High-level visual + plain-language overview of how Sponic Gardens fits together: the Delaware C-corp, the two cofounders and their officer roles, the Trust as initial investor (via SAFE), the US banking stack (Mercury + Wise), Sonia's Polish sole proprietorship (JDG) as the services contractor, and how dollars flow from Trust subscription through to Polish-side payouts. Use this as the one-pager when explaining the structure to a new advisor, attorney, accountant, or investor β the long-form rationale lives in the corp plan, the operational playbook lives in formation.
Delaware General Corporation Law (DGCL Β§142) requires the corporation to have officers, but is permissive about which roles and how many. The standard four roles, who's filling each at Sponic, and what each is on the hook for:
Authority: the chief executive of the corporation in absence of a separately-designated CEO; presumptive authority to act on behalf of the company in ordinary-course business. Signs contracts, executes corporate actions, represents the company externally.
Day-to-day: sets strategy, leads operations, makes hire/fire decisions for non-officer roles, executes commercial agreements, signs services agreements with the JDG (on behalf of Sponic, recused on her own JDG side), signs SAFEs and stock-issuance documents as authorized by the Board.
Liability: standard officer fiduciary duties (care, loyalty, good faith). Indemnified by the corporation under bylaws + Indemnification Agreement per the formation playbook.
Not separately required by DGCL but conventionally designated so banks (Mercury), investors, and counterparties have an unambiguous "this is the top-of-house" title. Combining President + CEO in one person is standard for a 2-person company; can be split later if/when a senior hire takes one role.
Authority: custodian of the corporate records (minute book, stock ledger, bylaws, certificates). Certifies resolutions to third parties (banks, investors, IRS). Provides notice of board and stockholder meetings.
Day-to-day: updates the stock ledger after any equity event (SAFE, grant, transfer), files annual consents in the Clerky vault, certifies Board resolutions when Mercury or the IRS asks for proof of authority, calendars the recurring deadlines (DE franchise tax March 1, Form 1120 April 15, TX No Tax Due Report May 15, annual stockholder/board consents within 13 months).
Liability: standard officer duties. The Secretary is also the legal "person of record" for service of legal documents on the corporation if the registered agent fails β so keep the office filled.
Authority: custody of corporate funds and securities. Oversees bookkeeping and tax filings (or supervises whoever does β solo CPA for Form 1120).
Day-to-day: primary Mercury account holder + authorized signer; oversees the bookkeeping (Wave Y1; QuickBooks later); coordinates with the CPA on Form 1120 and Texas Comptroller filings; oversees Wise payouts to the JDG; maintains the operating-account β tax-reserve sweep policy.
Why combined with Secretary: two-person cofounder shops typically combine the financial + records roles for one cofounder, freeing the other to focus on operations as President. Split later when there's an operations hire who can absorb Treasurer.
Concretely, the first ~$100K of cash through the system flows like this:
| Step | Movement | Mechanism | Amount (illustrative) |
|---|---|---|---|
| 1 | Founders β Mercury | Each founder transfers par Γ shares as RSPA consideration (after Mercury opens; held in personal account if Mercury still pending) | $40β80 total |
| 2 | Trust β Mercury (per tranche) | Wire from Trust against the Stock Purchase Agreement + Promissory Note; cash booked to operating account; SPA/Note/Pledge filed in Clerky vault; Form D filed with SEC within 15 days of first tranche | $25K Γ 4 tranches = $100K total over ~12 months |
| 3 | Mercury (sub-account: Operating) | Bulk of funds stay here; FDIC swept; optional Mercury Treasury allocation for yield on idle balance (~4β5% APY) | Most of round |
| 4 | Mercury (sub-account: Taxes) | Per-policy carve-out for future federal tax + reserve for unexpected obligations (~5β10% of operating) | $5β20K |
| 5 | Mercury β Wise Business | Per-payroll-run or weekly sweep to fund the next batch of Polish payments. Move only what's needed; limits in-transit exposure | $3β10K/month |
| 6 | Wise USD β Wise PLN | FX conversion at mid-market + ~0.4β0.6% Wise fee; PLN held in Wise multi-currency balance | per invoice |
| 7 | Wise PLN β Sonia's Polish business bank | Polish local rail (Elixir / BlueCash); arrives same-day or next-day; no SWIFT, no correspondent fees | per invoice |
| 8 | Sonia's JDG β ZUS + Polish tax authority | Sonia pays her own social security (ulga-na-start ZUS in Y1) and ryczaΕt 12% income tax monthly. Per JDG Setup Guide | per Polish-side cost stack |
| 9 | Sonia's JDG β Polish contractors (if engaged via Option 1 bridge) | JDG pays Mariia or similar via umowa zlecenie or B2B per contractor bridge | per contractor invoice |
There is no traditional payroll yet. Sonia is compensated as a vendor (her JDG invoices Sponic monthly), not as a W-2 employee. Rahul, if compensated, would likewise be a vendor (e.g. via a US-side single-member LLC or 1099 contractor relationship β to be designed if/when he draws cash compensation). The first true W-2 payroll happens only when Sponic hires an employee directly, at which point we register with the applicable state's workforce agency and engage Gusto / Rippling. Until then, "payroll" = monthly Wise transfers to the JDG.
| Document | Counterparties | Storage |
|---|---|---|
| Certificate of Incorporation | Sponic Gardens, Inc. β Delaware | Clerky vault + Drive: 01 Formation |
| Bylaws | Sponic Gardens, Inc. | Clerky vault + Drive: 02 Corporate housekeeping |
| Initial Board Consent | Both cofounders (as directors) | Clerky vault |
| Restricted Stock Purchase Agreements (Γ2) | Sponic β each founder | Clerky vault + Drive: 03 Equity |
| Β§83(b) elections (Γ2) | Each founder β IRS | Clerky vault + Drive (with USPS receipts) |
| CIIAAs (Γ2 founders + each later contributor) | Sponic β each person | Clerky vault |
| Equity Incentive Plan | Sponic Gardens, Inc. | Clerky vault |
| Indemnification Agreements | Sponic β each director + officer | Clerky vault |
| Services agreement (US-corp β Sonia's JDG) | Sponic β Sonia's JDG | Drive: 03 Equity / 06 Services agreements (drafted bespoke per corp plan Β§8) |
| Cofounder agreement | Sonia β Rahul (with company as party) | Drive: 02 Corporate housekeeping / 08 Cofounder agreement |
| Trust Common Stock Purchase Agreement + Promissory Note + Pledge Agreement | Sponic β Trust (Rahul-as-trustee signs for Trust; Sonia signs for Sponic as disinterested-director-authorized officer) | Clerky vault + Drive: 03 Equity / 03 Trust common issuance |
| Mercury account documents | Sponic β Mercury (Choice Financial / Column N.A.) | Drive: 05 Banking + tax |
| Wise Business account documents | Sponic β Wise | Drive: 05 Banking + tax |
| EIN CP 575 | Sponic β IRS | Drive: 01 Formation (irreplaceable) |
| Polish contractor agreements (e.g. Mariia) | Sonia's JDG β contractor (not Sponic directly) | Sonia's records; Sponic gets summary per contractor bridge |