Entity Structure
The four-entity ecosystem — nonprofit and for-profit integration architecture
Organizational Structure Map
All charitable programs; property owner (Casa Conejo land); funded via Impact Funding Agreement from Conejo Group.
- Finalize and execute Bylaws
- Complete Board of Directors (5 directors + advisory board)
- Draft Impact Funding Agreement with Conejo Group
- Draft FMV Property Lease for for-profit use of land
Umbrella holding company. Owns all IP and brands. Single cap table for investors. Signs all major partner deals. Connects to Foundation via Impact Funding Agreement.
- File Delaware PBC formation documents (Tim Nielsen — ASAP)
- Establish cap table and equity structure
- Draft Impact Funding Agreement with MurphsLife Foundation
- Obtain EIN from IRS
US-based operating company. Manages Influencer/Marketing Agency (US), Conejo Coffee (US distribution), and Conejo Café (US locations).
- File Delaware LLC formation documents (Tim Nielsen)
- Draft Operating Agreement
- Establish bank account
- Define intercompany agreements with HoldCo
El Salvador operating company. Manages Restaurant, Eco-Resort, Spa, Market/Café, Vivero/Greenhouse, and Eco-Village Phase 1. Operates on land owned by MurphsLife Foundation under FMV lease.
- Confirm entity type (S.A. de C.V. vs. other) with Jorge Alfaro
- Analyze Foreign Agents Law exposure (Jorge Alfaro — Critical)
- File formation documents in El Salvador
- Draft FMV Property Lease with MurphsLife Foundation
Governance Principles — Nonprofit / For-Profit Integration
These principles protect MurphsLife Foundation's 501(c)(3) status while enabling for-profit revenue generation.
All transactions between the Foundation and Conejo Group entities must be at Fair Market Value (FMV) and documented in writing. No sweetheart deals.
The Foundation's Board of Directors must have a majority of independent members who are not on the board of Conejo Group PBC.
Foundation assets cannot benefit any private individual or for-profit entity outside of FMV transactions. Violation risks loss of 501(c)(3) status.
The formal legal mechanism connecting Conejo Group to the Foundation. Must be drafted and executed before any for-profit revenue flows to the Foundation.
Before any for-profit entity operates on Foundation land (Casa Conejo), a Fair Market Value lease must be in place. Required for IRS compliance.