Notice | Incorporation of Gearbox Foundation (No Action Required)

Third Floor, Landmark Square,
64 Earth Close, PO Box 707
Camana Bay, Grand Cayman,
Cayman Islands, KY1-9006


Via forum post


Number: 1/23
Date: 2023-02-03

Topic: Incorporation of Gearbox Foundation (No Action Required)


This is to confirm that Gearbox Foundation (the “Foundation”) has been established as a foundation company in the Cayman Islands. Below you will find the details of the entity and information on certain major aspects of its operation.


Name: Gearbox Foundation
Address: Third Floor, Landmark Square, 64 Earth Close, PO Box 707 Camana Bay, Grand Cayman, Cayman Islands KY1-9006

Directors: DAObox Inc.
Supervisors: DAObox Inc.
Members: None

Purpose and Objects of Gearbox Foundation

The purpose and objects of the foundation are: to promote, support and facilitate the growth and development of the Gearbox blockchain protocol, as well as solutions and applications associated with, built on, or interacting with the Gearbox blockchain protocol; facilitate the decentralisation and, as a result, sustainability of the Gearbox blockchain protocol and diversity of community around it; support and finance various research and development activities, venues, and projects related to the Gearbox blockchain protocol, associated technologies, and their underlying software.


DAObox acts as the manager of the Foundation. The engagement term is two years expiring on February 2, 2025. As a corporate director, DAObox is responsible for the day-to-day operations of the Foundation and has discretion in performing its duties and assignments, subject to statutory limitations and within the mandate given by the GEAR DAO.

DAO Recognition

The Foundation recognises resolutions adopted by the DAO via voting (the “DAO Resolutions”). From the Foundation’s perspective, the initial voting venue is Snapshot, but DAO can change the venue at any time by adopting a DAO Resolution on the then-current voting venue. This means that, for example, to replace the Snapshot with another voting venue, the resolution has first to be adopted on Snapshot.

Managerial bodies of the Foundation cannot deal with certain reserved matters (the “DAO Reserved Matters”) unless the same has been approved by a DAO Resolution. DAO Reserved Matters include:

  • disposal of material property or assets of the Foundation, its IP;
  • changing the directors or supervisors;
  • alteration of Memorandum and Articles of Association;
  • entering into transactions having value in excess of $30k;
  • issuing tokens, securities, guarantees, etc.;
  • taking loans, and others.

The DAO can, by adopting a DAO Resolution, appoint a representative to act on behalf of the DAO in the relationship with the Foundation, including to communicate and give instructions.


The Foundation will monitor the Snapshot (or another DAO’s voting venue) and all DAO Resolutions adopted. The DAO may contact the Foundation by sending emails to the following address: It is possible to appoint a DAO representative responsible for communicating with the Foundation and giving instructions.

Foundation may send communications to the GEAR DAO by posting them on the forum at or in official discord \ telegram channels relating to Gearbox project. A notice may further be given to the DAO by such means that allow and/or enable reasonable and prudent participants of the DAO who are interested in the governance to get acquainted with such notice.


As long as the Foundation is managed by DAObox, we will be reporting to the GEAR DAO at least quarterly. This period may be extended or shortened depending on the actual circumstances and needs.

Further Instructions

At the moment, we are waiting for further instructions from the DAO to be adopted in the form of a DAO Resolution. The GEAR community has to decide on how they would like to use the Foundation, which operational objectives and goals to establish, and which resources to allocate.

We will be participating in the discussions relating to the above on the forum and in discord so that the DAO is aware of our opinion and vision. Following such discussions, we expect that the GEAR DAO will adopt a 6/12-months plan covering, at least, the following aspects:

  • Key operational objectives and goals;
  • Major assignments and responsibilities;
  • Budget (if needed for the above purposes).


DAObox Inc. | | Twitter: @DAObox_io | ​​Discord: DAObox#6687**


Is there some guidance / explanation on how to best do it? I don’t even know, for example, what or how could be done. Maybe a DAO-wide call is warranted here? I am not a fan of too many calls, but a setup call would kind of make sense, the rest can be done async in text indeex.

We recommend creating a temporary working group that we would be happy to join to work out the exact tasks and handover procedure, if applicable. As a result, the group shall submit for discussion and DAO vote the draft DAO Resolution with the list of assignments for the Gearbox Foundation.

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