Ongoing Montclair-Contour Foundation (DOC-CO-0133)

Talion77

Talion77

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Registered name: Montclair-Contour Foundation
Register number: DOC-CO-0133
Entity form: foundation
In-game company: MCF
Nature of business: The purpose of the LLC is to engage in lawful acts that are beneficial to the legal sector, entrepreneurship, the preservation and creation of arts, and new and non-wealthy players.
Directors, managers and general partners: Vennefly (Trustee), Talion77 (Trustee), ItsStormcraft (Trustee)
Officers: Talion77 (Executive Director)
In-game company owner (RCEA s8(2)): Talion77
Formation instrument: https://api.deptcommerce.duckdns.or...2d50306c0149a74e307bed8f5a971a870d315a262.pdf

This thread mirrors the official Company Docket. The authoritative record is the DOC portal: DOC-CO-0133 · Company Register · DOC Redmont
Docket entries are posted below as they are filed (RCEA s15(3): the docket is append-only and permanent).
 

Attachments

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Attachments

Certificate of Conversion filed for signature: The Talion Foundation
certificate filing · filed by talion77

CERTIFICATE OF CONVERSION — THE TALION FOUNDATION

(1) The current form of the entity is a Limited Liability Company.
(2) The desired new form of the entity is a foundation.
(3) On conversion, the entity will adopt the attached formation instrument.
(4) Existing interests or memberships are not converted, as the entity is converting into a foundation.
(5) On conversion, the entity shall be renamed "Montclair-Contour Foundation", as reflected in the attached formation instrument.

Approving resolutions: MOTION TO ADOPT CERTIFICATE OF CONVERSION INLINE WITH RCEA PART IV, § 22(1)(a)

Record from the Voting Thread:
Talion77 - AYE
ItsStormcrafter - AYE

The Certificate takes effect only on the actual signature of the Secretary of the DOC or their delegate. Where the DOC neither signs nor states its objection by Sun, 11 Oct 2026 16:32:35 GMT, the entity may apply to the Federal Court (RCEA s20(6)).

Adopted on 2026-09-27 (RCEA s15(9)).
 
In-game company owner recorded: Talion77
profile change · filed by edwardcul1en

The in-game company TheTalionFoundation is owned by Talion77. Owning the in-game company does not of itself make a person an interest holder or agent of the entity (RCEA s8(3)).
 
Certificate of Conversion signed: The Talion Foundation, llc to foundation
conversion certificate · filed by edwardcul1en

CERTIFICATE OF CONVERSION — THE TALION FOUNDATION

(1) The current form of the entity is a Limited Liability Company.
(2) The desired new form of the entity is a foundation.
(3) On conversion, the entity will adopt the attached formation instrument.
(4) Existing interests or memberships are not converted, as the entity is converting into a foundation.
(5) On conversion, the entity shall be renamed "Montclair-Contour Foundation", as reflected in the attached formation instrument.

Approving resolutions: MOTION TO ADOPT CERTIFICATE OF CONVERSION INLINE WITH RCEA PART IV, § 22(1)(a)

Record from the Voting Thread:
Talion77 - AYE
ItsStormcrafter - AYE

Verification: Everything seems to be in order.

Approved by the Federal Court (Petition: Granted - In re: The Talion Foundation (Conversion) [2026] FCR 88) (RCEA s22(5)).

On conversion the entity continues as the same legal person; property, rights, obligations and legal actions are unaffected (RCEA s22(3)).

Electronically signed by edwardcul1en as delegate of the Commerce Secretary
 
Appointment: Vennefly, Trustee (director)
officer change · filed by talion77

Adopted on 2026-09-27 (RCEA s15(9)).
 
Appointment: Talion77, Trustee (director)
officer change · filed by talion77

Adopted on 2026-09-27 (RCEA s15(9)).
 
Resignation: Talion77, Managing Director (manager)
officer change · filed by talion77

Filed by the person resigning; it takes effect on this filing (RCEA s16(3)).

Adopted on 2026-09-27 (RCEA s15(9)).
 
Appointment: ItsStormcraft, Trustee (director)
officer change · filed by talion77

Adopted on 2026-09-27 (RCEA s15(9)).
 
Change of registered name: The Talion Foundation is now Montclair-Contour Foundation
name change · filed by talion77

See Certificate of Conversion. NOTE: Funds will be transferred to the new DB upon the transfer of the tax-exemption.

The formation instrument is amended to state the new registered name: before "The Talion Foundation", after "Montclair-Contour Foundation" (RCEA s16(1)(a), s18(2)(a), s21(1)). A change of registered name does not abate any legal action brought by or against the entity under its former name (RCEA s7(3)).

Adopted on 2026-09-27 (RCEA s15(9)).
 
In-game company changed: TheTalionFoundation to MCF
profile change · filed by talion77

See Certificate of Conversion. NOTE: Funds will be transferred to the new DB upon the transfer of the tax-exemption.

The entity maintains a corresponding in-game company (RCEA s8(1)); the Entity Profile states its name (s17(2)(a)).

Adopted on 2026-09-27 (RCEA s15(9)).
 
Appointment: Talion77, Executive Director (officer)
officer change · filed by talion77

Adopted on 2026-09-27 (RCEA s15(9)).
 
Formation instrument amendment accepted: Montclair-Contour Foundation
amendment · filed by edwardcul1en

PRIOR:

CERTIFICATE OF FORMATION —
The Talion Foundation
Section I — General Information
(1) The name of the LLC shall be The Talion Foundation.
(2) The name of the formator is Talion77.
(3) The purpose of the LLC is to engage in lawful acts that are beneficial to the legal sector,
entrepreneurship, the preservation and creation of arts, and new and non-wealthy players.
(4) The LLC shall be member-based and manager-managed. Members shall have no
economic or ownership interests.
(5) Any disputes regarding this document shall be submitted to the Courts of the
Commonwealth of Redmont.
(6) If any clause in this document contradicts a clause of § 1, the former shall prevail.
Section 2 — Members and Directors
(1) Members of the LLC may only be admitted by the formator, and the formator has the right
to dismiss members at any time.
(2) Only natural persons may be members of the LLC.
(3) Members shall not be required to provide any capital to the LLC. They may provide
Capital to the LLC on a voluntary basis.
(4) The members have the right to manage the LLC jointly with a majority of the members
entitled to vote. A majority of them may empower a single member to act on behalf of and
manage the LLC, such members shall be known as directors. A majority of the members
may dismiss any directors for any stated reason.
(5) Directors shall have the following powers and duties:
(a) The power to manage the LLC;
(b) The power to hire and fire employees of the LLC;
(c) The duty to record the LLCs finances.
(6) The directors shall elect from amongst them one Managing Director, who can also be
dismissed by the Directors at any time. Should he lose his office as a director, he shall also
lose his office as the Managing Director.
(7) The Managing Director shall have the following powers and duties, in addition to his
powers and duties as a director:
(a) The power to set guidelines and policy that shall be binding upon the management of the
LLC by the directors, however not be binding upon the Members.
(8) If no member holds the position of director or Managing Director at a time, the powers
and duties in § 2(5), or § 2(7) respectively, of this Certificate shall be exercised by the
formator.
(9) Directors shall have a fiduciary duty as specified in § 9(14) of the Legal Entity Act.
Section 3 — Compensation and Profit / Loss Distribution
(1) All compensation for members, directors, the Managing Director, or any other individual
paid by LLC funds must be authorised by a majority of the members entitled to vote.
(2) According to § 11(3)(b) of the Legal Entity Act, all compensation must be reasonable.
(3) Compensation shall not under any circumstances exceed 10,000R$ per individual.
(4) All profits and losses shall be retained by the LLC and used explicitly for the stated
purpose in § 1(3).
Section 4 — Amendments to the Certificate and Operating
Agreement
(1) The Certificate may only be amended through the following process:
(a) The formator or at least a quarter of the members entitled to vote may submit an
Amendment to this Certificate to all members for consideration.
(b) The Amendment shall be voted on by all members, to pass, it has to be approved by at
least a simple majority of all members entitled to vote.
(c) The formator may sign the agreement within a period of 14 days. He may also choose to
withhold his signature and deliver his written objections to the members. Upon the members
reaffirming the Amendment, with at least a majority of two-thirds of all members entitled to
vote in favour, he shall be compelled to sign it and deliver it to the Department of Commerce.
(2) The Members may enact an operating agreement by a vote of at least a majority of all
members entitled to vote, which may govern the following:
(a) The management of the LLC beyond the prescribed structure in the Certificate;
(b) Specific procedures and requirements for regular meetings of members and directors;
(c) Any other provision that regulates an area not regulated by the Certificate.
(3) All provisions applying to the Operating Agreement in § 4(2) shall also apply to the
Bylaws of the LLC.
Section 5 — Dissolution and Winding Up
(1) Shall the members desire to dissolve the LLC, they shall propose a dissolution resolution
before the Department of Commerce, upon at least a majority of members entitled to vote
affirming the filing.
(2) All members shall vote on the matter starting 72 hours after the dissolution resolution has
been proposed, the vote shall last 72 hours, until an absolute two-thirds supermajority has
been achieved, or until every member has voted.
(3) The resolution, to pass, requires at least a two-thirds majority of all members entitled to
vote in the affirmative.
(4) After the resolution has passed, the formator shall have 72 hours to veto it. If he chooses
to do so, the resolution becomes void. If he does not, or affirms his intent not to veto, the
resolution shall go into effect either 72 hours after passage by the members, or when the
formator affirms his intent not to veto the resolution, whichever happens sooner.
(5) All remaining and liquidated assets shall be returned to their donors proportionally.

POST:

Certificate of Foundation —
Montclair-Contour Foundation
Section 1 — General Information
(1) The name of the entity shall be “Montclair-Contour Foundation”. The entity is a
foundation.
(2) The name of the incorporator and founder is Talion77.
(3) The name of the associated in-game company is “MCF”.
(4) The initial endowment is $81,850, representing the amount the LLC held in its account at
the time of conversion..
(5) The purpose of the foundation is to engage in lawful acts that are beneficial to the legal
sector, entrepreneurship, the preservation and creation of arts, and new and non-wealthy
players.
(6) Any disputes regarding this document shall be submitted to the Courts of the
Commonwealth of Redmont.
Section 2 — The Board of Trustees
(1) In line with Redmont Corporate Entities Act Part XVI, § 58(1), the affairs of the foundation
shall be managed under the direction of the Board of Trustees, exercising the powers
granted to directors and interest holders under the Act.
(2) The initial members of the Board of Trustees shall be Talion77, ItsStormcraft, and
Vennefly. The Board of Trustees may appoint and remove a member with a majority of two
thirds.
(3) Only natural persons may be members of the Board of Trustees.
(4) The Board of Trustees may require testimony or any other information regarding the
foundation’s affairs from any officer or employee of the foundation.
(5) The Board of Trustees shall elect a Chairman from amongst its members to preside over
its sessions with a majority of members. The Chairman may be removed at any time with the
same majority.
(6) The Board of Trustees may give itself standing orders. Decisions shall, unless otherwise
provided, be taken with a majority of votes cast. A quorum of it shall consist of one-half of its
members, rounded up.
Section 3 — Officers
(1) The Board of Trustees may appoint and dismiss officers to manage the foundation under
the direction of the Board.
(2) When appointing an officer, the Board of Trustees shall enumerate their powers, duties,
and responsibilities.
(3) The Board of Trustees may appoint a number of Executive Directors jointly holding the
power to issue binding guidelines upon all other officers, and to manage the day-to-day
affairs of the foundation. The Executive Directors are officers and may be dismissed by the
Board pursuant to § 3(1).
(4) Only natural persons may be officers.
Section 4 — Compensation and Profit / Loss Distribution
(1) All compensation for Members of the Board of Trustees, officers, or any other individual
paid by the foundation must be authorised by the Board of Trustees through a majority of
members.
(2) In line with Redmont Corporate Entities Act Part XIV, § 58(5)(a), all compensation must
be reasonable.
(3) Compensation shall not under any circumstances exceed 10,000R$ per individual per
month.
(4) All profits and losses shall be retained by the foundation and shall be used explicitly for
the stated purpose in § 1(5).
Section 5 — Amendments to the Certificate and Bylaws
(1) The Certificate may only be amended through the following process:
(a) A member of the Board of Trustees or the President may submit an amendment to this
Certificate for consideration.
(b) The amendment shall be voted on by the Board of Trustees, where passage requires a
majority of two thirds.
(2) Any amendments relating to the purpose of the foundation shall require unanimous
passage by the Board of Trustees.
(3) The Board of Trustees may enact, modify, or repeal bylaws through a majority of
members, which may govern the following:
(a) The management of the foundation beyond the prescribed structure in the Certificate;
(b) Specific procedures and requirements for regular meetings of the Board of Trustees,
Officers, or other institutions;
(c) Any other provision that regulates an area not regulated by the Certificate.

Adopted on 2026-09-27 (RCEA s15(9)).

Everything seems to be in order. Approved by the secretary's delegate.

Electronically signed by edwardcul1en as delegate of the Commerce Secretary

Document: https://api.deptcommerce.duckdns.or...2d50306c0149a74e307bed8f5a971a870d315a262.pdf
 

Attachments

Tax exemption granted: Montclair-Contour Foundation
announcement · filed by edwardcul1en

Quarterly filing required due to moderate balance, relatively low volume of transactions. Non-profit requirements met.

The Department grants the foundation an exemption from taxation (RCEA s61(3); Taxation Act s9(1)(c)), from today (Tax s9(2)). While it holds the exemption it shall keep transaction and accounting records and submit quarterly financial reports (RCEA s61(3)(a)-(b)). The exemption may be withdrawn for misconduct or non-compliance (s61(4)). It is published on the list of exemptions in force (Tax s9(3)).

Electronically signed by edwardcul1en as delegate of the Commerce Secretary
 
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