governance
How Ruck is structured so it can't betray you: the constitution, the veto, and the independent body that holds it.
Ruck’s governance isn’t a marketing promise. It’s a corporate-legal structure registered with the UK Registrar of Companies. This page explains how it works and links to every relevant document.
the company
Ruck Social Ltd is a private company limited by shares, incorporated in England and Wales. Company number 16103311. UK company law is the foundation everything below is built on.
the constitution
Ruck has a constitution: eight rules written into the Articles of Association. In legal terms these are called the Protected Principles. They are binding on the company and its directors today. They are not policies. They cannot be quietly updated.
The eight rules:
Purpose. Ruck exists to provide a safe, ethical, and inclusive space for LGBT+ people to connect, without exploitation, manipulation, or degradation of user experience.
User data. The company collects only what’s necessary to operate its services. It cannot sell, license, or otherwise transfer user data for commercial purposes.
Free essential features. Creating a profile, browsing other profiles, sending and receiving messages: free now, free always. These features can never be placed behind a paywall or subscription.
Fair monetization. Any premium features are honestly priced. No dynamic pricing based on location, device, or behavior. No degrading the free experience to coerce upgrades.
Advertising. If Ruck ever displays ads, they must be clearly marked and non-invasive, and cannot be targeted on sexual orientation, gender identity, HIV status, or other sensitive personal data.
Anonymity. Users are never required to link external social media accounts. Users have meaningful control over what they share and with whom.
Transparency. Ruck publishes annual reports covering financial performance, data practices, and governance decisions, and proactively discloses material incidents or failures.
Ethical exit. If Ruck ever closes, user data is securely deleted, or transferred (only with informed user consent) to a successor committed to these same rules.
the veto
Nine specific corporate actions cannot be taken without the prior written consent of the Golden Shareholder. In legal terms these are called the Reserved Matters. Any action taken without that consent is void.
The nine:
- Sale, merger, or change of control: unless the acquirer commits in legally binding terms to preserve the constitution and maintain the Golden Share.
- Sale or monetization of user data: any sale, license, transfer, or commercial disclosure to third parties.
- Paywalling essential features: any charge on profile creation, browsing, or messaging.
- Manipulative monetization: dynamic pricing by location, device, or behavior; or any design that degrades the free experience to coerce paid upgrades.
- Targeted advertising on sensitive characteristics: ads targeted on sexual orientation, gender identity, HIV status, or other sensitive personal data.
- Amending the constitution: any change to the Protected Principles, or any change to the Articles that would weaken the Golden Share or the veto triggers themselves.
- Removing anonymity protections: requiring users to link social media accounts or disclose their real name as a condition of using the service.
- Amending the Articles: insofar as the amendment would directly or indirectly weaken the Golden Share or the constitution.
- Winding up: unless provision has been made for secure deletion of all user data, or consented transfer to a successor committed to the constitution.
the golden share
The Golden Share carries one right and no others: the right to consent to, or block, any of the nine veto triggers.
It has no economic value. No dividends. No claim on assets. No vote at general meetings. It exists solely to veto.
It cannot be sold, pledged, or encumbered. Any attempt to transfer it outside the permitted route is void. There is only one, and no further Golden Shares can ever be created.
the entrenchment
Under UK company law, the constitution and the Golden Share provisions are entrenched. They can only be amended if both of the following happen:
- The Golden Shareholder gives prior written consent to the specific amendment, and
- A special resolution of ordinary shareholders is passed.
Both conditions must be satisfied. Neither alone is enough. The entrenchment is registered with the Registrar of Companies and is verifiable on the public record.
the Ruck Stewardship Trust
The Articles of Association require the Golden Share to be transferred to the Ruck Stewardship Trust upon the Trust’s formal establishment. The Trust is an independent non-profit body created for one purpose: to hold the Golden Share on behalf of the LGBT+ community.
When established, its stewards will have no financial stake in Ruck. They will be selected for their commitment to LGBT+ rights, ethical technology, and user protection. They will rotate periodically. Their sole function will be to exercise, or withhold, the veto.
The Trust is being established. The share transfer is the next step. Until then, the Golden Share is held by the Founder, bound by the same entrenched provisions. The Founder cannot amend the constitution, cannot weaken the veto, and cannot change the Articles to undo any of this.
If the Trust is ever dissolved, the Articles require the Golden Share to pass to a qualifying successor stewardship body. If no successor can be identified within 12 months, the share is held by an independent trustee appointed by the President of the Law Society of England and Wales until one is found.
what the veto doesn’t cover
To be clear about the scope: the Golden Share is narrowly defined. Its consent is not required for ordinary business decisions, including pricing of premium features, hiring and compensation, product development, marketing, fundraising, issuing new ordinary shares, or appointing and removing directors.
The Trust is not a board. It is not a co-owner. It is a single-purpose gatekeeper for the moves that would harm users. Everything else stays with the company.
where we are today
| Milestone | Status |
|---|---|
| Amended Articles of Association adopted | ✓ 27 February 2026 |
| Articles filed at Companies House | ✓ Filed |
| Entrenchment registered with Companies House | ✓ Filed |
| Golden Share created and issued | ✓ Held by Founder |
| Ruck Stewardship Trust established | In progress |
| Golden Share transferred to Trust | Pending Trust establishment |
| Trust Charter published | Pending Trust establishment |
glossary
| Plain language | Legal term | Where it lives |
|---|---|---|
| The constitution | Protected Principles | Schedule 1 of the Articles |
| The veto triggers | Reserved Matters | Article 8 |
| The veto mechanism | Golden Share (the S Share) | Articles 5 to 10 |
| The independent guardian | Ruck Stewardship Trust | Article 21 |
| The Trust’s internal rules | Charter | Separate document, referenced in Article 1 |