Legal WG · Execute IP & asset transfer from the Radix Foundation

For the DAO to run Radix, its brand, trademarks, code repositories, domains and treasury assets must be transferred from the Radix Foundation to Radix DAO LLC. The Foundation wrote on 28 April 2026 that it intends the remaining treasury to transfer to a community entity once one is established, subject to the legal and compliance steps a transfer requires, and that what transfers depends on the progress made before its operations wind down. It has not published an inventory. The Operating Agreement calls the party handing assets over the "Founding Transferor" and does not name it (§1.10): its identity is recorded in the Continuity Statement.

What the Foundation has committed, 31 October 2026

On 31 October 2026 the Transition RAC published the list of assets the Foundation had told it the DAO would receive, while stating that the matter is not closed:

• about 2.7bn $XRD;
• 100k USD in stablecoins, possibly a little more, depending on the Foundation's remaining expenses, including its wind-down;
• further stablecoins the council does not disclose, because they are allocated to market making, which it says would stop if the amount were published.

The handover is to be made as a grant to Radix DAO LLC, with counsel advising, so that the company receives the assets without encumbrance. Web credentials, repositories, source code and other assets are still being identified. The council says it is still working with the Foundation to execute the handover, so no transfer had been made when the list was published.

The list comes from the Foundation through the council rather than from the Foundation itself. It is the disclosure the council had waited for before announcing the company's incorporation on 9 October.

The handover is now an activation condition

The Operating Agreement – the master legal instrument of Radix DAO LLC, filed by the Transition RAC at formation – makes the transfer two of the ten Activation Conditions in Schedule 5, the checklist that decides when the DAO stops being advisory and becomes binding:

• Condition 8 – the Continuity Statement(s) required under Article IX have been executed. Evidence: the executed statements, recorded under clause 9.14.
• Condition 9 – the principal asset-transfer steps have been completed or formally initiated by the Asset Transferor. Evidence: written confirmation from the Asset Transferor.

Both are marked as depending on a third party, and that party is the Foundation. Six of the ten conditions carry an external dependency – the Registrar of Corporations for formation, the Registrar and registered agent for the BOIR filing, the KYC provider, the custody provider, and the Foundation twice. The remaining four, including the ratification vote and the Permanent RAC election, are the DAO's own to satisfy.

Condition 9 is met when the principal transfer steps are completed or formally initiated, evidenced by the Asset Transferor's written confirmation. Activation can therefore arrive with assets still in flight, and activation does not settle the inventory question this card raises.

What may be transferred, and on whose word

Article IX sets the receiving side. Clause 9.4 lists what the Company may take: crypto-assets, stablecoins, fiat, web2 credentials, repositories, domains, contractual rights, intellectual property rights, and other assets or control positions, all under approved transfer documentation. Clause 9.3 has the Legal Signatory execute a continuity statement "in substantially the form required by the Founding Transferor" – the transferor sets the form.

Clause 9.5 states the diligence posture plainly: the Company receives assets in good-faith reliance on the transferring party's representations, without prejudice to its rights or remedies should those representations prove inaccurate or misleading. There is no independent verification step written into the agreement. On the inventory question this card asks, that is the answer as drafted – the DAO takes the Foundation's account of what it is receiving, and keeps its remedies.

Once received, the assets are fenced. Clause 9.12 makes transfer or disposal of material treasury assets a protected matter, alongside movement outside approved custody, and transfer, assignment or exclusive licensing of core intellectual property, repositories, domains or critical web2 credentials – each requiring the unanimous signing threshold of the seated Transition RAC rather than the 2-of-3 that clears ordinary treasury actions. Clause 9.8 also anticipates that the custody arrangement and control structure may be documented on a confidential basis where the Founding Transferor requires it, which cuts directly against the published-balance deliverable below.

The Continuity Statement itself will not be published either. The formation table in the governance repository lists it as "Held confidentially – OA §9.14": it is executed in the form the Foundation requires (§9.3), and Activation Condition 8 is met by making the executed instrument available to the Transition RAC, not to the community. What the community can read is the rule in Article IX, not the statement signed under it.

The safe harbour, and the reporting duty attached to it

Clause 8.7 is titled "Foundation-Dependency and External Delay – Safe Harbour", and it sets who is answerable for a slow handover. Delay attributable to the timing or progress of the Asset Transferor's process, to a regulatory requirement it imposes as a condition of transfer, or to anything else outside the Transition RAC's reasonable control, is not a breach by the RAC and does not affect its standing or authority while the delay lasts.

The safe harbour is not free. Where it applies, the Transition RAC must publish a brief written explanation to the Official Venue within 14 days of becoming aware that the dependency is affecting the timeline, and must then update the community at intervals of not less than once every 30 days for as long as the dependency continues. That converts an open-ended wait into a dated, checkable obligation on the DAO's side of the table.

Clause 8.5 fences the discretion from the other direction. Once the evidential proofs for all ten conditions are in the RAC's possession it has no discretion to delay publishing the Activation Statement, and no discretion to delay initiating the Activation Vote within 14 days of that publication; failure is expressly a breach. A condition can be waived only at the entrenched-provision amendment threshold, with the basis and the authorising decision recorded in the Activation Statement.

Deliverables

• Obtain a full inventory of Foundation-held assets (IP, trademarks, domains, code, $XRD and stablecoin balances). Not provided for in the agreement, which relies on the transferor's representations (§9.5).
• Execute the Continuity Statement and the transfer documentation – Activation Conditions 8 and 9.
• Sequence the handover against the P3 Foundation Services wind-down.
• Publish the received treasury balance so the DAO can budget against real figures – subject to the confidentiality the Founding Transferor may require under §9.8.
• Hold the 14-day and 30-day reporting duty under §8.7 to account once a dependency is live.

Dependencies & cross-references

• Operative repository: RadixDAO/governance-framework, which GP-PRE-1 §2B names as the governance repository, with the signed PDF of each ratified document under signed/ since 7 October 2026; since formation on 9 October 2026 the Operating Agreement's source is in legal/ and the filed, signed copy in legal/formation/. Its Operating Agreement is identical to the earlier copy in Shadaffy/radix-dao-governance (compared 24 October 2026), so the clause numbers on this card hold in both.
• Depended on DUNA incorporation, granted on 9 October 2026, so Radix DAO LLC now exists as the transferee.
• Feeds operating budgets and XRD custody; the protected-matter thresholds are the ones set in the treasury multisig card.

Sources

• Operating Agreement – Article VIII (activation), Article IX (asset transfer, treasury, custody), Schedule 5 (activation conditions)
• Governance framework pending adoption – the activation sequence
• Action on P3 Foundation Services
• Questions to the Foundation