ORGANIZATIONAL CONTROL SYSTEMS
POWER IS NOT HELD BY PROMISE. IT IS HELD BY ARCHITECTURE SYSTEMICALLY
ARCHITECTING CONTROL
Praetorian Architecture designs transaction architectures that determine who holds power, how decisions are executed, and how control endures under pressure. We treat charters, bylaws, and board resolutions as operating instruments, engineered to allocate authority, constrain risk, and preserve founder control over time.
CHARTER ARCHITECTURE
The charter is the enterprise’s constitutional instrument of control. We engineer charter provisions that deliberately sever control from economic ownership, entrench super-voting authority, class-based control, and veto powers, impose rigid consent regimes, and structurally defend against hostile takeovers, coercive recapitalizations, and adverse conversions, thereby securing founder authority against dilution, board capture, investor opportunism, and forced exit pressure across the enterprise lifecycle.
BYLAWS DOCTRINE
Bylaws regulate the mechanics of governance execution. Operating beneath the charter, we architect bylaws that prescribe how directors are appointed, removed, and constrained, how meetings are convened and conducted, how decisions advance or stall through quorum and procedural thresholds, how governance impasses are managed procedurally, and how discipline is enforced through systemized process rather than discretion, personalities, or assumed good faith.
BOARD RESOLUTIONS DOCTRINE
Most enterprises fail not in the allocation of power, but in its execution. The Board Resolutions Doctrine establishes the formal regime through which authority is exercised, documented, and procedurally binding within the enterprise. We design a structured resolution framework that converts charter- and bylaws-level authority into deliberate, recorded action, replacing informal approvals and discretionary conduct with repeatable governance discipline.
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This doctrine governs how and when board authority is invoked, how decisions are formally memorialized, and how consent is evidenced, ensuring that power is exercised transparently and defensibly rather than drifting through silence, omission, or procedural neglect. By institutionalizing recurring resolution protocols, the Board Resolutions Doctrine prevents silent power shifts, preserves intent, and creates a durable record of control, authority, and accountability. This is the layer where transaction architecture is not merely designed, but formally executed and sustained over time.
PATH 241. PRE-ISSUANCE CONTROL ARCHITECTURE
Path 241 is a founder-control architecture that pre-engineers the governance and issuance sequence before capital or boards are introduced. We design the charter and bylaws to permit controlled equity issuance within defined authority limits, structure the timing and scope of board activation, and formalize each governance action through documented resolutions rather than informal consent. This architecture is designed to prevent founders from losing control of the company as equity is issued, partners are onboarded, and governance is formalized.
PATH 242. POST-ISSUANCE CONTROL ARCHITECTURE
Path 242 is designed for enterprises that have already issued equity and must re-establish durable control as governance, boards, and external stakeholders mature. Where Path 241 designs control before issuance, Path 242 restructures governance and authority through a deliberate resolution and amendment roadmap that stabilizes control after issuance. We design post-issuance board mechanics, authority reallocations, and execution protocols that allow founders and controlling parties to formalize decision control, constrain governance drift, and correct structural weaknesses without unwinding prior transactions. Path 242 enables enterprises to institutionalize control after equity exists, ensuring authority is restored, documented, and exercised deliberately rather than eroded by legacy structures or incremental decisions.
LLC TRANSACTION ARCHITECTURE
We design LLC governance architectures that formalize authority and control execution. Articles of Organization, Operating Agreements, and Member Resolutions are engineered as operating systems rather than administrative formalities, with advisory guidance on foreign ownership structuring, filing pathways, jurisdictional considerations, and institutional banking access commonly available to non US principals.
ARTICLES AMENDMENT ARCHITECTURE
We design and execute amendments to the Articles of Organization that recalibrate authority, ownership mechanics, and control thresholds within the LLC. These amendments are not cosmetic filings; they are structural interventions used to correct misaligned power, formalize member authority, and harden the entity against unintended governance drift as the enterprise evolves.
OPERATING AGREEMENT ARCHITECTURE
We architect Operating Agreements for single-member and multi-member LLCs that define how power is exercised, transferred, and constrained in practice. Our agreements govern voting rights, economic participation, management authority, exit mechanics, and dispute control, ensuring that governance outcomes are determined by structure rather than relationships, assumptions, or informal conduct.
MEMBER RESOLUTIONS DOCTRINE
Most LLCs fail to formalize how member authority is exercised. The Member Resolutions Doctrine establishes a repeatable, documented process through which member decisions are authorized, recorded, and enforced. We design resolution frameworks that convert operating agreement authority into deliberate action, preventing silent power shifts, informal approvals, and governance ambiguity as the LLC transacts, scales, or restructures.
