Getting Zucked: The Nonprofit and the LLC

The plan was a nonprofit. That matters to the story, because I was not building toward a company someone else would own. I thought we were building toward a shared mission, and that the structure would follow. We were already doing the work. The part about who would hold it could wait.

I liked the cause, and I liked being the one too generous to ask.

That second part is harder to admit. I could tell myself that I was putting the work first, that worrying about ownership would interrupt something good before it had a chance to exist. I also liked what that said about me. I was the researcher, the person there for the idea. Asking what belonged to whom would have made me feel smaller than the thing we were trying to do.

So I did not ask. The work continued, and the nonprofit remained an intention.

Then the person I was building with registered an LLC. He was its sole owner. We had signed nothing between us, and the entity he created was different from the one I thought we were going to build together.

I am still angry about that difference. A nonprofit had been the plan we shared. The LLC was something he had done. I could remember every reason I had been comfortable leaving the structure for later, and none of those reasons explained why later had arrived with only his name on it.

Then came the request to sign the project’s IP over to that LLC.

The request was presented as giving the work a legal home, formalizing the project. But the home being offered was the entity he owned. Whatever we might go on to agree, this was what I was being asked to sign now. The gap between our conversations and that request was suddenly very difficult to talk around.

I read the document twice.

I was looking for the sentence that would make it fit the project I thought I was part of. It would have been much easier to need a little clarification than to have to refuse.

I did not sign.

There is a version of this story where that is the satisfying ending. I read carefully, caught the problem, kept my signature off the page. But by then the working relationship was gone, and months of joint work were in limbo. Refusing the document did not return us to the point before it existed. I still had to reckon with having spent those months inside an understanding we had never actually settled.

It is tempting to describe this as a method. A sequence someone could recognize early enough to stop it: the mission, the postponed structure, the entity, the assignment. There is comfort in making a sequence out of something that hurt. If I can explain every step, perhaps I can make it feel less like something I allowed myself to walk into.

But knowing the order of events does not tell me everything about why another person acted. The paperwork did not give me access to his private intentions. I can say what we planned, what was created, what I was asked to sign, and what I refused. Those facts are enough to explain why I could no longer work on the assumption that we meant the same thing.

I do not need a theory of his motives to remain angry about what I was offered.

What changed for me was the meaning of the delay. Before the LLC, I had treated the unfinished structure as space we were both leaving open. After the assignment request, I could see that I had been doing real work inside that space while assuming we would eventually fill it in together. I had mistaken an unresolved question for an answer I could rely on.

That does not mean my failure to ask caused someone else’s decision. I want to be precise about that, because the admission that I liked being generous can easily swallow the rest of the story. There was nothing wrong with wanting to build a nonprofit. There was nothing wrong with taking a shared purpose seriously. I should have asked what was being agreed, and he still chose to create a different entity in his name and ask me to assign the work to it. My embarrassment does not make that part disappear.

I still wish we had built the nonprofit. That is part of what makes the story hurt. I did not enter the project hoping to become better at refusing documents. I wanted the thing we had talked about to exist.

When I read the assignment a second time, I was still looking for that thing. I could not find it there.