The Incorporated Entity

An incorporated entity consists initially of a charter, which enumerates the name, purpose, procedures, and organizational structure, of an initially fictitious incorporated entity.   The name includes a base name and a locality extension of a precise form to be specified by law, and with the extension is unique.   The locality extension is the type and name of the unit of state corresponding to the smallest geographic region within which the organization's activities will be initially confined, or the entire country, whichever is smaller.   The name (with extension) of the incorporated entity must be registered with an appropriate agent of the appropriate unit of state, at no fee, so that name uniqueness can be easily verified.   If the entity's area of activity changes, it can choose to update the locality extension to reflect the new area of activity, changing its base name if its original base name is already in use with the new locality extension.   When this change occurs, the previous unit of state of incorporation must be notified, and the new name registered with the unit of state whose geographic domain corresponds to the new area of activity.

A group of individuals can then formally organize and legally bind themselves through a set of contractual agreements each of which names the individual and the heretofore fictitious entity as the signatories.   This contract must include the unabridged charter.   Such individuals become members of the organization after proper signatures have been recorded.   The first such individual is one named in the charter as a valid representative of the incorporated entity.   The contract signed by this individual is signed only by this individual. Thereafter, the incorporated entity is no longer fictitious, and the signature of the incorporated entity on further contracts must be supplied by this or another valid, contractually bound representative.

The members are responsible to an agreed upon degree, in an agreed upon fashion, and in a court of law, for the activities of the organization, actions which are typically taken under the appellation of the organization.   This responsibility cannot be construed to automatically implicate a member of the organization for counter-contract or criminal action(s) taken by another member, whether or not the other member takes the action(s) under the appellation of the organization.

Charters of incorporated entities are national.   Court cases brought by or against incorporated entities start as specified in § Unified Court Hierarchy.

Contracts in which one party is an incorporated entity can only be enforced at court in this nation if the incorporated entity has a charter within this nation.

All members of an incorporated entity, as listed in the charter, must be in the identification database described in § Human Identification Infrastructure.

The parties to the charter of an incorporated entity must have absolute control over the internal affairs of that incorporated entity.   In particular, some subset of the membership (possibly equal to the full membership), including anyone with an ownership share, designated in the current charter of record as directors, and with vote-weights specified for each and directly proportional to ownership share, must have the authority to issue any lawful directive (which they will have agreed upon by some mechanism of their own design) consistent with the charter when votes for less votes against exceeds 50% of the sum of the vote-weights of the directors, or a more easily attained threshold as specified in the charter.   Each director must be able to vote fractionally, casting only a portion of his vote-weight for or against, but cannot cast some of his vote-weight for and some against in a single vote.

The charter, and the identities of all members with a current share of ownership, revealing particularly the proportion of ownership of each, must be publicly available.

If an agent of an incorporated entity with a charter in this nation commits an act anywhere in the world that is unlawful throughout this nation, on behalf of that incorporated entity and with the foreknowledge or direction of any member of that incorporated entity, both the incorporated entity and the agent must be prosecuted in this nation.   If the incorporated entity fails to satisfy a lawfully ordered penalty, then it cannot enforce in any court of this nation any contract, though others can still enforce at court contracts they have with this incorporated entity.   The incorporated entity can be ordered to end its affiliation with the agent, and can be ordered to eject without possibility of readmission any member or employee who directed the act.

Incorporated entities are not as such entitled to the rights of individuals, and cannot be considered to be individuals or as though individuals in law.

Incorporated entities must be wholly owned by their employees.

No law can require that a particular number, proportion, or class of employees of an incorporated entity be shareholders in that incorporated entity.

An employee of an incorporated entity is an individual who annually performs at least 1000 hours of work on behalf of that incorporated entity, and is recognized formally by that incorporated entity as an employee.

No individual can be an employee of more than one incorporated entity operating in the same domain, as defined in § The Monopoly.

Incorporated entities that operate in the same domain cannot merge. The state cannot otherwise impede the merger of incorporated entities, and under no circumstances can an incorporated entity be compelled by the state to divide into multiple incorporated entities.

No contract can promise to an individual a share of ownership in an incorporated entity of which he is not currently an employee, if the individual currently has a share of ownership in another incorporated entity that operates in a domain in which the former incorporated entity operates.

No law can limit the properties owned by an individual or incorporated entity based on the variety or extent of those properties, or act on that basis, though the purchase of particular land properties can be temporarily embargoed as specified in this document.

No employment contract can specify consequences for non-criminal conduct of an employee while that employee is off the premises of the employer, not drawing a wage, and not displaying paraphernalia specifically identifying the employee as acting in an official capacity on behalf of the employer.   An employee contract can require an employee to divulge the contents of a conversation only if that conversation revealed an intent to take action directly harmful to the incorporated entity.



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This is a preliminary draft. Pending changes are in The To-Do List