Foundation and Governance

Worldcoin aims to create universal access to the global economy regardless of country or background, accelerating the transition to an economic future that welcomes and benefits everyone. This vision requires that the protocol and ecosystem become decentralized. Only decentralization can ensure its resilience and its alignment with the people it serves—which is to say, everyone. An important step on the path towards decentralization was the establishment of the Worldcoin Foundation. This section describes the Foundation and sketches its thinking around governance, which will ultimately be shaped through community participation.

Initial Contributors

A global community of developers, individuals, economists and technologists conceived and made early contributions to build the Worldcoin protocol. The original idea started with co-founders Sam Altman, Alex Blania and Max Novendstern, who assembled a team to take the initial steps toward development of Worldcoin via their company Tools for Humanity (TFH).

TFH’s mission is, unsurprisingly, to build tools for humanity. It is a Delaware (U.S.) corporation headquartered in San Francisco, California, with a wholly-owned subsidiary, Tools for Humanity GmbH based in Germany. TFH supported Worldcoin’s multi-year beta testing phase, during which it developed the Orb and the World App.

To date, TFH and other early contributors have been united by their commitment to providing every person on the planet access to the global economy, regardless of country or background.

Enabling Decentralization

On October 31st, 2022 the Worldcoin Foundation (“Foundation”) was established as the non-profit steward of the Worldcoin protocol, supporting and growing the ecosystem until it becomes self-sufficient. Its main objective is to scale an inclusive identity and financial network as a public utility and to decentralize governance thereof. This infrastructure empowers everyone to participate in the global economy in the age of AI and lays the foundations for universal basic income.

The Foundation is an exempted limited guarantee foundation company, which is a type of non-profit, incorporated in the Cayman Islands. It has a wholly-owned business company subsidiary in the British Virgin Islands called World Assets Limited. This is the most common structure currently in use by protocol decentralized autonomous organizations (DAOs), according to the DAO Research Collective. To learn more about this entity arrangement, check out this Guide to the Cayman Islands Foundation Company and this Insight on DeFi, DAOs, and VASPs in the Cayman Islands from the Foundation’s outside counsel at the law firm Ogier.

This entity setup was a good fit for Worldcoin due to its separate personhood, limited liability, tax efficiency, support for compliance with virtual asset regulations, and suitability for long-term community governance. That last point is especially important. Cayman foundation companies can be structured to be “memberless” (that is, have no owners or shareholders) and instead to take instructions from a DAO. The DAO can therefore gradually steer matters such as running a grant program, open sourcing protocol intellectual property (IP), entering into service agreements, and managing a treasury. In the case of Worldcoin, the shared governance model is all the more critical so that, in the long-term, decisions can reside with the community.

At the same time, the Foundation is able to safeguard protocol IP that cannot be technologically decentralized. In most legal systems today, a DAO itself could not protect IP such as trademarks, open-source copyrights and domains. TFH has already transferred core protocol IP to the Foundation, including smart contracts, the World ID SDK, patents for the Orb design and iris recognition technology, brand assets, domains and social media accounts. And the Foundation has open sourced several core tech repositories and made the Orb’s hardware available under its Responsible Use License.

Areas of Responsibility

Decentralize Governance: There are several assets that are governed by the Foundation:

• Orb IP: Tools for Humanity has transferred all Orb IP to the Worldcoin Foundation. The Orb hardware and software will be open source with a restricted use license, prohibiting the misuse of the technology. This allows the Foundation to onboard other organizations building Orbs or similar devices.
• Data: In the case of Worldcoin, the shared governance model is especially critical. The Foundation is the “data controller” for any personal data collected via Orb sign-ups after Network launch. Down the road, decisions about that data should reside with the community. As the Foundation is a non-profit, this demonstrates the commitment that user data will never be sold.
• Ability to Whitelist Orb Credential Issuers: The Foundation manages the permissions for adding Orbs to the network, balancing hardware decentralization, security, and growth.

Decentralize Orb Development, Production and Operations: Today, Orbs are developed and produced by Tools for Humanity. Orb operations are already semi-decentralized, managed by several organizations around the world. In cooperation with Tools for Humanity, the Foundation will work on standards and incentives for organizations to develop, produce and operate Orbs such that the ecosystem can be decentralized.

Worldcoin Protocol Research: The foundation is actively working on open research questions to advance the Worldcoin protocol.

Develop a Grants Program to Evolve the Ecosystem: To encourage individuals and organizations to contribute to the Worldcoin ecosystem through research, the development and production of Orbs (and similar devices) or auditing the system, the Worldcoin Foundation will set up a grants program.

Governance Today

Today, the Worldcoin Foundation is “memberless”; it has no owners or shareholders. It is governed by a Board with three Directors: Chris “W” Waclawek, Phillip Sippl, and Glenn Kennedy of Leeward Management Ltd.

The Foundation currently uses a 4-of-6 multi-signature wallet to take any action related to Worldcoin’s smart contracts.

Decentralizing Governance

Decentralizing the governance of the Worldcoin protocol is both imperative and unprecedented, given the foundational nature of proof of personhood infrastructure and the ambition to scale it to billions of people. Building a DAO-based governance system for Worldcoin represents perhaps the most formidable challenge of the entire project, and this process is still in its earliest stages.

The Foundation should ultimately have a limited role in the protocol's governance. To this end, the Foundation’s founding documents have provisions for DAO-driven governance. These provisions make it possible, through a prescribed process, for the DAO to make recommendations to the Foundation’s Board of Directors. The Board is then bound to “observe, implement, carry out, action and execute with best efforts any and all DAO Recommendations,” subject to directors’ fiduciary duties and legal requirements. For further details, see the Foundation’s Memorandum of Association and Articles of Association.

World ID provides a unique opportunity to harness input from a large and diverse set of individuals in DAO-driven governance. The reach of World ID is unprecedented: over two million World IDs have already been issued, and tens of thousands more are issued each week. As a proof of personhood, World ID naturally supports “one-person-one-vote” voting, in contrast to token-based voting commonly used by DAOs. Notably, this adds more democratic options to the design space of voting mechanisms for Worldcoin.

In keeping with its limited role, the Foundation will solicit proposals for how World ID should interact in Worldcoin’s governance model. In general, the Foundation seeks input from contributors, the community and experts in the field as it decentralizes governance of the Worldcoin protocol.