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Project Status

Overview

Research Relay LLC is a California LLC formed to sell RUO (Research Use Only) research chemicals via e-commerce. All research, planning, and architecture work is complete. LLC formation was filed via Northwest Registered Agent on February 27, 2026 and approved by CA SOS the same day (Entity No. B20260101990). Statement of Information filed March 4, 2026 (File No. BA20260509109). EIN received March 5, 2026 (41-4676725). Formation documents and CP 575 stored in the Zoho Workplace team drive. Next step: open Mercury bank account.

What's Done

All research and planning phases are finished.

Area Status Summary
Entity research Done Name cleared, Northwest RA selected, no virtual address needed
LLC formation Done CA SOS approved 2/27. Entity No. B20260101990. EIN 41-4676725 received 3/5. SOI filed 3/4.
Banking research Done Mercury primary, Bluevine backup
Accounting research Done Zoho Books recommended, crypto policy via Koinly, chart of accounts drafted
BTC/Lightning architecture Done BTCPay on nix-bitcoin, CLN + CLBOSS, full architecture + runbook
ACH research Done Paycron recommended, NACHA compliance documented
Card processing research Done Easy Pay Direct + Durango, Authorize.net gateway, underwriting packet ready
Compliance copy Done (drafts) 5 docs drafted, 18 attorney review flags, 27 decisions made, attorney review package ready
Operations SOPs Done 4 SOPs ready for use (fulfillment, refunds, support, processor response)
Privacy/security Done Comms stack, identity separation, WHOIS strategy documented
Automation planning Done 33 opportunities mapped, top 10 runbooks with code
MedusaJS project plan Done Full architecture, 4 custom modules, 9-phase roadmap
Documentation site Done MkDocs Material deployed to Cloudflare Pages

Critical Path

File LLC ✅ --> CA SOS Approval ✅ --> Get EIN ✅ --> Open Mercury ✅ --> Build website (next) --> Apply for payment processors

Mercury approved (3/10/2026). 3-month banking clock started — ACH eligibility ~June 10, 2026. Next steps: fund account, set up accounting, deploy BTC payment rail, and build the e-commerce platform.

Note: Gate 5 (Communications) can also be started now — setting up Zoho Workplace, OpenPhone, and 1Password does not require the EIN or bank account.

Next Actions — Human Gate Instructions

Gate 1: File the LLC ✅ COMPLETE

~~1. Go to northwestregisteredagent.com~~ ~~2. Purchase the $39 California LLC formation package~~ ~~3. Northwest files Articles of Organization with CA SOS ($70 state fee)~~ ~~4. Northwest signs as organizer — your name does not appear on the Articles~~ ~~5. Total cost: $109~~

Filed: February 27, 2026 via Northwest Registered Agent. $109 paid ($39 formation + $70 CA state fee). Approved by CA SOS: February 27, 2026. CA SOS File No.: B20260101990. Formation documents (4 PDFs) stored in Zoho Workplace team drive.

Formation documents received (in Zoho Workplace → General/INTAKE/Research Relay Formation Docs):

Document Status Notes
Articles of Organization Filed & stamped File No. B20260101990, dated 2/27/2026. Organizer: Nat Smith (Northwest). Management: "More than One Manager" (Northwest default).
Statement of Information (LLC-12) Filed & stamped File No. BA20260509109, dated 3/4/2026. Manager: Brandon Orther.
Initial Resolutions Signed by organizer Nat Smith signed 3/4/2026. Relinquishes organizer authority to member Brandon Orther. No action needed.
Operating Agreement (single-member) Needs signing Basic 6-page template from Northwest. Includes: Certification of Member (p.5), Exhibit 1 Capital Contributions (p.6), Bank Account Resolution (pp.7-8), and blank Membership Certificate (p.9). You must sign the Certification of Member, fill in initial capital contribution, and date it.

Gate 1B: Sign Operating Agreement Documents

The Operating Agreement from Northwest is a basic template. It's functional for now but may be replaced by a more detailed agreement later (the Initial Resolutions explicitly allow this in Resolution IV).

Action items:

  1. Sign the Certification of Member (p.5) — fill in the date, sign on the "X" line
  2. Fill in Exhibit 1: Capital Contributions (p.6) — record your initial capital contribution amount (can be $0 if no initial funding yet), sign and date
  3. Keep the Bank Account Resolution (pp.7-8) ready — you'll fill this in and sign when opening Mercury (Gate 6). It's pre-filled with the Northwest principal address.
  4. The Membership Certificate (p.9) is optional/ceremonial — fill in if desired
  5. Store signed copies back in Zoho Workplace

Note on management structure: The Articles of Organization list management as "More than One Manager" which is Northwest's default filing. This is fine — the Operating Agreement (§4.1) and Initial Resolutions clearly establish you as sole member with full management authority. No correction filing needed.

Gate 2: Get EIN ✅ COMPLETE

~~1. Go to IRS EIN Online Application~~ ~~2. Apply online immediately after receiving your entity number~~ ~~3. Use your home address as the responsible party address~~ ~~4. Free, instant~~ ~~5. Save the EIN confirmation letter (CP 575)~~

EIN received: March 5, 2026. EIN: 41-4676725. CP 575 confirmation letter stored in Zoho Workplace team drive. Responsible party address: 1009 Martina Ct, San Marcos, CA 92078.

Gate 3: File Statement of Information ✅ COMPLETE

~~1. Go to bizfileonline.sos.ca.gov~~ ~~2. File Form LLC-12 within 90 days of formation~~ ~~3. $20 fee~~ ~~4. Note: Your name will appear on this filing (unavoidable in CA)~~

Filed: March 4, 2026. File No. BA20260509109. Business type listed as "sell laboratory research supplies and reagents via e-commerce." Manager listed: Brandon Orther.

Gate 4: FinCEN BOI Report ✅ NOT REQUIRED

~~1. Go to fincen.gov/boi~~ ~~2. Verify current requirement status (legal challenges may have paused enforcement)~~ ~~3. If required, file within 90 days of formation~~ ~~4. Free~~

Not required. As of March 26, 2025, all US-created entities are exempt from BOI reporting to FinCEN. No filing needed.

Gate 5: Set Up Communications

Zoho Workplace Standard ($3/month):

  1. Sign up at zoho.com/workplace
  2. Configure @research-relay.com email
  3. Set up MX, SPF, DKIM, and DMARC records in Cloudflare
  4. Create aliases: hello@, admin@, orders@, support@, compliance@, legal@, privacy@

OpenPhone ($15/month):

  1. Get a dedicated business phone number

1Password ($0-10/year):

  1. Set up a password vault for all business credentials

Gate 6: Open Mercury Bank Account ✅ COMPLETE

~~1. Go to mercury.com~~ ~~2. Apply with: Articles of Organization, EIN letter, photo ID~~ ~~3. Use your HOME address as the business address (NOT the Northwest address)~~ ~~4. Describe business as: "E-commerce retail — laboratory research supplies and reagents"~~ ~~5. Use your personal carrier phone for 2FA (NOT VoIP)~~ ~~6. Fund with an initial deposit once approved~~ 7. Fill in Bank Account Resolution (Operating Agreement pp.7-8) with Mercury details, sign, store in Zoho

Applied: March 5, 2026. Approved: March 10, 2026. Legal address: Northwest RA (2108 N St, Ste N, Sacramento). Physical address: 1009 Martina Ct, San Marcos, CA 92078. Pre-approved for Mercury IO credit card (1.5% cashback, no fees). 3-month banking clock starts now — ACH eligibility ~June 13, 2026.

Gate 7: Set Up Accounting

  1. Sign up for Zoho Books Free at zoho.com/books
  2. Start with the Free plan, upgrade to Standard ($15/month) when you need bank feeds
  3. Configure chart of accounts per docs/accounting/accounting-stack.md
  4. Sign up for Koinly ($49/year) at koinly.io for crypto accounting

Gate 8: Review Compliance Documents

Five documents need attorney review before they can be published on the website. They contain 18 attorney review markers. All 27 business decisions have been made (26 defaults accepted, 1 deviation: D25 — email + web form for contact method). Decisions are documented in compliance/business-decisions.md and the attorney review package is at compliance/attorney-review-package.md.

Budget: $500-1,500 for attorney review

Documents to review:

  • compliance/ruo-disclosure
  • compliance/terms-of-service
  • compliance/privacy-policy
  • compliance/refund-policy
  • compliance/shipping-policy

Gate 9: Review SOPs

Four SOPs are ready for review:

  1. Fulfillment
  2. Refunds
  3. Support
  4. Processor response

Read each and verify the processes are feasible for your operation. Minor fixes needed:

  • Confirm US-only shipping
  • Fill in attorney contact in the processor-response SOP

Gate 10: Deploy BTC Payment Rail

Can happen in parallel after Gate 6.

  1. Purchase a hardware wallet (Coldcard or Trezor), generate seed, stamp on metal plate
  2. Configure nix-bitcoin on shops-btc-01 server
  3. Create a DNS A record for btcpay.research-relay.com in Cloudflare
  4. Fund Lightning node with ~2M sats
  5. Open 3 initial channels

See: payments/btcpay-architecture, payments/lightning-setup, payments/btcpay-runbook

Gate 11: Apply for ACH Processing

Requires 3 months of Mercury bank history.

  1. Contact Paycron for a quote
  2. Ask about: API documentation, webhook support, LegitScript requirement, onboarding timeline
  3. Build MedusaJS payment provider for their API

See: payments/ach-provider-options, payments/ach-risk-matrix

Gate 12: Apply for Card Processing

After ACH is live with 3+ months of bank history.

  1. Apply to Easy Pay Direct AND Durango simultaneously
  2. Request Authorize.net as gateway
  3. Budget $12,000 for rolling reserve lockup
  4. Consider LegitScript certification first ($950 + per-txn fees)

See: payments/iso-options, payments/underwriting-packet, payments/reserve-negotiation

Year 1 Cost Summary

Item Year 1 Annual (ongoing)
Northwest RA (free Y1) $0 $125
CA filing fee $70 —
Northwest formation $39 —
CA franchise tax $800 $800
Zoho Workplace $36 $36
OpenPhone $180 $180
Koinly $49 $49
Domain (Cloudflare) $12 $12
Subtotal $1,186 $1,202

Does not include hosting, payment processor fees, LegitScript, or attorney costs.