§01 · Posture
Legal Entity, Governance & Corporate Records · Internal Posture
Internal records workspace for legal entity structure, constitutional documents, board and committee records, resolutions, delegated authority, signatory powers, material contracts, licences/permissions posture, conflicts register, and corporate retention. Compiled from the 29 prior centres and the 21-pack evidence spine. Conservative: nothing here constitutes external legal advice, company-secretarial completion, regulator approval, audit opinion, corporate-validity confirmation, investor approval, or authorization for external launch.
Group entities21 UK Ltd · 1 dormant overseas vehicle (counsel-deferred)
Directors / Officers2 · 12 directors · 1 founder-secretary
Resolutions YTD1411 written · 3 minuted
Material contracts72 vendor · 3 advisor · 1 banking · 1 insurance
Stale records53 counsel-bound · 2 cosec-routine
§02 · Entity inventory
Group Entity / Register Inventory
| Entity | Jurisdiction | Status | Type | Constitutional doc | Filings cadence | State |
|---|---|---|---|---|---|---|
| BLACKSWAN Capital Markets Ltd (operating) | UK · England & Wales | Active | Private limited | Articles · v2 (2026-02) | Annual confirmation · accounts | Up to date |
| BLACKSWAN Holdings (placeholder) | Counsel-deferred | Dormant / unincorporated | Holding vehicle | — | — | Counsel-deferred |
Group structure assumed simple in pre-pilot posture. Any expansion (e.g., overseas vehicle, regulated subsidiary) is counsel-deferred until UK posture matures.
§03 · Constitutional & statutory records
Constitutional & Statutory Documents
| Record | Version | Last review | Counsel | CoSec | State |
|---|---|---|---|---|---|
| Articles of Association | v2 (2026-02) | 2026-02-11 | Reviewed | Filed | Current |
| Memorandum (statutory) | v1 (incorporation) | 2024-04-20 | — | Filed | Static |
| Shareholders' agreement (template) | Draft v0.4 | 2026-05-02 | Drafted | — | Counsel-pending |
| Director appointment letters | v1 · v1 | 2024-04 / 2025-09 | Drafted | Filed | Current |
| Secretary / officer letter | v1 | 2024-04 | Drafted | Filed | Current |
| Register of members | Maintained | 2026-05-10 | — | Maintained | Current |
| Register of PSC / beneficial owners | Maintained | 2026-05-10 | — | Maintained | Current |
| Register of directors / officers | Maintained | 2026-05-10 | — | Maintained | Current |
| Register of charges | Maintained | 2026-05-10 | — | Maintained | Nil |
| Conflicts of interest declarations | v1 | 2026-04-22 | Reviewed | Maintained | Re-attestation due |
§04 · Board & committee records
Board, Committee & Minute Tracker
| Body | Cadence | Last meeting | Minutes status | Action items open | Linked centre |
|---|---|---|---|---|---|
| Board of Directors | Monthly | 2026-05-09 | Signed | 3 | Strategic Reporting |
| Risk & Compliance Committee (informal) | Bi-weekly | 2026-05-13 | Drafted | 4 | Strategic Risk Register |
| Tech / SRE working group | Weekly | 2026-05-15 | Logged | 2 | Operational Runbooks |
| Product / Conduct review (informal) | Monthly | 2026-05-06 | Drafted | 1 | Programme Governance |
| Founder · counsel touchpoint | Weekly | 2026-05-16 | Logged | 2 | Approval & Sign-Off |
§05 · Resolution tracker
Board / Shareholder Resolution Tracker (YTD)
| ID | Type | Subject | Date | Form | State |
|---|---|---|---|---|---|
| BR-2026-01 | Board | Approve FY24 accounts filing | 2026-01-22 | Written | Filed |
| BR-2026-02 | Board | Adopt v2 Articles | 2026-02-11 | Minuted | Filed |
| BR-2026-03 | Board | Open primary banking facility | 2026-02-26 | Written | Logged |
| BR-2026-04 | Board | Approve vendor master agreement (cloud) | 2026-03-12 | Written | Logged |
| BR-2026-05 | Board | Approve KYC vendor master agreement | 2026-03-19 | Written | Logged |
| BR-2026-06 | Board | Adopt policy/control library v1 | 2026-03-24 | Minuted | Logged |
| BR-2026-07 | Board | Approve insurance binder | 2026-04-02 | Written | Logged |
| BR-2026-08 | Board | Approve auditor engagement scope (draft) | 2026-04-15 | Written | Counsel-pending |
| BR-2026-09 | Board | Approve wind-down trigger map (draft) | 2026-04-22 | Written | Counsel-pending |
| BR-2026-10 | Board | Adopt risk acceptance DEC-005 founder-root | 2026-04-28 | Minuted | Logged |
| BR-2026-11 | Board | Adopt risk acceptance DEC-018 cockpit internal-only | 2026-05-06 | Written | Logged |
| BR-2026-12 | Board | Adopt risk acceptance DEC-022 US engagement deferred | 2026-05-09 | Minuted | Logged |
| SR-2026-01 | Shareholder | Confirmation of authorised representatives | 2026-04-30 | Written | Logged |
| SR-2026-02 | Shareholder | Approve advisor share-option pool (draft) | 2026-05-12 | Written | Counsel-pending |
§06 · Delegated authority matrix
Delegated Authority & Signatory Powers
| Domain | Threshold | Single-party limit | Two-party required | Founder-only | Counsel-binding |
|---|---|---|---|---|---|
| Operating spend | £0–£X | £X | > £X | — | — |
| Vendor contract execution | Any | — | Always (counsel + founder) | Tier-1 vendor only | Yes |
| Banking · account opening | Any | — | Always (two directors) | — | — |
| Regulator-facing communication | Any | — | Counsel + Founder | — | Yes |
| Client-facing material contracts | Any | — | Counsel + Founder | — | Yes |
| Hiring / contractor commitments | Any | Standard offer | Senior / officer offers | Director offers | — |
| Founder-root system access | Any | Founder | SoD pair on Tier-1 rollback | Yes | Accepted risk DEC-005 |
| External board/regulator language | Any | — | Counsel-locked CTL-010 | — | Yes |
Founder-root standing access is an accepted risk (DEC-005) and is offset by SoD pairs and Tier-1 two-party rollback in the User Role & Permissions and Release Control centres.
§07 · Directors / shareholders / officers
Directors · Shareholders · Officers Register
| Role | Person (counsel-redacted) | Appointed | Conflicts declared | State |
|---|---|---|---|---|
| Director · Founder | [Founder · redacted] | 2024-04 | 2026-04-22 | Active |
| Director · Independent | [Director · redacted] | 2025-09 | 2026-04-22 | Active |
| Secretary / Officer | [Founder-secretary · redacted] | 2024-04 | 2026-04-22 | CoSec single-party |
| Shareholder · Founding | [Founder · redacted] | 2024-04 | — | Active |
| Shareholder · Co-founder / advisor pool | [Counsel-pending] | — | — | Counsel-pending |
Personal data is counsel-redacted in this Centre. Full register is maintained off-screen with counsel + cosec dual-access.
§08 · Material contracts register
Material Contracts (counsel-curated)
| ID | Counterparty | Type | Counsel-bound | Linked centre | Linked pack | State |
|---|---|---|---|---|---|---|
| MC-001 | Primary cloud vendor | Master services | Yes | Vendor Risk | Outsourcing Concentration | Signed · in force |
| MC-002 | KYC / identity vendor | Master services | Yes | Client Lifecycle & Entitlements | KYC/KYB | Amendment open |
| MC-003 | Counsel firm | Engagement letter | Yes | Policy / Control Library | Policy Attestation | Signed · in force |
| MC-004 | Auditor (proposed) | Engagement letter | Yes | Vendor Risk | Outsourcing Concentration | Drafted |
| MC-005 | Primary banking provider | Banking facility | Yes | Financial Controls | Capital/Liquidity | Signed · in force |
| MC-006 | Insurance broker | Insurance binder | — | Operational Runbooks | Incident | Signed · in force |
| MC-007 | Founder advisory · individual | Advisor agreement | Yes | Operating Model | — | Renewal due |
§09 · Licences / permissions posture
Regulatory Licences / Permissions Posture
| Jurisdiction | Permission | Status | Counsel | Linked centre | Notes |
|---|---|---|---|---|---|
| UK · FCA | Pre-engagement scoping | Mapping | Required | Regulatory Change Horizon | Not authorised; pre-engagement mapping only |
| EU · multi-NCA | Mapping only | Mapping | Required | Jurisdiction Playbooks | Counsel-bound; no application filed |
| US · SEC / FINRA | Counsel-deferred | Deferred | Required | Jurisdiction Playbooks | DEC-022 acceptance — counsel-deferred |
| CH · FINMA | Pre-engagement scoping | Mapping | Required | Jurisdiction Playbooks | Mapping only; no filing |
| SG · MAS | Mapping only | Mapping | Required | Jurisdiction Playbooks | Mapping only; no filing |
| AE · DFSA / FSRA | Counsel-deferred | Deferred | Required | Jurisdiction Playbooks | Mapping only; counsel-bound |
Nothing in this register implies authorisation, registration, exemption, or supervisory acceptance in any jurisdiction.
§10 · Approvals workflow
Corporate Approvals Workflow
| Step | Drafter | Reviewer | Approver | Filing | Audit log |
|---|---|---|---|---|---|
| 1 · Request | Owner | — | — | — | logged |
| 2 · Counsel review | Owner | Counsel | — | — | logged |
| 3 · CoSec review | Owner | Company Secretary | — | — | logged |
| 4 · Board / shareholder approval | — | — | Founder + Director (or shareholder) | — | logged |
| 5 · Execution | — | — | Signatory per delegated authority | — | logged |
| 6 · Filing / register update | CoSec | — | — | Companies House / register | logged |
| 7 · Evidence-pack linkage | Evidence Owner | — | — | — | cross-linked |
§11 · Governance calendar
Governance Calendar (next 90d)
| Date | Event | Body | Owner | Prep state |
|---|---|---|---|---|
| 2026-05-22 | Bi-weekly Risk & Compliance Committee | R&C Committee | Compliance | Drafted |
| 2026-05-23 | Counsel countersign window | Founder · Counsel | Counsel | Pending |
| 2026-06-04 | Monthly Board meeting | Board | Founder | Drafting |
| 2026-06-18 | Auditor engagement decision | Board · Counsel | Counsel + Founder | Drafted |
| 2026-07-09 | Monthly Board meeting | Board | Founder | Pending agenda |
| 2026-07-31 | Annual confirmation statement window | CoSec | Founder-secretary | Tracking |
| 2026-08-15 | Conflicts re-attestation | All officers | CoSec | Due |
| 2026-08-22 | Policy / Control Library re-attestation | Counsel · Founder | Counsel | Counsel-bound |
§12 · Evidence-to-pack traceability
Records → Pack Traceability Matrix
| Record | Pack | Retention | Counsel-binding | Linked centre |
|---|---|---|---|---|
| Articles · v2 | Policy Attestation | Permanent | Yes | Policy / Control Library |
| Board minutes (12mo) | Board-Pack Attestation | Permanent | Yes | Strategic Reporting |
| Resolution log (YTD) | Board-Pack Attestation | Permanent | Yes | Approval & Sign-Off |
| Delegated authority matrix | Policy Attestation · Activity Perimeter | 7y | Yes | User Role & Permissions · Release Control |
| Conflicts register | Policy Attestation · Conduct Risk MI | 7y | — | Conduct Risk MI (planned) |
| Material contracts register | Outsourcing Concentration · Partner Route · KYC/KYB · Capital/Liquidity | Per-contract (typ. 6–10y) | Yes | Vendor Risk · Client Lifecycle · Financial Controls |
| Licences / permissions posture | Regulatory Digital Twin · Regulatory Exam Response | 5y | Yes | Jurisdiction Playbooks · Regulatory Change Horizon |
| Officer / PSC registers | — | Permanent | — | — |
| Governance calendar | Product Governance · Board-Pack Attestation | 3y | — | Programme Governance · Strategic Reporting |
| Approvals workflow audit log | Activity Perimeter | 7y | — | Approval & Sign-Off |
§13 · Stakeholder views
Records Briefing Posture
Founder / Admin
Cockpit on resolutions, approvals, calendar, conflicts, signatory powers.
Board reviewer
Board minutes, resolutions, committee state, governance calendar. Non-binding.
Company Secretary / Governance owner
Statutory registers, filings cadence, resolution form (written/minuted), retention.
Compliance / Legal
Counsel-bound rows, licences/permissions posture, conflicts register, policy attestations.
Finance
Banking contracts, insurance binder, advisor share-option pool draft, auditor scope.
Operations
Governance calendar, approvals queue, evidence-pack linkage.
Evidence Owner
Records→pack traceability, retention windows, cross-link integrity.
Investor-review room
Counsel-curated read-only. Not an offer or solicitation.
Regulator-review room
Counsel-curated read-only. Not a regulator submission.
Auditor / Assurance reviewer
Engagement-letter gated. Not an audit opinion.
§14 · External bundle gates
External Records-Bundle Gates
Currently 2 of 4 met. Mirrors prior centres' posture.
| Gate | Acceptance criterion | Counsel-binding | State |
|---|---|---|---|
| 1 | Counsel-locked language across any external corporate / governance surface | Yes | Pending |
| 2 | Shareholders' agreement + advisor share-option pool counsel-countersigned | Yes | Not met |
| 3 | All linked records hashed / cross-linked within retention windows | — | Met |
| 4 | Conflicts re-attestation + delegated authority refresh within 30 days | — | Met |
§15 · Stale records / approvals alerts
Stale Records & Approval Alerts
| ID | Alert | Record | Owner | Age (d) | State |
|---|---|---|---|---|---|
| AL-01 | Shareholders' agreement counsel-pending | cn-03 | Counsel | 16 | Pending |
| AL-02 | KYC vendor contract amendment open | MC-002 | Counsel + Founder | 21 | T1 open |
| AL-03 | Auditor engagement letter unsigned | MC-004 | Counsel | 9 | Drafted |
| AL-04 | BR-2026-08 auditor scope resolution counsel-pending | rs-08 | Counsel | 33 | Pending |
| AL-05 | BR-2026-09 wind-down trigger resolution counsel-pending | rs-09 | Counsel | 26 | Pending |
| AL-06 | SR-2026-02 advisor share-option pool counsel-pending | rs-14 | Counsel | 6 | Pending |
| AL-07 | Advisor agreement renewal due | MC-007 | Counsel | 30 | Renewal due |
| AL-08 | Conflicts re-attestation due | cn-10 | CoSec | 26 | Due 2026-08-15 |
§16 · Acceptance criteria
Centre Acceptance Criteria
- Every entity row names jurisdiction, status, type, constitutional doc, and filings cadence.
- Every constitutional/statutory record names version, last review, counsel/cosec state, and current/static/stale state.
- Every resolution names type (Board/Shareholder), subject, date, form (written/minuted), and filing state.
- Every delegated authority row names threshold, single-party limit, two-party requirement, founder-only flag, and counsel-binding flag.
- Every material contract names counterparty, type, counsel-binding flag, linked centre + pack, and state.
- Every record traces to a 21-spine pack, retention window, owner, and linked centre.
- External-facing corporate language remains counsel-locked. Centre is internal-only.
§17 · Audit trail
Records Centre Audit Events (last 10)
| Event | When | Actor | Centre | Pack |
|---|---|---|---|---|
| Records register opened | 2026-05-18T07:30Z | founder-admin | Legal Entity & Governance Records | — |
| KPI strip recomputed | 2026-05-18T07:31Z | system | Executive Cockpit | — |
| Resolution BR-2026-12 cross-linked | 2026-05-18T07:32Z | founder-admin | Strategic Reporting | Board-Pack Attestation |
| Conflicts re-attestation reminder dispatched | 2026-05-18T07:34Z | system | Policy / Control Library | Policy Attestation |
| Auditor engagement letter draft synced | 2026-05-18T07:36Z | counsel | Vendor Risk | Outsourcing Concentration |
| Shareholders' agreement draft v0.4 logged | 2026-05-18T07:38Z | counsel | Approval & Sign-Off | Policy Attestation |
| Licences posture mapping refreshed | 2026-05-18T07:40Z | counsel | Regulatory Change Horizon | Regulatory Digital Twin |
| Governance calendar synced to Programme Governance | 2026-05-18T07:42Z | founder-admin | Programme Governance | Product Governance |
| Material contracts register hashed | 2026-05-18T07:45Z | system | Vendor Risk | Outsourcing Concentration |
| External-bundle gate state sealed | 2026-05-18T07:48Z | counsel | Production Go/No-Go | Activity Perimeter |
§18 · Conservative limitations
What this Centre is NOT
- Not legal advice. Counsel countersign is the binding signal for any external-facing corporate / governance language.
- Not external counsel opinion. Internal records posture only.
- Not company-secretarial completion. CoSec functions are tracked here but executed by the company secretary outside this view.
- Not regulator approval, registration, licensing, exemption, or supervisory acceptance.
- Not certification or accreditation of any governance framework.
- Not an audit opinion. Auditor engagement letter remains unsigned.
- Not a regulator submission. Regulator-room view is counsel-curated and read-only.
- Not corporate validity confirmation. Statutory registers are referenced internally but not certified here.
- Not investor approval. Investor-room view is counsel-curated and read-only. Not an offer or solicitation.
- Not authorization for external launch. External bundle gates 1 and 2 not yet met.