OPEN PANEL

Free comics. Owned universe. A Public Benefit Corporation that gives finished comics away forever and owns the IP, with a commercial division that monetizes it downstream. Status: DRAFT v0.1 — venture design package. Names provisional. Not legal/financial advice.

This repository is the founding design package for a comics venture built around one company:

OPEN PANEL, Inc. (“the PBC”) — a Delaware Public Benefit Corporation that creates and freely distributes comics, owns the IP, employs the officers, and earns the licensing revenue directly. Its charter names a public benefit (advancing literacy and the comic art form), giving the mission legal protection without the charity machinery.
VARIANT — the PBC’s commercial brand/division (a wholly-owned subsidiary later if a liability firewall is wanted): merchandise manufacturing licenses, strategic partnerships, adaptations, and premium collectible editions.

The model: the standard issue is free; the variant is where money is made. Because VARIANT is part of the PBC, its revenue is the company’s revenue — reinvested into more free comics and fair creator pay, and shared with owners/officers as ordinary, legal profit. Officer wealth is native (PBC equity, options, profit) — no inurement machinery.

⚠️ Read this first

The venture uses PBC-center (CANON §2, Structure B): a for-profit Public Benefit Corporation owns the IP, so officer wealth-sharing is native and legal (equity/options/ profit) with no private-inurement wall, no §4958, and no UBIT machinery on the IP path. Free distribution is an ordinary business expense (top-of-funnel growth), not a charitable program. The earlier 501(c)(3) + for-profit-sister design (where officer upside had to live in the for-profit, the nonprofit paid only reasonable comp and mandatorily reinvested, bridged by an arm’s-length UBIT-exempt license under §512(b)(2)) is retained only as the demoted fallback (Structure A) — adopt it only if deductible donations/grants become a real funding pillar. A steward-trust (Structure C) is the deferred permanence upgrade. See business/ENTITY_STRUCTURE_REVIEW.md and business/LEGAL_STRUCTURE.md. This package is a draft and requires qualified corporate/tax counsel before filing.

Document map

Start here

CANON.md — single source of truth. Every cross-cutting decision (brand, stack, legal thesis, terminology, open decisions). Read this before any other doc.

Brand

brand/BRAND_IDENTITY.md — naming, positioning, voice, visual identity, sub-brand rules, applications.

Business & legal

business/BUSINESS_MODEL.md — PBC-center revenue streams, money flow, unit economics, creator economics, GTM, KPIs, risks.
business/ENTITY_STRUCTURE_REVIEW.md — the structure decision: why PBC-center (B), the steward-trust permanence upgrade (C), and the demoted 501(c)(3) fallback (A). Read this for the entity rationale.
business/LEGAL_STRUCTURE.md — the demoted fallback (Structure A) detail: the 501(c)(3) + for-profit architecture, inurement/§4958 constraint, IP-license bridge, UBIT analysis, compliance. Fallback-only — see CANON §2.

Product (one reader engine, four surfaces)

product/PRODUCT_SPEC_OVERVIEW.md — cross-platform umbrella.
product/SPEC_WEB.md — Next.js web app (primary reach).
product/SPEC_MOBILE.md — React Native (offline daily-reading).
product/SPEC_DESKTOP.md — Tauri (collector library + creator Studio).
product/SPEC_BACKEND.md — Supabase + Rust services, media pipeline, Rights & Royalty Ledger.

Architecture (contracts)

architecture/FOUNDATIONAL_CONTRACTS.md — the durable interfaces: Comic Package Format (CPF), Content API, Identity/Entitlements, Rights & Royalty Ledger, Creator Agreement, Inter-entity License, Event/Analytics.
architecture/OPERATING_CONTRACTS.md — governance, conflict-of-interest, compensation, reinvestment, IP licensing, creator revenue-share, privacy, editorial, trademark, financial controls, SLAs.

Delivery

delivery/WORKSTREAMS.md — WS0–WS10 workstream map, dependency spine, phased roadmap, milestones, team loading, 30/60/90 plan.

Tech stack (locked defaults — see CANON §4)

Web: Next.js + React + TS + Tailwind (PWA) · Mobile: React Native (Expo) · Desktop: Tauri (Rust) · Shared reader: @openpanel/reader (TS) · Backend: Supabase (Postgres/Auth/Storage/RLS) + Rust (axum) · Assets: Cloudflare R2 + CDN · Payments: Stripe · Media: Comic Package Format (CPF).

Open decisions (CANON §10 — operator to confirm)

Jurisdiction (US assumed) · 2. Brand name (OPEN PANEL / VARIANT draft) ·
Entity relationship (license model vs owned sub) · 4. Creator economics (hybrid default + %) ·
Which workstream to deepen into a build-ready spec first.