LedgerProof Foundation · Open Protocol Stewardship
The LedgerProof Foundation is a United States 501(c)(3) public charity (Delaware, in formation), with a wholly-Foundation-controlled Dutch Stichting EU subsidiary (Amsterdam, in formation). The Foundation owns the LedgerProof Protocol specification, the conformance test vectors, the reference verifier, and the trademark. It licenses the protocol on perpetual, royalty-free, irrevocable, non-exclusive terms — to LedgerProof Inc. and to anyone else who chooses to implement.
The cryptographic property the Foundation exists to protect: a regulator, a customer, or an auditor can verify any receipt using only the Bitcoin chain, the published protocol public key, and the receipt itself. No call to any Foundation or operator service is required for verification. That property is the design condition for credible regulatory positioning. The Foundation's job is to make sure that property survives every commercial pressure on the operator.
Mission
The spec evolves through standards-body participation (IETF SCITT working group, CEN-CENELEC JTC 21, ISO/IEC SC 42). The Foundation publishes errata, version transitions, and conformance test vectors. Every governance change is itself anchored as a publicly-verifiable receipt.
The Foundation maintains the reference verifier, the conformance test suite, and the historical anchor records. If LedgerProof Inc. — or any other operator — ceases to function tomorrow, every receipt ever issued under the protocol remains verifiable using only public infrastructure.
Foundation submissions to consultations (EU AI Office Code of Practice, EBA / EIOPA / ESMA technical standards, national competent authorities) are made on Foundation letterhead, never on Inc. letterhead, and ask for protocol-approach feedback — never for vendor inclusion in any reference list.
Structure
Public-interest protocol steward
Commercial operator
The Foundation cannot grant exclusivity to LedgerProof Inc. The IP license to Inc. is non-revocable but also non-exclusive. Any third party — including a competitor of LedgerProof Inc. — may implement the protocol under the same terms.
Governance
The Foundation Board is the fiduciary body. Three independent directors, none of whom hold LedgerProof Inc. equity or board seats. Board composition will be confirmed by August 30, 2026. Until acceptance letters are signed, Board composition is internal-confidential.
Board responsibilities:
The Foundation Advisory Council is composed of representatives from Founding Members and Strategic Beta Partners. The Council is advisory, not fiduciary:
What Council members get:
The structural separation between Board (fiduciary) and Council (advisory) is what allows the Foundation to accept Founding Member commercial contributions without creating quid-pro-quo problems under IRS 501(c)(3) rules. Adler & Colvin reviewed and confirmed this structure.
The following Foundation governance documents will be published when finalized:
Each will be anchored as a public receipt on publication.
Independence FAQ
Three independent revenue streams: (a) an IP license fee from LedgerProof Inc., the commercial implementation entity, set at fair-market terms reviewed annually by an independent valuation firm; (b) grant funding from research institutions and public-interest technology funders; (c) member-Foundation dues from enterprise participants, capped per entity to prevent any single member from contributing more than 15% of annual Foundation revenue. The Foundation maintains a six-month operating reserve independent of any single funding source.
The LedgerProof Protocol — including the specification, reference implementations, cryptographic schemes, and trademark — is owned by the LedgerProof Foundation under an irrevocable transfer executed at Foundation incorporation (Delaware Articles of Incorporation filed June 15, 2026; IP license executed at USPTO concurrent). The Foundation grants LedgerProof Inc. a non-exclusive, perpetual, royalty-free, irrevocable license to implement and commercialize products using the protocol. The license is non-exclusive by design: any third party may implement the protocol under the same terms.
LedgerProof Inc. is one operator among potentially many. Inc. licenses the protocol from the Foundation, pays the Foundation an annual IP license fee, and competes commercially with any other operator who chooses to implement. Inc. has no governance role at the Foundation; Foundation board members do not hold Inc. equity or sit on Inc.'s board. The two entities share a founder (Veronica S. Dawkins), and the founder's dual role is disclosed in every Foundation governance document and recused appropriately in every transaction between the two entities (Foundation board approves; founder does not vote on Foundation-Inc. transactions).
No. Foundation Advisory Council seats are explicitly advisory, not fiduciary; Council members have no voting authority on Foundation decisions. The Foundation Board (three independent directors, no commercial conflict) holds all governance authority. Member-Foundation dues are capped at 15% of annual Foundation revenue per entity, preventing any single member from achieving a dominant funding position.
No. The Foundation's governance structure applies regardless of any Founding Member's ownership structure. The Council seat is advisory-only and confers no governance authority. The Foundation Board's independence is the structural answer.
Three independent directors with non-overlapping commercial interests, no Inc. equity, and a Conflict of Interest Policy that requires recusal on any matter touching their own enterprises. The Board is sized at three to ensure majority decisions are always at least two-to-one — no single director can block a majority. The Board can expand to five via Board action; expansion requires unanimous current-director vote.
The Board is fiduciary (votes, approves governance, signs annual report). The Council is advisory (input on roadmap, attendance at forums, structured channel to Board). The two bodies are deliberately separate to allow Founding Member commercial contributions without quid-pro-quo problems on the charitable side.
Bitcoin is the only public ledger with: (a) the censorship resistance to survive nation-state pressure on a single jurisdiction, (b) the permanence to outlast any commercial entity, (c) the cryptographic auditability that lets any third party re-verify an anchor from the public chain without dependence on the operator, (d) the operational simplicity that lets verification run offline in a browser. We considered alternatives. Bitcoin OP_RETURN is the substrate that meets all four conditions simultaneously.
The protocol design itself. Verification requires only three inputs: a copy of the Bitcoin chain (publicly available, fits on commodity hardware), the published protocol public key (published at the Foundation's transparency page and via the IETF draft), and the receipt itself (provided by the deployer or the regulator). No call to LedgerProof Inc., to the Foundation, or to any third-party service is required. The reference verifier is open-source, runs in any modern browser, and is also distributable as a single-file static HTML page under 32 KB.
The Foundation's IP Transaction Committee Charter (adoption target August 30, 2026) requires that all Inc.-Foundation transactions are reviewed by Foundation independent directors, with Founder recusal. The annual IP license fee is set by independent fair-market valuation. The Foundation has the structural authority to license the protocol to a competitor of Inc. if it determines that doing so serves the public interest — and Inc. has no recourse to block such a license. This is the load-bearing structural answer to "could Inc. eventually capture the Foundation?" — the answer is "no, by design."
Yes. The Foundation IP license is jurisdictionally agnostic. Any enterprise in any country can implement the protocol under the published license terms. The Foundation has filed Form 1023 in the United States and will register the Dutch Stichting in the Netherlands; these are the Foundation's home jurisdictions, not a restriction on who may use the protocol.
The Foundation operates as a multi-jurisdictional structure: the parent entity is a US 501(c)(3) public charity (Delaware, with counsel through Adler & Colvin in San Francisco and IRS Form 1023 determination in process); the Dutch Stichting EU subsidiary (registered with KvK Amsterdam under NautaDutilh counsel) serves as the European contractual counterparty for Foundation activities including standards-body participation and EU enterprise engagements; planned additional subsidiaries include a Swiss Verein (Zurich, target Q1 2027) for IP stewardship per the Linux Foundation precedent, and a Singapore non-profit (target H1 2027) for Asia-Pacific reach. LedgerProof Inc. is separately incorporated and jurisdictionally distinct.
Every Foundation governance decision — board minutes, errata publications, version transition decisions, Code of Practice consultation submissions, transparency reports — is itself anchored as a LedgerProof Protocol receipt to Bitcoin. The Foundation's own governance is operated in public using the same protocol the Foundation stewards for everyone else. Foundation receipts are listed at the Foundation's transparency page.
The Foundation Advisory Council seat is structurally advisory and confers no governance authority regardless of any Council member's ownership structure. The Foundation Board's independence is the structural protection. The Foundation's mandate is to maintain the protocol as public-interest infrastructure available to any deployer globally; we do not restrict access based on customer ownership structure, and we do not allow any single customer's ownership structure to influence Foundation governance.
Standards-body engagement
draft-dawkins-scitt-ai-article50-00 published on Datatracker. Working group adoption in progress.
DIN SME membership filing target June 15, 2026. New Work Item Proposal preparation in progress.
Mirror activities aligned with CEN-CENELEC JTC 21.
Observer status in development.
Foundation consultation submission targeting June 22, 2026 filing.
Informational briefings on Foundation letterhead with BaFin (DE), CNIL (FR), BfDI (DE), AGCOM (IT), AP (NL) — never requesting endorsement, always offering protocol-approach feedback.
Foundation submissions to consultations ask for protocol-approach feedback. They do not ask for vendor naming. They do not claim presumption of conformity. They contribute to the process as a public-interest participant.
Transparency
The Foundation publishes quarterly transparency reports (anchored as Bitcoin receipts), annual IRS Form 990 filings, Dutch Stichting annual reports, board meeting minutes (anchored), public consultation submissions (anchored on filing), erratum publications, and annual independent audit memos.
LPR-ERRATA-001 — first published erratum, anchored as a public receiptdraft-dawkins-scitt-ai-article50-00 — IETF Internet-Draft on Datatrackersecurity.ledgerproofhq.ioContact
Foundation / Regulators / Standards
foundation@ledgerproof.orgFoundation Executive Director (in formation; ED hire target August 1, 2026)
Engineering / Implementation
engineering@ledgerproof.orgSenior Protocol Engineer (in formation; engineer hire target July 13, 2026)
Commercial / Founding Members
commercial@ledgerproof.orgHandled by LedgerProof Inc., not by the Foundation
Security / Responsible Disclosure
security@ledgerproof.orgFoundation-side responsible disclosure channel