Bill: Pending P.B.00-019 | Legal Entity Act

Stoppers

Stoppers

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Mar 8, 2025
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A
BILL
To
Provide for Legal Entities​

1 - Short Title and Enactment
(1) This Act may be cited as the 'Legal Entity Act'
(2) This Act shall be numbered as P.B-00-019.
(3) This Act shall be enacted immediately upon its signage.
(4) This Act has been authored by Stoppers.
(5) This Act has been co-sponsored by MrFluffy2U94.

2 - Reasons
(1) Alexandria needs corporate law.

3 - Definitions
  1. Outstanding or issued shares shall mean all shares not in the possession of that company.
  2. Authorized shares shall mean all shares authorized by the Certificate of Incorporation.
  3. The formation instrument shall be the instrument that forms the legal entity.
  4. For the purposes of this act, a person shall mean a natural person or a legal entity.
  5. For the purposes of this act, an individual shall mean a natural person.
  6. For the purposes of this act, an entity shall mean a legal entity.
  7. Winding up shall mean the process of dissolving the company.
  8. The registered name of a legal entity shall be the name on the formation instrument.

4 - General
  1. In addition to the powers enumerated in paragraph 3 of this section, every legal entity, its officers, directors (and, if applicable, stockholders and members) shall possess and may exercise all the powers and privileges granted by this act or by any other law or by its Certificate of Incorporation, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business or purposes set forth in its formation instrument.
  2. Legal entities may be sued in any judicial, administrative, or other proceeding in its name as a legal entity.
    1. Summons for a legal entity must also summon the directors of that legal entity.
  3. Unless otherwise provided by law, a legal entity shall have the following powers:
    1. Sue in all courts and participate, as a party or otherwise, in any judicial, administrative, or other proceeding, in its name as legal entity;
    2. Purchase, receive, take by grant, gift, devise, bequest or otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with movable or immovable property, or any interest therein, wherever situated, and to sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage or pledge, all or any of its property and assets, or any interest therein, wherever situated;
    3. Be an incorporator, promoter, director, or manager of an incorporated entity;
    4. Participate with others in an incorporated entity, or in any transaction, undertaking or arrangement which the participating legal entity would have power to conduct by itself, whether or not such participation involves sharing or delegation of control with or to others;
    5. Lend money, invest and reinvest its funds, and take, hold and deal with real and personal property as security for the payment of funds so loaned or invested;
    6. The directors of a legal entity may bind that entity, and delegate this power subject to the limits and restrictions set by the appropriate authorities and regulations;
    7. Wind up and/or dissolve itself.
    8. Appoint such officers and agents as the business of the legal entity requires
    9. Any legal entity may guarantee, purchase, take, receive, subscribe for or otherwise acquire; own, hold, use or otherwise employ; sell, lease, exchange, transfer or otherwise dispose of; mortgage, lend, pledge or otherwise deal in and with, bonds and other obligations of, or shares or other securities or interests in, or issued by, any legal entity, or individual, or by any government or agency or instrumentality thereof. A legal entity while owner of any such securities may exercise all the rights, powers and privileges of ownership, including the right to vote.

5 - Public Entity
  1. Formation Instrument:
    1. By Ministerial Order;
    2. By Order of Cabinet;
    3. By Law.
  2. The powers set by section 4 of this act may be limited by the formation instrument of the public entity
  3. Public entities may not wind up or dissolve themselves unless otherwise defined by law or in their formation.
  4. Public entities shall be exempt from all taxes unless otherwise defined.
  5. Existing entities
    1. Ministries
      1. For the purposes of this act, the minister of a ministry shall be considered the sole director of the public entity.
      2. Ministries cannot sue each other.
      3. The legal representative for a Ministry shall always be the Ministry of Justice.

6 - General Provisions for Incorporated Entities
  1. Unless otherwise defined by law, Incorporated Entities shall always need an in-game company with a name that closely resembles the in-game name.
  2. Company docket
    1. It shall be the function of the Company Docket to keep a record regarding the amendments, activities and ownership of the company
      1. The following information shall at least be recorded in the Company Docket
        1. Summons issued to the Incorporated Entity
        2. Verdicts regarding the Incorporated Entity
        3. Any enforcement actions against the Incorporated Entity
    2. This shall be a thread in the Company Register
    3. All Company Dockets in the Company Register shall be public.
    4. The title of the thread shall be the registered company name.
    5. Incorporated Entity Summary:
      1. This shall be the first post in the company docket and shall contain the most recent information listed below or defined elsewhere:
      2. The name of the company
      3. The formation instrument
      4. Any ongoing court cases
      5. Any ongoing enforcement actions
    6. Information recorded in the Company Docket shall be immutable and permanent, even if the incorporated entity does not exist anymore.
      1. Small mistakes such as spelling mistakes may be corrected, but may not alter the meaning or the spirit of the record.
      2. The underlying medium for documents and other files must also reflect this property
        1. Google Docs links for example may not be used to store documents recorded in the Company Docket.

7 - Corporation
  1. The Corporation shall be regarded as an Incorporated Entity.
  2. The formation instrument of the Corporation is the Certificate of Incorporation.
  3. Members of a Corporation shall be the shareholders.
  4. The officers and directors shall be listed on the Incorporated Entity summary together with their title, class or group.
  5. On any vote there shall be a quorum of at least 50% of the voting power where abstentions shall be counted as a vote, unless otherwise defined in the Certificate of Incorporation or the bylaws.
  6. Formation:
    1. The Incorporators shall file a Certificate of Incorporation.
    2. There may be multiple Incorporators.
    3. The Ministry of Trade and Finance shall verify the Certificate of Incorporation for compliance within 5 days.
      1. The Ministry of Trade and Finance shall be liable to pay $50 every begun day exceeding this limit to the Incorporators.
      2. The time limit may be reasonably extended only for the following reasons. The reason must be shared:
      3. The complexity of the Certificate of Incorporation exceeds the complexity which is reasonable to be verified in that time frame;
      4. There is an exceedingly high amount of filings that prevents verifying the Certificate of Incorporation within that time frame.
    4. If the Certificate of Incorporation fails verification, then the Ministry of Trade and Finance shall provide a clear reason.
    5. If the Certificate of Incorporation passes verification:
      1. A Company Docket shall be opened;
      2. The Minister of the MOTF or their delegate shall sign the Certificate of Incorporation in the Company Docket;
      3. The Corporation shall begin its existence from the point the signature of the Certificate of Incorporation has been posted in the Company Docket.
  7. Certificate of Incorporation
    1. Mandatory contents:
      1. The name of the Corporation
      2. The name of the Incorporators
        1. This is mandatory only if there is no first director assigned in the Certificate of Incorporation until the first director is elected.
      3. The nature of the business or purposes to be conducted or promoted.
        1. It shall be sufficient to state, either alone or with other businesses or purposes, that the purpose of the Corporation is to engage in any lawful act or activity for which Corporations may be organized under the Laws of Redmont, and by such statement all lawful acts and activities shall be within the purposes of the Corporation, except for express limitations, if any.
      4. The following per share class
        1. The amount of shares authorised to be issued
        2. The par value of the shares
        3. The name of the share class
          1. This shall be optional if there is only a single share class.
    2. Optional contents:
      1. Any provision for the management of the business and for the conduct of the affairs of the Corporation;
      2. Any provision creating, defining, limiting and regulating the powers of the Corporation, the directors, the third parties, and the stockholders, or any class of the stockholders
      3. Provisions requiring the vote of a larger portion of the stock or of any class thereof, or of any other securities having voting power, or a larger number of the directors, than is required by this Act;
      4. A provision limiting the duration of the Corporation’s existence to a specified date otherwise the Corporation shall have perpetual existence;
      5. A provision imposing personal liability for the debts of the Corporation on its stockholders to a specified extent and upon specified conditions; otherwise, the stockholders of a Corporation shall not be personally liable for the payment of the Corporation’s debts
        1. Any passed amendment to the Certificate of Incorporation increasing personal liability for the debts of the Corporation on its stockholders shall need notice to be posted in the Company Docket and notice to be given to the affected people. The personal liability increase shall be suspended until 72 hours after both notices have been given.
      6. A provision setting inactivity requirements and the actions to be taken if the owner of the shares is inactive.
        1. By default
          1. The inactivity requirement shall be a minimum of 6 hours in the last 30 days.
          2. The shares shall be bought back at par value
        2. A stockholder in violation of inactivity requirements shall be notified at least 72 hours before shares change ownership.
      7. A provision setting the powers, preferences, rights, qualifications, limitations or restrictions of share classes
      8. A provision setting the first directors.
    3. Amendments:
      1. The Certificate of Incorporation must be amended by a stockholder vote of at least a majority.
      2. Unless otherwise defined in the Certificate of Incorporation, the amendment shall originate from the board of directors by majority vote.
      3. The holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the Certificate of Incorporation. Such an amendment must reach at least a majority in each class.
        1. This shall only apply to the following amendments:
          1. To increase or decrease the aggregate number of authorized shares of such class;
            1. The amount may not go below the amount of outstanding shares in that class.
          2. To increase or decrease the par value of the shares of such class;
          3. Alter or change the powers, preferences, or special rights of the shares of such class so as to affect them adversely.
  8. Bylaws:
    1. The Bylaws of a Corporation may regulate any matter concerning the Corporation, provided that such authority is delegated to the Bylaws by the Certificate of Incorporation and does not conflict with applicable law.
      1. Any reference to the Certificate of Incorporation shall include the Bylaws if the subject matter is delegated to the Bylaws.
    2. In case of conflict between the Bylaws and the Certificate of Incorporation, the Certificate of Incorporation shall prevail.
    3. Unless otherwise provided by the Certificate of Incorporation, the Board of Directors may amend the Bylaws with a majority.
    4. If there are Bylaws, they shall be added to the Incorporated Entity summary
  9. Board of directors
    1. The business and affairs of every Corporation shall be managed by or under the direction of a board of directors, except as may be otherwise provided in this Act or in its Certificate of Incorporation. If any such provision is made in the Certificate of Incorporation, the powers and duties conferred or imposed upon the board of directors shall be exercised or performed to such extent and by such person or persons as shall be provided in the Certificate of Incorporation.
    2. Unless otherwise restricted by the Certificate of Incorporation or Bylaws, the board of directors shall have the authority to fix the compensation of directors.
    3. Any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors unless otherwise provided by the Certificate of Incorporation
    4. The Incorporators shall be the first directors if there is no first director set in the Certificate of Incorporation.
    5. Directors shall have a fiduciary duty of care and loyalty to the Corporation and by extension to the shareholders
  10. Director and officer liability:
    1. Duty of care mandates that a person shall:
      1. act in good faith
      2. act on an informed basis
      3. with the care that a reasonable person in a similar position and circumstance would exercise
      4. in a manner that is in the best interest of the Corporation
    2. Duty of loyalty mandates that a person shall put the interest of the company before their own personal interests and act in good faith
    3. The duty of loyalty shall have the rebuttable presumption of being met if the person has disclosed their conflicts of interest.
    4. Fiduciary duty shall mean the duty of care and the duty of loyalty
    5. The business judgement rule presumes that the requirements for the duty of care and the duty of loyalty have been met, subject to clear and convincing evidence proving otherwise
      1. Courts shall not substitute its own notions of what is or is not sound business judgment if the requirements of fiduciary duty have been met
  11. Officers
    1. Officers shall be chosen in such manner and shall hold their offices for such terms as are prescribed by the Certificate of Incorporation, Bylaws or determined by the board of directors or other governing body. Each officer shall hold office until such officer’s successor is elected and qualified or until such officer’s earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation.
  12. Shares
    1. A Corporation shall have 1 or more shares of 1 or more classes outstanding which, single or combined, shall have full voting powers.
      1. Any action breaching the above provision shall be null and void.
    2. Shares shall not be in bearer form.
    3. There shall not be fractional shares
    4. Shares with different powers, preferences, rights, qualifications, limitations or restrictions shall be considered different share classes.
    5. Shares authorized but not outstanding shall be considered in the ownership of the company.
      1. These shares may be issued in the manner provided by the board of directors through a resolution with at least a majority vote.
    6. Unless otherwise provided by the Certificate of Incorporation:
      1. A Corporation may demand payment up to the part of the par value for a share that is not paid.
      2. A share that is not fully paid up shall have its voting right suspended until it is fully paid up
      3. Refusal to pay up to the par value for a share that is not fully paid up within 72 hours of notice given, shall allow the Corporation to forfeit the share to the Corporation.
    7. Shares forfeited or forcibly change ownership by the Corporation shall always need 72 hours of notice to the stockholder
    8. The counting of votes shall be by voting power, not by individual shares unless otherwise defined by law or by the Certificate of Incorporation
    9. Own shares:
      1. Every Corporation may purchase, redeem, receive, take or otherwise acquire, own and hold, sell, lend, exchange, transfer or otherwise dispose of, pledge, use and otherwise deal in and with its own shares
      2. (c) Shares of a Corporation’s capital stock shall neither be entitled to vote nor be counted for quorum purposes if such shares belong to:
        1. The Corporation;
        2. Another Incorporated Entity controlled directly or indirectly by the Corporation
    10. Share register
      1. All Corporations shall have a share register
      2. It shall keep a record of ownership of all shares
        1. If shares are owned through an Exchange or through a securities depository then this shall be written as the owner in the share register.
  13. Shareholder rights and liabilities
    1. Shareholders shall only be liable up to the unpaid part of their share except otherwise defined
    2. Minority shareholders may petition the court to conduct an entire fairness review on transactions that materially affect them.
    3. Access to information
      1. Each stockholder of a Corporation, in person or by attorney or other agent, has the right, subject to such reasonable standards (including standards governing what information (including books, records and other documents) is to be furnished at what time and location and at whose expense) as may be set forth in the Certificate of Incorporation, to obtain from the Corporation from time to time upon reasonable demand for any purpose reasonably related to the stockholders interest as a stockholder of the Corporation:
        1. True and full information regarding the status of the business and financial condition of the limited liability company;
        2. Other information regarding the affairs of the limited liability company as is just and reasonable.
      2. Each director and officer shall have the right to examine all of the information described in paragraph above for a purpose reasonably related to the position of director.
      3. The directors and officers of a Corporation shall have the right to keep confidential from the stockholders, for such period of time as the director or officer deems reasonable, any information which the director reasonably believes to be in the nature of trade secrets or other information the disclosure of which the manager in good faith believes is not in the best interest of the director or could damage the limited liability company or its business or which the director is required by law or by agreement with a third party to keep confidential.
  14. Legal:
    1. Contractual counterparties and third parties may presume that a director or officer who legally binds the Corporation, shall be within their power to do so.
      1. The Corporation shall be legally bound even though the director or officer was without power to sign
      2. A Corporation that notices this discrepancy shall speedily notify the contractual counterparty.
        1. Failure to notify shall void to contract
      3. The counterparty shall decide whether or not to void the contract within reasonable time
      4. If the counterparty decides not to void the contract, the contract shall become binding
  15. Dissolution and winding up
    1. Unless otherwise defined in the Certificate of Incorporation, the process of dissolution shall go as following:
      1. The process may be started by the board of directors with the adoption of a resolution advising dissolution
      2. If adopted the resolution shall be posted in the Company Docket and the stockholders shall be notified
      3. The stockholders shall vote with at least a majority to approve the dissolution
      4. The Corporation shall post a certificate of dissolution in its company docket
    2. Dissolution must always be approved by stockholders with at least a majority
    3. A dissolution resolution shall override any provision set in the Certificate of Incorporation
    4. A proposed dissolution resolution must be posted in the Company Docket at least 72 hours before the stockholder vote takes place.
      1. This shall not be applicable if the dissolution is approved of by unanimous consent of all stockholders
    5. The approval or rejection of the proposed dissolution resolution must be posted in the Company Docket
    6. The dissolution resolution shall be executed
      1. This must at least do the following:
        1. End all contracts
        2. Pay off all creditors
        3. Finish all lawsuits
        4. Liquidate all assets
        5. Distribute all remaining cash according to the dissolution resolution
          1. By default this shall be to the shareholders according to the appropriate rules and regulations
    7. If the dissolution resolution has been fully executed, a Certificate of Dissolution shall be filed in the Company Docket and the Ministry of Trade and Finance shall be notified.
      1. The Secretary of the MOTF shall sign this Certificate of Dissolution within 72 hours.
        1. If this time limit is breached the Ministry of Trade and Finance shall pay $1,000 for every begun hour in violation.
        2. The Corporation shall end its existence on the point the signature of the Certificate of Dissolution has been posted in the Company Docket
        3. The Ministry of Trade and Finance may suspend this signature for a reasonable time to verify that the dissolution resolution has been fully and lawfully executed

8 - Limited Liability Company
  1. A limited liability company shall be regarded as an incorporated entity
  2. The limited liability company may be abbreviated by “LLC”
  3. Members of a LLC shall mean members as described in this section
  4. The managers of the LLC shall be listed on the Incorporated Entity summary together with their title, class or group.
  5. Formation
    1. The Incorporators shall file a Certificate of Formation
    2. The Ministry of Trade and Finance shall verify the Certificate of Formation for compliance within 5 days.
      1. The Ministry of Trade and Finance shall be liable to pay $50 every begun day exceeding this limit.
      2. The time limit may be reasonably extended only for the following reasons. The reason must be shared:
        1. The complexity of the Certificate of Formation exceeds the complexity which is reasonable to be verified in that time frame;
        2. There is an exceedingly high amount of filings that prevents verifying the Certificate of Formation within that time frame.
    3. If the Certificate of Formation fails verification, then the Ministry of Trade and Finance shall provide a clear reason.
    4. If the Certificate of Formation passes verification:
      1. A Company Docket shall be opened
      2. The Secretary of the MOTF or their delegate shall sign the Certificate of Formation in the Company Docket.
      3. The Corporation shall begin its existence from the point the signature of the Certificate of Formation has been posted in the Company Docket
  6. Certificate of Formation
    1. Voting power of the LLC shall mean the votes of members or the votes of an interest.
    2. On any vote there shall be a quorum of at least 50% of the voting power where abstentions shall be counted as a vote
    3. Mandatory contents:
      1. The name of the LLC
      2. The name of the formator
      3. The nature of the business or purposes to be conducted or promoted.
        1. It shall be sufficient to state, either alone or with other businesses or purposes, that the purpose of the LLC is to engage in any lawful act or activity for which Corporations may be organized under the Laws of Redmont, and by such statement all lawful acts and activities shall be within the purposes of the Corporation, except for express limitations, if any.
      4. The LLC operating agreement
      5. If the LLC is member based or interest based
      6. In case of an interest based LLC, if the unit of the interest is relative or absolute
        1. In practice this means for a relative interest it is a percentage of the whole and an amount in shares if the interest is an absolute unit
  7. Member based LLC
    1. A member may be a person or a legal entity
    2. Unless otherwise provided in the LLC operating agreement, the following shall apply:
      1. Proposed Members shall be shall be admitted by unanimous vote
  8. Interest based LLC
    1. Persons or legal entities shall be members if they hold an interest in the LLC
    2. Unless otherwise provided in the LLC operating agreement, the following shall apply:
      1. An interest may only be transferred if at least a majority of the voting power agrees
  9. Profit and loss distribution
    1. unless otherwise provided in the LLC operating agreement:
      1. Profits will be distributed equally among members if the LLC is member based or according to interest if the LLC is interest based.
  10. LLC operating agreement
    1. Amendments shall need at least a majority of voted members according to voting power to pass.
    2. Amendments must be posted in the company docket
    3. Optional contents:
      1. Any provision for the management of the business and for the conduct of the affairs of the LLC;
      2. Any provision creating, defining, limiting and regulating the powers of the LLC, the managers, the members and third parties, or any class of the members or managers
      3. Provisions requiring the vote of a larger portion of the members or of any class thereof, or a larger number of the managers or of any class thereof, than is required by this Act;
      4. A provision limiting the duration of the Corporation’s existence to a specified date otherwise the Corporation shall have perpetual existence;
      5. A provision imposing personal liability for the debts of the Corporation on its stockholders to a specified extent and upon specified conditions; otherwise, the stockholders of a Corporation shall not be personally liable for the payment of the Corporation’s debts
        1. Any passed amendment to the LLC operating agreement increasing personal liability for the debts of the LLC on its members or managers shall need notice to be posted in the Company Docket and notice to be given to the affected people. The personal liability increase shall be suspended until 72 hours after both notices have been given.
      6. A provision setting inactivity requirements and the actions to be taken if the owner of the shares is inactive.
        1. By default
          1. The inactivity requirement shall be a minimum of 6 hours in the last 30 days.
          2. The shares shall be bought back at par value
        2. A stockholder in violation of inactivity requirements shall be notified at least 72 hours before shares change ownership.
      7. A provision setting the powers, preferences, rights, qualifications, limitations or restrictions of member or manager classes
  11. Managers
    1. A person may be designated manager by majority vote unless otherwise provided by the LLC operating agreement
  12. Access to information
    1. Each member of a limited liability company, in person or by attorney or other agent, has the right, subject to such reasonable standards (including standards governing what information (including books, records and other documents) is to be furnished at what time and location and at whose expense) as may be set forth in a limited liability company agreement or otherwise established by the manager or, if there is no manager, then by the members, to obtain from the limited liability company from time to time upon reasonable demand for any purpose reasonably related to the member’s interest as a member of the limited liability company:
      1. True and full information regarding the status of the business and financial condition of the limited liability company;
      2. True and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each member and which each member has agreed to contribute in the future, and the date on which each became a member; and
      3. Other information regarding the affairs of the limited liability company as is just and reasonable.
    2. Each manager shall have the right to examine all of the information described in paragraph above of this section for a purpose reasonably related to the position of manager.
    3. The manager of a limited liability company shall have the right to keep confidential from the members, for such period of time as the manager deems reasonable, any information which the manager reasonably believes to be in the nature of trade secrets or other information the disclosure of which the manager in good faith believes is not in the best interest of the limited liability company or could damage the limited liability company or its business or which the limited liability company is required by law or by agreement with a third party to keep confidential.
  13. Liability
    1. Members and managers shall not be liable for the debts of the LLC, unless otherwise agreed to or defined
    2. There shall be a covenant of fair dealing on managers and members
    3. Manager liability:
      1. Duty of care mandates that a person shall:
        1. act in good faith
        2. act on an informed basis
        3. with the care that a reasonable person in a similar position and circumstance would exercise
        4. in a manner that is in the best interest of the Corporation
      2. Duty of loyalty mandates that a person shall put the interest of the company before their own personal interests and act in good faith
        1. The duty of loyalty shall have the rebuttable presumption of being met if the person has disclosed their conflicts of interest.
      3. Fiduciary duty shall mean the duty of care and the duty of loyalty
      4. The business judgement rule presumes that the requirements for the duty of care and the duty of loyalty have been met, subject to clear and convincing evidence proving otherwise
        1. Courts shall not substitute their own notions of what is or is not sound business judgment if the requirements of fiduciary duty have been met.
  14. Dissolution and winding up
    1. Unless otherwise defined in the Certificate of Formation, the process of dissolution shall go as following:
      1. The process shall be started by a manager with the adoption of a resolution advising dissolution
      2. If adopted the resolution shall be posted in the Company Docket and the members shall be notified
      3. The members shall vote with at least a majority to approve the dissolution
      4. The LLC shall post a certificate of dissolution in its company docket
    2. By default a dissolution resolution shall require a majority vote by members
    3. A dissolution resolution shall override any provision set in the Certificate of Formation
    4. A proposed dissolution resolution must be posted in the Company Docket at least 72 hours before the stockholder vote takes place.
      1. This shall not be applicable if the dissolution is approved of by unanimous consent of all stockholders
    5. The approval or rejection of the proposed dissolution resolution must be posted in the Company Docket
    6. The dissolution resolution shall be executed
      1. This must at least do the following:
        1. End all contracts
        2. Pay off all creditors
        3. Finish all lawsuits
        4. Liquidate all assets
        5. Distribute all remaining cash according to the dissolution resolution
          1. By default this shall be to the shareholders according to the appropriate rules and regulations
    7. If the dissolution resolution has been fully executed, a Certificate of Dissolution shall be filed in the Company Docket and the Ministry of Trade and Finance shall be notified.
      1. The Secretary of the MOTF shall sign this Certificate of Dissolution within 72 hours.
        1. If this time limit is breached the Ministry of Trade and Finance shall pay $1,000 for every begun hour in violation.
        2. The Corporation shall end its existence on the point the signature of the Certificate of Dissolution has been posted in the Company Docket
        3. The Ministry of Trade and Finance may suspend this signature for a reasonable time to verify that the dissolution resolution has been fully and lawfully executed
  15. Legal:
    1. Contractual counterparties and third parties may presume that a manager who legally binds the Corporation, shall be within their power to do so.
      1. The Corporation shall be legally bound even though the manager was without power to sign
      2. A Corporation that notices this discrepancy shall speedily notify the contractual counterparty.
        1. Failure to notify shall void to contract
      3. The counterparty shall decide whether or not to void the contract within reasonable time
      4. If the counterparty decides not to void the contract, the contract shall become binding

9 - Sole Proprietorship
  1. Sole proprietorships shall be the in-game companies without an associated Incorporated Entity
  2. Sole proprietorships shall still be regarded as a legal entity
  3. All assets and liabilities of the sole proprietorship shall be regarded as assets of the owner of the sole proprietorship
  4. Sole proprietorships shall not have any liability or bankruptcy protection
  5. The director of a sole proprietorship shall always be the owner of the in-game company

10 - Non-profit
  1. The non-profit must be a member-based LLC
  2. It must have a clear goal in the Certificate of Incorporation
  3. It must keep its non-profit character at all times. This, this shall include but not be limited to:
    1. Revenue may not be distributed
    2. Any compensation must be reasonable
    3. All transactions must be done at arms length standards
  4. Non-profits may be made tax exempt, but must adhere to the following:
    1. Non-profits must keep transaction and accounting records
    2. Non-profits must submit financial reports according to a reasonable schedule set by MOTF
    3. MOTF may take this exemption away in case of misconduct or non-compliance
  5. Upon voluntary windup and dissolution any net leftovers shall be transferred to the government or given back to the donors up until their total donated amount.

11 - Special Purpose Entity
  1. The special purpose entity shall inherit all Corporation provisions unless otherwise defined by law
  2. The special purpose entity may be abbreviated to “SPE”
  3. The SPE may not have employees
  4. The SPE does not need to have an in-game company
  5. Any provision requiring the use of a Corporation may also use the SPE unless otherwise defined or not possible by the nature of the SPE.

12 - Power of the MOTF
  1. The Ministry of Trade and Finance shall maintain the Company Registry
  2. The MOTF shall have the power to create rules and regulation essential for enforcing this act.
    1. the subject of these rules shall include:
      1. Procedural guidelines
      2. Reporting obligations
      3. Compliance standards
  3. The MOTF may disband sole proprietorships if they are inactive
    1. There must be 5 days notice given to the owner through at least all of the following:
      1. Discord if present
      2. in game mail
      3. messages in the forums
    2. Specific inactivity requirements shall be set by MOTF
    3. The sole proprietorship shall be liquidated and the net leftovers transferred to the owner
  4. The MOTF may create and execute a forced dissolution resolution of an incorporated entity if
    1. This resolution must not adhere to rules of the Corporation such as the Certificate of Incorporation or the Bylaws if adopted
    2. The resolution must distribute net leftovers according to the rules of the Corporation as long as this isn’t an undue burden
    3. a forced dissolution resolution does not need to be voted on.
 
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