OpenGreffe
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Hajjar, Alex
A company register is a centrepiece of the legal existence of firms in a given country. Usually, these registers are state-controlled. Can we conceive a register that is decentralised? We will present OpenGreffe, an Ethereum-based register based on simple legal foundations of the French Code Civil. What is OpenGreffe? It's a public blockchain-based registry of firms, in the sense of "société de fait" of the Art. 1832 of the French Code Civil. This registry open but is maintained by selected agents, based on reputation. To kickstart reputation: we can base it on existing real-world business reputation. Each entry in the registry is consisting of: a company identification (name, associates, capital) an Ethereum address owned by the associates a stamp of approval by a registry maintainer a date. The goal: make it possible for anyone to register a company and build reputation for it in the Ethereum world, so as to raise funding, loans, use insurance, etc. Lifecycle of a registration Some founders agree on starting the business. They share an Ethereum address on a multi-sig wallet. They go see some 2+ existing registry maintainers (like Legalstart plus another lawyer company), and ask them to perform KYC/KYB to verify that capital is well shared and that they indeed aim to work together on some projects. The registry maintainers commit the change to the OpenGreffe database. The founders can start building their Ethereum-based business, using the Ethereum address that has been written in the registry. After some months/years, for example some external auditors (like Euler-Hermes, an insurance company) can start scoring the new company for their credit defaults and account payables. Good news: they give an AAA rating, because the founders did well! After some more time, when the founders want to raise a loan, they can claim being proper on their credit payments thanks to external auditors! All of this, without the use of any state institution! Notes: step 6 is possible thanks to OpenGreffe only. Indeed, without the registry, good account payables behavior on a given Ethereum address couldn't be linked to a company identification. Question TBD: why do we need anything other than an Ethereum address? Why identify associates and a company name...?
 Yes. Okay. Hello. Happy to be here. So I'm going to present to you OpenGraph. First of all, so this is no working software. It's just proceedings of a hackathon on which we worked at the early starts with Annie, with the Annie audience. And the basic team is about making software that opens the web. I'll give you a brief introduction about why we are talking about this. First, it's about creating companies, how does the process work, and how to make it more open. And so this is called incorporation. So creating company incorporation is the same thing. Incorporation is today is a closed process, which is basically updated every 50 years. I'm taking France as a reference since that's where we are working on that. And we wanted to try to apply lessons from Open Source world to that, and also make things public on public work chains so as to be more, okay, so as to be more auditable and have public records for companies which is maintained collectively. Brief words, I'm going to tell you about how incorporating work is today. So as I was saying, it's a closed process, meaning it's written in law and it doesn't change much. And it's tedious, as you can imagine, especially in France. And the last thing is that this process is entirely owned by entities called GREF, which are state managed. And so what we would like to do is to start from base principles about what does creating company mean, and try to do this with code and updates that keep state on the blockchain about that. So I'll go through, I'll start really from the basics, and that will be most of what I explained during this talk. So a base attribute about the company, as I wrote there in some sort of code, a name, list of associates, or founders, if you want, and an amount which is allocated to the company, which is usually called capital. A company indeed is defined as a very, it's very core as being a set of associates, bringing capital together to work on a common goal. And that's an actual definition of a company. I'm just going to augment this with an Ethereum address, because basically if you want to make business on the blockchain, you would like to have that. And the idea there is to have a smart contract, which is going to be a record in which we are going to insert new companies, and as they are inserted, it means that they are created and you can identify them from now on. So this process is basically mimicking, doing very much closely the same thing as what's going on in real life when you incorporate the company actually, but really based on only the core principles of it. I'm going to explain now how this would work in actual real life, and this is how the code that we did is working more or less. So associates against founders set up, for example, a multi-seq address in which they are going to send their capital, so the amount which they want to start doing business. They submit this to the Open Graph record. Then as a second step, it's important that there is a verifier, which is going to be an entity, a company, something which is going to do the work of looking up the associates, making sure they exist, making sure that the capital has been allocated, and do basically all the stuff that you need to do to make sure that things are in order. Once verifiers have done their job, that's the point where the company actually can be, we can say that it exists from this point on. And then the last step is just to give sense to all of this. You do that so that other businesses can look you up afterwards. So I'm going to show an example of what we tried to do. So this merges steps one and two, so basically you just upload some data about the company, just all the things you need so as to identify the company along with an Ethereum address. And then that's what I was saying, to give sense to this. If I am another business, for example, if I want to start doing business with an Ethereum address, I will look up the Ethereum address through a tool like this one, like this spring chart, and find this address indeed corresponds to a business, and I have details about this business. So it's resolution of a business based on Ethereum addresses. And these are those, as I said, identifying companies based on their Ethereum address. And this allows two other, what I think are important values of why do you want to register and cooperate companies. It's building long term trust because then any business that you are going to do with this company, if you are doing good business, you're going to build trust. If you are doing bad business, you're going to destroy trust on your company. So that's basically a reputation system. And also accountability of associates. As you can look up who they are based on the company, you can sue them, for example, if something goes wrong. And so what I explained there is actually based on actual low concepts, especially what is called Société en participation in French law, which allows to create, so doing this would create a Société en participation which has unlimited liability and you can't do much of all the legal things with it. So basically you can't build contracts based on the company identification. So all this have to link contracts back to the associates. So it's very limited, but it exists. So there is kind of a legal ground to that. So now I've explained in some quick words how I start from the base principles of what is a company and we try to build a new kind of incorporation process. Now, how is it interesting? So I think first of all it's opening a closed system, which is most of what other similar blockchain projects would be doing, replacing the monopoly of graphs, notably. It's doing things more auditable and secure. So as you move processes on-chain, you can audit and verify them. The verifying process, verification process, we can think about moving it more on-chain. So that would be an interesting topic. It allows doing on-chain business because I'm linking and mapping interim addresses to companies. And I think one of the interesting points there is also that it opens up the discussion about how the process of incorporating a company is working. And that's where maybe it relates most to the open source values of that. So yeah, repeating myself a bit there, but trying to bring up a source goodness to existing processes which are today managed by law is one of the goals of that. Yeah, I guess I'm done. If you have any feedback, I'm interested in that. And as I was saying, that's more about opening discussion and trying to think about ways we can move existing legal processes to code and innovate on that. Thanks. Any questions? So the company, the corporation also needs to be registered with the state or is just enough to do this thing in the state? Yeah, so indeed you don't have to register the company through traditional means. So let me state it another way. So if you do the process as I explained and only this process, you will be recognized as Société en Participation in France. So it doesn't bring a lot of legal protection or stuff, but it actually allows you to start doing business. So that's what I was saying, starting from base principles, it doesn't bring at all all the other of the existing legal frameworks. It's just about the very core. How many companies did you incorporate with the system and how is this perceived by officials? So as I was saying, it's just an idea that we did while working on a hackathon. So that's more of an idea stage. And as a developer, what I found interesting, maybe that answers your question, is to try to think about law as being a set of rules that we could encode somehow. So that's more of that, right? The result of what we did, I think, is that. Not more for now. I think it's very interesting. Thanks. So was it related to legal hackers? No. So that's a group where they try to bring law and competition. Yeah, I heard about that. But no. Yeah, but I think it's interesting because you have a similar concept also in Germany, for example, where people can do business, but they have this kind of Société en Participation. And doing it on the chain, then you are more accountable and everything you do in this cooperation, then it's on the chain. And if you have to do your text declaration or so, you just say, oh, it's here. And that's it. Yeah. Can you explain a bit more about the verifiers? How do they work? Do they verify the amount and also the identity? For example, if someone registers in my name, then is it going to be approved for? Yeah, so I haven't talked about this much, but verifiers would need to be doing what we call due diligence. So it's kind of know your customer. It's called several ways, but you would have to verify that the actual people that, for example, own the multi-seq address are indeed the people that are going to be registered. So this would need to be done off-chain, right? They don't have a solution to that for now. Very still time for a couple of questions. All right, let's take a second to get it all again. So verifiers in half an hour break for lunch. And the next talk will be at 1 a.m., I think.
 Yes.  Okay.  Hello.  Happy to be here.  So I'm going to present to you OpenGraph.  First of all, so this is no working software.  It's just proceedings of a hackathon on which we worked at the early starts with Annie,  with the Annie audience.  And the basic team is about making software that opens the web.  I'll give you a brief introduction about why we are talking about this.  First, it's about creating companies, how does the process work, and how to make it more open.  And so this is called incorporation.  So creating company incorporation is the same thing.  Incorporation is today is a closed process, which is basically updated every 50 years.  I'm taking France as a reference since that's where we are working on that.  And we wanted to try to apply lessons from Open Source world to that,  and also make things public on public work chains so as to be more,  okay, so as to be more auditable and have public records for companies which is maintained collectively.  Brief words, I'm going to tell you about how incorporating work is today.  So as I was saying, it's a closed process, meaning it's written in law and it doesn't change much.  And it's tedious, as you can imagine, especially in France.  And the last thing is that this process is entirely owned by entities called GREF,  which are state managed.  And so what we would like to do is to start from base principles about what does creating company mean,  and try to do this with code and updates that keep state on the blockchain about that.  So I'll go through, I'll start really from the basics, and that will be most of what I explained during this talk.  So a base attribute about the company, as I wrote there in some sort of code,  a name, list of associates, or founders, if you want,  and an amount which is allocated to the company, which is usually called capital.  A company indeed is defined as a very, it's very core as being a set of associates,  bringing capital together to work on a common goal.  And that's an actual definition of a company.  I'm just going to augment this with an Ethereum address,  because basically if you want to make business on the blockchain, you would like to have that.  And the idea there is to have a smart contract,  which is going to be a record in which we are going to insert new companies,  and as they are inserted, it means that they are created and you can identify them from now on.  So this process is basically mimicking, doing very much closely the same thing as what's going on in real life  when you incorporate the company actually, but really based on only the core principles of it.  I'm going to explain now how this would work in actual real life,  and this is how the code that we did is working more or less.  So associates against founders set up, for example, a multi-seq address in which they are going to send their capital,  so the amount which they want to start doing business.  They submit this to the Open Graph record.  Then as a second step, it's important that there is a verifier,  which is going to be an entity, a company, something which is going to do the work of looking up the associates,  making sure they exist, making sure that the capital has been allocated,  and do basically all the stuff that you need to do to make sure that things are in order.  Once verifiers have done their job, that's the point where the company actually can be,  we can say that it exists from this point on.  And then the last step is just to give sense to all of this.  You do that so that other businesses can look you up afterwards.  So I'm going to show an example of what we tried to do.  So this merges steps one and two, so basically you just upload some data about the company,  just all the things you need so as to identify the company along with an Ethereum address.  And then that's what I was saying, to give sense to this.  If I am another business, for example, if I want to start doing business with an Ethereum address,  I will look up the Ethereum address through a tool like this one, like this spring chart,  and find this address indeed corresponds to a business, and I have details about this business.  So it's resolution of a business based on Ethereum addresses.  And these are those, as I said, identifying companies based on their Ethereum address.  And this allows two other, what I think are important values of why do you want to register  and cooperate companies. It's building long term trust because then any business that you are going to do  with this company, if you are doing good business, you're going to build trust.  If you are doing bad business, you're going to destroy trust on your company.  So that's basically a reputation system.  And also accountability of associates. As you can look up who they are based on the company,  you can sue them, for example, if something goes wrong.  And so what I explained there is actually based on actual low concepts,  especially what is called Société en participation in French law, which allows to create,  so doing this would create a Société en participation which has unlimited liability  and you can't do much of all the legal things with it.  So basically you can't build contracts based on the company identification.  So all this have to link contracts back to the associates.  So it's very limited, but it exists. So there is kind of a legal ground to that.  So now I've explained in some quick words how I start from the base principles of what is a company  and we try to build a new kind of incorporation process.  Now, how is it interesting?  So I think first of all it's opening a closed system, which is most of what other similar blockchain projects would be doing,  replacing the monopoly of graphs, notably.  It's doing things more auditable and secure.  So as you move processes on-chain, you can audit and verify them.  The verifying process, verification process, we can think about moving it more on-chain.  So that would be an interesting topic.  It allows doing on-chain business because I'm linking and mapping interim addresses to companies.  And I think one of the interesting points there is also that it opens up the discussion about how the process of incorporating a company is working.  And that's where maybe it relates most to the open source values of that.  So yeah, repeating myself a bit there, but trying to bring up a source goodness to existing processes which are today managed by law is one of the goals of that.  Yeah, I guess I'm done.  If you have any feedback, I'm interested in that.  And as I was saying, that's more about opening discussion and trying to think about ways we can move existing legal processes to code and innovate on that.  Thanks.  Any questions?  So the company, the corporation also needs to be registered with the state or is just enough to do this thing in the state?  Yeah, so indeed you don't have to register the company through traditional means.  So let me state it another way.  So if you do the process as I explained and only this process, you will be recognized as Société en Participation in France.  So it doesn't bring a lot of legal protection or stuff, but it actually allows you to start doing business.  So that's what I was saying, starting from base principles, it doesn't bring at all all the other of the existing legal frameworks. It's just about the very core.  How many companies did you incorporate with the system and how is this perceived by officials?  So as I was saying, it's just an idea that we did while working on a hackathon.  So that's more of an idea stage.  And as a developer, what I found interesting, maybe that answers your question, is to try to think about law as being a set of rules that we could encode somehow.  So that's more of that, right?  The result of what we did, I think, is that. Not more for now.  I think it's very interesting.  Thanks.  So was it related to legal hackers?  No.  So that's a group where they try to bring law and competition.  Yeah, I heard about that.  But no.  Yeah, but I think it's interesting because you have a similar concept also in Germany, for example, where people can do business, but they have this kind of Société en Participation.  And doing it on the chain, then you are more accountable and everything you do in this cooperation, then it's on the chain.  And if you have to do your text declaration or so, you just say, oh, it's here.  And that's it.  Yeah.  Can you explain a bit more about the verifiers? How do they work? Do they verify the amount and also the identity?  For example, if someone registers in my name, then is it going to be approved for?  Yeah, so I haven't talked about this much, but verifiers would need to be doing what we call due diligence.  So it's kind of know your customer. It's called several ways, but you would have to verify that the actual people that, for example, own the multi-seq address are indeed the people that are going to be registered.  So this would need to be done off-chain, right?  They don't have a solution to that for now.  Very still time for a couple of questions.  All right, let's take a second to get it all again.  So verifiers in half an hour break for lunch. And the next talk will be at 1 a.m., I think.
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