v0-pre-alphaSep 13, 2025
Pre-alpha educational framework. Not legal, tax, accounting, investment, employment, or financial advice. Fairly Exact v0 assumes an LLC-based implementation, but governing documents, interest design, tax treatment, filings, and compliance must be determined by qualified professionals before use.

Advisor Blocks Guide

How to document external contributions without placing advisors or their negotiated economics in the member ledger.

Applies when

An advisor is engaged for guidance rather than delivery.

When to Use Advisor Blocks

Advisor Blocks record external value provided by someone who is not participating in day-to-day Contribution Blocks.

Appropriate uses#

  • ongoing strategic advice;
  • a specific introduction that produces a documented outcome;
  • contributed intellectual property or specialist expertise;
  • validation, mentorship, or other defined external support.

Use another record for#

  • active Build, Sell, Manage, or Maintain work: use a Contribution Block;
  • cash or assets: use the cash ledger and a Funding Block; and
  • ordinary paid services: use the documents and records qualified professionals require.

An Advisor Block is a contribution record, not an ownership grant or legal agreement.

Record the Negotiated Target, Not Member-Ledger Units

Advisor arrangements are commonly discussed using a target percentage or another negotiated economic term. Fairly Exact may record that proposed target, but it does not convert the target into member-ledger units.

Record:

  • the specific value or outcome expected;
  • whether the work is one-time or ongoing;
  • the proposed target percentage or other business term;
  • any conditions, duration, or delivery milestones;
  • required governance approvals;
  • the separate instrument reference; and
  • professional-review references.

The separate professionally prepared instrument must define the denominator, dilution, vesting or earning conditions, legal and tax treatment, and what happens at finalization. Do not describe an advisor target as a permanent percentage or as part of member-ledger ownership.

Evaluating the Contribution

Use transparent questions rather than a member-ledger conversion formula:

  1. What specific value is being provided?
  2. Is the value delivered once or over time?
  3. What observable outcome demonstrates delivery?
  4. Is the proposed business term understandable without hidden assumptions?
  5. How will future changes, dilution, departure, and finalization be handled by the separate instrument?
  6. Which qualified professionals will prepare and review it?

Market examples may inform a negotiation, but they are not Fairly Exact defaults and should not be presented as universally appropriate terms.

Interaction with Contribution Blocks

Keep roles and records separate:

  • An advisor does not enter the member ledger merely because an Advisor Block exists.
  • If an advisor later becomes an active contributor, complete the admission and professional-review process required by the governing documents before opening Contribution Blocks for that work.
  • Past advisory activity remains attached to its Advisor Block and separate instrument.
  • New Build, Sell, Manage, or Maintain work is delivered and accepted through ordinary Contribution Blocks.

The Contribution Block stage multiplier never applies to an Advisor Block. Any recognition of timing or risk belongs in the separately negotiated business terms.

Outside the Member Ledger

Advisor Blocks do not mint member-ledger units, enter ledger-weighted voting, or participate in the member-ledger final allocation.

At a mandatory finalization trigger, freeze the member ledger independently. Then have qualified professionals reconcile each advisor instrument according to its own terms. The Advisor Block preserves what was promised and delivered; it does not determine how the promise becomes legally effective.

Best Practices

Do#

  • define the contribution and observable outcome;
  • document the proposed business term and its assumptions;
  • require the approvals established by the governing documents;
  • obtain intellectual-property documentation when professionals require it;
  • keep the instrument reference with the Advisor Block; and
  • keep Advisor Blocks outside the member ledger.

Do not#

  • quote member-ledger units for an advisor;
  • imply that a target percentage is permanent or self-executing;
  • promise economics without a professionally prepared instrument;
  • mix advisory and active contributor work in one record; or
  • treat vague access or hypothetical future value as delivered contribution.