Sanctum Corp (SNCTM-Corp)

[PhillinDeBlanc]

Certificate of Incorporation (Corporate Charter) for Sanctum Exchange Corporation ("SNCTM Corp")​

1. Name of Corporation
Sanctum Corporation

2. Incorporators
PhillinDeBlanc (Majority Shareholder & Incorporator)

3. Purpose
The purpose of SNCTM Corp is to engage in any lawful act or activity for which corporations may be organized under the Laws of Alexandria, including but not limited to the acquisition, processing, and market trade of nether building goods, diamonds, iron ingots and rare end goods.

4. Principal Places of Business

• SNCTM Corp HQ: Regent’s Lodge (c-3-regent-st)
• Goods & Commodities Exchange: Regent’s Lodge (c-1-regent-st)

5. Share Structure

• Total Authorized Shares: 672
  • 336 issued as of formation
  • 336 authorized but unissued, subject to Board approval
• Issued Shares Breakdown:
  • 250 Preferred shares (held by PhillinDeBlanc; 2x liquidation preference;
  • 80 Class B Stock (to be IPO’d at £50/share)
  • 1 Class B Stock (held by snow_crp)
  • 5 Class B Stock (held by Mangoyoshi68)

6. Share Class Rights

• Preferred Participating Stock:
  • Equal voting rights with common stock
  • 2x liquidation preference
  • Participation alongside common stock after preference payout

• Class B Common Stock
  • Standard voting rights
  • No special preferences

7. Dividends
Dividends shall be declared at the discretion of the Board. The Board shall determine timing and amount.

8. Governance

• PhillinDeBlanc has effective control of the company via preferred shares.
• Minority shareholders retain voting rights, but not veto rights.

9. Share Issuance and Options

• The Corporation may issue additional shares with Board approval.
• PhillinDeBlanc holds options to purchase up to 126 newly issued shares at £60/share. Options expire on June 6, 2025.

10. Duration
Perpetual existence unless lawfully dissolved.

11. Share Register
Maintained at HQ; lists owners, classes, and transfer history.

12. Assets and Operations
SNCTM Corp owns and operates from two principal properties:

• SNCTM Corp HQ: Regent’s Lodge (c-3-regent-st)
• Goods & Commodities Exchange: Regent’s Lodge (c-1-regent-st)

The Corporation maintains significant physical inventories, specializing in:

• Primary Focus: Goods Exchange. (3 long term slots for Elytra, Diamonds, Iron, 1 short term market slot for in-demand goods).
• Secondary Inventory:
  • Gunpowder-derived goods (TNT, rockets)
  • Mending tools and armor (Netherite, Diamond, and iron)
  • Potions & Potion materials.
  • Nether building goods.
  • Copper Building goods.

13. Fiduciary Duties
Directors must act in good faith and in the best interest of the Corporation, consistent with the Legal Entity Act.

Initial Public Offering (IPO) Filing Document for Sanctum Exchange Corporation ("SNCTM Corp")​

Issuer: Sanctum Corporation
Offering: Initial Public Offering
Offered Shares: 80 Class B Stock
Price: £50/share
Total Raise: £4000
Offer Date: May 19, 2025
Lock-Up: None
Use of Proceeds: Working capital, inventory expansion, upgrading of facilities.

Major Shareholder: PhillinDeBlanc (250 preferred shares)
Options: PhillinDeBlanc may purchase 126 new shares at £60/share, expiring June 20, 2025
Voting Rights: One vote per share (all classes)
Dividend Policy: Board discretion
Listing Status: Direct registration; non-lockup
Locations:

• SNCTM Corp HQ: Regent’s Lodge (c-3-regent-st)
• Goods & Commodities Exchange: Regent’s Lodge (c-1-regent-st)

IPO Prospectus for Sanctum Exchange Corporation ("SNCTM Corp")​

Sanctum Exchange Corporation​

80 Class B Shares to be IPO’d at £50 each
Gross Proceeds: £4000
Valuation: £33,600

1. Business Overview​

SNCTM Corp is a commodities retailer and brokerage firm. The commodities brokerage firm specializes in facilitating trade and collecting market data. The brokerage operates a marketplace with long term and short term slots (Currently 4 commodities slots, 1 short term, 3 long term). Long term slots can be changed once every 3 months at the discretion of the board, while Short term slots may be changed once every 4 weeks (goods selected by shareholder vote).

SNCTM Corp also owns and controls a significant supply of rare minerals, enchanted tools & armor, building materials and other high-value goods, which it sells through its retail storefront. SNCTM Corp operates out of Regent’s Lodge.

2. Corporate Ownership​

• Total Shares Outstanding: 336
• Shares Offered in IPO: 80
• Ownership Summary:
  • PhillinDeBlanc: 250 participating preferred shares
  • Snow_crp: 1 Class B Shares
  • Mangoyoshi68: 5 Class B Shares
  • Public (IPO): 80 Class B Shares

3. Use of Proceeds​

IPO funds will support:

• Expansion of Exchange Floor and the addition of new short and long term commodity exchange slots
• Enhanced inventory logistics (Networks etc)
• Retail presence upgrades
• Strategic reserve funds

4. Governance and Control

• PhillinDeBlanc maintains majority control and sole option rights
• Board retains full discretion on dividends and new issuances
• Minority shareholders retain voting but not blocking rights

5. Operations and Assets​

Owned Properties:

• SNCTM Corp HQ: Regent’s Lodge (c-3-regent-st)
• Goods & Commodities Exchange: Regent’s Lodge (c-1-regent-st)

Core Inventory:

• Diamonds, Iron Ingots, Elytra
• Quartz, Glowstone
• Splash Potions
• Enchanted & mending tools & armor

6. Risk Factors​

• Inventory volatility in niche commodities
• No guaranteed dividends
• Potential dilution from future issuances

 

[PhillinDeBlanc]

Bylaws attached here.

 

[Omegabiebel]

REJECTED.

Your bylaws do not actually hold any power, since they have not been delegated any power by your Certificate of Incorporation. In addition I noticed several paragraphs that are either illegal, clearly wrong or copied from the delaware law the legal entity act was based on.

In addition, IPO documents are not needed here.

 

[PhillinDeBlanc]

REJECTED.

Your bylaws do not actually hold any power, since they have not been delegated any power by your Certificate of Incorporation. In addition I noticed several paragraphs that are either illegal, clearly wrong or copied from the delaware law the legal entity act was based on.

In addition, IPO documents are not needed here.

Are the bylaws the only thing stopping this from being approved?