@oriro/orirocli 0.1.11 → 0.1.12

package/skills/legal/legal-business/SKILL.md

@@ -1,227 +1,227 @@
----
-watermark: ORIRO
-disable-model-invocation: true
-name: legal-business
-provider: ORIRO.ai
-copyright: Copyright (c) 2026 ORIRO.ai
-description: >
-  Business formation and corporate law — choosing the right structure,
-  incorporation, operating agreements, corporate governance, compliance.
-  Activate for: "should I form an LLC or corporation?", business registration,
-  equity, shareholder agreements, board governance, compliance obligations,
-  dissolving a business, or any question about the legal structure of a business.
-  Sources: IRS, SBA, state secretary of state guidance, Model Business
-  Corporation Act, Uniform LLC Act. Consult a business attorney for your state.
----
-
-# Business Law — Formation and Governance
-
-## Choosing your business structure
-
-| Structure       | Liability           | Taxes                        | Ownership            | Best for                             |
-| --------------- | ------------------- | ---------------------------- | -------------------- | ------------------------------------ |
-| **Sole Prop**   | Unlimited personal  | Personal (Schedule C)        | 1 person             | Testing an idea, freelance           |
-| **Partnership** | Unlimited (general) | Pass-through                 | 2+ people            | Professional practices (with care)   |
-| **LLC**         | Limited             | Pass-through (default)       | Flexible             | Most small businesses                |
-| **S-Corp**      | Limited             | Pass-through                 | ≤100 US shareholders | Profitable small businesses          |
-| **C-Corp**      | Limited             | Corporate (double tax)       | Unlimited            | VC-backed startups, public companies |
-| **B-Corp**      | Limited             | Same as underlying structure | Flexible             | Social mission companies             |
-
----
-
-## LLC (Limited Liability Company)
-
-**Why most small businesses choose LLC:**
-
-- Personal assets protected from business debts and lawsuits
-- Pass-through taxation (profits taxed on personal return, not twice)
-- Flexible management structure
-- Minimal formalities compared to corporations
-- Can choose to be taxed as S-Corp when profitable
-
-**Formation:**
-
-1. Choose a state (Delaware for sophistication and flexibility; your home state for simplicity)
-2. Choose a name (must include "LLC" or "Limited Liability Company"; check availability)
-3. File Articles of Organization with the state ($50–$500 filing fee)
-4. Get an EIN (Employer Identification Number) from IRS — free at irs.gov
-5. Open a separate business bank account — CRITICAL
-6. Draft an Operating Agreement
-
-**Operating Agreement — the most important document:**
-Governs the internal workings of the LLC.
-Even single-member LLCs should have one.
-
-Must address:
-
-- Ownership percentages (membership interests)
-- Management: member-managed vs. manager-managed
-- How decisions are made and what requires unanimous consent
-- How profits and losses are distributed
-- What happens when a member wants to leave
-- What happens if a member dies or becomes incapacitated
-- Admission of new members
-- Dissolution process
-
-**Piercing the veil:** Courts can hold members personally liable if:
-
-- LLC and personal finances are commingled
-- LLC is used to commit fraud
-- LLC is undercapitalized from the start
-- Required formalities are ignored
-
-**Prevent piercing by:**
-
-- Maintaining a separate bank account for the LLC
-- Never using LLC funds for personal expenses
-- Documenting major decisions in writing
-- Maintaining adequate capitalization
-
----
-
-## Corporation (C-Corp and S-Corp)
-
-**When to choose a C-Corp:**
-
-- Raising venture capital (VCs require C-Corp, typically Delaware)
-- Planning for an IPO
-- Stock option plans for employees (ISOs require C-Corp)
-- International investors
-- Multiple classes of stock needed
-
-**Delaware C-Corp:** The gold standard for startups.
-
-- Court of Chancery specializes in business disputes — predictable outcomes
-- Investor-friendly terms well-tested in courts
-- No state tax on income earned outside Delaware
-- Can be incorporated without a physical office in Delaware
-
-**Formation:**
-
-1. File Certificate of Incorporation with Delaware Secretary of State (~$89)
-2. Appoint initial directors
-3. Hold organizational meeting
-4. Issue stock
-5. Get EIN
-6. File S-Corp election with IRS if applicable (Form 2553, within 75 days of formation)
-
-**Corporate formalities (must maintain to preserve limited liability):**
-
-- Annual shareholder meetings (or written consent)
-- Annual director meetings (or written consent)
-- Maintain minutes of all meetings
-- Annual reports filed with state
-- Separate bank accounts
-- Corporate seal (optional but traditional)
-
-**S-Corp:**
-
-- Taxed like a partnership (pass-through)
-- Avoid self-employment tax on "reasonable salary" portion
-- Maximum 100 shareholders
-- Only US citizens/residents can hold shares
-- One class of stock only
-
-**S-Corp tax advantage example:**
-If business earns $200,000 profit and you pay yourself $80,000 salary:
-
-- Self-employment tax applies only to the $80,000 salary
-- Remaining $120,000 distributed as dividends (no SE tax)
-- Saves ~15% SE tax on $120,000 = ~$18,000/year
-
----
-
-## Equity and Ownership
-
-### Cap table (capitalization table)
-
-Tracks all equity ownership: who owns what percentage.
-Keep this current from day one. Complexity only grows.
-
-Simple example:
-
-```
-Founder 1:    500,000 shares   50%
-Founder 2:    400,000 shares   40%
-Employee pool: 100,000 shares  10%
-Total:       1,000,000 shares  100%
-```
-
-### Founder vesting
-
-Critical for co-founder teams: equity should vest over time.
-Standard: 4-year vesting with 1-year cliff.
-
-Cliff: No shares vest for the first year. All first-year shares vest at month 12.
-After cliff: remaining shares vest monthly over 36 months.
-
-Why: If a co-founder leaves at month 8, they take zero equity.
-Without vesting, they'd walk away with whatever percentage was agreed upfront.
-
-### Stock options (for employees)
-
-Options give the right to buy stock at a fixed price (strike price) in the future.
-
-**ISO (Incentive Stock Options):** Tax-advantaged for employees.
-Requires C-Corp. No tax on grant or exercise (if holding period met).
-
-**NSO (Non-Qualified Stock Options):** Tax on exercise (spread between strike and FMV).
-Available to contractors, advisors, non-US employees.
-
-**409A valuation:** Required before issuing options.
-Sets the fair market value for strike price purposes.
-Requires independent appraisal. Updated annually or after significant events.
-
-### SAFE (Simple Agreement for Future Equity)
-
-Common early-stage investment instrument.
-Investor gives money now; converts to equity at the next priced round.
-Better than convertible notes for founders (no debt, no interest, no maturity date).
-
----
-
-## Compliance Obligations
-
-### Federal
-
-- **EIN:** Required to hire employees, open bank accounts, file taxes
-- **Federal taxes:** Quarterly estimated taxes (Form 941 if employees)
-- **Annual tax return:** Form 1120 (C-Corp), Form 1065 (Partnership), Schedule K-1
-
-### State and local
-
-- **Annual reports:** Most states require annual LLC/Corp filings ($25–$300)
-- **State taxes:** Income tax, franchise tax (California $800 minimum)
-- **Sales tax:** Required if selling taxable goods/services in a state
-- **Business license:** City/county license often required
-- **Professional licenses:** Required for law, medicine, accounting, etc.
-
-### Employment compliance (if you hire)
-
-- Workers' comp insurance (required in almost all states)
-- Unemployment insurance registration
-- Payroll tax withholding and remittance
-- Form I-9 for every new hire (employment authorization verification)
-- New hire reporting to state
-
----
-
-## Dissolving a Business
-
-Properly dissolve to avoid ongoing fees and liability:
-
-1. Vote to dissolve (per operating agreement/bylaws)
-2. File Articles of Dissolution with the state
-3. Cancel business licenses and permits
-4. Close business bank accounts
-5. Pay or settle all debts
-6. Distribute remaining assets to members/shareholders
-7. File final tax returns (mark "final return")
-8. Notify IRS (close EIN if appropriate — usually don't close, just notify)
-
-Failing to formally dissolve: some states continue charging annual fees
-and franchise taxes indefinitely.
-
-Sources: IRS (irs.gov), SBA (sba.gov), Delaware Division of Corporations
-(corp.delaware.gov), state secretary of state websites, Model Business
-Corporation Act, Uniform Limited Liability Company Act
+---
+watermark: ORIRO
+disable-model-invocation: true
+name: legal-business
+provider: ORIRO.ai
+copyright: Copyright (c) 2026 ORIRO.ai
+description: >
+  Business formation and corporate law — choosing the right structure,
+  incorporation, operating agreements, corporate governance, compliance.
+  Activate for: "should I form an LLC or corporation?", business registration,
+  equity, shareholder agreements, board governance, compliance obligations,
+  dissolving a business, or any question about the legal structure of a business.
+  Sources: IRS, SBA, state secretary of state guidance, Model Business
+  Corporation Act, Uniform LLC Act. Consult a business attorney for your state.
+---
+
+# Business Law — Formation and Governance
+
+## Choosing your business structure
+
+| Structure       | Liability           | Taxes                        | Ownership            | Best for                             |
+| --------------- | ------------------- | ---------------------------- | -------------------- | ------------------------------------ |
+| **Sole Prop**   | Unlimited personal  | Personal (Schedule C)        | 1 person             | Testing an idea, freelance           |
+| **Partnership** | Unlimited (general) | Pass-through                 | 2+ people            | Professional practices (with care)   |
+| **LLC**         | Limited             | Pass-through (default)       | Flexible             | Most small businesses                |
+| **S-Corp**      | Limited             | Pass-through                 | ≤100 US shareholders | Profitable small businesses          |
+| **C-Corp**      | Limited             | Corporate (double tax)       | Unlimited            | VC-backed startups, public companies |
+| **B-Corp**      | Limited             | Same as underlying structure | Flexible             | Social mission companies             |
+
+---
+
+## LLC (Limited Liability Company)
+
+**Why most small businesses choose LLC:**
+
+- Personal assets protected from business debts and lawsuits
+- Pass-through taxation (profits taxed on personal return, not twice)
+- Flexible management structure
+- Minimal formalities compared to corporations
+- Can choose to be taxed as S-Corp when profitable
+
+**Formation:**
+
+1. Choose a state (Delaware for sophistication and flexibility; your home state for simplicity)
+2. Choose a name (must include "LLC" or "Limited Liability Company"; check availability)
+3. File Articles of Organization with the state ($50–$500 filing fee)
+4. Get an EIN (Employer Identification Number) from IRS — free at irs.gov
+5. Open a separate business bank account — CRITICAL
+6. Draft an Operating Agreement
+
+**Operating Agreement — the most important document:**
+Governs the internal workings of the LLC.
+Even single-member LLCs should have one.
+
+Must address:
+
+- Ownership percentages (membership interests)
+- Management: member-managed vs. manager-managed
+- How decisions are made and what requires unanimous consent
+- How profits and losses are distributed
+- What happens when a member wants to leave
+- What happens if a member dies or becomes incapacitated
+- Admission of new members
+- Dissolution process
+
+**Piercing the veil:** Courts can hold members personally liable if:
+
+- LLC and personal finances are commingled
+- LLC is used to commit fraud
+- LLC is undercapitalized from the start
+- Required formalities are ignored
+
+**Prevent piercing by:**
+
+- Maintaining a separate bank account for the LLC
+- Never using LLC funds for personal expenses
+- Documenting major decisions in writing
+- Maintaining adequate capitalization
+
+---
+
+## Corporation (C-Corp and S-Corp)
+
+**When to choose a C-Corp:**
+
+- Raising venture capital (VCs require C-Corp, typically Delaware)
+- Planning for an IPO
+- Stock option plans for employees (ISOs require C-Corp)
+- International investors
+- Multiple classes of stock needed
+
+**Delaware C-Corp:** The gold standard for startups.
+
+- Court of Chancery specializes in business disputes — predictable outcomes
+- Investor-friendly terms well-tested in courts
+- No state tax on income earned outside Delaware
+- Can be incorporated without a physical office in Delaware
+
+**Formation:**
+
+1. File Certificate of Incorporation with Delaware Secretary of State (~$89)
+2. Appoint initial directors
+3. Hold organizational meeting
+4. Issue stock
+5. Get EIN
+6. File S-Corp election with IRS if applicable (Form 2553, within 75 days of formation)
+
+**Corporate formalities (must maintain to preserve limited liability):**
+
+- Annual shareholder meetings (or written consent)
+- Annual director meetings (or written consent)
+- Maintain minutes of all meetings
+- Annual reports filed with state
+- Separate bank accounts
+- Corporate seal (optional but traditional)
+
+**S-Corp:**
+
+- Taxed like a partnership (pass-through)
+- Avoid self-employment tax on "reasonable salary" portion
+- Maximum 100 shareholders
+- Only US citizens/residents can hold shares
+- One class of stock only
+
+**S-Corp tax advantage example:**
+If business earns $200,000 profit and you pay yourself $80,000 salary:
+
+- Self-employment tax applies only to the $80,000 salary
+- Remaining $120,000 distributed as dividends (no SE tax)
+- Saves ~15% SE tax on $120,000 = ~$18,000/year
+
+---
+
+## Equity and Ownership
+
+### Cap table (capitalization table)
+
+Tracks all equity ownership: who owns what percentage.
+Keep this current from day one. Complexity only grows.
+
+Simple example:
+
+```
+Founder 1:    500,000 shares   50%
+Founder 2:    400,000 shares   40%
+Employee pool: 100,000 shares  10%
+Total:       1,000,000 shares  100%
+```
+
+### Founder vesting
+
+Critical for co-founder teams: equity should vest over time.
+Standard: 4-year vesting with 1-year cliff.
+
+Cliff: No shares vest for the first year. All first-year shares vest at month 12.
+After cliff: remaining shares vest monthly over 36 months.
+
+Why: If a co-founder leaves at month 8, they take zero equity.
+Without vesting, they'd walk away with whatever percentage was agreed upfront.
+
+### Stock options (for employees)
+
+Options give the right to buy stock at a fixed price (strike price) in the future.
+
+**ISO (Incentive Stock Options):** Tax-advantaged for employees.
+Requires C-Corp. No tax on grant or exercise (if holding period met).
+
+**NSO (Non-Qualified Stock Options):** Tax on exercise (spread between strike and FMV).
+Available to contractors, advisors, non-US employees.
+
+**409A valuation:** Required before issuing options.
+Sets the fair market value for strike price purposes.
+Requires independent appraisal. Updated annually or after significant events.
+
+### SAFE (Simple Agreement for Future Equity)
+
+Common early-stage investment instrument.
+Investor gives money now; converts to equity at the next priced round.
+Better than convertible notes for founders (no debt, no interest, no maturity date).
+
+---
+
+## Compliance Obligations
+
+### Federal
+
+- **EIN:** Required to hire employees, open bank accounts, file taxes
+- **Federal taxes:** Quarterly estimated taxes (Form 941 if employees)
+- **Annual tax return:** Form 1120 (C-Corp), Form 1065 (Partnership), Schedule K-1
+
+### State and local
+
+- **Annual reports:** Most states require annual LLC/Corp filings ($25–$300)
+- **State taxes:** Income tax, franchise tax (California $800 minimum)
+- **Sales tax:** Required if selling taxable goods/services in a state
+- **Business license:** City/county license often required
+- **Professional licenses:** Required for law, medicine, accounting, etc.
+
+### Employment compliance (if you hire)
+
+- Workers' comp insurance (required in almost all states)
+- Unemployment insurance registration
+- Payroll tax withholding and remittance
+- Form I-9 for every new hire (employment authorization verification)
+- New hire reporting to state
+
+---
+
+## Dissolving a Business
+
+Properly dissolve to avoid ongoing fees and liability:
+
+1. Vote to dissolve (per operating agreement/bylaws)
+2. File Articles of Dissolution with the state
+3. Cancel business licenses and permits
+4. Close business bank accounts
+5. Pay or settle all debts
+6. Distribute remaining assets to members/shareholders
+7. File final tax returns (mark "final return")
+8. Notify IRS (close EIN if appropriate — usually don't close, just notify)
+
+Failing to formally dissolve: some states continue charging annual fees
+and franchise taxes indefinitely.
+
+Sources: IRS (irs.gov), SBA (sba.gov), Delaware Division of Corporations
+(corp.delaware.gov), state secretary of state websites, Model Business
+Corporation Act, Uniform Limited Liability Company Act

package/skills/legal/legal-consumer/LICENSE

@@ -1,21 +1,21 @@
-MIT License
-
-Copyright (c) 2026 ORIRO.ai
-
-Permission is hereby granted, free of charge, to any person obtaining a copy
-of this software and associated documentation files (the "Software"), to deal
-in the Software without restriction, including without limitation the rights
-to use, copy, modify, merge, publish, distribute, sublicense, and/or sell
-copies of the Software, and to permit persons to whom the Software is
-furnished to do so, subject to the following conditions:
-
-The above copyright notice and this permission notice shall be included in all
-copies or substantial portions of the Software.
-
-THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR
-IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY,
-FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE
-AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER
-LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM,
-OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE
-SOFTWARE.
+MIT License
+
+Copyright (c) 2026 ORIRO.ai
+
+Permission is hereby granted, free of charge, to any person obtaining a copy
+of this software and associated documentation files (the "Software"), to deal
+in the Software without restriction, including without limitation the rights
+to use, copy, modify, merge, publish, distribute, sublicense, and/or sell
+copies of the Software, and to permit persons to whom the Software is
+furnished to do so, subject to the following conditions:
+
+The above copyright notice and this permission notice shall be included in all
+copies or substantial portions of the Software.
+
+THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR
+IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY,
+FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE
+AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER
+LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM,
+OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE
+SOFTWARE.