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