CivicOS Labs / Formation / 2026

The CivicOS Institute is the mission.
The LLC is how we start.

CivicOS Labs, LLC exists for one reason: to facilitate the formation of the CivicOS Institute, a planned nonprofit organization dedicated to open civic infrastructure, government accountability, and transparent public procurement.

How it works FAQ

Current structure

Designed for transfer from day one.

CivicOS Institute
Planned 501(c)(3) nonprofit — not yet formed
↓
CivicOS Labs, LLC
Current operating entity — Florida limited liability company

Once the Institute is fully formed and an independent board is seated,
the LLC will be transferred to become a wholly owned subsidiary of the nonprofit.

CivicOS Institute is the mission — a privacy-first, vendor-independent nonprofit building open civic infrastructure for the public good. But a nonprofit doesn't appear overnight. It requires incorporation, IRS determination, an independent board, bylaws, and governance infrastructure. That process takes time.

CivicOS Labs, LLC exists to do the work that can't wait: filing public records requests, publishing findings, building tools, accepting formation support, and proving the model before the nonprofit doors open.

The LLC is not the organization. It is the scaffold.

Why an LLC first

A practical step, not a permanent choice.

Forming a 501(c)(3) nonprofit takes time — typically 6 to 12 months from filing to IRS determination. In that gap, an operating entity is needed to:

The LLC is not an end-run around nonprofit governance. It is a standard pre-formation vehicle — designed to preserve momentum during a necessarily slow legal process.

The commitment

Transfer when ready. Not optional.

Once CivicOS Institute is fully formed as a recognized tax-exempt nonprofit and an independent board is seated, the following will happen:

  1. CivicOS Labs, LLC will be transferred to become a wholly owned subsidiary of the CivicOS Institute.
  2. The Institute's independent board will have full governance authority over the LLC and all of its assets.
  3. All intellectual property, contracts, and assets held by the LLC will belong to the nonprofit.
  4. The Institute may continue using the LLC as an operational subsidiary, dissolve it, or restructure it — at the board's sole discretion.
Not optional, not discretionary

The LLC's founding documents require transfer to a qualified nonprofit once the Institute is formed and an independent board is seated. This commitment is enforceable regardless of who manages the LLC at the time of transfer.

Until transfer, the LLC operates under a governance commitment equivalent to a nonprofit: mission-locked, nonpartisan, and accountable to the public interest. No founder has personal ownership rights to the organization's intellectual property or assets beyond standard compensation for work performed.

Timeline

Building in the open.

Now

CivicOS Labs, LLC — operational

FOIA filings live. Ebook published. SME pipeline running. Formation support program preparing.

Mid 2026

Institute formation begins

Articles of incorporation, bylaws, independent board recruitment, IRS Form 1023 preparation, charitable solicitation review.

Late 2026 / Early 2027

IRS determination and transfer

501(c)(3) determination, independent board seated, LLC transferred as wholly owned subsidiary. Full nonprofit governance in effect.

These dates are estimates. The legal process will not be rushed, and the board will not be seated until the governance structure is strong enough to serve the mission independently.

What we're building now

Evidence first. Revenue parallel.

Evidence lane

Public records, transparency, accountability

FOIA filings across six Florida jurisdictions. Procurement data analysis. Public findings published when the evidence supports them. No claims before proof.

Revenue lane

Products, publications, founding support

Ebooks, zines, guides, tools, and a Founding 25 formation-support program to fund the build. Purchases and support are not tax-deductible through Labs, but they help fund the founding of CivicOS Institute.

The work should not wait for a letter from the IRS.

Public procurement data grows stale. FOIA requests have statutory deadlines. School boards and city councils make decisions every week that affect millions of people. A 12-month formation window should not mean 12 months of silence.

The LLC allows us to build the evidence base, develop the tools, and demonstrate the method so that the CivicOS Institute launches with a body of work — not just a promise of work to come.

For supporters

What this means for people joining now.

Important: Not legal, tax, or financial advice

Contributions and purchases through CivicOS Labs, LLC are not tax-deductible as charitable donations. They do help fund the founding work for CivicOS Institute. Once CivicOS Institute is formed and the LLC is transferred, prior supporters will have no special governance rights unless formally appointed to the board. We encourage every potential supporter to consult their own legal and tax advisors.

Supporters joining before the Institute is formed are helping build the institution itself — funding the research, tools, and operational capacity that will become the Institute's initial endowment of work.

FAQ

Common questions.

Is CivicOS Labs a nonprofit?
No, not yet. CivicOS Labs is currently a Florida limited liability company. CivicOS Institute is the planned nonprofit, but it has not been formed or received tax-exempt determination from the IRS.
Are contributions tax-deductible?
No. Contributions and purchases through the LLC are not tax-deductible as charitable donations. They do help fund the founding work for CivicOS Institute. We will clearly communicate all changes in tax treatment if and when the Institute is formed and contributions become deductible.
Could the LLC decide not to transfer?
No. The LLC's founding documents and governance commitments require transfer to a qualified nonprofit once the Institute is formed and an independent board is seated. This is not a discretionary decision — it is the entire reason the LLC exists.
Who controls the LLC now?
The LLC is managed by its founder, Nick Cerbone, who serves as director during the formation phase. All material decisions — including financial commitments, intellectual property assignments, and governance changes — are documented and will be fully transparent to the Institute's future board.
Why two websites — civicoslabs.com and civicos-institute.org?
civicoslabs.com is the Labs LLC's operational site, where current work, products, and formation updates live. civicos-institute.org is reserved for the future Institute. Once the nonprofit is formed, civicos-institute.org will become the primary public face.
What happens if the Institute is never formed?
If the Institute cannot be formed — due to legal, financial, or other barriers — the LLC's assets will be transferred to another qualified nonprofit with a compatible mission, or dissolved and distributed per Florida law. The mission assets will not revert to private ownership.

The mission

Open civic infrastructure for the public good.

CivicOS exists to make government operations visible, understandable, and accountable. We build open-source tools for civic transparency — so every community has the infrastructure it deserves.

The LLC is how we start. The nonprofit is how we last.

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