<!-- source: openspec/changes/establish-studio-entity-baseline/proposal.md -->

<!-- source: openspec/changes/establish-studio-entity-baseline/proposal.md -->

# establish-studio-entity-baseline

> Status: Phase 1 CLOSED + Phase 2 prep shipped (#1872). Phase 2 closure gated on
> operator completing SRL registration with FinExpert; Phase 3 gated on Moldova
> IT Park residency certificate; Phase 4 gated on first quarterly cycle.
>
> Linear: [RAP-1251](https://linear.app/rapoport-studio-slr/issue/RAP-1251/epic-establish-studio-entity-baseline-srl-moldova-it-park-residency) — epic under "Rapoport Studio SLR" team.
>
> Companion / sibling proposals:
> - [`establish-studio-legal-baseline`](../establish-studio-legal-baseline/) — owns `_legal/vendors/*` cards + AI usage policy. Consumes the IDNO + registered address produced by this change to fill placeholders. Does NOT cover tax regime, CAEM coding, or IT Park reporting calendar.
> - [`publish-legal-bundle`](../publish-legal-bundle/) — owns public `/terms`, `/privacy`, `/dpa`. Currently carries `[address to be inserted]` and `[IDNO to be inserted]` placeholders in `research/01-commercial-lawyer.md § 4.1`; those placeholders close when this change ships Phase 3.
> - [`inference-data-residency-routing-decision`](../inference-data-residency-routing-decision/) — owns the EU↔MD data-residency routing question. Consumes the Moldova-not-EU-adequate finding documented here.

## Why

The studio operates — or is about to operate — as a Moldovan SRL with Moldova IT Park residency. That entity choice is not a footnote. It binds:

- **Pricing.** The 7% single tax has a floor of 30% × forecasted average wage × number of employees. For 2025 that is ~4 830 lei/employee/month minimum, payable even at zero revenue. A solo-founder month costs ~270 EUR floor before any client work happens. This is the lower bound on engagement viability and must be visible to anyone modelling studio economics.
- **Hiring.** Same floor scales linearly with headcount. Specialist Network onboarding (`_methodology/specialist-network.md`) cannot ignore it when modelling cohort-1 economics.
- **Services scope.** IT Park residency requires ≥70% of revenue from a closed list of CAEM codes (Lege 77/2016 art. 8). The selected principal CAEM code constrains what the studio can sell as "primary activity" without losing residency. Adjacent revenue streams (training, consulting, SaaS, hosting) each map to a specific code.
- **Contracts.** `establish-studio-legal-baseline` and `publish-legal-bundle` currently model "Rapoport Studio SRL" as the counterparty with the registered office and IDNO as placeholders. Until this change ships Phase 3, the public ToS / Privacy / DPA cannot publish with binding entity identification.
- **Data residency.** Moldova has no EU adequacy decision (Law 195/2024 effective only 23 Aug 2026; until then Law 133/2011 applies). EU→MD transfers require SCCs. `inference-data-residency-routing-decision` is the change that handles routing — but it consumes this jurisdictional fact from somewhere, and that somewhere is this baseline doc.
- **Reporting calendar.** Monthly IPC21 (salaries) + IU17 (single tax), quarterly resident report to MITP, annual financial report + mandatory audit (by 30 April) + ISAPTI17 + statistical reports. The studio's operating rhythm has compliance ticks that touch Finance, not Engineering, and they need a canonical place.

Today none of this is captured anywhere in the corpus. The closest references are scattered: `establish-studio-legal-baseline` mentions "Moldovan SRL" without operational consequences, `publish-legal-bundle/research/01-commercial-lawyer.md` cites Moldovan law for ToS framing but doesn't address the studio's own tax/reporting position, `_methodology/rapoport-studio-engagement.md § Pricing floor` references "MD operating cost" as an open variable. This change closes the loop.

## What changes

### Added Capabilities

- **`studio-entity-baseline`** ([`_methodology/studio-entity-baseline.md`](../../_methodology/studio-entity-baseline.md)) — Phase 3 deliverable. New methodology doc, sibling to `studio-charter.md`. Sections:
  1. Operating entity — Moldovan SRL form, IDNO, registered office, sole founder/administrator (current state); promoted to multi-asociat-ready when applicable.
  2. IT Park residency — contract reference, effective date, principal + secondary CAEM codes selected, 70% rule binding scope.
  3. Tax regime — single 7% tax mechanics, minimum threshold formula (30% × forecasted average wage × employees), what it replaces (income tax, payroll, social, medical, road, real-estate, local), monthly + annual obligations.
  4. Reporting calendar — IPC21, IU17, quarterly MITP report, annual audit, ISAPTI17, statistical reports — with deadlines.
  5. Cross-references — pricing implications (engagement.md), hiring implications (specialist-network.md), data residency (inference-data-residency-routing-decision), legal counterparty identification (legal-bundle).
  6. Sources — primary law citations with legis.md links (Lege 77/2016, Lege 135/2007, Codul fiscal, HG 1144/2017, BNS Ord. 28/2019 for CAEM-2).

### Modified Capabilities

- **`decisions.md`** — Phase 1 amendment: add Decisions section with `D-SEB-N` prefix. Initial entries (drafted Phase 1, ratified Phase 3):
  - D-SEB-1 — entity form: Moldovan SRL (versus II — întreprindere individuală, or PA — persoană autorizată)
  - D-SEB-2 — IT Park residency adopted (versus standard 12% income tax + 18% VAT regime)
  - D-SEB-3 — principal CAEM code selected from the IT Park allowed list (deferred to Phase 3; depends on dominant revenue source — operator decision in coordination with Mila / FinExpert)
  - D-SEB-4 — secondary CAEM code set (broad starter set: 62.01, 62.02, 62.09, 58.29 minimum; extended per planned activities)
  - D-SEB-5 — statutory share capital amount (deferred to Phase 3; technically any amount per Lege 135/2007 art. 21, but FinExpert recommendation to be captured)
- **`open-questions.md`** — Phase 1 amendment: add `Q-SEB-N` section.
  - Q-SEB-1 — At what employee count does the single-tax floor (30% × avg wage × N) cross over with the alternative regime (12% income + payroll), making IT Park residency net-negative? Closing trigger: explicit operator decision based on real headcount projection.
  - Q-SEB-2 — Does the studio need a separate VAT registration (TVA)? Moldova's VAT threshold is 1.2M lei annual turnover; IT Park residents are exempt from VAT on services to MD residents but not from import-of-services VAT (reverse charge on Anthropic/OpenAI invoices). Closing trigger: FinExpert advice + first quarter's actual numbers.
  - Q-SEB-3 — How does the studio handle the mandatory annual audit (cost, auditor selection, timing)? Closing trigger: first audit cycle.

### Files added (Phase 1, this folder, drafting-only)

- `openspec/changes/establish-studio-entity-baseline/proposal.md` (this file)
- `openspec/changes/establish-studio-entity-baseline/design.md`
- `openspec/changes/establish-studio-entity-baseline/tasks.md`
- `openspec/changes/establish-studio-entity-baseline/verification.md`
- `openspec/changes/establish-studio-entity-baseline/research/01-moldova-laws-and-sources.md`

### Files modified

- None in Phase 1.
- Phase 3 (gated on registration): `openspec/_methodology/studio-entity-baseline.md` (new file), `openspec/decisions.md` (D-SEB-N section), `openspec/open-questions.md` (Q-SEB-N section).

## Out of scope

1. **Registration mechanics.** The actual filing with ASP and MITP is operator work done with FinExpert outside the repo. This change captures the *resulting* baseline, not the procedure.
2. **Client-facing legal text.** ToS, Privacy Policy, DPA, Cookies — owned by `publish-legal-bundle`. This change feeds IDNO/address into the placeholders there; it does not author the public copy.
3. **Vendor sub-processor inventory.** Owned by `establish-studio-legal-baseline` via `_legal/vendors/*`. This change does not duplicate the vendor cards.
4. **Routing of inference traffic by data-residency.** Owned by `inference-data-residency-routing-decision`. This change supplies the jurisdictional fact (MD not EU-adequate) that proposal consumes; it does not specify routing rules.
5. **Specialist Network economic modelling.** The single-tax floor finding feeds `_methodology/specialist-network.md § cohort-1 economics` but the cohort-economics model itself is owned there.
6. **Multi-founder / external investor structures.** The current entity is single-founder, single-administrator. Future changes (e.g. `add-co-founder` or `add-investor-vehicle`) will amend this baseline, not collapse into it.

## Research lineage

n/a — category: operational

> Rationale: the source material is published primary law (Lege 77/2016, Codul fiscal, Lege 135/2007, Lege 220/2007, HG 1144/2017, CAEM-2 classifier per BNS Ord. 28/2019). The change captures jurisdictional fact, not novel epistemic claim. Falsifiable items (e.g. minimum tax formula, audit deadline, allowed CAEM list) are checked against legis.md citations in `research/01-moldova-laws-and-sources.md`.
>
> If the change later extends into a novel claim (e.g. "single-tax floor breaks even with standard regime at N=X employees" — currently Q-SEB-1), that claim is promoted into a sibling Inquiry change folder and this proposal's tier is upgraded accordingly.

## Phase plan

- **Phase 1 — now.** Draft proposal/design/tasks/verification. Author research file. No external dependencies.
- **Phase 2 — gated on operator completing SRL registration with FinExpert.** Captures actual IDNO, registered address, registration date. Updates `_legal/vendors/finexpert.md` (new vendor card, coordinated with `establish-studio-legal-baseline`).
- **Phase 3 — gated on IT Park residency certificate.** Authors `_methodology/studio-entity-baseline.md` with concrete values. Closes D-SEB-N as ratified. Unblocks `publish-legal-bundle` placeholder closure.
- **Phase 4 — first quarterly cycle complete.** Closes Q-SEB-2 (VAT question) and Q-SEB-3 (audit logistics) with actual numbers.

Each phase ships its own PR. Phase 1 ships without gating on Phases 2–4.

## Impact

- **Files added:** 5 (this folder).
- **Files modified Phase 1:** none.
- **Files modified Phase 3:** `_methodology/studio-entity-baseline.md` (new), `decisions.md`, `open-questions.md`.
- **DB migrations:** none.
- **Events:** none.
- **OpenSpec bundle:** regenerated by `postinstall` per [`tools/build-openspec-bundle.mjs`](../../../tools/build-openspec-bundle.mjs).

## Status: drafted — phased

Phase 1 (drafting) executes now. Phases 2–4 are operator-gated on real-world events outside the repo (registration, certificate, first quarter).
