Appeal: Pending [2025] DCR 108 - Appeal | [2026] FCR 7

[ToadKing]

Username: ToadKing__

I am representing a client

Who is your Client?: KingBOB99878

File(s) attached

What Case are you Appealing?: [2025] DCR 108

Link to the Original Case: Lawsuit: Adjourned - The Bank of Reveille v. KingBob99878 [2025] DCR 108

Basis for Appeal: See the brief below.

Supporting Evidence: https://www.democracycraft.net/threads/bank-of-reveille.32570/

Act of Congress Thread 'Legal Entity Act'

Jun 26, 2025

House Vote: 9-0-0
Senate Vote: 4-0-0

A
BILL
To

Provide for Legal Entities​

The people of the Commonwealth of Redmont, through their elected Representatives in the Congress and the force of law ordained to that Congress by the people through the Constitution, do hereby enact the following provisions into law:

1 - Short Title and Enactment
(1) This Act may be cited as the 'Legal Entity Act'
(2) This Act shall be enacted immediately upon its signage.
(3) This Act has been authored by Omegabiebel.
(4) This Act has been co-sponsored by Senator Bezzergeezer...

• Omegabiebel
• Replies: 4
• Forum: Economic & Business Law

Repealed Thread 'The Business Structuring Act'

Jun 29, 2024

Repealed by the Legal Entity Act.

House Vote: 8-1-0
Senate Vote: 4-0-0

A
BILL
TO

Create a framework for the creation of corporations and companies

The people of the Commonwealth of Redmont, through their elected Representatives in the Congress and the force of law ordained to that Congress by the people through the Constitution, do hereby enact the following provisions into law:

1 - Short Title and Enactment
(1) This Act may be cited as the "The Business Structuring Act"
(2) This Act shall be enacted 14 days after...

• Unitymaster
• Replies: 3
• Forum: Archive

• 
• 

Act of Congress Thread 'Business Structuring Act Sunset Act'

Oct 5, 2025

House Vote: 6-0-2
Senate Vote: 4-0-0

A
BILL
TO

resolve the ambiguity of BSA to LEA transitions.​

The people of the Commonwealth of Redmont, through their elected Representatives in the Congress and the force of law ordained to that Congress by the people through the constitution, do hereby enact the following provisions into law:

1 - Short Title and Enactment

(1) This Act may be cited as the 'Business Structuring Act Sunset Act' or as the 'BSASA'

(2) This Act shall be enacted immediately upon signage.

(3) This Act has been authored by BlueOtterRiver...

• Talion77
• Replies: 4
• Forum: Economic & Business Law

https://files.catbox.moe/3bsbn1.png

 

[ToadKing]

Brief

IN THE FEDERAL COURT OF THE COMMONWEALTH OF REDMONT
BASIS FOR APPEAL

This appeal challenges the DCR's verdict in The Bank of Reveille v. KingBob99878 [2025] DCR 108. The Appellant respectfully submits that the judgment must be vacated because:

1. The Plaintiff lacked capacity to sue when the complaint was filed on 20 December 2025, in violation of the Business Structuring Act Sunset Act (BSASA), Section 4(1)(b);
2. The Plaintiff never validly transitioned from the Business Structuring Act (BSA) to the Legal Entity Act (LEA) due to fatally deficient formation documents; and
3. The Plaintiff should be dissolved pursuant to BSASA Section 5(1) and consistent with precedent established in ToadKing v. StateStreet [2025] FCR 134.

I. KEY DATES​

1. The Plaintiff's Registration History​

2024: Bank of Reveille (BOR) registered as a Limited Liability Company under the BSA.

10 August 2025: The LEA was enacted, repealing the BSA.

20 October 2025: BOR filed formation documents with the DOC, purportedly to transition to the LEA.

6 November 2025: The BSASA was enacted, establishing an eight-week transition deadline ending 1 January 2026.

20 December 2025: BOR filed the underlying lawsuit against Appellant during the BSASA transition period.

1 January 2026: The BSASA eight-week deadline expired.

10 January 2026: The underlying lawsuit reached a verdict and was adjourned.

25 January 2026: The DOC Secretary notified BOR of deficiencies in its formation documents, stating:

Unfortunately a re-review of your formation document has revealed issues that should be addressed:
- You have incorrectly named and titled your formation document as a certificate of incorporation when the correct term is certificate of formation.
- You incorrectly state in Section 1 that the name of the LLC is Nacholebraa.
- You should state specifically whether the LLC is member based or interest based.
- You should include sections on transfer of ownership, dispute resolution and initial capital contributions (if any).
See our policies and the LEA for more details.

3 February 2026: Nine days after being notified of deficiencies, BOR has still not corrected its formation documents.

2. The Deficient Formation Documents​

BOR's 20 October 2025 filing contained the following fatal defects:

1. Wrong Formation Instrument: Filed a "Certificate of Incorporation" instead of the required "Certificate of Formation" (LEA Section 9(5)(a));
2. Missing Mandatory Content: Failed to specify whether the LLC is member-based or interest-based, as required by LEA Section 9(6)(c)(v);
3. Incorrect Entity Name: Stated the LLC's name as "Nacholebraa" in the Operating Agreement while using "Bank of Reveille, LLC" elsewhere;
4. No Required Registers: Failed to include either a member register (LEA Section9(7)(c)) or interest register (LEA Section9(8)(c)) in the Incorporated Entity Summary.

​

II. ARGUMENT​

1. The District Court Lacked Jurisdiction Because BOR Was Prohibited From Filing Lawsuits During the BSASA Transition Period​

A. BOR Never Validly Transitioned to the LEA​

The LEA establishes mandatory requirements for LLC formation. Section 9(6)(c) enumerates "Mandatory contents" of a Certificate of Formation. These include Section 9(6)(c)(v):

(v) If the LLC is member based or interest based

BOR's formation documents omitted this mandatory provision entirely. As the DOC Secretary confirmed on 25 January 2026, BOR failed to "state specifically whether the LLC is member based or interest based."

Under the LEA's verification framework, deficient filings should be rejected. The DOC Secretary erred in accepting BOR's registration.
LEA Section 9(6)(b):

(6) Formation:

(a) The Incorporators shall file a Certificate of Incorporation.

(b) There may be multiple incorporators.

(c) If the Certificate of Incorporation fails verification, then the Department of Commerce shall provide a clear reason.

(d) If the Certificate of Incorporation passes verification:

(i) A Company Docket shall be opened.

(ii) The Secretary of the DOC or their delegate shall sign the Certificate of Incorporation in the Company Docket.

(iii) The Corporation shall begin its existence from the point the signature of the Certificate of Incorporation has been posted in the Company Docket.

The distinction between member-based and interest-based LLCs is foundational to the entity's legal framework.

Member-based LLCs require a member register in the Incorporated Entity Summary, admit new members by unanimous vote (unless otherwise specified), and treat each member as a discrete legal participant (LEA Section 9(7)).

Interest-based LLCs, by contrast, require an interest register, measure ownership by quantifiable units or percentages, and require majority approval for interest transfers (LEA Section 9(8)).

Without knowing which type BOR is, it is legally impossible to determine which register must be maintained, what voting structure applies, how ownership can be transferred, and how profits should be distributed under Section 9(9). An LLC that fails to specify this foundational element is structurally indeterminate and cannot legally operate under the LEA's framework.

​

B. BOR Remained Subject to the BSA and BSASA​

Because BOR's LEA filing was fatally deficient, BOR retained its registration under the BSA. As a BSA entity during the BSASA transition period, BOR was expressly prohibited from filing lawsuits. BSASA Section 4(1)(b)

4 - General
(1) During transition all corporate documents shall remain in effect and a firm may continue to fully operate but be forbidden of doing the following (provided they are not owned by a single shareholder):
(b) to file a lawsuit except against the Commonwealth for matters in relation to this act.

BOR filed the underlying lawsuit on 20 December 2025 - squarely within the BSASA transition period (6 November 2025 to 1 January 2026). As a BSA entity with a single member, BOR was categorically prohibited from filing this lawsuit.

This prohibition is fundamental to the very capacity of BOR to bring this lawsuit. Under Rule 2.1, a plaintiff must show they have proper standing to pursue a case. However, even before reaching standing analysis, a plaintiff must have the legal capacity to file a lawsuit in the first place. BOR was expressly prohibited by statute from filing this lawsuit. BSASA Section 4(1)(b) states unequivocally that BSA firms are "forbidden" from filing lawsuits, except against the Commonwealth. This is a statutory bar that renders the entire case void from the moment it was filed.

Under Rule 5.12, a Motion to Dismiss should have been filed as "the plaintiff fails to have sufficient standing in order to pursue the case." This defect cannot be waived or cured. Just as a dissolved corporation cannot pursue litigation, a BSA entity during the BSASA transition period could not file lawsuits. The DCR lacked authority to proceed once it became apparent that BOR was prohibited by law from bringing the action.

Rule 1.7 permits raising issues on appeal that could not have been found during the initial trial "with some reasonable due diligence." The Appellant could not have discovered BOR's deficient LEA registration and continued BSA status during the initial proceedings, as this information only came to light through the DOC Secretary's 25 January 2026 notification - after the DCR had already rendered its verdict.

The District Court's judgment is therefore void ab initio because it was entered in a case that should never have been allowed to proceed.

2. BOR Should Be Dissolved Pursuant to BSASA Section 5(1) and Federal Court Precedent​

A. BOR Failed to Transition Within the BSASA Deadline​

The BSASA established an eight-week deadline for BSA entities to transition:

5 - Dissolution
(1) All firms under the Business Structuring Act shall be given 8 weeks from the enactment of this act to transition to the Legal Entities Act, failure to do this will result in dissolution

The eight-week deadline expired on 1 January 2026. It is now 3 February 2026 - 33 days past the deadline. BOR has still not cured the deficiencies in its formation documents despite being notified nine days ago.

B. The Sole Proprietorship Exception Does Not Apply to LLCs​

BSASA Section 5(1)(a) provides an exception to dissolution:

(a) a firm shall not be dissolved and instead converted into a sole proprietorship provided that there is only 1 shareholder

This exception does not apply to BOR because LLCs have "members," not "shareholders." As this Court held in ToadKing v. StateStreet [2025] FCR 134:

"StateStreet was a registered LLC under the Business Structuring Act and not a corporation meaning it does not have shareholders."

The language is precise: "shareholder," not "member" or "owner." Under the textualist interpretation adopted in [2025] FCR 134, single-member LLCs do not qualify for the conversion exception. Only single-shareholder Corporations do.

BOR, as a single-member LLC, must therefore be dissolved under BSASA Section 5(1).

C. BOR Has Not "Continued to Make Reasonable Efforts" to Transition​

BSASA Section 5(2)(a) allows postponement of dissolution:

(2) Dissolution shall be postponed for the following:
(a) as long as a firm continues to make reasonable efforts to transit (including but not limited to negotiations with shareholders)

The word "continues" requires ongoing, present-tense action - not a single past attempt. BOR:

• Filed deficient documents on 20 October 2025 (before the BSASA was enacted);
• Made no corrective efforts during the 6 November 2025 to 1 January 2026 transition period;
• Has made no corrections in the 33 days since the deadline expired;
• Has made no corrections in the 9 days since being explicitly notified of deficiencies.

This does not constitute "continues to make reasonable efforts." It constitutes abandonment.

BSASA Section 5(2)(b) provides no refuge either:

(2) Dissolution shall be postponed for the following:
(b) as long as the firm is involved in an active lawsuit.

A firm cannot claim protection under Section 5(2)(b) for being involved in a lawsuit that it was statutorily prohibited from filing under Section 4(1)(b). To hold otherwise would allow BOR to benefit from its own violation of the law. BOR filed a lawsuit in direct contravention of BSASA Section 4(1)(b)'s prohibition, then would seek to use that same unlawful lawsuit as a shield against dissolution under Section 5(2)(b). This Court should not permit such circular logic.

3. The StateStreet Precedent Requires BOR's Dissolution​

The FCR established the controlling precedent in [2025] FCR 134, holding that single-member LLCs do not qualify for the BSASA Section 5(1)(a) conversion exception. The Court reasoned that "StateStreet was a registered LLC under the Business Structuring Act and not a corporation meaning it does not have shareholders." The statutory language requires "1 shareholder"- not one member or one owner. This textualist interpretation is clear and binding: only single-shareholder Corporations qualify for conversion to sole proprietorship. Single-member LLCs must be dissolved. BOR, as a single-member LLC, falls squarely within this precedent and must meet the same fate as StateStreet.

[2025] FCR 134 also held that the entity failed to "maintain the firm's separate identity," reasoning that "as Jedi was the only Member of StateStreet meaning StateStreet starts and dies with him, it is the court's opinion that this meets a failure to maintain the firms' separate identity." This reasoning applies with equal force to BOR. "Nacholebraa" is the sole member of BOR, meaning BOR likewise "starts and dies" with Nacholebraa. BOR has demonstrably failed to maintain its separate identity - it cannot even consistently identify its own name, listing it as "Nacholebraa" in the Operating Agreement while using "Bank of Reveille, LLC" elsewhere.

Where StateStreet's non-compliance was discovered during litigation, BOR was explicitly notified of its deficiencies by the DOC Secretary on 25 January 2026, yet has taken no corrective action in the nine days since, demonstrating a willful non-compliance. The BSASA deadline expired 33 days ago. If StateStreet will be properly dissolved for failing to transition, BOR - which attempted transition with fatally deficient documents, violated statutory prohibitions, and continues in willful non-compliance over a month past the deadline - cannot escape the same consequence. Precedent, statutory language, and equal treatment under law all require BOR's dissolution.

III. RELIEF REQUESTED​

For the above reasons, Appellant prays for the following:

1. An order vacating the DCR's judgment in [2025] DCR 108 for lack of capacity to sue under BSASA Section 4(1)(b).
2. A declaration that BOR violated BSASA Section 4(1)(b) by filing the lawsuit on 20 December 2025, while prohibited from doing so.
3. An order dissolving BOR pursuant to BSASA Section 5(1) for failure to validly transition to the LEA.
4. A Writ of Mandamus directing the DOC to commence dissolution proceedings in accordance with BSASA Section 5(4).
5. Costs and legal fees to be awarded to the Appellant.
6. All other relief that the Honourable Court deems appropriate and just.

 

[Muggy21]

@ToadKing Court receives the Appeal. Client was rep'd by PD and now by ToadKing.

Do you know who BOR's lawyer is? I recall BlueRiverOtter leaving DC at some point.

 

[ToadKing]

Appellant has no knowledge of the Appellee's current lawyer.

 

[Muggy21]

On review of the filings herein by Plaintiff, the Federal Court accepts the Appeal for review. The Federal Court will summon the CEO of Bank of Reveille to offer a brief in opposition.

 

[Muggy21]

Writ of Summons

@Nacho, is required to appear before the Federal Court in the case of [2025] DCR 108 - Appeal | [2026] FCR 7

Failure to appear within 72 hours of this summons will result in a default judgement based on the known facts of the case.

Both parties should make themselves aware of the Court Rules and Procedures, including the option of an in-game trial should both parties request one.