only; incorporation is unverified.
W3 LLCIntended โ€” not verified as filedWyoming series LLC, intended. No filing verified.
Delaware cohort seriesIntended โ€” not verified as filedCohort series under a Delaware master LLC. Labels C1S1โ€“C1S3 are not legal names. No filing verified.

Neither filed nonprofit has an IRS 501(c)(3) determination letter on file. That is stated here because it changes what may be said about both of them: neither is presented as tax-exempt, and no donation to either is presented as tax-deductible. A filing with the Secretary of State and a federal tax-exemption determination are different things, and only the first is verified for either entity.

The intended stack, top to bottom

The v2 design stacks the family like this: AGI Corp at the top as the intended head; the AGI Future Foundation in the middle as the mission steward; the W3 LLC series and the Delaware cohort series below as the operating portfolio. The Fellowship stands outside that stack entirely, as its own separate church. Each layer has a different job, and the layers do not own each other in the way a stack diagram might suggest at first glance.

AGI Corp โ€” intended head

  • Wyoming corporation, intended head of the structure โ€” not verified as filed.
  • Has an EIN only; incorporation is unverified.
  • The venture studio is a function of AGI Corp, not a separate entity โ€” see The Venture Studio.

AGI Future Foundation โ€” mission steward

  • CA Nonprofit Public Benefit Corp, verified filed, Entity B20260196664.
  • Manages companies to mission and standards via written mission agreements.
  • Is not owned or controlled by the head โ€” see the nonprofit-control tension below.

W3 LLC + Delaware series โ€” the portfolio

  • W3 LLC: Wyoming series LLC, intended, not verified as filed.
  • Delaware cohort series: intended; labels C1S1โ€“C1S3 mean Cohort 1, Series 1โ€“3.
  • The C1S1โ€“C1S3 labels are not legal names.

The Foundation's role is the hinge of the design. It manages companies to a mission statement and to standards โ€” but it does so through written mission agreements, not through ownership or control from above. That is a deliberate choice, and it is also where the design meets its hardest legal question. The Foundation does not sit under AGI Corp as a subsidiary. It sits beside the commercial structure as an independent nonprofit steward, bound to the companies it oversees by agreement rather than by command.

The W3 LLC and the Delaware cohort series are the operating layer: the individual series โ€” thirty-three named W3 sub-series, plus the Delaware cohort series โ€” are where projects actually live. Each series is intended to be its own segregated unit with its own books, its own stewardship, and its own legal designation. None of that exists yet as a verified filing. The series list itself comes from an internal April 2026 printout, not from a Wyoming filing โ€” see The 33 Series for the full list and the evidence behind it.

The Fellowship is separate

The AGI Fellowship is a California church. It is partnered with and supported by the other corporations โ€” it is not a subsidiary of any of them, and it is not a series of W3 LLC or of any Delaware master. That separation is structural, not cosmetic: the church is its own entity, with its own board and its own religious purpose, and its relationship to the rest of the family is partnership and support, not ownership or control in either direction.

This matters for everything downstream. The Fellowship is not part of the venture studio portfolio โ€” it is a partner, not a portfolio row. Its funds, its governance, and its doctrine are its own. Any support or partnership between the Fellowship and the other entities runs under written agreements, and the church is never presented as a commercial series, a subsidiary, or an investment vehicle. Its own site and its own governance live separately from the corporate structure described on this page.

The "Stanford model of philanthropy" โ€” what it means, and what it does not

The v2 structure describes itself as following the "Stanford model of philanthropy." That phrase refers to stewardship principles associated with Stanford PACS โ€” the Stanford Center on Philanthropy and Civil Society โ€” and it means four things in this design:

Principle 1

Mission lock

The mission is locked in as the governing purpose, so that the entities serve the mission rather than the mission bending to serve the entities.

Principle 2

Independent fiduciary governance

The fiduciaries who govern the nonprofit โ€” its board โ€” are independent, and govern in the mission's interest rather than at the direction of a commercial head.

Principle 3

Pooled / segregated funds

Funds are pooled where pooling is proper and segregated where segregation is required, so that money for one purpose is not silently spent on another.

Principle 4

Documented donor intent

Donor intent is documented, so that gifts are used as their donors intended and the record shows it.

What the phrase does not mean is equally important. It is not a Stanford affiliation. There is no affiliation with Stanford University in this structure, and Stanford's name must never be used in fundraising as an affiliation. The principles are borrowed as a stewardship model; the institution is not a partner, a sponsor, an endorser, or a parent. Any fundraising material that implied otherwise would be misrepresenting the structure.

The nonprofit-control tension โ€” the biggest legal question

โš  The question counsel must answer

A California nonprofit cannot be owned or controlled by a for-profit head. The v2 design puts an intended for-profit head โ€” AGI Corp โ€” above a filed nonprofit โ€” the Foundation. Those two facts are in tension, and the tension is the biggest legal question in the structure. It is stated here plainly rather than smoothed over, because the whole design depends on how it is resolved.

The design's answer, as drafted, is that the Foundation board must remain independent, and that any control the commercial side exercises over mission alignment runs only via written mission agreements โ€” contracts that bind the companies to the mission and to the Foundation's standards, without giving the for-profit head ownership or control of the nonprofit itself. The Foundation is managed to the mission, not managed by the head.

That answer has not been verified as workable. If counsel cannot design it cleanly โ€” if written mission agreements cannot carry the control the structure needs without crossing the line into ownership or control of the nonprofit โ€” then the fallback is a restructure: the shape of the family changes until the nonprofit's independence is real and not merely asserted. No restructure design is on file. The fallback is a direction, not a plan: change the structure before compromising the Foundation's independence.

Until counsel resolves this, the v2 structure should be described exactly as it is described here: an intended design with a known, named, unresolved legal question at its center. It should not be presented to a lawyer, a bank, or an investor as a settled corporate family.

Three money flows, kept separate

Money in the v2 design moves in three flows, and the three flows are kept separate from each other:

Philanthropic

The nonprofit flow โ€” donations and grants to the Foundation and the Fellowship. Donation and grant only; no equity, no profit share, and no tax-deductibility claim until an IRS determination letter exists.

Commercial

The business flow โ€” revenue, equity, and investment in the companies and series. This is the flow the studio and the series raises belong to, and it is separate from the philanthropic flow.

Management

The operating flow โ€” the money that pays for running the structure itself. Kept separate from both the philanthropic and the commercial flows, so that operating costs are not silently drawn from either.

No amounts, accounts, or terms for any of the three flows are stated on this page. The point recorded here is the separation itself: the flows do not mix, and no flow is presented as funding another.

A DAO is not a legal entity โ€” and the Steward Council is the authority

Two rules govern decision-making in the v2 structure, and both are absolute.

First: a DAO is not a legal entity. A DAO vote does not sign anything, does not move funds, and does not issue securities. A DAO can discuss, propose, and recommend โ€” and in this design the series DAOs do exactly that โ€” but a DAO vote has no legal effect on its own. Whatever a DAO decides still has to be executed by a human with legal authority, or it has not happened at all.

Second: the Steward Council is the only authority that can act. Each series has a Steward Council of 3 humans, deciding by 2-of-3 signed votes. The Steward Council is the only authority to move funds or to enact charter changes for its series. No agent, no DAO vote, and no single human holds that power alone โ€” it takes two of the three stewards, signing, to move money or change the charter.

Until stewards are named, a series has no effective council

Until the stewards are named, consenting, and holding keys, a series has no effective council โ€” and therefore no one who can lawfully move its funds or enact its charter changes. A series with named-but-not-consenting stewards, or consenting stewards who do not hold keys, is in the same position: no effective council. Steward names, consents, and key custody are not recorded on this page, and no series is presented here as having a seated council.

What is still unknown

Stated plainly, so that nothing on this page is mistaken for settled fact:

  • Whether counsel can design the Foundation's independence cleanly through written mission agreements โ€” or whether a restructure will be needed. Unknown.
  • Whether AGI Corp, W3 LLC, or the Delaware cohort series will be filed, and in what final form. Unverified โ€” no filing is on record for any of them.
  • Who the stewards of any series are, whether they have consented, and whether they hold keys. Not recorded here.
  • The terms, amounts, and accounts of the three money flows. Not stated here.
  • Any final legal form for the Delaware cohort master, including its name. To be chosen โ€” see The 33 Series.

What is known is on this page: two filed nonprofits, an intended head and portfolio, a separate church, four stewardship principles, one open legal question with a restructure fallback, three separated money flows, and one rule about who can actually move funds. The rest is work still to be done โ€” by counsel, by the boards, and by the stewards once they are named.