1. Purpose
This policy establishes the legal and operational framework for transitioning CrownThrive, LLC into a C Corporation. It ensures structural scalability, investor readiness, SEC compliance, and equitable inclusion of platform stakeholders via share classes and voting rights.
2. Trigger Conditions for C Corporation Conversion
CrownThrive will initiate formal C-Corp conversion when one or more of the following occurs:
Exceeds $5M in external equity investment
Onboards over 500 verified ThriveAlumni members
Prepares for Regulation CF, A+, or S offerings
Launches tokenized governance and equity under CHLOM™
3. Share Class Design & Voting Structure
3.1 Class A Shares (Voting Control)
Reserved for Founders and senior executives
Full voting rights on all governance and structural decisions
Anti-dilution protection and board seat guarantees
3.2 Class B Shares (Investor Tier)
Issued to private investors and strategic partners
No direct voting rights
Eligible for dividends and exit proceeds
3.3 Class C Shares (Convertible & Community)
Reserved for ThriveAlumni, contributors, and DAO participants
Convertible upon liquidity or exit events
Non-voting until conversion trigger is met
3.4 Class D Shares (CHLOM-Linked Governance)
Linked to digital licensing, DAO participation, and CHLOM token staking
Voting weight is dynamic and recorded on-chain
Cannot be transferred outside CHLOM verification systems
4. Cap Table Allocation (Initial Framework)
Category % Allocation
Founders & Executives (Class A) 35%
Ecosystem & Platform Reserves 20%
ThriveAlumni & Community (Class C) 25%
External Investors (Class B) 20%
Note: Allocations subject to legal review, tax guidance, and investor negotiations.
5. Governance Continuity During Conversion
ThriveAlumni and committee structures will remain intact
All designations will be tokenized and mirrored into CHLOM
CHLOM will store immutable records of seat assignments, votes, and credentials
The Executive Committee and Founders maintain override power to ensure smooth conversion and prevent mission drift.
6. Legal & Compliance Mandates
Delaware C-Corp formation documents to be filed with standard Articles of Incorporation
All board amendments must pass 2/3 Founder vote and 75% ThriveAlumni notice period
Financial disclosures, fundraising, and equity campaigns to comply with SEC guidelines
7. Equity Grant Conditions for ThriveAlumni
ThriveAlumni members may earn equity under:
Governance contribution (minimum 12-month role)
Verified DAO voting participation and credential completion
Nomination or election to CHLOM-governed board positions
All equity earned is subject to vesting, revocation for misconduct, and non-transfer without CHLOM registry approval.
8. Anti-Hostile Takeover Continuity
This policy is integrated with the Anti-Hostile Takeover Policy (#9). All attempts to acquire control over shares or voting authority without approved override votes are null and void.
Poison pill mechanisms and quorum manipulation defenses apply to all C-Corp activity.
📌 Document Version: v1.0
📅 Effective Date: July 30, 2025
📁 Maintained by: CrownThrive Founding Team · Legal Strategy Office · CHLOM Governance Compliance Unit
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