HUB · STATUS · ROADMAP · COST TRACKER
Entities Formed
0/8
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Checklist Complete
0/26
Tick items in Setup tab
Est. Monthly Burn
$400–900
Pre-hire baseline
Current Phase
Phase 1
Solo Founder · Terra Tech Nucleus
Entity Status Tracker — Click to Update
TERRA, INC.
Formation: $102 + ~$500 attorney
Agent: $125/yr · Annual report: $60/yr
IN PROGRESS
TERRA TECH, LLC
Formation: $102 · EIN: Free
Agent: $125/yr · VA foreign reg: $100
NOT STARTED
TERRA FINANCE, LLC
Formation: $102 · Shell only
Agent: $125/yr · Annual report: $60/yr
NOT STARTED
TERRA REAL ESTATE, LLC
Formation: $102 · Shell only
Agent: $125/yr · Annual report: $60/yr
NOT STARTED
TERRA AGRICULTURE, LLC
Formation: $102 · Shell only
Agent: $125/yr · W. Africa counsel: $5k–15k
NOT STARTED
TERRA APPAREL, LLC
Formation: $102 — DO NOT FORM YET
Trademark: $350/class · Domain: $15/yr
HOLD
TERRA CHAIN, LLC
Formation: $102 (Wyoming DAO LLC)
Agent: $125/yr · Legal: $10k–50k
CONDITIONAL
TERRA FABRICATION, LLC
Formation: $102 — triggered by scale
Product liability ins: $1.5k–5k/yr
CONDITIONAL
One-Time Setup Costs
ItemEst. Cost
5 Wyoming LLC filings$510
VA foreign entity registration (×5)$500
Operating agreements (attorney)$1,500–3,000
Trademark filings (ROMS + PIOS)$700–1,400
IP assignment agreement$200–500
SaaS agreement + Privacy policy$300–800
Contractor agreement template$200–500
E&O + Cyber + GL insurance (setup)$0 (annual)
Revocable trust + pour-over will + DPOA$2,500–6,500
Wyoming DAPT (when ready, month 6–18)$5,000–15,000
TOTAL SETUP$11,410–28,710
Annual Recurring Costs
ItemPer Year
Registered agents (5 entities)$625
Wyoming annual reports (×5)$300
E&O insurance$1,000–2,500
Cyber liability insurance$1,500–3,000
General liability$500–1,000
Google Workspace$290
AWS / infrastructure$600–2,400
Accounting software$360–960
DAPT trustee fee (after month 6–18)$1,500–3,000
Trust annual review (attorney)$500–1,500
TOTAL ANNUAL$7,175–15,575
Monthly Burn — By Operational Stage
STAGE
WHAT'S INCLUDED
EST. MONTHLY
TRIGGER
Solo Founder
Insurance + infra + agents + software
$430–920
Now
+ Tech Lead
+ Senior dev contractor (~40hr/wk)
$3,630–5,720
Month 6–9
+ CFO + Growth
+ Fractional CFO + Growth contractor
$6,130–11,470
Month 9–12
+ Ops GM
+ Full-time Operations GM salary
$13,800–21,470
Month 18–24
Product Roadmap — Time & Cost Estimates
ROMS
BUILT$0 additionalLive now
PIOS v1
IN DEV$15k–30k3–6 months
Terra API core
PLANNED$10k–25k2–4 months
Terra Finance tools
PLANNED$10k–25k6–12 months
Terra RE PropTech
PLANNED$30k–60k12–18 months
Terra Agriculture platform
PLANNED$50k–120k18–24 months
Terra Chain protocol
LONG-TERM$100k+36–48 months
Immediate Next Actions
1
File Terra, Inc. as Wyoming LLC — wyo.gov, $102, takes 1–2 days. Everything else requires this entity to exist first.
$102
2
Get EIN for Terra, Inc. — IRS.gov, free, instant. Do this the day after formation.
Free
3
Appoint Wyoming registered agent — Northwest Registered Agent or equivalent. Required before formation is complete.
$125/yr
4
Open Mercury bank account — mercury.com, free. You need the EIN and formation docs to apply.
Free
5
Activate Google Workspace on terra-hq.com — will@, dev@, finance@, ops@. All tooling migrates to these aliases.
$6–12/user/mo
CORPORATE STRUCTURE · ENTITY ARCHITECTURE · EST. 2026
TERRA, INC. WYOMING C-CORP · PARENT HOLDING COMPANY TERRA TECH ROMS · PIOS ACTIVE SINGLE-MEMBER LLC TERRA FINANCE FINTECH ACTIVE SINGLE-MEMBER LLC TERRA RE REAL ESTATE IN DEV SINGLE-MEMBER LLC TERRA AGRI GLOBAL · AGTECH IN DEV GLOBAL · W. AFRICA FIRST TERRA APPAREL LIFESTYLE BRAND FUTURE PENDING FORMATION TERRA API AUTH · BILLING · ANALYTICS · NOTIFICATIONS · EVENT BUS C-Corp Active LLC Future LLC Shared infra (not a legal entity)
TERRA, INC.
PARENT C-CORP
Wyoming · Recommended: C-Corp (convert from LLC if already filed as LLC)
C-Corp is the correct structure for a multi-vertical ecosystem play. Enables ISO stock options for future hires, clean entry for angel and VC capital, and distinct share classes if needed. Wyoming has no state income tax, minimal annual fees, and strong statutory protections. All subsidiary LLCs are 100% owned by Terra, Inc. Will (Founder) = 100% shareholder, Chairman and CEO.
TERRA TECH, LLC
ACTIVE
Wyoming single-member LLC · 100% owned by Terra, Inc. · Three revenue lanes
Primary revenue entity operating across software, design, and assembly. Lane 1 — Software: SaaS revenue (ROMS subscriptions, PIOS licensing) and Terra API infrastructure. Lane 2 — Design: CAD, engineering drawings, prototypes — internal use across verticals plus external client contracts. Lane 3 — Assembly: Physical fabrication and build for internal Terra verticals and external clients. Each lane tracked as a separate cost center. When assembly revenue becomes material, it spins out into Terra Fabrication, LLC to isolate physical liability from software IP.
TERRA FINANCE, LLC
ACTIVE
Wyoming single-member LLC · 100% owned by Terra, Inc.
Financial products and capital governance. The PIOS engine lives here operationally. Start with unregulated products only (analytics, dashboards, net worth tracking). Avoid lending, money transmission, and securities until Phase 2 with legal counsel in place.
TERRA REAL ESTATE, LLC
IN DEVELOPMENT
Wyoming single-member LLC · 100% owned by Terra, Inc.
PropTech first (software for real estate professionals — no capital required). Direct property investment is Phase 2, funded by Terra Tech surplus. Target markets: US, Philippines, Thailand, Africa. International markets will require local entities.
TERRA AGRICULTURE, LLC
IN DEVELOPMENT
Wyoming single-member LLC · Global AgTech platform · First market: West Africa
Global AgTech platform — geography is an execution variable, not a brand variable. Terra Agriculture launches first in West Africa because of existing family relationships and market knowledge in the region. Important distinction: the family land in West Africa is a separate family asset — not owned by Terra Agriculture LLC. Terra Agriculture may access that land commercially via an arm's-length lease or joint venture agreement with the family structure (Scenario C), but the land itself sits outside Terra's corporate structure. Terra Agriculture's assets are its software platform, its customer contracts, and its operational know-how — not the underlying land.
TERRA APPAREL, LLC
FUTURE
Not yet incorporated · Trademark and domain reserved
Do not incorporate yet. Register the trademark and hold the domain. Form the LLC 60–90 days before active operations begin. Dormant entities carry annual compliance costs (annual reports, registered agent fees, state minimums) with zero benefit while idle.
TERRA CHAIN, LLC
CONDITIONAL
Wyoming DAO LLC · Crypto protocol development entity
Dedicated entity for blockchain protocol development. Wyoming's DAO LLC statute makes it the best US jurisdiction for this structure. Develops the protocol, holds technical IP, employs engineers. Paired with a separate Foundation (Wyoming nonprofit or Cayman Islands) for token treasury governance and voting rights. Do not co-mingle with Terra Finance — a hybrid token triggers securities exposure that must be isolated from all other subsidiaries. The coin itself gets its own distinct name, not "Terra" — see Chain tab.
TERRA FABRICATION, LLC
CONDITIONAL SPIN-OUT
Not yet incorporated · Triggered by assembly scale or liability event
Assembly operations currently live inside Terra Tech LLC. When external fabrication revenue becomes material, or any external client liability event occurs, assembly spins out here. This isolates physical product liability — lawsuits over fabricated components, equipment failure, workplace incidents — completely from Terra Tech's software IP, SaaS contracts, and customer data. Do not form this entity early. The trigger is the event, not a calendar date.
CORE STRUCTURAL PRINCIPLE: Incorporate broadly — operate narrowly. All five entities can exist on paper from day one. Terra Tech is the only entity with operational resources in months 0–18. The others are shells: bank account open, email alias live, basic compliance in place. Revenue from Terra Tech sequentially activates each vertical. This is how you avoid the classic multi-founder spread trap.
GLOBAL PRODUCT MODEL: Geography is an execution variable, not a brand variable. Every Terra vertical is built as a global product that launches in a first market, then expands. Local legal entities (Ghana Ltd, Nigeria Ltd, Philippines Corp) are back-office compliance and employment wrappers — invisible to customers. Terra Agriculture is a global brand. The same platform that runs West Africa operations will eventually run operations in Southeast Asia, Latin America, or wherever the expansion goes. Local entities exist for tax, employment law, and asset ownership — not for customer-facing identity.
Financial Architecture
INTERCOMPANY FLOW · MANAGEMENT FEES · EQUITY STRUCTURE
SUBSIDIARY REVENUE LAYER
TERRA TECH
SaaS + design + assembly → Operating account
TERRA FINANCE
Product licensing → Operating account
TERRA REAL ESTATE
PropTech revenue → Operating account
TERRA AGRICULTURE
Produce / yield → Operating account
↓   MANAGEMENT FEE (monthly, fixed per subsidiary)   +   MEMBER DISTRIBUTIONS (quarterly / annual)
TERRA, INC. — HOLDING COMPANY
RECEIVES
Management fees from each active sub
Distributions from profitable subs
DEPLOYS
Intercompany loans to fund new verticals
Terra API shared infrastructure
HOLDS
100% equity in all subsidiaries
10–15% option pool (reserved)
GOVERNS
Brand licensing
Legal and compliance
PIOS capital engine
↓   DISTRIBUTIONS TO FOUNDER
WILL (FOUNDER) — 100% SHAREHOLDER
Receives distributions from Terra, Inc. · Routes surplus through PIOS capital governance engine · Reinvests or activates income layer
Management Fee
$750/mo
Per active subsidiary. Covers shared legal, brand, Terra API infrastructure, and founder time allocation. Documented intercompany agreement required. Start conservative, raise as revenue scales. Creates legitimate upstream cash flow to holding company without triggering distributions.
Option Pool
10–15%
Reserved at Terra, Inc. level on day one. Do not grant equity at the subsidiary level — that creates per-subsidiary cap table complexity and valuation issues. ISOs vest 4yr / 1yr cliff standard. Strike price = FMV at grant date (409A valuation needed before first grant).
Operating Reserve
3–6mo
Per subsidiary before any surplus distributes upward. Terra Tech must maintain 3–6 months of operating expenses as a buffer. No capital exits the subsidiary until reserve is funded. This mirrors the PIOS windfall and regular income policies already built into the capital engine.
Terra, Inc. — Cap Table (Day One)
85% — Will (Founder)
15% — Option Pool
Reserve the option pool on day one even with no employees. Investors will expect it, and pre-reserving avoids dilution at the worst moment. The option pool is unissued — it just lives in the authorized shares structure of Terra, Inc. It has no cost and no current dilution to you as founder.
INTERCOMPANY LOAN MODEL: Terra, Inc. can advance capital to a subsidiary via a documented promissory note at AFR (Applicable Federal Rate) interest. The subsidiary uses the funds to operate, repays when profitable. This is how holding companies fund new verticals without triggering complex equity events. All loans must be documented (date, amount, interest rate, repayment schedule) to avoid IRS reclassification as equity contributions or taxable income.
P&L ISOLATION: Each subsidiary maintains its own books, its own bank account, and its own P&L. This matters for three reasons: (1) tax clarity — profits and losses stay in the entity that generated them, (2) investor diligence — you can show clean financials for each vertical independently, and (3) liability isolation — a legal dispute in Terra Agriculture cannot reach Terra Tech's cash. Use Mercury or a similar multi-account bank that lets you manage all accounts from one dashboard.
Product Stack
GLOBAL VERTICALS · REGIONAL LAUNCH MARKETS · LOCALIZATION REQUIREMENTS
01
TERRA TECH
NOW · ALL ENERGY HERE
ROMS builtPIOS: 3–6 mo
02
TERRA FINANCE
PARALLEL · PIOS ENGINE
$10k–25k6–12 months
03
TERRA REAL ESTATE
12–24 MO · PROPTECH FIRST
$30k–60k12–18 months
04
TERRA AGRICULTURE
GLOBAL · W. AFRICA FIRST
$50k–120k18–24 months
05
TERRA APPAREL
48+ MO · FUTURE
TBD
TERRA TECH
ACTIVE · THREE LANES
Software
ROMS (Restaurant OS) — B2B SaaS, monthly/annual subscriptions. PIOS (Investment OS) — capital governance engine, internal first then external SaaS. Terra API — shared platform infrastructure for all verticals. Primary cash engine for the entire enterprise.
Design
CAD and engineering design. Internal: equipment for Terra Agriculture, structural layouts for Terra Real Estate, hardware concepts for Terra Apparel. External: design contracts for third-party clients. Project-based or retainer revenue model.
Assembly
Physical fabrication and build. Internal: prototypes and equipment for other Terra verticals. External: fabrication contracts for third-party clients. Time-and-materials or fixed-price per contract. Product liability insurance required before first external contract.
Spin-out rule
Assembly lives inside Terra Tech LLC until fabrication revenue is material or an external client incident creates liability exposure. At that trigger point, assembly operations move to Terra Fabrication, LLC — a new entity — isolating physical liability completely from software IP and SaaS revenue.
Books
Three cost centers from day one: Software, Design, Assembly. Separate P&L per lane. Fractional CFO tracks margin per lane independently. This is non-negotiable — mixed books make it impossible to value the software business or price external contracts correctly.
TERRA FINANCE
ACTIVE · PIOS ENGINE
PIOS Engine
Internal capital governance. All Terra surplus routes through the PIOS rules engine. JSON/YAML policy layer on SQLite → PostgreSQL. Five intents: Foundation, Growth, Income, Expansion, Speculative.
Phase 1
Unregulated products only. Financial dashboards, analytics, net worth tracking, budget tools. No licenses required in this lane.
Phase 2
Licensed products: IA, RIA, or fintech-as-a-service. Requires dedicated legal counsel and regulatory pathway before launch.
Regulatory
Avoid lending, money transmission, and securities products until Phase 2. Stay in tooling and analytics first. Low risk, high margin.
TERRA REAL ESTATE
IN DEVELOPMENT
Path A
PropTech: Software for real estate professionals — agents, landlords, investors. High margin, no capital requirement. Launch first, builds brand in the space.
Path B
Direct investment: Property acquisition and management. Requires surplus capital from Terra Tech. Phase two only — do not start this until Terra Tech is producing consistent surplus.
Markets
Global platform — launches US first (largest PropTech market, most liquidity). Expands to Philippines, Thailand, West Africa as capital scales. Each new market gets a local compliance entity, not a new product or brand.
TERRA AGRICULTURE
IN DEVELOPMENT · GLOBAL
Platform
Global AgTech platform. Software-first (farm management, yield tracking, market access, supply chain) + physical operations capability. Built to run anywhere — West Africa is the first market, not the definition of the product.
First market
West Africa (Ghana/Nigeria) — first market due to existing family relationships and regional knowledge. Note: family-owned land in the region is a separate family asset, not a Terra Agriculture asset. Terra Agriculture may access it via an arm's-length commercial agreement (lease or JV) with the family structure — but the land sits outside Terra's corporate structure entirely.
Localization
Multi-currency (GHS, NGN + others as markets expand). Local payment rails (Mobile Money, Flutterwave, Paystack). Multi-language support. All handled at the platform level, not as separate products per country.
Expansion path
West Africa → East Africa → Southeast Asia → Latin America. Same platform, new local entities as compliance wrappers. The brand and product stay Terra Agriculture globally.
TERRA API — SHARED PLATFORM
INTERNAL INFRASTRUCTURE · NOT A LEGAL ENTITY
Sits beneath all subsidiaries. Built once, consumed by all products. The platform layer is what makes Terra an ecosystem rather than five unrelated companies under one brand.
Auth / Identity
Single sign-on, JWT, user management. Shared across all products. One implementation, universal access control.
Billing
Stripe integration, subscription management, invoicing. Each product's revenue flows through one billing layer. Single dashboard for all revenue.
Analytics
Cross-product usage data. Powers PIOS signal layer. Central event bus for product telemetry. Feeds into financial governance engine.
Notifications
Email, push, SMS infrastructure. Shared across all customer-facing products. DRY principle applied at platform level, not product level.
Regional Implementation — Launch Markets
VERTICAL AMERICAS WEST AFRICA APAC EMEA
TERRA TECH (ROMS) LAUNCH MARKET PHASE 2 PHASE 3 FUTURE
TERRA TECH (PIOS) LAUNCH MARKET PHASE 2 PHASE 2 PHASE 3
TERRA FINANCE LAUNCH MARKET PHASE 3 FUTURE FUTURE
TERRA REAL ESTATE LAUNCH MARKET PHASE 3 PHASE 2 FUTURE
TERRA AGRICULTURE PHASE 3 LAUNCH MARKET PHASE 2 FUTURE
TERRA APPAREL FUTURE FUTURE FUTURE FUTURE
■Launch market — where the product goes live first ■Phase 2/3 — same global product, new local compliance entity ■Future — not yet planned
Operational Model
FOUNDER PHASES · FIRST HIRES · REGIONAL STRUCTURE · ACTIVATION SEQUENCE
01
Now — Month 12
Solo Founder · Terra Tech Nucleus
Founder roles
Will = CEO (Terra, Inc.) + President of all subsidiaries + Lead Product (Terra Tech) + Head of Sales. One person holds all seats — that's correct at this stage. Every hour goes to ROMS.
CURRENT PHASE
Operational entities
Terra Tech only. Every other subsidiary is a shell: incorporated, bank account open, email alias live, basic compliance filed. Zero capital, zero attention allocated to any other vertical.
Revenue target
ROMS: first paying customers → $5–10k MRR. PIOS internal v1 live, governing Terra's own capital. No external revenue target for anything else.
Infrastructure milestones
terra-hq.com live · Google Workspace active (will@, dev@, finance@, ops@) · GitHub, AWS, Docker Hub under dev@ · All Terra Tech tooling on terra-hq.com email. Cloudflare DNS locked.
Capital discipline
No distributions from Terra Tech until 3-month operating reserve is funded. All surplus routes through PIOS windfall rules. Speculative bucket capped at 10% hard.
02
Month 6 — 18
First Contractors · ROMS Scales
Hire 1 — Tech Lead
Senior fullstack developer (Angular + FastAPI). Owns ROMS/PIOS software velocity. As design and assembly lanes grow, this role may split into a separate Design Lead and an Assembly Foreman. Works under dev@. Contract-to-hire preferred.
CONTRACT
Hire 2 — Fractional CFO
Multi-entity compliance. Separate books per LLC, quarterly tax estimates, management fee documentation, intercompany loan tracking. 10–15 hrs/month sufficient. Works under finance@.
PART-TIME
Hire 3 — Head of Growth
Sales and customer acquisition for ROMS. Restaurant vertical expertise preferred. Commission-heavy comp structure at this stage. Owns the MRR number.
CONTRACT
Revenue targets
ROMS: $20–50k MRR. Terra Finance entity operational (unregulated products only). PIOS governing all Terra capital. Terra Tech surplus distributing upward after reserve is funded.
Will's role shift
Transitions from IC (individual contributor) to director: product decisions, architecture review, investor conversations, partnership development. Stops writing production code daily.
03
Month 18 — 36
Vertical Activation · Leadership Layer
Operations GM
First full-time leadership hire. Runs day-to-day across all active subsidiaries. Owns execution, compliance cadence, team management, vendor relationships. Will moves to strategic-only CEO role.
FULL-TIME
Terra Finance activation
PIOS available as an external SaaS product. Finance LLC fully operational. Unregulated fintech tools (analytics, dashboards) in market. Licensed product pathway under legal review.
ACTIVATING
Terra Real Estate activation
PropTech product development begins (software-first, no capital required). If Terra Tech surplus is consistent, first US property acquisition evaluated through PIOS expansion bucket.
ACTIVATING
West Africa groundwork
Local counsel retained in Ghana or Nigeria. Terra Agriculture legal structure finalized. Pilot operations scoped. No capital deployed until structure is clean.
Revenue targets
ROMS: $50–150k MRR. PIOS external revenue starting. Real estate PropTech in beta. PIOS Expansion bucket funding first property or agriculture capital deployment.
04
Month 36+
Sovereign Operations · Self-Sustaining
Will's role
Chairman and CEO at the holding level only. Each subsidiary has its own GM or Regional Director. Will sets vision, allocates capital via PIOS, activates new verticals. No operational ownership of any single product.
West Africa operations live
Terra Agriculture platform running in Ghana and/or Nigeria. Regional GM in place. Local entity fully compliant. AgTech platform generating data and revenue. APAC scouting begins.
ACTIVE
Income flywheel
Dividend income + rental income (if RE active) + ROMS surplus + Agriculture yield together cover fixed personal expenses. Labor income becomes optional. PIOS governs distribution automatically.
Terra Apparel scoping
If brand narrative is ready and Terra Tech is profitable at scale: trademark filed, LLC formed, 90-day launch plan. Otherwise: hold. No forced timeline.
Exit optionality
Terra Tech valued as a standalone entity. Sale, partnership, or spin-off possible. PIOS governs proceeds. The system was built to manage the outcome either way.
First Hires Roadmap
ROLE
TIMING
TYPE
PRIORITY
EST. COST
OWNS
Tech Lead
Month 6–9
Contract → FT
CRITICAL
$3.2k–4.8k/mo
ROMS/PIOS velocity. Splits into Design Lead + Assembly Foreman as non-software lanes grow.
Fractional CFO
Month 6–12
Part-time
CRITICAL
$1.5k–3.75k/mo
Multi-entity books, tax, management fee docs, intercompany loans. 10–15 hrs/mo.
Head of Growth
Month 9–12
Contract
HIGH
$3k–5k/mo base
ROMS customer acquisition. Owns MRR target. Commission-heavy. Restaurant vertical background preferred.
Operations GM
Month 18–24
Full-time
HIGH
$7k–10k/mo
Day-to-day across all active subsidiaries. Frees Will to operate at Chairman level only.
Legal Counsel
Month 18–24
Contract
HIGH
$300–500/hr
International structure (West Africa), fintech regulatory pathway, IP protection, investor docs.
West Africa GM
Month 24–36
Full-time
FUTURE
$4k–7k/mo
Terra Agriculture launch in Ghana/Nigeria. Local market relationships, regulatory compliance, on-ground ops.
Head of Product
Month 24–36
Full-time
FUTURE
$10k–13k/mo
Product roadmap ownership across all verticals. Localization, feature prioritization, cross-product API governance.
Email & Role Matrix
Email
Role / Function
Entity
will@terra-hq.com
Chairman and CEO. Strategic decisions, investor relations, brand, board-level oversight. Primary external identity. All founder-level communication routes here. Never surrendered.
Terra, Inc.
dev@terra-hq.com
Engineering ops. GitHub, AWS, Docker Hub, all Terra Tech tooling, CI/CD. Transfer to Tech Lead on hire — keeps technical access cleanly separated from founder identity.
Terra Tech
finance@terra-hq.com
Financial ops, accounting, PIOS engine, tax coordination. Shared with fractional CFO. All banking, financial service, and brokerage logins routed here.
Terra Finance
ops@terra-hq.com
Real estate and agriculture operations. Currently forwards to will@. Becomes Operations GM inbox when hired. West Africa GM uses a sub-alias under this.
RE + Agri
africa@terra-hq.com
Future. West Africa Regional GM external-facing alias. Set up when Ghana/Nigeria operations launch. Routes through ops@ internally.
Terra Agriculture · W. Africa
Regional Divisions — Internal Operational Territories
Divisions are operational org chart entries — not brands, not legal entities, not sub-products. Think Apple: VP of Greater China and VP of Europe, but the products are identical. Local entities (Ghana Ltd, Nigeria Ltd, Philippines Corp) are back-office compliance vehicles. Customers see Terra. Period.
TERRA AMERICAS
HQ: Herndon, VA
Products live: ROMS, PIOS, Finance, Real Estate
GM: Will (Founder) initially
Status: Primary territory. All revenue here months 0–24.
Local entities: Terra Tech LLC, Terra Finance LLC, Terra RE LLC
TERRA WEST AFRICA
Markets: Ghana, Nigeria (Phase 1)
Products live: Terra Agriculture (launch market)
GM: West Africa Regional GM (hire month 24–36)
Status: Groundwork month 18–24. Live month 24–36.
Local entities: Ghana Ltd and/or Nigeria Ltd (compliance wrappers)
TERRA APAC
Markets: Philippines, Thailand (Phase 1)
Products live: Terra Real Estate, Terra Agriculture Phase 2
GM: APAC Regional GM (hire month 36+)
Status: Scouting month 30+. Structured entry month 36+.
Local entities: Philippines Corp, Thailand Ltd (when active)
Vertical Activation Sequence
01
TERRA TECH
NOW → ONGOING ROMS customer acquisition. PIOS v1 internal. $10k MRR target. All energy here. Funds everything else.
02
TERRA FINANCE
MONTH 12–18 PIOS as external SaaS. Unregulated fintech tools live. Internal capital governance fully operational. Licensed products in legal review.
03
TERRA RE
MONTH 18–24 PropTech software first. Direct investment only when Terra Tech surplus is consistent and PIOS expansion bucket is funded.
04
TERRA AGRI
MONTH 24–36 Global AgTech — West Africa first. Ghana/Nigeria entity formed. Regional GM hired. APAC expansion scoped in parallel.
05
TERRA APPAREL
48+ MONTHS Trademark filed. Domain held. LLC formed 60–90 days before launch only. Brand narrative built when capital and time allow.
Governance Framework
STRUCTURAL GAPS · LEGO INTERFACE STANDARD · SCALING ARCHITECTURE
Structural Requirements — Must Be Documented
IP OWNERSHIP ASSIGNMENT
Every piece of intellectual property — ROMS code, PIOS engine, CAD designs, product specs, Terra API, brand assets — must be formally owned by Terra, Inc. and licensed down to the subsidiaries that use it, not owned by the entity that built it. If Terra Tech is ever sold, sued, or acquired, the IP sits safely at the parent level and is untouchable. This is a one-page IP assignment agreement per subsidiary. Without it, your most valuable assets are exposed inside whichever entity happens to have built them.
LEGO INTERFACE STANDARD
The Lego model only works if every brick has the same connector. Each subsidiary needs a standardized operating agreement template: same management fee structure, same reporting cadence (monthly P&L to Terra, Inc.), same capital reserve requirement before distributions, same PIOS routing rules for surplus, same IP assignment clause. When you add subsidiary six or seven, you snap it in — you don't negotiate from scratch. This template is the interface spec for the entire enterprise.
HOLDING COMPANY GOVERNANCE
Terra, Inc. needs a board resolution framework — even as a single-member entity. Documents how major decisions get made: forming a new subsidiary, dissolving one, taking on debt above a threshold, bringing in an investor, issuing equity or options. This is the operating manual for the parent brick. Without it, the first investor conversation or the first co-founder discussion starts without rules, which always ends badly. Single-member now, but written as if the board has three seats.
TERRA FINANCE REGULATORY BOUNDARY
Hard-coded prohibition required. Terra Finance's operating agreement must explicitly state: Terra Finance LLC shall not engage in lending, money transmission, brokerage, securities dealing, or any regulated financial activity without a board resolution from Terra, Inc. and written sign-off from qualified legal counsel. This line must exist in writing before any engineer starts building features that could drift into regulated territory. One compliance failure in Finance can freeze operations across every other vertical.
REMOVAL PROTOCOL
The Lego model needs a brick-removal spec. Three scenarios, each different: Sell — asset sale vs. equity sale, IP assignment unwinds, local entities (Ghana Ltd) require separate dissolution in country. Shut down — wind down operations, settle debts, file dissolution, cancel EIN, close bank accounts in sequence. Spin off — new cap table created, Terra, Inc. retains minority stake or exits entirely, operating agreement for the spun entity written from scratch. One paragraph per scenario in each subsidiary's operating agreement means you're never caught unprepared.
TERRA APPAREL CONNECTOR SPEC
Apparel is currently a brick with no defined connectors. In the Lego model it needs a spec: Consumes — Terra Tech design capability (CAD for product design), Terra Tech assembly (prototyping and small-run production), Terra API (e-commerce auth, billing, notifications). Produces — brand revenue, brand equity that elevates all other Terra verticals. Defining this now means when the time comes to activate it, the integration plan exists and the other subsidiaries know what to expect.
Scaling Architecture — Two-Tier Group Structure
The current flat structure (all subsidiaries directly under Terra, Inc.) works up to 5–6 entities. Beyond that — add Fabrication, Chain, APAC entities, local country wrappers — the holding company becomes a management bottleneck. The evolution is a two-tier structure where related bricks share a baseplate. Not needed now. Design for it so the restructure happens on your terms, not under pressure.
TERRA, INC.
Wyoming C-Corp · Parent holding company · Will (100% shareholder)
TERRA TECH GROUP
Software, design, physical build
Terra Tech LLC Terra Fabrication LLC Terra Chain LLC
TERRA CAPITAL GROUP
Financial products, property
Terra Finance LLC Terra Real Estate LLC
TERRA OPERATIONS GROUP
Physical operations, brand
Terra Agriculture LLC Terra Apparel LLC Local country entities
LEGO PRINCIPLE: The two-tier structure means you manage three groups, not ten subsidiaries. Each Group GM runs their cluster. Will operates at holding level only — vision, capital allocation, new brick decisions. The interface between any brick and the rest of the enterprise is always the same: management fee up, IP license down, PIOS routing for surplus, standardized reporting. Adding a new brick to an existing group costs almost nothing structurally.
Africa Family Land Assets — Separate Structure
CRITICAL SEPARATION: The family land assets in West Africa are NOT Terra assets. They belong to the family, sit outside Terra's corporate structure entirely, and must never be presented as Terra property to investors, lenders, or counterparties. Will manages them pro bono as a family steward. This distinction has significant legal, tax, and liability implications — it must be maintained rigorously at all times.
SCENARIO A — STEWARDSHIP (ACTIVE)
Will manages the family land assets pro bono as the most capable family member. No ownership, no equity, no compensation.

Must be documented: A written Family Management Agreement drafted by a local attorney in the country where the land sits. Must specify: Will's role and authority, what decisions he can make unilaterally vs. what requires family consensus, how expenses are handled, that his management creates no ownership claim or implied partnership, and how the arrangement terminates.

Why this matters: Without this document, pro bono management can create implied liability under local law — Will could be held responsible for outcomes on land he doesn't own. It also protects against future family disputes about who decided what.

Cost: $500–1,500 · Draft now, before any commercial activity begins.
SCENARIO C — COMMERCIAL ACCESS (FUTURE)
When Terra Agriculture wants to operate on the family land — farm it, build AgTech infrastructure, run logistics — Terra enters a formal commercial agreement with the family structure. Terra does not acquire ownership.

Structure: Arm's-length lease or joint venture between Terra Agriculture LLC and the family entity. Terra pays market-rate rent or revenue share. The family structure receives income. Both parties have defined rights and exit clauses.

Why arm's-length matters: Any investor or lender due diligence will flag related-party transactions (Will runs Terra + Will stewards the family land). They must be at market rate, fully documented, and disclosed in Terra's financials — otherwise it can void investment agreements.

Tax note: Income the family structure earns from Terra stays in Africa — it does not enter the US tax net as long as the family entity is not US-based and Will is not the legal owner.

Cost: $1,500–3,000 for a commercial lease or JV agreement · Draft when Terra Agriculture is operationally ready.
FAMILY LAND GOVERNANCE — WHAT MUST EXIST BEFORE ANY COMMERCIAL USE
Title Formalization
Some parcels are titled, some have only customary rights. Formalize untitled parcels now while family consensus is easy. Disputes arise after a death or commercial opportunity appears. Local land survey + registration with national land authority. $500–2,000 per parcel. Takes 6–24 months.
Family Charter
A 1–3 page document specifying: who has decision-making authority, what requires unanimous vs. majority consent, how commercial agreements are approved, how disputes are resolved, and what happens when a family member dies or wants to exit. Draft now when everyone agrees — not later when they don't.
Family Entity Structure
The land should eventually sit inside a formal local entity — a family trust, local LLC, or family holding company under local law. This is what Terra Agriculture contracts with under Scenario C. It also provides succession protection for the land itself. Engage local legal counsel to determine the right structure for that jurisdiction.
THE SEPARATION RULE — NON-NEGOTIABLE: Family land assets must never appear on Terra's balance sheet, be mentioned in Terra's investor materials, or be used as collateral for Terra's financing. The only connection is a commercial contract under Scenario C — disclosed as a related-party transaction in Terra's financials. Will's dual role (Terra CEO + family land steward) must always be disclosed to any Terra investor, lender, or board member. Undisclosed related-party arrangements are a serious governance failure and can void investment agreements.
Advisory Board — High Leverage, Low Cost
Three to five advisors with domain expertise across Terra's verticals provides credibility, connections, and guidance that money cannot buy at this stage. Small equity grants from the existing option pool (0.1–0.25% each, vesting over 2 years). No fiduciary duties, no board seats, no voting rights — just access and advice. A solo founder building a multi-vertical enterprise without advisors is flying blind in every domain outside their own expertise.
ADVISOR 1 — RESTAURANT OPERATOR
Someone who has owned or operated restaurants at scale — ideally in both the US and an African market. Opens doors to restaurant owners in Accra and the DMV. Validates ROMS positioning and product decisions from an operator's perspective. Helps avoid the classic SaaS-founder-builds-for-a-customer-they-don't-understand mistake.

Find them via: Restaurant industry associations, LinkedIn, West African restaurant communities in the DMV, food industry events.

Equity: 0.1–0.25% · Vesting: 2yr · Expectation: 2–4hrs/month
ADVISOR 2 — WEST AFRICA BUSINESS EXPERT
Someone with deep operational experience building or scaling a business in Ghana or Nigeria — ideally in tech or fintech. Understands the regulatory environment, the relationship dynamics, the payment infrastructure, and how to actually get things done on the ground. Saves months of costly trial and error during the Africa launch.

Find them via: African tech founder networks (Afrobytes, African VC networks), diaspora professional associations in the DMV, LinkedIn targeting Lagos/Accra operators.

Equity: 0.1–0.25% · Vesting: 2yr · Expectation: 2–4hrs/month
ADVISOR 3 — SaaS FOUNDER / OPERATOR
Someone who has built and scaled a B2B SaaS product — ideally in a vertical market (not horizontal). Understands pricing strategy, churn, customer success, product-led growth, and the journey from $0 to $1M ARR. Provides a forcing function on ROMS decisions and a reality check on timelines and assumptions.

Find them via: SaaS founder communities (Indie Hackers, SaaS Alliance), YC alumni network, LinkedIn, AngelList.

Equity: 0.1–0.25% · Vesting: 2yr · Expectation: 2–4hrs/month
ADVISOR 4 — REAL ESTATE / FINANCE
Someone with experience in real estate investment, PropTech, or financial services. Guides Terra Real Estate and Terra Finance decisions when those verticals activate. Helps navigate regulatory requirements for financial products and validates real estate investment decisions through PIOS.

Find them via: Real estate investment communities, fintech networks, LinkedIn targeting PropTech operators.

Equity: 0.1–0.2% · Vesting: 2yr · Expectation: 1–2hrs/month
ADVISOR 5 — LEGAL / INTERNATIONAL STRUCTURE
An attorney or experienced operator who understands international business structures, multi-entity governance, and West Africa legal environments. Not a replacement for paid legal counsel — a strategic sounding board for the governance decisions that shape the whole enterprise. Ideally has experience with both US holding structures and African entity formation.

Find them via: International trade attorney networks, diaspora legal associations, referral from existing counsel.

Equity: 0.1–0.15% · Vesting: 2yr · Expectation: 1–2hrs/month
ADVISOR AGREEMENT TERMS
Equity: Granted as stock options from the 10–15% option pool reserved at Terra, Inc. level. Total advisory pool should not exceed 1–2% across all advisors.

Vesting: 2-year vesting, no cliff. Monthly vesting. Stops immediately if advisor relationship ends.

Expectations: Monthly check-in (30–60 min), availability for ad-hoc questions (max 2–3 per month), introductions when relevant, occasional review of key decisions.

Agreement: Simple advisor agreement (1–2 pages). Use a standard template (Founder Institute FAST agreement is free and widely accepted). No complex negotiation.

NDA: All advisors sign NDA before any confidential information is shared.

When to start: Advisor 1 (restaurant) and Advisor 2 (West Africa) before the first Accra trip. Others as the relevant verticals approach activation.
Terra Chain — NAME TBD
⬡ COIN NAME NEEDS TO BE DECIDED — DO NOT USE "TERRA" FOR THE COIN
PROTOCOL ENTITY · TOKEN DESIGN · REGULATORY APPROACH · ECOSYSTEM INTEGRATION
CRITICAL — NAME THE COIN SEPARATELY FROM TERRA. In May 2022 the original Terra blockchain (LUNA / TerraUSD) collapsed, wiping out approximately $40 billion in value in 72 hours. It remains one of the most high-profile crypto failures in history. Calling your coin "Terra Coin" or "TerraToken" will immediately trigger association with that collapse in every crypto-native audience. The coin needs its own distinct name and identity — something that stands alone. The company is Terra. The coin is something else.
Token Design — Three Functions
UTILITY
Used within the Terra ecosystem. Payments between verticals, access to premium product features, rewards for network participants, settlement layer for cross-border ops (West Africa suppliers, APAC partners). This is the strongest regulatory position — pure utility tokens have the most defensible path away from securities classification.
STORE OF VALUE
People hold it expecting appreciation. This characteristic is what triggers the SEC's Howey Test — if holders expect profits from others' efforts, it looks like a security. The token design needs careful legal architecture around this function. It does not kill the idea, but it dictates structure: Reg D or Reg S exemption, qualified investor restrictions initially, or a fully compliant securities offering.
GOVERNANCE
Token holders vote on protocol decisions. Standard for Layer 1 and DeFi protocols. Requires a Foundation entity separate from the commercial LLC — the Foundation holds the token treasury and manages voting, the LLC builds the protocol. Ethereum Foundation / Solana Foundation is the template. Governance tokens without this separation create legal ambiguity about who controls what.
Entity Structure — Two-Entity Model
TERRA CHAIN, LLC
Jurisdiction: Wyoming (DAO LLC statute — purpose-built for this)

Owns: Protocol codebase, technical IP, developer tooling

Employs: Protocol engineers, blockchain developers, security auditors

Revenue: Enterprise integrations, protocol licensing, development grants

Reports to: Terra, Inc. (via management fee + distributions)

Does NOT: Hold token treasury, manage governance voting, issue tokens directly
[COIN NAME TBD] FOUNDATION ← RENAME WHEN DECIDED
Jurisdiction: Wyoming Nonprofit or Cayman Islands Foundation Company

Owns: Token treasury, governance mechanism, ecosystem grants

Manages: Token holder voting, protocol upgrade proposals, grant allocation

Revenue: Foundation grants, ecosystem fund, token treasury yield

Relationship to Terra: Independent — Terra, Inc. may hold a founding allocation, but the Foundation is not a subsidiary. This is intentional: it protects Terra, Inc. from being deemed the issuer of a security.

Form when: Legal framework is clear and token issuance is imminent
Regulatory Approach
Howey Test
A token is a security if people invest money in a common enterprise expecting profits from others' efforts. Your hybrid token (store of value + governance) triggers this. Structure accordingly from day one — don't build first and lawyer up later.
SEC position
The SEC has aggressively pursued token issuers since 2017. Most enforcement actions target founders who raised money via token sales without registration. The safest early paths: Reg D (accredited investors only, no public sale) or Reg S (offshore sales only). Public sale requires full registration or a new legislative framework.
CFTC
If the token is classified as a commodity (like ETH), CFTC has jurisdiction over derivatives. Less aggressive than SEC for spot tokens but relevant for any DeFi or futures layer built on the protocol.
FinCEN / AML
If the token enables value transfer, the Foundation or any entity operating a wallet may be deemed a money services business. AML/KYC program required. This is separate from the securities question.
Timeline guidance
The regulatory landscape is actively being legislated. FIT21 passed the House in 2024. Do not issue a token before the framework stabilizes or before crypto-specialized legal counsel clears the structure. Build Terra Chain LLC now, hold the Foundation formation until the legal path is defined.
Ecosystem Integration — How the Coin Connects
TERRA TECH
Terra Tech builds the wallet integration, API endpoints, and token payment rails that plug into Terra API. Every Terra product that accepts or pays in the coin uses Terra Tech's infrastructure. The coin becomes a payment method inside ROMS (restaurant owners pay subscriptions in coin for a discount), inside Terra Agriculture (supplier payments in West Africa via the coin instead of wire transfers).
TERRA FINANCE
PIOS tracks the coin as an asset class. In the early stage it sits in the Speculative intent bucket (hard-capped at 10%). As the coin matures and liquidity deepens, it can migrate to the Growth or Income bucket depending on yield characteristics. Terra Finance does NOT issue, sell, or operate the coin — it is a holder and tracker only.
TERRA AGRICULTURE
The most compelling real-world utility case. Cross-border payments from the US entity to Ghana/Nigeria suppliers are slow, expensive, and subject to FX friction. If the coin has sufficient liquidity in West African markets, paying suppliers in coin and letting them convert locally is faster and cheaper than SWIFT. This gives the coin genuine utility beyond speculation.
TERRA REAL ESTATE
Long-term: fractional real estate tokenization. Terra Real Estate properties represented as tokens on the Terra Chain, tradeable by holders. This is Phase 3+ territory — requires both mature real estate operations and a fully compliant token structure. Do not plan for this before the core protocol and legal framework are solid.
Development Roadmap
01
LEGAL FRAMEWORK
NOW Retain crypto-specialized legal counsel. Name the coin. Map the regulatory path. Form Terra Chain LLC (Wyoming DAO LLC). Do not build yet.
02
PROTOCOL DESIGN
MONTH 18–36 Design tokenomics. Define utility use cases across Terra verticals. Select base chain or build L1/L2. Security audit. No issuance yet.
03
FOUNDATION
MONTH 24–48 Form Foundation entity. Establish token treasury. Set governance rules. Define founding allocation for Terra, Inc. and early contributors.
04
PRIVATE ISSUANCE
MONTH 36–48 Reg D or Reg S offering to accredited / offshore investors. Prove utility within Terra ecosystem. Build liquidity before public markets.
05
PUBLIC LAUNCH
48+ MONTHS Public token launch only when regulatory framework is clear, legal structure is clean, and genuine ecosystem utility is demonstrated. Not before.
Setup & Compliance
FORMATION CHECKLIST · TAX STRATEGY · INSURANCE · CONTRACTS · PRIVACY
Formation Checklist — In Order
PHASE 1 — DO THIS WEEK
File Terra, Inc. as a Wyoming LLC on the Wyoming Secretary of State website (wyo.gov). ~$100 filing fee. Takes 1–2 business days.
NOW
Get an EIN for Terra, Inc. from the IRS (irs.gov/businesses/small-businesses). Free, instant online. Do this the day after formation.
NOW
Draft a single-member operating agreement for Terra, Inc. Use a Wyoming-specific template. Even as sole member this document must exist.
NOW
Appoint a Wyoming registered agent. Use a service like Northwest Registered Agent (~$125/year) or CT Corporation. Required — you cannot use your home address.
NOW
Open Terra, Inc. business bank account on Mercury (mercury.com). Free, instant online, excellent multi-entity support. Use the EIN.
NOW
Activate Google Workspace on terra-hq.com. Set up will@, dev@, finance@, ops@ as the first four aliases. All other tooling flows from these.
NOW
PHASE 2 — FIRST 30 DAYS
Form Terra Tech, LLC in Wyoming. Same process as Terra, Inc. Get EIN. Open Mercury account. Sign operating agreement. This is your primary operating entity.
30 DAYS
Form Terra Finance, LLC in Wyoming. Same process. Shell only — EIN, bank account, operating agreement. No operations yet.
30 DAYS
Form Terra Real Estate, LLC in Wyoming. Shell only.
30 DAYS
Form Terra Agriculture, LLC in Wyoming. Shell only.
30 DAYS
Register all entities as foreign entities in Virginia (or whichever DMV state you physically operate in). Required when doing active business there. File through the state's SCC (Virginia State Corporation Commission).
30 DAYS
File trademark applications for ROMS and PIOS with the USPTO (Intent to Use basis). Use Trademark Engine or a flat-fee attorney. ~$250–350 per class per mark.
30 DAYS
Migrate GitHub, AWS, Docker Hub to dev@terra-hq.com. All engineering tooling should be under the terra-hq.com domain, not a personal account.
30 DAYS
Set up Cloudflare on terra-hq.com. DNS, DDoS protection, SSL. Lock the domain so it cannot be transferred without 2FA.
30 DAYS
PHASE 3 — BEFORE FIRST CUSTOMER
Get E&O (Errors & Omissions) insurance for Terra Tech. Use Vouch (vouch.us) or Embroker — both specialize in tech startups. Required before ROMS has a paying customer.
PRE-LAUNCH
Get Cyber Liability insurance. Same broker as E&O — often bundled. Required before any customer data hits production servers.
PRE-LAUNCH
Get General Liability insurance. Low cost, often required by landlords or co-working spaces. Get it at entity formation if possible.
PRE-LAUNCH
Draft and publish ROMS Terms of Service and Privacy Policy. Use a SaaS-specific template (Bonterms.com for MSA, iubenda or Termly for privacy policy). Must be live before any user data is collected.
PRE-LAUNCH
Draft contractor agreement template with IP assignment clause. Every developer, designer, or contractor must sign before starting work. This is non-negotiable — unsigned contractors create IP ownership ambiguity.
PRE-LAUNCH
Set up Stripe on Terra Tech's Mercury account. Payment processing for ROMS subscriptions. Connect to Terra API billing layer.
PRE-LAUNCH
Execute IP assignment agreement: assign all existing ROMS and PIOS code, designs, and IP to Terra, Inc. with a license back to Terra Tech. One page. Date and sign it.
PRE-LAUNCH
Execute management fee agreements between Terra, Inc. and each active subsidiary. Document the monthly fee, payment date, and what services it covers. Keep on file.
PRE-LAUNCH
PHASE 5 — TRUST & ESTATE
Engage an estate attorney with business trust experience. Get a referral — do not use a general practice attorney for this. Brief them on the full Terra structure: holding company, subsidiaries, future crypto assets, West Africa operations.
ASAP AFTER FORMATION
Set up a Revocable Living Trust. Name yourself as trustee and sole beneficiary during your lifetime. Name a successor trustee — someone you trust completely or a professional trust company. (~$1,500–3,000)
WEEK 1–2
Execute a Pour-Over Will. Ensures any asset not already in your trust at death automatically flows into it. Bundle with the revocable trust — your attorney should include this automatically. (~$300–500)
WEEK 1–2
Execute a Durable Power of Attorney. Names someone to manage your financial affairs if you're incapacitated but still alive. Without it, a court appoints someone. (~$200–500)
WEEK 1–2
Fund the revocable trust by transferring your Terra, Inc. shares into it. This is a stock assignment — one document, signed, filed in Terra, Inc.'s corporate records. The trust is now the legal shareholder. Do this immediately after formation.
DAY AFTER FORMATION
Document crypto wallet access NOW — even before the formal plan. Write down wallet addresses, seed phrases (stored offline and sealed), and any exchange logins. Seal in an envelope. Give to your attorney or a deeply trusted person. If you die without this, those assets are gone forever.
DO THIS NOW
Set up Wyoming DAPT when Terra, Inc. has meaningful value (month 6–18). Engage a Wyoming trust attorney. Transfer shares from revocable trust into DAPT. Appoint independent Wyoming trustee. 1-year seasoning clock starts on transfer date. ($5,000–15,000 setup + $1,500–3,000/year ongoing)
MONTH 6–18
Engage crypto-literate estate attorney for formal crypto succession plan when Terra Chain has a token allocation. Covers private key succession, multi-sig wallet structure, and Foundation governance transition. ($3,000–8,000)
WHEN CHAIN HAS ALLOCATION
Engage fractional CFO or bookkeeper with multi-entity LLC experience. Set up separate QuickBooks (or equivalent) accounts for each entity. Three cost centers in Terra Tech from day one: Software, Design, Assembly.
ON HIRE
Set up payroll via Gusto (gusto.com). Handles W-2, 1099, state tax registration, workers comp integration. Required before first W-2 employee.
ON HIRE
Register for state withholding tax in Virginia/Maryland/DC depending on where employees are based. Gusto handles this but you need to initiate it.
ON HIRE
Get Workers Compensation insurance before first W-2 employee. Required by law in Virginia. Gusto or your insurance broker can source this.
ON HIRE
Tax Strategy
HOLDING CO — TERRA, INC.
Wyoming C-Corp. Federal corporate tax rate 21% on profits. As a holding company with no direct revenue (only management fees and distributions from subsidiaries), taxable income at this level is manageable. C-Corp double taxation is real — profits taxed at corp level then again as dividends — but offset by the option to retain earnings inside the entity and reinvest rather than distribute. Work with a CPA to optimize dividend timing vs retained earnings strategy each year.
OPERATING SUBSIDIARIES — LLCs
Single-member LLCs are disregarded entities by default — profits flow directly to Terra, Inc. (the sole member) and are taxed there. This creates a clean pass-through at the subsidiary level. No double taxation at the subsidiary layer. When subsidiaries are profitable, distributions go up to Terra, Inc. and get reported on its C-Corp return. Your CPA will handle the consolidated picture annually.
QUARTERLY ESTIMATES
Once Terra Tech generates consistent revenue, estimated federal taxes are due quarterly (April 15, June 15, September 15, January 15). Missing these triggers underpayment penalties. Your fractional CFO handles this. Rule of thumb: set aside 25–30% of net profit each quarter in a separate tax reserve account. Never touch that money for operations.
INTERNATIONAL TAX
When West Africa operations are live, international tax gets complex. US persons (and US companies) must report foreign income. FBAR filing required if foreign accounts exceed $10k. Form 5471 for foreign subsidiaries. Transfer pricing rules govern how much Terra Agriculture LLC charges its local Ghana/Nigeria entity. Get a CPA with international tax experience before deploying capital abroad — not after.
CRYPTO TAX — TERRA CHAIN
Token issuance, trading, and staking all have distinct tax treatment. Token sales may be ordinary income or capital gains depending on structure. Mining/staking rewards are ordinary income at fair market value when received. The Foundation entity (if Cayman) has different reporting obligations than the US LLC. Terra Chain needs a crypto-specialized CPA from day one — not a generalist.
LLC → C-CORP CONVERSION
Terra, Inc. should convert from LLC (if filed as one) to C-Corp before the first investor conversation or the first ISO stock option grant. Wyoming conversion is clean — file Articles of Conversion, adopt corporate bylaws, issue founder shares, establish the option pool. Do this when revenue is stable enough that the timing is strategic, not rushed. A CPA and an attorney handle this together.
Insurance Framework
E&O — Errors & Omissions
Required for Terra Tech software products. Covers claims that your software caused financial loss for a client. Get this before ROMS has its first paying customer. ~$1,000–2,500/year for early-stage SaaS.
GET NOW
Cyber Liability
ROMS handles restaurant operational data. PIOS handles financial data. A breach without cyber coverage is catastrophic. Required before any customer data is stored in production. Covers breach notification costs, legal fees, regulatory fines. ~$1,500–3,000/year early stage.
GET NOW
General Liability
Covers bodily injury and property damage. Required before any physical client interaction — meetings, site visits, workshop access. Low cost (~$500–1,000/year) and landlords/clients often require it. Get at entity formation.
GET NOW
Product Liability
Required before Terra Tech takes its first external assembly contract. Covers claims that a fabricated product caused harm or damage. Cost varies significantly by product type — get quotes once the first external assembly scope is defined.
BEFORE ASSEMBLY
Workers Compensation
Required in Virginia/Maryland/DC the moment you have a W-2 employee. Not needed for contractors (1099). Check state-specific thresholds — Virginia requires it from the first employee. Handled through your payroll provider (Gusto or equivalent).
BEFORE FIRST W-2
Directors & Officers (D&O)
Protects you personally from claims arising from decisions made as an officer or director of Terra, Inc. Investors will require this before writing a check. Not needed until pre-seed or seed round conversations begin.
PRE-FUNDRAISE
Key Man Insurance
Life insurance policy on Will (founder) payable to Terra, Inc. as beneficiary — not your personal estate. If something happens to you, Terra, Inc. receives $1–5M to fund operational continuity: hiring a replacement CEO, covering disruption, keeping subsidiaries running while succession executes. Lenders and investors will require it before writing a check or extending credit. For a healthy person in their 20s–30s: ~$50–150/month for a $1–2M term policy. Get this at the same time as D&O — both are pre-fundraise requirements. Broker: same as E&O and cyber (Vouch or Embroker).
PRE-FUNDRAISE
Contracts Library — Build Before You Need Them
SaaS AGREEMENT
Terms of service and master subscription agreement for ROMS and PIOS customers. Covers liability cap, data ownership, uptime SLA, payment terms, termination. Required before first paying customer. Use a SaaS-specific template — not a generic terms of service.
PRIVACY POLICY
ROMS handles restaurant business data. PIOS handles financial data. CCPA applies if any California users. GDPR applies if any EU users. Privacy policy must be live on the product before any user data is collected. Use a GDPR/CCPA compliant template and update it as data practices change.
MSA — FABRICATION
Master Services Agreement for external assembly and design contracts. Covers scope, IP ownership of deliverables (Terra Tech retains design IP unless explicitly assigned), payment schedule, liability cap, warranty terms. Required before Terra Tech takes its first external fabrication client.
CONTRACTOR AGREEMENT
Every contractor (1099) must sign before starting work. Must include: IP assignment clause (everything built for Terra belongs to Terra, Inc.), confidentiality, non-solicitation, clear scope. Never let a contractor write a line of ROMS code without a signed contractor agreement with IP assignment. This is how you lose your codebase.
NDA TEMPLATE
Mutual NDA for investor conversations, partnership discussions, vendor negotiations. One standard template — don't negotiate NDAs from scratch each time. Keep it short (1–2 pages), mutual, and with a 2-year term. NDAs for employees and contractors are covered in their respective agreements.
INTERCOMPANY AGREEMENTS
Management fee agreement (Terra, Inc. ↔ each subsidiary), IP license agreement (Terra, Inc. licenses IP down to subsidiaries), intercompany loan notes (if Terra, Inc. advances capital to a subsidiary). All must be signed, dated, and kept on file. The IRS will ask for these if you're ever audited.
Compliance Calendar — Annual Deadlines
Jan 15
Q4 estimated federal tax payment due.
QUARTERLY
Jan 31
W-2s to employees, 1099s to contractors. File with IRS and state.
ANNUAL
Mar 15
S-Corp and partnership returns due (if applicable). C-Corp extension available.
ANNUAL
Apr 15
Q1 estimated federal tax payment due. C-Corp return due (or extension).
QUARTERLY
Jun 15
Q2 estimated federal tax payment due.
QUARTERLY
Sep 15
Q3 estimated federal tax payment due.
QUARTERLY
Dec 1 (Wyoming)
Wyoming LLC/Corp annual report due. ~$60 fee per entity. Miss it and the entity goes into bad standing.
ANNUAL
Registered Agent
Renew registered agent service annually per entity. ~$50–150/year. Letting this lapse means you miss legal notices.
ANNUAL
Trademark Maintenance
File Section 8 Declaration (use in commerce) between years 5–6. File Section 9 Renewal every 10 years. Missing either cancels the trademark.
YEARS 5–6, 10
FBAR (FinCEN 114)
Required if any foreign bank account exceeds $10,000 at any point in the year. Due April 15, auto-extended to Oct 15. Applies once West Africa accounts are live.
ANNUAL
Data Privacy — ROMS & PIOS Requirements
CCPA
California Consumer Privacy Act. Applies if ROMS has any California restaurant customers. Requires: privacy policy disclosing data collected, right to delete data on request, right to opt out of data sale. Does not require being based in California — having California users is enough. Implement from day one.
GDPR
EU General Data Protection Regulation. Applies if any user is in the EU — even one. Requires: lawful basis for processing, data minimization, right to access and erasure, breach notification within 72 hours. Fines up to 4% of global annual revenue. If ROMS goes global, GDPR compliance is non-negotiable from launch in each EU market.
FINANCIAL DATA
PIOS handles personal investment and net worth data — some of the most sensitive data a person has. Even as an unregulated product, treat it as if it were regulated: encrypted at rest and in transit, access logs, minimal data retention, explicit user consent for every data use. Sets you up cleanly for Phase 2 when licensed products require formal compliance programs.
SEQUENCE NOTE: E&O and cyber insurance, SaaS agreement, and privacy policy are the three things that must exist before ROMS has its first paying customer. Everything else on this page has a longer runway. Don't let paperwork be the reason you delay — use templates for the contracts (Clerky, Bonterms, or a startup attorney for a flat fee), get insurance through a broker like Vouch or Embroker, and file the formation documents yourself on the Wyoming Secretary of State website. The whole foundation layer can be done in under two weeks for under $2,000.
Trust & Estate
ASSET PROTECTION · SUCCESSION PLANNING · WYOMING DAPT · CRYPTO ESTATE
Protected Ownership Structure — Target State
WYOMING DAPT IRREVOCABLE · ASSET PROTECTION TRUST WILL (FOUNDER) GRANTOR · BENEFICIARY benefits REVOCABLE TRUST SUCCESSION ONLY owns owns 100% TERRA, INC. WYOMING C-CORP · HOLDING COMPANY TERRA TECH LLC TERRA FINANCE LLC TERRA RE LLC TERRA AGRI LLC TERRA CHAIN LLC DAPT SHIELD — PERSONAL CREDITORS, JUDGMENTS, DIVORCE CANNOT REACH THESE ASSETS Irrevocable DAPT (protection) Revocable Trust (succession) Will (beneficiary, not legal owner)
The Three Instruments
REVOCABLE LIVING TRUST
$2k–5k
Purpose: Succession only — ensures Terra, Inc. shares transfer to your named beneficiaries instantly at death, bypassing probate court entirely.

Protection: None — you retain control so courts treat the assets as still legally yours.

Flexibility: Fully revocable and amendable at any time during your lifetime.

Trustee: You, during your lifetime. Successor trustee takes over at death or incapacitation.

Set up: Immediately after Terra, Inc. is formed. Fund it by transferring your shares in.

Time to set up: 1–2 weeks with an estate attorney.
WYOMING DAPT
$5k–15k + $1.5k–3k/yr
Purpose: Asset protection — makes Terra, Inc. shares unreachable by personal creditors, judgments, and divorce proceedings.

Protection: Full, after the 1-year Wyoming seasoning period. Only applies to future creditors, not pre-existing claims.

Flexibility: Irrevocable — you cannot easily unwind it after assets are in.

Trustee: An independent Wyoming trustee is required — you cannot be the sole trustee. You remain a beneficiary and can still receive distributions.

Set up: 6–18 months after Terra, Inc. is formed, when the enterprise has meaningful value. Start the seasoning clock early.

Annual cost: $1,500–3,000/yr for an independent professional trustee.
SUPPORTING DOCUMENTS
$500–1.5k
Pour-Over Will: Catches any asset not already in your trust at death and pours it in automatically. Required backup to the revocable trust. ~$300–500.

Durable Power of Attorney: Names someone to manage your financial affairs if you're alive but incapacitated. Without it, a court must appoint someone — a stranger making decisions about Terra. ~$200–500.

Healthcare Directive: Separate from the financial structure but part of any complete estate plan. Not Terra-specific but essential. ~$200–300.

All three: Usually bundled with the revocable trust by an estate attorney for a flat fee.
Threat Protection Matrix
THREAT
NO TRUST
REVOCABLE
DAPT
Personal lawsuit / court judgment
Exposed
Exposed
Protected ✓
Divorce / marital dispute
Exposed
Exposed
Protected ✓
Death — probate court
6–18 months
Bypassed ✓
Bypassed ✓
Death — public record
Public
Private ✓
Private ✓
Incapacitation — who controls Terra
Court decides
Successor ✓
Successor ✓
Generational transfer of Terra shares
Probate / tax hit
Clean transfer
Clean + protected ✓
Setup Sequence — In Order
01
FORM TERRA, INC.
FIRST You must have the entity before you can transfer shares into any trust. Formation comes first. Same day as formation, get EIN.
$102 filing
02
REVOCABLE TRUST
WEEK 1–2 Set up with estate attorney. Name yourself as trustee and beneficiary during lifetime. Name successor trustee. Bundle pour-over will and DPOA at same time.
$2,500–6,500 total
03
FUND THE TRUST
IMMEDIATELY AFTER Transfer your Terra, Inc. shares into the revocable trust. This is a stock assignment — one page, signed, filed with Terra, Inc.'s corporate records. The trust now owns your shares.
$0 (part of attorney scope)
04
WYOMING DAPT
MONTH 6–18 Once Terra has meaningful value. Engage a Wyoming trust attorney. Transfer shares from revocable trust into DAPT. 1-year seasoning clock starts. Appoint independent Wyoming trustee.
$5k–15k setup + $1.5k–3k/yr
05
CRYPTO ESTATE PLAN
WHEN CHAIN HAS ALLOCATION Engage crypto-literate estate attorney. Private key succession, multi-sig wallet setup, wallet access documentation sealed in trust. Do not leave this undocumented.
$3k–8k
Critical Rules
Set up before problems arise
Trusts only protect against future creditors. If you're already being sued and you transfer assets into a trust, courts will treat it as fraudulent conveyance and unwind it. The protection is prospective, not retroactive.
CRITICAL
Wyoming seasoning period — 1 year
After you transfer assets into the Wyoming DAPT, you must wait one full year before the protection applies to future creditors. The clock starts on the transfer date. Early setup means early protection.
Independent trustee is mandatory
You cannot be the sole trustee of your own Wyoming DAPT — that defeats the legal protection. An independent Wyoming resident or professional trust company must serve as trustee. They have discretion over distributions but follow your trust document.
Annual maintenance required
The DAPT requires a Wyoming trustee on an ongoing basis (~$1,500–3,000/year). The revocable trust requires no ongoing cost but should be reviewed whenever major life events occur — marriage, children, significant asset changes, new subsidiaries added.
Crypto assets — document access now
If something happens to you before a formal crypto estate plan is in place, private keys and wallet access die with you. Even before the formal plan: write down your wallet addresses, seed phrases (stored securely offline), and any exchange logins. Seal them. Give the sealed document to your attorney or a trusted person.
DO NOW
TOTAL TRUST SETUP COST: Revocable trust + pour-over will + DPOA + DAPT (when ready) = $8,000–22,000 one-time. Annual ongoing: $2,000–4,500/year (trustee fees + attorney review). For an enterprise of Terra's intended scale — multiple subsidiaries, global operations, crypto assets, real estate — this is not optional. It is the difference between Terra surviving you and Terra becoming a probate dispute.