xXTheoryXx
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Speaker of the House
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Commerce Department
Construction & Transport Department
xXTheoryXx
Speaker
- Joined
- Feb 18, 2026
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- #1
CONGRESS OF THE
COMMONWEALTH OF REDMONT
A BILL TO
AMEND THE LEGAL ENTITY ACT TO CORRECT DRAFTING ERRORS, CLOSE LEGAL GAPS, AND IMPROVE CLARITY
The people of the Commonwealth of Redmont, through their elected Representatives in the Congress and the force of law ordained to that Congress by the people through the constitution, do hereby enact the following provisions into law:
PART I — PRELIMINARIES
1. Short Title and Enactment
(1) This Act may be cited as the 'Legal Entity Amendment Act'.
(2) This Act shall be enacted immediately upon its assent.
(3) This Act has been authored by Speaker of the House xXTheoryXx.
(4) This Act has been co-sponsored by Senator TrueDarklander.
(5) This Act amends the following Acts:
(a) Legal Entity Act
2. Reasons and Intent
(1) The Legal Entity Act contains several drafting errors, redundancies, and legal gaps that create uncertainty for incorporated entities and the Department of Commerce.
(2) This Act corrects those issues without substantively expanding the scope or length of the Legal Entity Act.
PART II — AMENDMENTS TO THE LEGAL ENTITY ACT
3. Amendment of the Reasons Section
(1) Section 2 of the Legal Entity Act shall be amended as follows:
"
(1) There were a lot of small fixes, too many to apply individually making it easier to just restate it
(2) The previous version was quite confusing with how it was structured
(3) Several clarifications needed to be made.
(4) The removal of public defenders for companies
(5) fixes a possibly endless quorum fail loop
(6) clearer wind up and dissolve procedures that protects creditors more
(7) removes interest based LLCs
(8) adds consolidation and merger procedures
2 - Reasons
(1) To provide for the formation and regulation of legal entities in the Commonwealth of Redmont.
(2) To protect creditors, shareholders, and members through clear winding up and dissolution procedures.
(3) To provide merger and consolidation procedures for incorporated entities.
(4) To ensure limited liability protections for shareholders and members of incorporated entities."
4. Amendment of Definitions
(1) Definition (m) of Section 3 of the Legal Entity Act shall be amended as follows:
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(m) Characteristic. Means the rights, features, voting powers, preferences, obligations, and restrictions of a share class or membership class."
(2) Definition (s) of Section 3 of the Legal Entity Act shall be amended as follows:
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(s) Agent. Means a person, including other entities, officers, and employees, directly acting on behalf of the legal entity. This does not include legal representation, shareholders, or members. Directors and managers shall be agents of the Incorporated Entity in addition to their roles as directors or managers, and the provisions of this Act applicable to agents shall apply to them accordingly."
5. Amendment of Quorum Suspension
(1) Part III, Section 6(2) of the Legal Entity Act shall be amended as follows:
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(a) Where a resolution fails due to quorum, the persons eligible to vote shall be sent notification and the resolution may be reposted after 72 hours (unless waived by majority by total voting power). For 10 days thereafter, quorum requirements shall be suspended for that resolution.
(2) The quorum for a resolution shall be 50% of all voting power where explicit, affirmative abstentions are counted towards the quorum.
(a) Where a resolution fails due to quorum, the persons eligible to vote shall be sent notification and the resolution may be reposted after 72 hours (unless waived by majority by total voting power). For 10 days thereafter, the quorum requirement for that resolution shall be reduced to the lower of: (i) 25% of all voting power; or (ii) the voting power of the two largest shareholders or members by voting power combined; but shall in no case be less than two eligible voters."
6. Amendment of Dissolution Redundancy
(1) Part III, Section 10 of the Legal Entity Act shall be amended as follows:
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(3) The approval of a dissolution resolution must be posted on the company docket.
(2) [Subsections (2) and (3) removed as restated in § 10(1)(b) and § 10(1)(c).]"
(2) All subsequent subsections of Part III, Section 10 shall be renumbered accordingly.
7. Amendment of Creditor Claim Window
(1) Part III, Section 10(6) of the Legal Entity Act shall be amended as follows:
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(a) All persons that do not contact the Incorporated Entity, its directors, or the DOC within 14 days following such announcement shall be regarded as giving up any claim voluntarily and permanently.
(6) The winding up of an Incorporated Entity shall be publicly announced by the DOC in #government-announcements (or any successor channel) and shall request any contractual parties, shareholders, members, creditors, and other persons with an interest to contact the wound-up company. This announcement must contain the names of the directors.
(a) All persons that do not contact the Incorporated Entity, its directors, or the DOC within 30 days following such announcement shall be regarded as giving up any claim voluntarily and permanently."
8. Amendment of the Share Register
(1) Part IV, Section 8(3)(b) of the Legal Entity Act shall be amended as follows:
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(i) the class name of the shares (if more than 1 class)
(ii) the amount of shares
(iii) the unique serial number of the certificate
(b) an entry of shares by certificate must contain
(i) the class name of the shares (if more than 1 class)
(ii) the amount of shares
(iii) the name of the shareholder
(iv) the unique serial number of the certificate"
9. Amendment of Merger Timeframe
(1) Part III, Section 9(5) of the Legal Entity Act shall be amended as follows:
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(5) The Certificate of Merger or Consolidation shall come into effect upon signature of the DOC Secretary or their delegate upon successful verification that the Certificate is lawful. The DOC Secretary or their delegate must sign or provide written reasons for refusal within seven (7) days of the Certificate being filed. Where no action is taken within seven (7) days, the Certificate shall be deemed verified and shall come into effect automatically."
10. Amendment of LLC Initial Members
(1) Part V, Section 1(2) of the Legal Entity Act shall be amended to add the following subsection:
"(e) the name of at least one initial member, or a statement that the incorporators shall be the initial members."
11. Amendment of DOC Warning Exception
(1) Part VII, Section 1(3) of the Legal Entity Act shall be amended as follows:
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(3) A warning shall be given at least 24 hours before any administrative sanction is assessed. This requirement may be waived only where the Incorporated Entity is causing ongoing or imminent harm to creditors, shareholders, members, or third parties, and the DOC must state its reasons for waiving the notice requirement in writing at the time the sanction is issued."
12. Amendment of Filing Cross-References
(1) Part III, Section 1(9)(b) of the Legal Entity Act shall be amended as follows:
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(i) Part III section 1(8)(a)(i)
(ii) Part III section 1(8)(a)(ii)
(iii) Part III section 1(8)(c)
(iv) Part III section 1(8)(d)
(b) It shall be the responsibility of the Incorporated Entity to ensure the following filings are made in the Company Docket:
(i) amendments to the formation instrument or bylaws, including the version before and after amendment;
(ii) any summons of the Incorporated Entity;
(iii) any verdicts on cases where the Incorporated Entity is a Plaintiff or Defendant; and
(iv) the appointment, election, removal, or resignation of any director, manager, or officer, including their name and title."