CHARTER It prepares the whole packet. It signs nothing. Charter turns a plain description of a business into a prepared packet for a United States company with more than one owner. It researches the name, secures a web address, drafts the ownership agreement, reads the owners' identity documents, and seals one file. Then it stops. Forming a business on your own is already solved and it is free. The hard part was never the paperwork. It is writing down an agreement between two people who trust each other completely today and might not in three years. The website replays one real run, case demo-bakery, entry by entry. It stops at each of the 7 entries a person caused and will not carry on until somebody clicks. Nothing on it was typed in by hand. Every value below is read from the record of that run, which is beside this file as record.jsonl. ---------------------------------------------------------------------- THE RUN, COUNTED 154 entries 119 by the model 19 by ordinary code 9 by an outside service 7 by a person 5 refusals 8 stages 0 tools in the boundary stage 15 articles in the agreement 22128 bytes in the sealed packet 2 PDF permission level 1297 tests ---------------------------------------------------------------------- THE EIGHT STAGES 1. Understand the business 34 entries, 3 tools, 1 to 35 You describe the business in your own words. Charter asks about anything it still needs, including permission to spend a set amount on the web address. 2. Check the name is free 21 entries, 3 tools, 38 to 58 Look for businesses already trading under this name, and work out whether the new one is clear of them. Whether two names are too close is decided by fixed rules, not by guesswork. 3. Get the web address 33 entries, 5 tools, 59 to 91 See whether the web address is available, and buy it only if a person has already agreed to a price that covers it. 4. Write the contract 33 entries, 4 tools, 92 to 127 Ask the owners the handful of things the contract cannot be written without, then write it. Every number, every section number and every reference between sections is worked out by fixed rules, so none of it is invented. 5. Check the owners are who they say 10 entries, 2 tools, 128 to 137 Read each owner's ID, compare every value on it, and pass anything that is not a clean match to a person to decide. Nothing guesses here. 6. Put it all in one file 5 entries, 1 tools, 139 to 143 Join everything into a single document, stamp it, and take the fingerprint of exactly what was stamped. From then on, anything that would change the words is turned down, and the refusal is written down. 7. Hand it to a person 1 entries, 0 tools, 144 to 144 Charter stops here. A person says yes, and separate code that Charter cannot reach carries the file to them to sign. 8. Put the website online 9 entries, 2 tools, 146 to 154 Build the business a website, draw its first picture from the owners' own words, put it online, and point the web address at it. 8 entries belong to no stage. 7 of them are a person. The rest are Charter refusing a person, because the token did not match. ---------------------------------------------------------------------- WHAT CHARTER WAS ASKED TO DO AND WOULD NOT entry 24: tried to write down something you told it, but the details did not fit, so it asked again entry 31: it tried to buy a web address, which it can do, but not during "Understand the business". What Charter may do changes only when the step changes, and this was never on the list for this one. entry 37: this answer named a different job entry 67: somebody else already has this address entry 74: riverabaking.com costs 9900 cents and only 2500 cents are left of what a person allowed. Registering it will be refused however many times it is tried. Ask a person to allow at least 9900 cents, or find a cheaper address. ---------------------------------------------------------------------- WHAT THE CHECKER ANSWERS npm run verify -- out/pack.pdf out/record.jsonl out/attestation.json [yes] Is the file a real PDF with a stamp on it? [yes] Does the stamp allow only filling in and signing? [yes] Does the stamp cover the whole file? [yes] Is this the same file the diary describes? [yes] Does every step in the diary match the one before it? [yes] Does that note check out, using a key from outside the file? [yes] Does that note describe the diary that was handed over? [ ? ] Has anybody outside Charter confirmed this diary existed? 8 questions. 7 answered yes. 1 it cannot answer, and it says so rather than leaving it out. WHAT THIS CHECK CANNOT PROVE - That this diary is as old as it says. Charter holds both the diary and the key that stamps it, so a diary written later, all in one go, would look exactly like this one. A timestamp from an outside authority would settle it, and this file did not come with one. - Who stamped this. The certificate is Charter vouching for Charter, so nobody outside has checked that Charter is who it says it is. Any PDF reader will tell you the same. What is proved above is that the file has not changed since it was finished, which is about the file and not about identity. - That nothing was left out in the first place. It proves nothing was changed or removed afterwards, which is a smaller thing. - Whether this contract is right for these two people. Nobody here has reviewed it, and nothing here is legal advice. ---------------------------------------------------------------------- THE AGREEMENT An ordinary decision carries on more than 50% of ownership. A decision that changes this agreement itself carries on at least 66.67%. A majority means more than half. An owner holding exactly half does not carry an ordinary decision alone. These shares allow an exact tie, so this agreement includes a deadlock article. It is left out when the arithmetic makes a tie impossible. ARTICLE 1 — FORMATION, NAME AND PRINCIPAL OFFICE Says which company this agreement is about, so it cannot be attached to the wrong one. ARTICLE 2 — PURPOSE Says what the business does. A purpose stated narrowly can limit what the company may later do, so it is stated broadly unless the owners ask otherwise. ARTICLE 3 — MEMBERS AND OWNERSHIP INTERESTS The list of owners and what share each one holds. This is the article people open the document to read. ARTICLE 4 — CAPITAL CONTRIBUTIONS What each owner put in. Texas allocates profit by contribution value as stated in the company records, so this article is the record the statute asks for. ARTICLE 5 — ALLOCATION OF PROFITS AND LOSSES How profit and loss are divided. Either it follows the contributions, or the owners agreed something different and the agreement has to say so in its own words. ARTICLE 6 — DISTRIBUTIONS When money actually leaves the company and reaches the owners. Being allocated a profit and being paid it are different events, and confusing them is a common and expensive surprise. ARTICLE 7 — MANAGEMENT Who runs the company day to day: the owners themselves, or somebody they appoint. ARTICLE 8 — VOTING AND DECISIONS What fraction of ownership has to agree before a decision carries, and which decisions need more than a simple majority. ARTICLE 9 — TRANSFER OF MEMBERSHIP INTERESTS Whether an owner may hand their share to somebody else, and what that person gets. In Texas a transferee normally receives the money rights without becoming a member who can vote. ARTICLE 10 — NO WITHDRAWAL OR EXPULSION Texas states that a member may not withdraw or be expelled. When the owners have chosen no way out, the agreement says so plainly rather than leaving people to discover it. ARTICLE 11 — DEADLOCK What happens when the owners cannot outvote each other. Included only when the shares make a tie genuinely possible, because a deadlock clause in a company that cannot deadlock is noise. ARTICLE 12 — DISSOLUTION AND WINDING UP How the company ends and in what order its money is paid out. ARTICLE 13 — BOOKS, RECORDS AND INFORMATION What the company must keep and what an owner is entitled to see. An owner cut off from the records cannot tell whether anything else in this document is being honoured. ARTICLE 14 — AMENDMENT What it takes to change this agreement later. Without it, the question of who may rewrite the deal is itself unsettled. ARTICLE 15 — GOVERNING LAW AND EXECUTION Which state's law reads this document, and the record that each person signed it. ---------------------------------------------------------------------- THE OUTSIDE SERVICES SerpApi (serpapi.com), the search: stand-in Answers recorded in advance, because this is a replay. It gives back answers recorded in advance and has no way of reaching the internet at all, so a missing answer stops the run rather than quietly becoming a real call. Name.com (name.com), the registrar: stand-in Answers recorded in advance, because this is a replay. Nothing is registered and nobody is charged. It gives back answers recorded in advance and has no way of reaching the internet at all, so a missing answer stops the run rather than quietly becoming a real call. Nutrient (nutrient.io), the identity: stand-in Documents recorded in advance, because this is a replay. No real person’s ID is involved and nothing was sent anywhere. It gives back answers recorded in advance and has no way of reaching the internet at all, so a missing answer stops the run rather than quietly becoming a real call. Foxit (developer-api.foxit.com), the documents: stand-in The pack is joined here instead, which is a real join and not a pretend one: every page is copied across and the file can be opened and signed. What does not happen is the finished pack being read back by anybody other than the program that wrote it. This run is replaying answers recorded in advance, so nothing was sent anywhere. not built yet, the publishing: stand-in Putting the website online is not built yet. The file itself is put together and stamped by Charter’s own code and never goes through anybody else, so the only thing standing in here is the website going live. Perfect Corp (yce.perfectcorp.com), the imagery: stand-in Nothing is drawn, because this is a replay. The words it would have sent are the owners' own, taken from the record, so a run shows exactly what would have been drawn. No photograph of anybody is ever sent, and that company's face and skin tools are not used anywhere in this project. ---------------------------------------------------------------------- THE LIMIT The Uniform Electronic Transactions Act, section 14, lets a contract be formed by electronic agents even when no person is aware of it, and the result is attributed to the person to be bound. So the honest claim is not that a machine may not act. It is that the same law defines a signature as a process executed or adopted by a person, with the intent to sign. Forming can be handed over. The signature is the act of a person, and a machine has no intent to lend it. That limit is not a setting. There is no chain of imports from anything the model can trigger to the module that carries a document to a person to sign, and a test walks every import on every build and fails if that ever changes. The record is append-only and tamper-evident. Modification is detected, not prevented. Nothing here is legal advice.