Hey, Life with Justin Stephens community! Justin here, continuing the conversation from yesterday's introduction to America's Holding Company. As we document this journey through personal finance, success, business, sales, and marketing, today I'm diving into the corporate structure behind this vision. It's designed to create equitable, time-based support for all generations, and my experiences developing it over the last 3 years have been a mix of excitement and challenges. Let's break it down—why a C-corporation, the share classes, and how it all works to manage that "pie" of ownership.

Why a C-Corporation? The Foundation for Growth

America's Holding Company is set up as a C-corporation for a few key reasons, based on what I've learned from my experiences in business and finance:

1. Different Shares for Different Purposes: It needed to have share classes that do different things—controlling direction, handling retirement, and going public.

2. Its Own Entity: Unlike pass-through entities (like LLCs), a C-corp is taxed separately, allowing it to retain earnings for growth without immediate personal tax hits.

3. Room for Many Shareholders: It can have unlimited shareholders, but specifically, it needs to accommodate more than 100 to go public and include broad participation.

4. Path to Public Markets: The goal is to take it public one day, which C-corps are structured for—issuing stock, stock splits, and scaling.

We incorporated as a C-corporation out of Delaware back in 2022, a common choice for its business-friendly laws. Starting with a total of 100,000 shares keeps the count low, so we can do stock splits as the company grows. This way, early participants enjoy the upside as value compounds—think of it as rewarding time and contribution over just money.

The Pie and Its Slices: Three Class Shares

Think of the company like a pie, with 3 different large slices broken down into smaller ones. The three classes are designed to do different things for the company:

• Class A Shares (19% of the Company, 19,000 Shares): These are for the board of directors and control the direction of the company. They have super voting rights—each share gets 30 votes—to ensure stable leadership.

• Class B Shares (51% of the Company, 51,000 Shares): These are for the retirement portion of the company, like an ESOP. They can only be received by being a part of what we're building and must be sold back to America's Holding Company. Class B shares get 5 votes per share, giving participants a voice in the long-term vision.

• Class C Shares (30% of the Company, 30,000 Shares): These are what we want to take public on the stock market—anyone can buy and sell them freely. They vote at a rate of 1 vote per share, making them accessible for broad ownership .

This structure allows for different roles: Control (A), Retirement Equity (B), and Public Investment (C), all while keeping the pie intact.

Managing the Pie: First Right of Refusal

One of the ways we're managing and controlling this entity is through a first right of refusal clause built into our bylaws. Whenever any share is sold, America's Holding Company has the first right of refusal to buy the shares at the agreed-upon price. This allows us to take shares off the public market if we think it's a good investment, rather than letting them switch hands. The seller still gets the value they agreed to, but the company becomes the buyer. This set-up lets us manage the number of slices of the pie as time passes—the number will go up and down, but it will always be a pie.

Reflections: Why This Structure Fits the Vision

From my experiences over the last 3 years, this setup solves key issues: It enables diverse share functions, scalability, and public access while maintaining control. It's about creating a system where time invested leads to equitable ownership, lifting people throughout life—not just at the end.

Why This Matters for Your Journey

Big ideas like this challenge us to think beyond personal budgets—to systems for collective success. In finance, it's about long-term equity; in business, scalable structures; in life, supporting all generations.

At Life with Justin Stephens, we share raw Journal Entries like this, alongside Point of View stories, Life Strategy tips, Resources, and Great Causes to inspire your path in finance, business, sales, marketing, and beyond.

Call to Action: Subscribe at justindcstephens.com for daily motivation. Share your thoughts on corporate structures, and comment: What one innovation would you add to social systems?

P.S. Tomorrow, a Journal Entries post on how to get ownership in the pie. Stay tuned!

To your success,

Justin Stephens