Sókrates ehf. Founding Equity and Governance Law
Summary
This law defines the foundational ownership structure, intellectual property (IP) protections, and compensation logic for the Sókrates Icelandic entity (ehf). It establishes a 50/25/25 equity split between the three founders while mandating specific licensing constraints to protect pre-existing technical assets.
Details
The formation of Sókrates ehf. is governed by a strategic equity and governance framework designed to balance technical creation, market distribution, and legal credibility. The structure acknowledges the asymmetry between the full-time technical founder and the strategic partners who provide capital and market access.
Equity Distribution
The ownership of the ehf is divided as follows:
- Hákon Freyr (50%): Technical founder, “Sókrates agent” architect, and sole full-time operator.
- Gunnlaugur (25%): Strategic partner providing the sales pipeline into the Icelandic FinTech cluster and financial market credibility.
- Ásgeir (25%): Legal and governance lead, responsible for regulatory navigation (EU AI Act, GDPR, Persónavernd) and the “data sovereignty” contractual framework.
This 50/25/25 split is intended to ensure that all partners feel like owners with significant “skin in the game,” which is deemed critical for the Icelandic market where personal reputation and institutional trust are paramount.
Compensation and Capital Invariants
The equity split is balanced by a compensation asymmetry:
- Salary: Hákon is salaried from day one (targeted at ISK 800K–1M/month) to compensate for his full-time commitment and career risk. The other two partners are not salaried at launch.
- Initial Capital: The non-salaried partners provide the initial capital required for incorporation, hardware procurement, and a credit line sufficient to reach invoice maturity for the first customer cohort.
- Vesting: All equity is subject to a four-year vesting schedule with a one-year cliff. This protects the entity from early departures and ensures long-term alignment.
Intellectual Property (IP) Constraints
A non-negotiable architectural decision in the formation of the ehf is the treatment of pre-existing IP. The core technical components—including the Hermes Agent architecture, the Eidos (9,000+ principles), and the NixOS fleet images—were developed prior to the company’s formation.
These assets are licensed to the ehf rather than assigned. This legal boundary ensures that if the ehf dissolves or the partnership fails, the core IP reverts cleanly to Hákon. The ehf maintains an exclusive license for the duration of its operations.
Governance and Decision Rights
The governance model distinguishes between operational and strategic control:
- Operational Control: Decisions regarding product development, technical architecture, and hiring are founder-led (Hákon).
- Strategic Control: Decisions regarding pricing models, market entry strategies, and partnerships above a defined threshold require a majority vote.
- Legal Review: Due to Ásgeir’s dual role as both equity holder and legal counsel, the final incorporation and IP licensing documents must be reviewed by independent legal counsel to address the inherent conflict of interest.