Is Ricardian “Legal”? ⚖️

Ricardian LLC is a domestic limited liability company formed in Delaware on 02/01/2021 with the registration number: 4949847.

The Certificate of Formation for Ricardian LLC (the "Certificate") includes the following "notice of the limitation on liabilities of a series" as specified in §18-215(b) of the LLC Act:

Notice of Limitation of Liabilities of Series. Notice is hereby given that pursuant to §18-215(b) of the Limited Liability Company Act, the debts, liabilities, and obligations incurred, contracted for, or otherwise existing with respect to a particular series of the Company shall be enforceable against the assets of such series only and not against the assets of the Company generally or any other series thereof and, unless otherwise provided in the limited liability company agreement of the Company, none of the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the Company generally or any other series thereof shall be enforceable against the assets of such series.

The Delaware Division of Corporations has accepted this filing and designation as Series as evidenced by the entity details their online registry provides for Ricardian LLC seen below:

A copy of the original Certificate is stored on IPFS at the following hash location: QmNhBsLXHb32uo88PrZazaC2Z7LrkNDsnRgrD6QTTD4DVH.

The Master LLC and Series Operating Agreement template is stored on IPFS and the Ricardian NFT contract: QmaWJMaPnNnPnSdVMy5DRDE1funjMcJQuLhbSDuYuZmzG1

LexDAO engineers have found that a NFT smart contract is convenient to represent the creation of new "series" LLCs under this "Master LLC" filing in Delaware. After all, an NFT is just a list of IDs and owner accounts. See below section, "How does Ricardian NFT contract work?" for more info.

Signatures sent to Ricardian LLC from ethereum wallets should be effective against the masterOperatingAgreement(), enabling instant formation of derivative Series LLCs (subject to "Terms" below), as provided in §18-113 of the Act, the signature may be a . . . electronic signature. "Electronic signature" means an electronic symbol or process that is attached to, or logically associated with, a document and executed or adopted by a person with an intent to execute, authenticate or adopt the document.

Further, blockchain assets, such as tokens, seem well positioned to evidence the separation of assets and organizational concerns among a Series LLC network, per the requirement under the §18-215(b) of the Act to "reasonably identify [] assets" for such separate series protections.

In this case, the use of tokens appears efficient to the suggestion in the LLC Act for "computational or allocational formula" to demarcate series. Further, per the Master LLC Agreement (see above link), the default naming scheme to separately identify each series is built on the totalSupply() increment of each minted Ricardian LLC NFT (e.g., the first mint is defaulted as "Ricardian LLC, Series 1" per the name, symbol, and tokenID count) -- in this manner, it is technically impossible for a series to launch with a duplicative identification, and is easily located as a unique tokenId entry into the embedded masterOperatingAgreement(). See below section, "How does Ricardian NFT contract work?" for more info on token engineering mechanics.