Legal And Business Walkthrough

This is a practical walkthrough, not legal or tax advice.

Business Name

Current saved command-center identity:

• Business/legal name: Porter Labs LLC
• Public product name: NyrA Swarm Little Buddy Pro
• Public domain: porterlabz.com
• Entity path: SC LLC

Keep these separate in every packet: Porter Labs LLC is the business/legal identity, porterlabz.com is the public domain spelling, and NyrA Swarm Little Buddy Pro is the product offer. Do not rewrite the company as Porter Labz just because the domain uses labz.

Name Clearance Steps

1. Search South Carolina Business Entities Online.
2. Search USPTO Trademark Search for exact and similar marks.
3. Search exact and confusingly similar domains for Porter Labs, Porter Labz, NyrA, and NyrA Swarm Little Buddy.
4. Search social handles and app store names.
5. Search web generally for similar AI assistant or software names.
6. If serious, have a trademark attorney do clearance before spending heavily on brand.

Current Paid-Beta Readiness Handoff

Generated command-center state refreshed on 2026-07-10 still says No-Go Live Money and Internal Alpha Only. Current generated packets show 9 P0 deployability blockers, 8 user handoffs, 0 waiting handoff-secret rows, 14 deployment secret-store items, and 1 ready-for-Codex row: mobile-bridge-bundled-url on pages/cloud-mobile-bridge.html, field mobileBridge.bundledBridgeUrl, upload slot cloud-handoff. Handoff delta shows no new cleared rows since the latest baseline. Attorney/accountant review is still not approved for paid beta. Ready For Cloudflare Deploy only means the command-center cloud runbook is locally ready; Cloud Bootstrap still has resource/deploy work, and that status does not clear attorney, accountant, tax, Stripe, support, cloud sync token, signing, phone-proof, or secret-store review. This walkthrough must not be used to mark any of those reviews complete.

Exact user-owned blockers:

1. Keep billingRehearsal.attorneyReviewStatus at Not approved or Ready for review until attorney/accountant review clears paid beta. Only then mark Approved and upload sanitized proof to legal-review.
2. Confirm the final business/legal identity for Stripe receipts, policies, code signing, and tax records. The current saved value is Porter Labs LLC.
3. Upload entity evidence to llc-documents after the South Carolina filing is final. Avoid SSN, full EIN, bank details, owner home address, or private account credentials in screenshots.
4. Save EIN status only as a status field. Do not paste the EIN into Markdown, CSV, screenshots, chat, or dashboard notes.
5. Have refund, cancellation, privacy, support, paid-beta, and tax language reviewed before enabling live payments.
6. Keep billing rehearsal in test until the legal/accounting review, support inbox roundtrip, Customer Portal, webhook, backend URL, Stripe secrets, and release trust gates are all green.
7. Use the Secret Store Setup Pack for Stripe, webhook, license, Android download-ticket, and command-center tokens. Docs may show placeholders only.
8. Treat llc-documents as entity evidence only. It does not clear legal-review, tax review, live Stripe authorization, support readiness, release trust, or secret-store setup.
9. Run the physical phone bridge self-test from the installed Android APK after the stable bridge deploy. Browser or desktop preview evidence does not clear mobileBridge.lastPhoneSelfTest.
10. Keep the command-center Cloudflare deploy handoff separate from paid-beta clearance: after Worker deploy, set NYRA_COMMAND_CENTER_API_URL and NYRA_COMMAND_CENTER_TOKEN only in temporary shell/browser storage, then run cloud sync/roundtrip without writing tokens into repo artifacts.

Current source routes to use after any user update:

• Business/legal review field: billingRehearsal.attorneyReviewStatus
• Legal review upload slot: legal-review
• LLC/evidence upload slot: llc-documents
• Support roundtrip field: billingRehearsal.supportInboxConfirmed
• Billing backend field: billingRehearsal.backendBaseUrl
• Stripe webhook field: billingRehearsal.webhookEndpointUrl
• Customer Portal field: billingRehearsal.customerPortalConfigured
• Verification: npm run deployability:preflight && npm run intake:scan && npm run handoff:delta && npm run daily:brief

Entity Path

Option A: Sole proprietor first

Pros:

• Fastest.
• No LLC filing delay.
• Can use Stripe as an individual if approved.

Cons:

• Less legal separation.
• Looks less professional.
• Harder to buy organization-validated code signing.
• Harder to separate business finances cleanly.

Option B: South Carolina LLC first

Pros:

• Cleaner Stripe/business/bank/signing setup.
• Better liability separation when maintained correctly.
• Better brand credibility.

Cons:

• Filing and admin required.
• Registered agent/address considerations.
• Must maintain bookkeeping and business separateness.

Recommendation: form the LLC before public paid launch if the goal is serious revenue, signed Windows distribution, and Stripe payouts under a business identity.

South Carolina Setup

1. Search name.
2. Choose registered agent with SC street address.
3. File Articles of Organization.
4. Pay state filing fee.
5. Save stamped articles.
6. Draft operating agreement, even if single-member.
7. Get EIN from IRS.
8. Open bank account.
9. Register tax accounts if needed through MyDORWAY.
10. Keep business records separate.

Tax And Sales Tax

South Carolina DOR says retail sellers, including certain internet sellers, may need a Retail License for sales subject to Sales and Use Tax. Software/subscription tax treatment can be fact-specific. Confirm with SCDOR/accountant before live sales.

Checklist:

• Decide if NyrA subscription is taxable in SC.
• Decide whether to enable Stripe Tax.
• Keep invoices and payout records.
• Track AI costs as COGS.
• Track refund/dispute losses.
• Set aside income tax money from payouts.

BOI

FinCEN currently says domestic U.S. entities and U.S. beneficial owners are exempt from BOI reporting under the March 2025 interim final rule. Verify the current FinCEN BOI page before filing or deciding not to file because this rule has changed before: https://www.fincen.gov/boi

Legal Docs Needed

• Privacy Policy.
• Terms of Service.
• EULA.
• Refund and Cancellation Policy.
• Security Policy.
• AI Data Processing Notice.
• Support Policy.

High-Risk Legal/Policy Issues For NyrA

• Always-listening claims.
• Voice identification/biometric claims.
• Screen/camera capture.
• Stored local memory and passive transcripts.
• Third-party AI provider data transfer.
• Computer control and high-impact actions.
• Subscription cancellation and final-sale refund claims.
• Windows installer trust and code signing.

Do Not Say In Marketing

• Full access to everything.
• Does anything you ask.
• Always listening to everything.
• Learns your voice as identity/authentication.
• Secure/private without controls.
• Offline/local-only while cloud providers are required.
• Sentient or has a soul as a literal product claim.