Bill: Draft Redmont Corporate Entities Act

[greymc]

CONGRESS OF THE
COMMONWEALTH OF REDMONT
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A BILL TO
Restate the Law of Legal Entities
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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:
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PART I — PRELIMINARIES

1. Short Title and Enactment
(1) This Act may be cited as the 'Redmont Corporate Entities Act' or the 'RCEA'.
(2) This Act shall be enacted immediately upon its signage.
(3) This Act has been authored by President Theory Fontaine, Commerce Secretary Planke Fontaine, and FRB Governer Coshjlose.
(4) This Act has been co-sponsored by Senator ElegantAlly.
(5) This Act repeals and replaces the following act:
(a) Legal Entity Act
(6) This Act amends the following acts:
(a) Bankruptcy Act

2. Reasons and Intent
(1) The law of legal entities is spread across the Legal Entity Act, the Commercial Standards Act, the Financial Institutions Enforcement Act and the Banking Income Tax Act. Provisions duplicate, contradict and cross-amend each other, and no reader can find the rule that applies to them in one place.
(2) The paperwork burden falls hardest on the smallest businesses. A player who wants to run a shop with a friend must currently produce a certificate, bylaws, a register, a summary and a stream of docket filings, or else operate with no liability protection at all.
(3) Redmont recognises only two private forms, the corporation and the LLC. Ordinary commercial arrangements such as partnerships, member owned cooperatives and purpose bound foundations have no home in law.
(4) The law protects shareholders and creditors far less than the continental practice Redmont's economy has grown to resemble. There is no rule against paying out capital a company does not have, no pre-emption right when a majority dilutes a minority, no exit for a minority once control has changed hands, and no duty on directors to stop trading once the entity is insolvent.
(5) Modern corporate practice, including written consent in place of a meeting, electronic notice, supervisory boards, group structures and conversion between entity forms, is not provided for.
(6) The Department of Commerce can punish, but it cannot repair. It has no inspectors, no power to strike a dead entity off the register or restore it, and no power to put a director into an abandoned company so that its creditors can be paid.
(7) This Act therefore restates the whole law of legal entities in one place, adds a Standard Form incorporation that takes a single post, adds partnerships, cooperatives and foundations, imports the continental protections named above, gives the Department the powers of a real registrar, and cuts the mandatory filing list to what a creditor or a court actually needs.

3. Definitions
(1) For the purposes of this Act:
(a) Agent. A person acting on behalf of a legal entity, including a director, manager, officer, employee or contractor so acting. It does not include a legal representative acting in that capacity, nor an interest holder acting only in that capacity.
(b) Authorised Shares. All shares a corporation is permitted to issue under its formation instrument.
(c) Characteristic. The voting powers, whether full, limited or absent, and the designations, preferences, rights, qualifications, obligations, conditions, limitations and restrictions attaching to a share, membership or other interest.
(d) Consolidation. A procedure by which two or more entities combine into a new entity created by that procedure.
(e) Constituent Entity. An existing entity participating in a merger, consolidation or division.
(f) Depositary Receipt. An instrument issued by a Depositary Foundation that confers the economic benefit of an underlying share or membership interest without conferring the voting power attaching to it.
(g) Distributable Reserves. Accumulated realised profits not previously distributed or capitalised, less accumulated realised losses not previously written off, and less any amount the formation instrument requires to be retained.
(h) Entity. A legal entity.
(i) Entity Profile. The first post in an entity's record in the Company Register, as described in Part III.
(j) Filed. Posted in the entity's record in the Company Register.
(k) Formation Instrument. The instrument that forms a legal entity and governs it, being the Certificate of Incorporation of a corporation, the Certificate of Formation of an LLC, the Partnership Agreement of a partnership, the Certificate of Cooperation of a cooperative, the Certificate of Foundation of a foundation, or the enactment forming a governmental entity.
(l) Foundation. An Incorporated Entity that has no members and no interest holders, whose assets are bound to the purpose stated in its Certificate of Foundation.
(m) Incorporated Entity. A corporation, a limited liability company, a limited partnership, a limited liability partnership, a cooperative, a foundation or a non-profit formed under this Act.
(n) Individual. A natural person.
(o) Insider. In relation to an entity, a director, manager, general partner, officer, member of a Supervisory Board, a person holding more than 10% of its voting power, a person who exercises dominant influence over it within the meaning of section 31(1)(c), a founder or beneficiary of a foundation, and any entity controlled by any of them. This definition applies for the purposes of the Bankruptcy Act where that Act refers to the term as used in this Act.
(p) Interest Holder. A shareholder of a corporation, a member of an LLC, a cooperative or a non-profit, or a partner of a partnership. A foundation has no interest holders.
(q) Manager. A person designated to manage an LLC.
(r) Member. The holder of a membership interest in an LLC, cooperative or non-profit.
(s) Outstanding Shares. All shares of a corporation other than those held by the corporation itself.
(t) Person. An individual or an entity.
(u) Public Company. A company whose securities are listed on a registered Stock Exchange, as defined in the Commercial Standards Act.
(v) Registered Name. The name of a legal entity as stated in its formation instrument.
(w) Resolution. A decision taken by vote or by written consent under Part V.
(x) Shareholder. The holder of a share in a corporation.
(y) Standard Form. The default formation instrument published by the Department of Commerce under Part IV.
(z) Supervisory Board. A body established under section 28 to supervise the management of an entity.
(aa) Voting Power. The total votes attaching to all shares, memberships or partnership interests entitled to vote on the matter in question.
(bb) Winding Up. The process of settling an entity's affairs before dissolution.

4. Interpretation
(1) Where a provision of this Act applies "unless otherwise provided", it may be displaced by the formation instrument, and where the formation instrument delegates the subject matter to bylaws or an internal agreement, by those bylaws or that agreement.
(2) The economic substance of an arrangement prevails over its label.
(3) A reference to a document being signed, given, sent or posted is satisfied by any durable and attributable electronic means, including a forum post, an in game book or a message in a channel the recipient can access.
(4) Where this Act requires a period of days, the period runs from the moment the triggering act occurs.
(5) Where a provision admits more than one reading, the reading that keeps the entity operating, protects creditors and avoids forfeiture of rights on a technicality is preferred.
(6) A failure to observe an internal formality is not, of itself, a ground for invalidating an act of the entity or for imposing liability on any person.
(7) A provision of Parts XI, XII or XIX may not be displaced by the formation instrument except where that Part expressly allows it.

PART II — PROVISIONS COMMON TO ALL LEGAL ENTITIES

5. Legal Personality
(1) A legal entity is a legal person with rights and liabilities strictly distinct from those of its interest holders and agents.
(2) A legal entity has perpetual existence unless its formation instrument provides otherwise.
(3) The forms of legal entity recognised in Redmont are:
(a) the sole proprietorship;
(b) the general partnership;
(c) the limited partnership;
(d) the limited liability partnership;
(e) the limited liability company;
(f) the corporation;
(g) the cooperative;
(h) the foundation;
(i) the non-profit; and
(j) the governmental entity.

6. Powers
(1) A legal entity has the capacity, rights and powers of an individual, and may do anything lawful in furtherance of any purpose, whether or not that purpose is stated in its formation instrument and whether or not the act benefits the entity.
(2) Without limiting subsection (1), a legal entity may:
(a) sue and be sued in its own name, and take part in any judicial or administrative proceeding;
(b) acquire, hold, improve, use, lease, sell, mortgage, pledge and otherwise deal in property of any kind, wherever situated;
(c) hold, vote and deal in shares, memberships, bonds, debts and other interests issued by any person;
(d) make contracts, give guarantees, incur liabilities, borrow and lend at any rate of interest, and secure its obligations over any of its property;
(e) carry on business and hold offices anywhere within or outside Redmont;
(f) appoint and remove agents, define their duties, set their compensation and indemnify them;
(g) be an incorporator, interest holder or agent of any other entity;
(h) make donations for public, charitable, educational, civic, sporting or similar purposes;
(i) renounce any interest or expectancy in a business opportunity;
(j) adopt, amend and repeal its formation instrument and any bylaws;
(k) wind up and dissolve itself; and
(l) in the case of a corporation, deal in its own shares, subject to Part XI.
(3) The powers in this section may be limited by the formation instrument, and a limitation so imposed binds the entity and its agents internally but does not affect a third party except as provided in section 10.
(4) A foundation may exercise the powers in this section only in furtherance of its stated purpose.

7. Names
(1) No person may register a legal entity, or an in game company, under a name that could cause serious confusion with an existing legal entity.
(2) The Department of Commerce (DOC) may refuse or require the change of a name that contravenes subsection (1), that falsely implies governmental status, or that falsely implies a licensed activity the entity is not licensed to carry on.
(3) A change of registered name does not abate any legal action brought by or against the entity under its former name.

8. In Game Companies
(1) An Incorporated Entity must maintain a corresponding in game company in the business plugin, except where the DOC waives that requirement by rule for a class of entity.
(2) The Incorporated Entity sets the owner of the in game company and may request the DOC to change that owner at its pleasure.
(3) Ownership of an in game company does not, of itself, make a person an interest holder or agent of the associated Incorporated Entity. That presumption may be rebutted on the balance of probabilities.
(4) The DOC may change the owner of, or disband, an in game company used to carry on or disguise activity in contravention of the Commercial Standards Act or this Act.

9. Fiduciary Duty
(1) An agent of an Incorporated Entity must act:
(a) in good faith;
(b) on an informed basis;
(c) with the care a reasonable person in a similar position and circumstance would exercise; and
(d) in a manner the agent reasonably believes to be in the best interests of the entity and, by extension, of its interest holders or, in the case of a foundation, of its purpose.
(2) An agent who has a conflict of interest and has disclosed it, or whose conflict is known to the relevant parties, is presumed to have acted in the best interests of the entity.
(3) The court shall presume the fiduciary duty has been met, subject to rebuttal by clear and convincing evidence of a breach causing damage.
(4) A court shall not substitute its own judgement on a matter of business judgement, except where there has been a breach of fiduciary duty or criminal or unlawful conduct.
(5) A claim for breach of fiduciary duty may be brought by a contractual party owed the duty, an interest holder of the entity, a creditor of the entity while it is insolvent, or the DOC.
(6) An agent is fully protected in relying in good faith on the records of the entity and on information, opinions, reports or statements presented by an agent of the entity or by another person as to matters the agent reasonably believes are within that person's competence.

10. Agency and Authority
(1) A contractual party or third party may presume that a director, manager, officer or partner who purports to bind the entity has the power to do so.
(2) The entity is bound notwithstanding that the person lacked the power, and the entity may recover its damages from that person.
(3) The entity is not bound where the counterparty knew, or had been given notice, that the person lacked the power.

11. Liability
(1) An Incorporated Entity is solely liable for its own debts, obligations and liabilities.
(2) Unless liability has been voluntarily assumed by the person against whom it is asserted, no interest holder or agent of an Incorporated Entity is liable for the entity's debts, obligations or liabilities, whether in contract, tort or otherwise:
(a) solely by reason of being an interest holder or agent; or
(b) by the acts or omissions of another interest holder or agent.
(3) A failure to observe the usual formalities of governance is not a ground for imposing personal liability.
(4) Any person may voluntarily assume liability for any or all of an entity's debts and obligations.
(5) Acts and resolutions of interest holders in that capacity are attributable exclusively to the entity.
(6) Notwithstanding subsections (1) to (3), the Federal Court may impose personal liability for the debts, obligations or liabilities of an Incorporated Entity on an interest holder or agent who used the entity:
(a) to commit fraud;
(b) to evade the law or an existing obligation; or
(c) as a mere instrument or alter ego whose affairs were commingled with their own.
(7) The DOC may bring a claim under subsection (6).
(8) This section is subject to the personal liability imposed by Parts XI and XIX.

12. Access to Information
(1) Unless otherwise provided, each director, manager, general partner and member of a Supervisory Board has unrestricted access to information regarding the business, financial condition and affairs of the entity.
(2) Unless otherwise provided, each other interest holder has reasonable access to that information.
(3) A director, manager or officer may withhold information from interest holders, for such period as is reasonable, where they reasonably believe the information:
(a) is in the nature of a trade secret;
(b) would damage the entity or its business if disclosed, or that disclosure is not in the entity's best interests; or
(c) is required to be kept confidential by law or by agreement with a third party.
(4) An Incorporated Entity shall, on request of the DOC, disclose the beneficial owners of its shares or memberships, being the individuals who ultimately own or control them, including where they are held through a nominee, custodian, exchange or Depositary Foundation.

13. Legal Process
(1) A summons of an Incorporated Entity must summon, in order of priority:
(a) the individual designated in the Entity Profile to receive legal communications, where that individual has accepted the designation and has joined the server within the previous 30 days;
(b) failing that, the directors, managers or general partners of the entity;
(c) failing that, where ten or fewer persons hold voting power, all of them; or
(d) failing that, the largest holders of voting power in descending order until, if possible, more than 50% of total voting power is summoned.
(2) Any other legal process or communication is presumed delivered if delivered:
(a) to the individual designated in the Entity Profile;
(b) to a director, manager or general partner who has joined the server in the previous 30 days; or
(c) by a filing in the Company Register.
(3) The court clerk, or the presiding judicial officer, shall file the summons in the entity's record. The summons becomes active on that filing.

14. Criminal and Civil Treatment of Entities
(1) A sentence of imprisonment imposed on a legal entity is converted into an additional fine of 10 penalty units per minute.
(2) A governmental entity shall not be issued any criminal punishment other than a declaration of guilt.
(a) This does not affect the power of a court to issue injunctions and orders, or to enforce them.
(b) A governmental entity may be held civilly liable for torts arising from a violation of criminal law.

PART III — THE COMPANY REGISTER

15. The Register
(1) The Company Register holds a public record for each Incorporated Entity, in the form of a thread titled with the entity's registered name.
(2) The function of the record is to give creditors, counterparties, interest holders and the courts a single reliable place to find who controls the entity, what its constitution says, and what is being litigated against it.
(3) Information filed in the record is permanent and may not be edited, except that an immaterial mistake such as a typographical error may be corrected shortly after posting if the correction does not alter the meaning of the record.
(4) A document filed in the record must be stored in a medium that is itself permanent and immutable. Editable external links, including shared document links, may not be used.
(5) The Entity Profile may be edited, but only to restate information that is supported by a filing made under section 16.
(6) A document required to be filed under this Act must be:
(a) uploaded as a PDF attachment to such a post through the forum's own attachment system.
(7) A hyperlink to a document, or a document held on any external service, is not a filing, does not satisfy any requirement of this Act, and the entity is treated as not having filed the document.
(8) An attachment filed under subsection (6)(b) may not be replaced or removed. Replacing or removing it is a failure to file, and the entity shall file the document afresh. Where an attachment becomes unavailable, the entity shall file the document afresh within 7 days of notice from the Department or from any person with an interest.
(9) A post filing a document by attachment must state in text the nature of the document, the date it was adopted, and the provisions it creates, alters or removes.

16. Mandatory Filings
(1) The following must be filed in an entity's record:
(a) the formation instrument, and any amendment to it, an amendment being filed by setting out only the provisions created, altered or removed, showing the text of each before and after the amendment;
(b) the appointment, election, removal or resignation of a director, manager, general partner, officer or member of a Supervisory Board, stating the person's name and title;
(c) a summons of the entity, and the verdict in any case in which the entity was a party;
(d) a resolution approving a dissolution, a Certificate of Merger, Consolidation, Division or Conversion, and a Certificate of Dissolution;
(e) the issue, transfer or cancellation of shares or memberships, except where the interest remains in the custody of a registered exchange; and
(f) a notice required by Part XI or Part XIX.
(2) A filing under subsection (1)(e) may be made as a single consolidated filing covering all transfers in a calendar month.
(3) The entity is responsible for making the filings required by subsections (1)(a), (1)(b), (1)(d), (1)(e) and (1)(f). The court is responsible for those required by subsection (1)(c). A person who has resigned, or who has been removed, may make the filing of their own resignation or removal, and it takes effect on that filing.
(4) An entity may file anything else in its record, including resolutions, votes, notices and announcements, and a filing so made carries the same evidential weight as a mandatory filing.
(5) An act for which a filing is required takes effect from the moment the filing is posted, unless this Act or the filing provides for a later effective time.
(6) A filing obligation may be added only by an Act of Congress or by a rule made under section 76, and a rule may not impose a filing obligation on an entity exempted by section 76(3).
(7) An Incorporated Entity shall file a consolidated text of its formation instrument, incorporating every amendment to date, on the request of the Department and in any event on making its fifth amendment since the last consolidated text was filed.

17. The Entity Profile
(1) The first post in an entity's record is the Entity Profile, which the entity shall keep current without undue delay. Every change to a register held in the Entity Profile must be supported by a filing under section 16, and a register entry that no filing supports is not evidence of the matter it records.
(2) The Entity Profile shall state:
(a) the registered name and the name of the associated in game company;
(b) the entity's form under section 5(3);
(c) the current directors, managers or general partners, the members of any Supervisory Board, and the officers with their titles;
(d) the current consolidated text of the formation instrument, set out in full or attached under section 15(6)(b);
(e) the share register, member register or partner register, as applicable; and
(f) any ongoing court case or regulatory enforcement action.
(3) The Entity Profile may designate an individual to receive legal correspondence on the entity's behalf.
(4) A person dealing with the entity may rely on the Entity Profile, and the entity may not assert against that person any fact the Profile contradicts, unless the person had actual notice of the true position.
(5) An entity formed on the Standard Form satisfies subsection (2)(d) by stating that it is formed on the Standard Form and listing any elections it has made.
(6) The text held under subsection (2)(d) must reflect every amendment filed under section 16(1)(a). Where it does not, the filed amendments prevail, except in favour of a person relying on the Entity Profile under subsection (4).

PART IV — FORMATION

18. Formation
(1) An Incorporated Entity is formed by filing its formation instrument in a new record in the Company Register.
(2) A formation instrument must state:
(a) the registered name of the entity;
(b) its form under section 5(3);
(c) the name of each incorporator;
(d) the name of the associated in game company, if applicable; and
(e) the purpose of the entity, and except in the case of a foundation it is sufficient to state that its purpose is to engage in any lawful activity.
(3) A formation instrument may state anything else not contrary to law, and in particular may:
(a) provide for the management of the entity and the conduct of its affairs, including the establishment of a Supervisory Board;
(b) create, define, limit and regulate the powers of the entity, its agents, its interest holders and any class of them;
(c) require a larger vote than this Act requires;
(d) limit the entity's existence to a fixed term;
(e) impose personal liability on interest holders to a specified extent and on specified conditions;
(f) set the characteristics of any class of interest or of any agent;
(g) set conditions for the admission, removal or forfeiture of interests; and
(h) name the first directors, managers, partners or members.
(4) Where a formation instrument delegates a subject matter to bylaws or an internal agreement, a reference in this Act to the formation instrument includes that document. In case of conflict, the formation instrument prevails.
(5) Unless otherwise provided, the board or the managers may amend the bylaws by a majority.
(6) There is no requirement to adopt bylaws.

19. Standard Form Incorporation
(1) The DOC shall publish a Standard Form formation instrument for each form of Incorporated Entity.
(2) An entity is formed on the Standard Form by filing a single post stating:
(a) the matters required by section 18(2);
(b) that the entity adopts the Standard Form for its form of entity; and
(c) any election the Standard Form permits.
(3) A Standard Form entity has the governance, ownership and default rules set out in this Act, and requires no bylaws, no separate certificate document and no further formation filing.
(4) A Standard Form entity may at any time adopt a bespoke formation instrument by amendment under section 21, and a bespoke entity may adopt the Standard Form by the same route.
(5) The Standard Form is a rule of the DOC and is subject to section 76. A change to the Standard Form does not alter the constitution of an entity already formed on it unless that entity resolves to adopt the change.

20. Review and Deemed Approval
(1) The DOC may reject the formation of an Incorporated Entity for a clear and justifiable reason related to the formation filing, including a name that contravenes section 7.
(2) A rejection must be filed in the entity's record within 14 days of the formation filing, and must state the reason and the steps required to cure it.
(3) Where the DOC does not reject a formation within 14 days, the entity is formed and its formation is deemed approved.
(4) An entity whose formation is rejected may cure the defect and refile, and the period in subsection (3) runs afresh from the refiling.
(5) This section applies, with the necessary changes, to any approval, signature or verification this Act requires of the DOC, other than the signature of a Certificate of Dissolution, a Certificate of Merger, Consolidation or Division, or a Certificate of Conversion.
(6) A Certificate to which subsection (5) does not apply takes effect only on the actual signature of the Secretary of the DOC or their delegate. Where the DOC neither signs nor states its objection within 14 days of the Certificate being filed, the entity may apply to the Federal Court, which may order the signature.

21. Amendment of the Formation Instrument
(1) Unless otherwise provided, the formation instrument may be amended by a resolution of interest holders.
(2) An amendment does not affect an existing cause of action in favour of or against the entity, nor any pending legal action to which it is a party.
(3) An amendment that increases the personal liability of interest holders requires notice to be filed and given to each affected interest holder, and takes effect only against those who expressly accept it.
(4) Where an entity has more than one class of share or membership, an amendment that would:
(a) increase or decrease the number of authorised interests of a class;
(b) change the par value of a class; or
(c) alter the powers, preferences or special rights of a class so as to affect it adversely,
requires, in addition, a majority of the class affected, whether or not that class otherwise carries a vote.
(5) Subsection (4)(a) does not apply where the formation instrument provided otherwise before any interest of that class was issued.
(6) An amendment that forfeits, cancels, or compels the transfer of an interest already held takes effect against a holder only with that holder's consent, or on payment to them of fair value determined in the manner set out in section 54(2). This subsection may not be displaced by the formation instrument.
(7) The purpose of a foundation may be amended only in accordance with section 58.

22. Conversion
(1) An Incorporated Entity may convert into another form of Incorporated Entity by:
(a) a resolution of interest holders approving a Certificate of Conversion;
(b) filing that Certificate in its record; and
(c) the signature of the Secretary of the DOC or their delegate, to which section 20(6) applies.
(2) A Certificate of Conversion shall state the entity's current and new form, the formation instrument the entity will have on conversion, and the manner in which existing interests are converted into interests in the new form.
(3) On conversion the entity continues as the same legal person. Its property, rights, obligations, liabilities and legal actions are unaffected, and no liability of any person is released or impaired.
(4) A sole proprietorship may be converted into an Incorporated Entity by forming that entity and transferring the business to it. The owner remains liable for obligations incurred before the transfer.
(5) A foundation may not convert into another form, and no other form may convert into a foundation except with the approval of the Federal Court on an application showing that no person will obtain a benefit from the conversion that the purpose of the foundation would not allow.
(6) The DOC may refuse a conversion that would defeat a creditor, an existing order or an ongoing enforcement action.

PART V — GOVERNANCE COMMON TO ALL INCORPORATED ENTITIES

23. Resolutions
(1) This Part applies unless otherwise provided by law or by the formation instrument.
(2) Any director, manager, partner or interest holder may call for a resolution.
(3) A resolution must be posted where the persons entitled to vote can see it and vote on it. Posting in the entity's record always satisfies this requirement.
(4) A resolution must remain open for votes for 48 hours.
(5) Votes are counted by voting power, not by head.
(6) A resolution passes on a simple majority of the voting power cast, subject to quorum.
(7) In a foundation, the body entitled to vote is the board, and each director has one vote.

24. Quorum
(1) Quorum for a resolution is 50% of all voting power. An express abstention counts towards quorum.
(2) Where a resolution fails for want of quorum:
(a) the persons entitled to vote shall be notified;
(b) the resolution may be reposted after 72 hours, or sooner if a majority of total voting power waives that period; and
(c) for 10 days after the reposting, the quorum for that resolution is reduced to 25% of all voting power.
(3) The reduced quorum in subsection (2)(c) does not apply to a resolution under section 21, 22, 47, 48, 50, 52, 54, 65, 67 or 68, or to a resolution removing a director, manager or member of a Supervisory Board. Quorum for such a resolution may not be reduced below 50% of all voting power.
(4) A resolution under section 21, 22, 48, 50, 65, 67 or 68 must in any event carry a majority of all voting power, not merely of the voting power cast.
(5) Shares or memberships held by the entity itself, or by another entity it directly or indirectly controls, or by a Depositary Foundation whose board that entity appoints, neither vote nor count towards quorum.

25. Written Consent in Place of a Vote
(1) Any action that may be taken by resolution may instead be taken without a vote if persons holding the voting power that would be required to pass it consent in writing.
(2) The consent must identify the action and be recorded in a single filing or message thread that names each consenting person.
(3) The action takes effect when the last consent needed is given, or at any later time the consent states.
(4) Where the action is one for which a filing is required under section 16, the consent shall be filed in place of the resolution.
(5) Notice of an action taken by written consent shall be given without undue delay to each person entitled to vote who did not consent.

26. Notice
(1) Notice required by this Act is validly given by any durable and attributable means the recipient can reasonably be expected to see, including a filing in the entity's record, a message in a channel the recipient has access to, in game mail, or a forum message.
(2) A person may waive notice, before or after the event, and attendance or voting without objection waives any defect in notice.
(3) A defect in notice to a person does not invalidate an action unless the defect could have changed the outcome.

27. Directors, Managers and Officers
(1) The business and affairs of an Incorporated Entity are managed by or under the direction of its directors, managers or general partners, except as this Act or the formation instrument otherwise provides.
(2) Directors are elected and removed by resolution of interest holders. There is no limit on the number of seats.
(3) Where no first directors or managers are named in the formation instrument, the incorporators serve until directors or managers are appointed.
(4) The entity has such officers as the board or the managers require. Officers are appointed and removed at the pleasure of the board or the managers, and have the authority and duties the board or the managers give them.
(5) Unless otherwise restricted, the board or the managers may set the compensation of directors, managers and officers.
(6) A vacancy may be filled by the remaining directors or managers until the next resolution of interest holders.

28. Supervisory Boards
(1) A formation instrument may provide for a Supervisory Board, in which case the entity has a two tier structure consisting of a management board that manages the entity and a Supervisory Board that supervises the management board and the general course of the entity's affairs.
(2) A person may not serve on both boards at the same time.
(3) Unless otherwise provided, the Supervisory Board:
(a) is elected and removed by resolution of interest holders, or in a foundation is appointed in the manner its Certificate of Foundation provides;
(b) appoints, suspends and removes the members of the management board;
(c) may require any information from the management board, and has the access described in section 12(1);
(d) may approve or withhold approval of any decision the formation instrument reserves to it; and
(e) may not manage the entity or direct an individual transaction, except where the formation instrument expressly allows it.
(4) A decision taken without an approval required by subsection (3)(d) is voidable at the instance of the Supervisory Board, but the entity remains bound to a third party under section 10.
(5) Members of a Supervisory Board are agents for the purposes of section 9 and are treated as directors for the purposes of sections 11, 12, 82 and 83 and of Parts XI and XIX.
(6) An entity with a Supervisory Board shall list its members in the Entity Profile.

29. Annulment of Resolutions
(1) A resolution that is contrary to the formation instrument or the bylaws, or that was taken by a procedure materially departing from this Act, the formation instrument or the bylaws, is voidable.
(2) An interest holder, a director, a manager, a member of a Supervisory Board or the DOC may apply to the Federal Court to annul such a resolution, within 30 days of the resolution coming to the applicant's knowledge and in any event within 90 days of the resolution.
(3) The Court shall not annul a resolution where the defect could not have changed the outcome and caused no loss, and may instead order that the resolution be retaken.
(4) An annulment does not affect a right acquired in good faith by a third party before the annulment.
(5) A resolution whose content is contrary to a mandatory provision of this Act is void, and subsection (2) does not apply to it.

30. Deadlock
(1) Where the governing body or the interest holders of an Incorporated Entity are unable to act on a matter necessary to the continued operation of the entity for 30 consecutive days, any director, manager or interest holder may apply to the Federal Court.
(2) The Court may make any order it considers just, including ordering a vote, appointing a receiver, ordering a buyout of an interest at fair value, or ordering the winding up of the entity.

PART VI — GROUPS

31. Parent and Subsidiary
(1) A person is the parent of an entity where that person:
(a) holds a majority of the voting power in the entity;
(b) can appoint or remove a majority of its directors or managers; or
(c) exercises dominant influence over it, whether through contract, the formation instrument or in fact.
(2) An entity of which a person is the parent is a subsidiary of that person, and a parent together with all of its subsidiaries is a group.
(3) A subsidiary may not acquire or hold shares or memberships in its parent. An interest acquired contrary to this subsection carries no vote and no distribution, and shall be disposed of within 90 days.
(4) An entity that is a member of a group shall state that fact, and the identity of its parent, in its Entity Profile.

32. Instructions and Parent Liability
(1) A parent may give binding instructions to the directors or managers of a subsidiary where the formation instrument of the subsidiary, or an agreement filed in the subsidiary's record, permits it.
(2) Where a director or manager acts on an instruction validly given under subsection (1) and discloses the instruction to the subsidiary, that person is relieved of liability to the extent they so acted, and the parent is liable in their place.
(3) A parent that causes a subsidiary to act to the subsidiary's disadvantage shall compensate the subsidiary for that disadvantage within 90 days. Failing compensation, the subsidiary, an interest holder of the subsidiary, a creditor of the subsidiary while it is insolvent, or the DOC may recover it from the parent.
(4) A parent is liable for the debts of a subsidiary to the extent that it caused the subsidiary to become unable to pay them.

33. Group Interest
(1) A director or manager of an entity within a group does not breach section 9 by taking the interests of the group into account, provided that:
(a) the group is genuine and stable and the entity genuinely belongs to it;
(b) any disadvantage to the entity is balanced, over a reasonable period, by advantages arising from membership of the group; and
(c) the disadvantage does not exceed what the entity can bear and does not threaten its solvency.
(2) The director or manager bears the burden of establishing subsection (1).

PART VII — SOLE PROPRIETORSHIP

34. Sole Proprietorship
(1) A sole proprietorship is an in game company with no associated Incorporated Entity, and is a legal entity for the purposes of this Act.
(2) The assets and liabilities of a sole proprietorship are the assets and liabilities of its owner, and it has no liability or bankruptcy protection separate from its owner.
(3) The director of a sole proprietorship is at all times the owner of the in game company.
(4) A sole proprietorship requires no formation instrument, no record in the Company Register and no filings.
(5) The DOC shall disband a sole proprietorship within a reasonable time if the owner requests it.
(6) The DOC may disband an inactive sole proprietorship in accordance with section 84.

PART VIII — PARTNERSHIPS

35. General Partnership
(1) A general partnership exists where two or more persons carry on a business in common with a view to profit, whether or not they intend to form a partnership.
(2) A general partnership is a legal entity, but its partners are jointly and severally liable for its obligations without limit.
(3) Unless otherwise agreed:
(a) each partner has an equal share of profits and losses and an equal vote;
(b) each partner may bind the partnership in the ordinary course of its business;
(c) a decision in the ordinary course is taken by majority, and a decision outside the ordinary course, or one that amends the partnership agreement, requires unanimity; and
(d) a partner may withdraw on notice, and withdrawal does not dissolve the partnership if the remaining partners continue it.
(4) A general partnership need not file anything in the Company Register. A general partnership that files a Partnership Agreement is an Incorporated Entity for the purposes of Parts III and V, but subsection (2) continues to apply.

36. Limited Partnership
(1) A limited partnership is formed by filing a Partnership Agreement that identifies at least one general partner and at least one limited partner.
(2) A general partner manages the partnership and is liable for its obligations without limit.
(3) A limited partner is not liable for the obligations of the partnership beyond the amount that partner has contributed or agreed to contribute, and section 11 applies to a limited partner as it applies to a shareholder.
(4) A limited partner does not lose the protection of subsection (3) by voting on a matter reserved to limited partners, by advising the general partner, by serving as an agent of the partnership under a written mandate, or by exercising a right this Act gives them.
(5) A limited partner who holds themselves out to a counterparty as a general partner is liable to that counterparty as a general partner.

37. Limited Liability Partnership
(1) A limited liability partnership is formed by filing a Partnership Agreement stating that the partnership is a limited liability partnership.
(2) In a limited liability partnership, section 11 applies to every partner, and no partner is liable for the obligations of the partnership or for the acts or omissions of another partner solely by reason of being a partner.
(3) A partner remains liable for their own wrongful acts and for any obligation they have voluntarily assumed.

38. Partnership Interests and Records
(1) The Partnership Agreement is the formation instrument of a limited partnership and of a limited liability partnership.
(2) A limited partnership and a limited liability partnership shall keep a partner register in the Entity Profile listing each partner, their class, and whether they are a general or limited partner.
(3) The admission, withdrawal or removal of a partner must be filed, and takes effect on filing.
(4) Unless otherwise agreed, a partnership interest may not be transferred without the consent of the other partners, but the economic benefit of an interest may be assigned without consent and without conferring any voting or management right.

PART IX — LIMITED LIABILITY COMPANY

39. Formation and Membership
(1) The Certificate of Formation is the formation instrument of a limited liability company.
(2) An LLC has one or more members. Unless otherwise provided, members are admitted by unanimous vote of the existing members.
(3) Members with different characteristics form different member classes.
(4) Unless otherwise provided, each member has one vote and an equal share of distributions.
(5) An LLC may be managed by its members or by one or more managers. Unless otherwise provided, an LLC is managed by its members.

40. Managers
(1) Unless otherwise provided, a manager is designated by resolution of members.
(2) A manager is treated as a director for all purposes of this Act.
(3) Managers with different characteristics form different manager classes.

41. Member Register
(1) An LLC shall keep a member register in the Entity Profile recording each member, their class, and their membership interest.
(2) The register is rebuttable evidence of membership.
(3) Admission, resignation and removal of a member must be filed, stating the action, the member's name and their class, and takes effect on filing.

42. Series
(1) A Certificate of Formation may provide for the establishment of one or more series of members, managers, interests or assets.
(2) Where the Certificate of Formation so provides and the records of the LLC account for the assets and liabilities of each series separately, the debts, obligations and liabilities of a series are enforceable only against the assets of that series and not against the assets of the LLC generally or of any other series.
(3) The Entity Profile shall list each series and state that the LLC has series liability separation.
(4) Subsection (2) does not apply in favour of a series in respect of an obligation incurred before the series was listed in the Entity Profile, nor where the assets of the series have been commingled with those of the LLC or another series.

PART X — CORPORATION

43. Certificate of Incorporation
(1) The Certificate of Incorporation is the formation instrument of a corporation.
(2) In addition to section 18(2), the Certificate of Incorporation shall state, for each class of share:
(a) the name of the class, where there is more than one;
(b) the number of shares authorised; and
(c) the par value per share.
(3) A corporation formed on the Standard Form is taken to have a single class of ordinary shares carrying one vote each and having no par value, in the number stated in its formation filing.

44. Shares
(1) A corporation shall at all times have at least one outstanding share, and the outstanding shares must, singly or together, carry full voting power. An act contrary to this subsection is void.
(2) There are no fractional shares.
(3) Shares with different characteristics form different classes.
(4) Authorised shares that are not outstanding are held by the corporation.
(5) A shareholder is liable for any part of the price they agreed to pay for their shares that has not been paid up. That liability may not exceed the agreed subscription price, and where the shares have no par value or the agreed price is not recorded, the liability is nil.
(6) Shares held by the corporation, or by another Incorporated Entity it directly or indirectly controls, neither vote nor count towards quorum and carry no right to a distribution.
(7) Shares may not be issued or held to bearer. Every share must be registered to a named holder, and a bearer instrument purporting to represent shares is void.

45. Share Register
(1) A corporation shall keep a share register in the Entity Profile recording all shares.
(2) An entry shall state the class where there is more than one, the number of shares, and the name of the holder or, for shares represented by a certificate, the serial number of the certificate.
(3) Where shares are held through a registered exchange or a Depositary Foundation, that exchange or foundation shall be listed as holder and the register it maintains is incorporated by reference.
(4) The share register is rebuttable evidence of ownership.
(5) A transfer of registered shares must be filed under section 16(1)(e), stating the class, the number of shares, the transferor and the transferee.

46. Share Certificates
(1) A corporation may issue share certificates unless its Certificate of Incorporation provides otherwise.
(2) A share certificate must:
(a) be an in game written book;
(b) be titled with the registered name of the corporation, or a recognisable abbreviation;
(c) be signed by a director at the time of issue; and
(d) state the full name of the corporation, the unique serial number of the certificate, the class of shares, the number of shares and the name of the shareholder.
(3) The creation or destruction of a share certificate, and the corresponding change to the share register, must be filed without undue delay, stating the class, the number of shares and the serial number.
(4) This section does not apply to a purely decorative and non binding certificate.

PART XI — CAPITAL AND CREDITOR PROTECTION

47. Distributions
(1) A corporation may make a distribution to its shareholders only out of distributable reserves.
(2) No distribution may be made if, after giving effect to it, the corporation would be unable to pay its debts as they fall due or its liabilities would exceed its assets.
(3) A director who approves a distribution contrary to this section is personally liable to the corporation for the amount by which the distribution exceeded what was permitted, unless the director establishes that they had reasonable grounds to believe the distribution was permitted after making reasonable inquiry.
(4) A shareholder who received a distribution knowing that it contravened this section shall repay it to the corporation.
(5) This section applies, with the necessary changes, to a distribution by an LLC, a cooperative, a limited partnership or a limited liability partnership to its members or partners.
(6) This section does not apply to a payment of reasonable compensation for services actually rendered, to the repayment of a debt owed to an interest holder on its ordinary terms, or to a distribution made in the course of a winding up under Part XVIII.

48. Reduction of Capital
(1) A corporation may reduce its issued capital, cancel issued shares or return capital to shareholders by a resolution of shareholders, which must be filed.
(2) The filing must state the reduction, the amount to be returned if any, and that a creditor may object within 14 days.
(3) A creditor whose debt is due, or is contingent and reasonably certain to become due, may within that period require the corporation to pay the debt or give security for it.
(4) The reduction does not take effect as against an objecting creditor until the debt is paid or secured, or the Federal Court determines that the creditor is adequately protected.
(5) The DOC may extend the objection period to 30 days for a licensed financial institution or a Public Company.

49. Serious Loss of Capital
(1) Where the net assets of a corporation fall below half of its issued capital, its directors shall, within 14 days of becoming aware of that fact, file notice of it and put to the shareholders a resolution on whether to recapitalise the corporation, to reduce its capital, to dissolve it, or to continue and on what basis.
(2) A failure to comply with subsection (1) is a ground for disqualification under section 83 and for action by the DOC under Part XXI.
(3) This section does not apply to a corporation formed on the Standard Form with total assets below $100,000, unless it is a licensed financial institution or a Public Company.

50. Financial Assistance
(1) A corporation may not give financial assistance, whether by loan, guarantee, security, indemnity, gift or the release of an obligation, for the purpose of an acquisition of its own shares or of shares in its parent.
(2) Subsection (1) does not apply where the assistance is given out of distributable reserves, is approved by a resolution of shareholders passed by two thirds of the voting power cast, and does not render the corporation unable to pay its debts as they fall due.
(3) A transaction contravening this section is voidable at the instance of the corporation, a creditor or the DOC, and the directors who approved it are jointly and severally liable to the corporation for any resulting loss.

51. Acquisition of Own Shares
(1) A corporation may acquire its own shares only out of distributable reserves and only where section 44(1) continues to be satisfied after the acquisition.
(2) An acquisition contrary to this section is void, and the directors who approved it are jointly and severally liable to restore the corporation to the position it would have been in.

PART XII — SHAREHOLDER AND MINORITY RIGHTS

52. Pre-emption Rights
(1) Where a corporation proposes to issue shares of a class for cash, it shall first offer them to the existing holders of that class, in proportion to their holdings and on the same terms, and shall keep the offer open for at least 48 hours.
(2) Pre-emption rights may be disapplied:
(a) for a particular issue, by a resolution of shareholders passed by two thirds of the voting power cast; or
(b) generally, by the formation instrument.
(3) This section does not apply to shares issued:
(a) for consideration other than cash;
(b) to agents or employees under an incentive plan approved by resolution;
(c) on the conversion or exercise of an instrument whose issue was itself subject to this section; or
(d) by a Public Company through the Stock Exchange on which it is listed.
(4) An issue made in contravention of this section is voidable at the instance of an excluded shareholder, who may alternatively require the corporation to place them in the position they would have occupied had the offer been made.

53. Mandatory Offer on Acquiring Control
(1) A person who, alone or acting in concert with others, comes to hold shares carrying 30% or more of the voting power of a Public Company shall, within 7 days, offer to acquire all remaining shares of that class at a price not lower than the highest price that person paid for a share of that class in the preceding 90 days.
(2) Until the offer is made, the voting power held by that person above the 30% threshold is suspended.
(3) The DOC may waive subsection (1) where:
(a) the holders of a majority of the shares not held by that person or its concert parties approve the waiver by resolution; or
(b) the threshold was crossed involuntarily, and the person reduces their holding below it within 14 days.
(4) This section applies only to Public Companies.

54. Squeeze-out
(1) A person who holds shares carrying 90% or more of the voting power of a class, and 90% or more of the issued shares of that class, may require the remaining holders of that class to sell their shares at fair value, by a notice filed in the corporation's record and given to each remaining holder.
(2) A remaining holder may, within 14 days of the notice, apply to the Federal Court to determine fair value, and the Court's determination binds all remaining holders.
(3) On payment or tender of the price, the shares transfer by operation of this section and the corporation shall update the share register.

55. Sell-out
(1) Where a person reaches the threshold in section 54(1), any remaining holder of that class may, within 90 days, require that person to purchase their shares at fair value.
(2) Section 54(2) applies to the determination of fair value.

PART XIII — COOPERATIVE

56. Cooperative
(1) A cooperative is an Incorporated Entity owned and controlled by its members, formed by filing a Certificate of Cooperation.
(2) Unless otherwise provided, each member of a cooperative has one vote regardless of the size of their contribution, and this default may not be displaced so as to give any member or related group more than 40% of total voting power.
(3) A cooperative shall elect its governing body democratically from among its members.
(4) Surplus of a cooperative may be retained, reinvested, or distributed to members in proportion to their use of the cooperative rather than their capital contribution.
(5) Part IX applies to a cooperative as it applies to a member managed LLC, so far as it is consistent with this Part.
(6) A credit union licensed under the Commercial Standards Act shall be formed as a cooperative or as a non-profit.

PART XIV — FOUNDATION

57. Foundation
(1) A foundation is formed by filing a Certificate of Foundation, which shall state:
(a) the purpose of the foundation, stated with enough particularity that a court can determine whether an act furthers it;
(b) the initial endowment, which may be nil;
(c) the first directors and the manner in which their successors are appointed and removed; and
(d) the destination of the net assets on dissolution.
(2) A foundation has no members, no shares and no interest holders, and no person holds an ownership interest in it.
(3) The assets of a foundation are bound to its purpose, and a founder retains no claim to them. They are not available to the creditors of its founder, except that an endowment or transfer to the foundation may be set aside on the application of a creditor of the transferor, and the value recovered, where the transfer:
(a) left the transferor unable to pay their debts as they fell due, or was made while they were unable to do so;
(b) was made within 12 months before the debt claimed arose or became due; or
(c) was made with intent to hinder, delay or defeat a creditor, an order or an enforcement action.
(d) submit financial reports on a reasonable schedule set by the DOC, being no more often than monthly.
(4) A foundation may carry on business and hold interests in other entities.
(5) A foundation may not make a distribution, directly or indirectly, to its founder, its directors, or any person exercising control over it, other than:
(a) reasonable compensation for services actually rendered and reimbursement of expenses actually incurred; and
(b) a distribution to that person as a beneficiary, where the Certificate of Foundation identifies them as a beneficiary and the distribution furthers the stated purpose.
(6) A foundation may make distributions in furtherance of its purpose, including to beneficiaries identified in or determined in the manner set out in the Certificate of Foundation.

58. Governance and Purpose
(1) A foundation is governed by its board, which holds the powers this Act gives to directors and to interest holders.
(2) A foundation may establish a Supervisory Board under section 28, and shall do so where its Certificate of Foundation requires it.
(3) The purpose of a foundation may be amended only in the manner its Certificate of Foundation provides.
(4) Where the purpose has become impossible, unlawful, or so impracticable that pursuing it wastes the foundation's assets, the board, a beneficiary or the DOC may apply to the Federal Court, which may amend the purpose to the lawful purpose nearest to the original intention, or order the foundation dissolved.
(5) The DOC may apply to the Federal Court to remove a director of a foundation who acts contrary to its purpose or derives an improper benefit from it, and the Court may appoint a replacement.

59. Depositary Foundations and Depositary Receipts
(1) A foundation whose purpose is to hold shares or membership interests and to issue Depositary Receipts against them is a Depositary Foundation.
(2) A Depositary Foundation is the registered holder of the underlying interests and exercises all voting power attaching to them. The holder of a Depositary Receipt is entitled to the distributions, proceeds and other economic benefit of the underlying interest, and to no vote.
(3) The terms of administration must be filed in the record of the Depositary Foundation and in the record of the issuer of the underlying interests, and must state:
(a) how Depositary Receipts are transferred;
(b) whether and on what conditions a Depositary Receipt may be exchanged for the underlying interest; and
(c) how the board of the Depositary Foundation is appointed and removed.
(4) A Depositary Foundation shall keep a register of receipt holders in its Entity Profile, and section 12(4) applies to it.
(5) A Depositary Foundation owes a duty to the holders of its Depositary Receipts to exercise the voting power it holds in the interests of the issuer and, so far as consistent with those interests, of the receipt holders. Unless the terms of administration provide otherwise, the board shall consult receipt holders before voting on a merger, consolidation, division, dissolution, or an amendment that would adversely affect the receipts.
(6) A Depositary Receipt is a financial product for the purposes of the Commercial Standards Act, and its offer to the public is subject to that Act.
(7) Notwithstanding the terms of administration, the holders of Depositary Receipts:
(a) may, by a majority of the receipts of a class, remove and replace the board of the Depositary Foundation;
(b) have the information rights of an interest holder under section 12(2) in respect of both the foundation and the issuer;
(c) have standing under sections 9(5) and 29(2); and
(d) may exchange their receipts for the underlying interests on 30 days notice, unless the terms of administration exclude exchange and the foundation holds interests in a Public Company, in which case the exclusion is valid for no more than 2 years at a time and must be renewed by a majority of the receipts.
(8) For the purposes of sections 24(5), 31(3), 44(6), 53 and 54, interests held by a Depositary Foundation are treated as held by the person who appoints or may remove its board.
(9) A change in the register of receipt holders must be filed, and section 16(2) applies to those filings.

60. Anti-abuse
(1) A foundation may not be used to defeat a creditor, to evade an existing obligation or an order, or to conceal the control of an entity.
(2) Where a founder or another person retains the practical ability to direct the assets of a foundation for their own benefit, those assets are treated as that person's assets for the purposes of enforcement against them, and section 11(6) applies.
(3) For the purposes of subsection (2), a person is presumed to retain that ability where they:
(a) are named as a beneficiary of the foundation;
(b) may appoint or remove a director of the foundation, whether directly or through another person; or
(c) may amend the purpose of the foundation or direct its dissolution.
(4) The presumption in subsection (3) may be rebutted by evidence that the foundation is in fact administered independently of that person.
(5) The DOC, or a creditor of the person concerned, may apply to the Federal Court for a declaration under subsection (2).
(6) An amendment to the purpose of a foundation that confers a benefit on its founder, a director, or a person exercising control over it requires the approval of the Federal Court.

PART XV — NON-PROFIT

61. Non-profit
(1) A non-profit is a member based LLC, a cooperative or a foundation that states a clear purpose in its formation instrument and holds itself out as a non-profit.
(2) A non-profit must keep its non-profit character at all times, and accordingly:
(a) revenue may not be distributed to its members;
(b) compensation must be reasonable; and
(c) transactions with members and related parties must be at arm's length.
(3) The DOC may grant a non-profit an exemption from taxation, and a non-profit holding such an exemption shall:
(a) keep transaction and accounting records; and
(b) submit financial reports on a reasonable schedule set by the DOC, being no more often than monthly.
(4) The DOC may withdraw the exemption for misconduct or non-compliance.
(5) On a voluntary winding up, any net surplus of a non-profit shall be transferred to the government, transferred to another registered non-profit, or returned to its donors up to the amount each donated.

PART XVI — GOVERNMENTAL ENTITY

62. Formation and Existence
(1) A governmental entity is formed by executive order, law, town bylaw or town constitution, and exists from the enactment of that instrument until its dissolution.
(2) Governmental entities are exempt from all taxes except as expressly provided by law.
(3) Where not otherwise defined, the directors of a governmental entity are:
(a) each person in a body of equal persons, notwithstanding that a chair or equivalent is elected or appointed from that body; or
(b) failing that, the most senior person leading the entity.
(4) For the avoidance of doubt, the existing governmental entities are:
(a) the executive departments, whose director is the Secretary of the department;
(b) towns, and town departments and other entities created by town bylaw or constitution;
(c) the Federal Reserve Bank, whose directors are all members of the FRB Board;
(d) the Judiciary, which is a single governmental entity whose directors are the justices of the Supreme Court;
(e) the House of Representatives, whose director is the Speaker;
(f) the Senate, whose director is the President of the Senate;
(g) Congress, whose directors are the presiding officers of both chambers; and
(h) any other entity created by an avenue listed in subsection (1).
(5) A governmental entity that carries on commercial activity in competition with private entities is, in respect of that activity, subject to Parts II, III and XIX of this Act and to taxation on that activity, and shall maintain a record in the Company Register. Service on such an entity may be effected on any of its directors under subsection (3).

63. Legal Representation
(1) The Department of Justice is the legal representative of the executive departments.
(2) Any other governmental entity may request lawyers from the Department of Justice.
(a) The Department of Justice may reject the request only for an extraordinary reason, and extreme overload on the Department is such a reason.
(b) In representing a governmental entity that is not an executive department, the Department shall give special deference to the wishes of that entity rather than substituting its own judgement.
(c) A governmental entity that is not an executive department may seek outside counsel.
(3) Executive departments may not sue each other.

64. Receivership of Governmental Entities
(1) A governmental entity may be placed in receivership only in respect of its financial affairs, and any receivership over a governmental entity is limited accordingly.

PART XVII — MERGER, CONSOLIDATION AND DIVISION

65. Merger and Consolidation
(1) Two or more Incorporated Entities may merge into one of them, or consolidate into a new entity, as provided in this Part, whether or not they are of the same form.
(2) A Certificate of Merger or Consolidation shall state:
(a) the name of each constituent entity, any former name under which it was formed, and the name of the surviving or consolidated entity;
(b) the terms of the merger or consolidation, including how the interests of each constituent entity are converted into interests, securities, cash or other consideration;
(c) in the case of a merger, any amendment to the formation instrument of the surviving entity;
(d) in the case of a consolidation, the formation instrument of the consolidated entity; and
(e) any other provision the constituent entities consider necessary or desirable.
(3) A Certificate of Merger or Consolidation must be approved by a resolution of the interest holders of each constituent entity and filed in the record of each constituent entity.
(4) The Certificate takes effect on the signature of the Secretary of the DOC or their delegate, given on verification that the Certificate is lawful, and section 20(5) applies to that signature.
(5) A foundation may merge or consolidate only with another foundation, and only where the purpose of the surviving or consolidated foundation is substantially the same as that of each constituent foundation.

66. Effect of Merger or Consolidation
(1) On a merger or consolidation taking effect:
(a) the surviving or consolidated entity has all the rights, privileges, immunities, powers and purposes of each constituent entity;
(b) all property, rights, causes of action and other assets of each constituent entity vest in it without further act;
(c) it assumes and is liable for all the liabilities, obligations and penalties of each constituent entity;
(d) no liability, claim or demand against a constituent entity or against any of its interest holders or agents is released or impaired;
(e) no legal action pending by or against a constituent entity or its interest holders or agents is abated, and the surviving or consolidated entity may be substituted as a party;
(f) in a merger, the formation instrument of the surviving entity is amended to the extent set out in the Certificate;
(g) in a consolidation, the formation instrument set out in the Certificate becomes the formation instrument of the consolidated entity; and
(h) unless the Certificate provides otherwise, each constituent entity that is not the surviving or consolidated entity ceases to exist and is dissolved without further winding up.

67. Division
(1) An Incorporated Entity may divide into two or more entities by a Certificate of Division approved and filed in the same manner as a Certificate of Merger.
(2) A Certificate of Division shall allocate the assets, liabilities and legal actions of the dividing entity among the resulting entities.
(3) An allocation of a liability does not bind a creditor who has not consented to it, and each resulting entity is jointly and severally liable for a liability of the dividing entity incurred before the division unless that creditor consented.
(4) The DOC may refuse to sign a Certificate of Division that would leave any resulting entity unable to pay its debts.

PART XVIII — DISSOLUTION AND WINDING UP

68. Dissolution
(1) Unless otherwise provided:
(a) the directors or managers may adopt and file a resolution advising dissolution; and
(b) the dissolution must then be approved by a resolution of interest holders passed by at least a simple majority, which must be filed.
(2) A dissolution resolution may set out the process of winding up, and that process is binding, but it may not override the formation instrument or the bylaws.
(3) On the approval of a dissolution the entity shall wind up its affairs and may carry on only such business as is necessary to do so.

69. Notice to Creditors
(1) On the filing of an approved dissolution resolution, the DOC shall publicly announce the winding up in the government announcements channel, naming the entity and its directors, and requesting any counterparty, interest holder, creditor or other interested person to contact the entity.
(2) The entity shall give direct notice of the winding up to every creditor known to it.
(3) A person who does not contact the entity, its directors or the DOC within 14 days of the announcement may not thereafter enforce their claim against the assets distributed in the winding up. The claim itself is not extinguished, and remains enforceable against any person liable for it under section 11, section 73, or subsection (6).
(4) Subsection (3) does not apply to a creditor who was entitled to direct notice under subsection (2) and did not receive it.
(5) A voluntary dissolution may not be commenced while the entity is insolvent. Section 88(3) applies.
(6) An interest holder who received a distribution in a winding up shall repay it, up to the amount received, to satisfy a claim that was not paid because the assets had already been distributed, where the claim is brought within 2 years of the Certificate of Dissolution being signed. A director who approved the distribution knowing of the claim is jointly liable.

70. Winding Up
(1) Winding up consists of:
(a) ending all contracts;
(b) paying all creditors and debts;
(c) concluding all legal actions; and
(d) distributing the remaining assets in accordance with the dissolution resolution and the formation instrument, and by default:
(i) in a corporation, among shareholders in proportion to their shares;
(ii) in an LLC, cooperative or partnership, among members or partners in proportion to their interests, or equally if no proportion is defined;
(iii) in a non-profit, in accordance with section 61(5); and
(iv) in a foundation, to the destination stated in its Certificate of Foundation, or failing that to another entity with a substantially similar purpose.
(2) A distribution to an interest holder may not be made until all creditors have been paid or provided for.

71. Certificate of Dissolution
(1) A fully wound up entity shall file a Certificate of Dissolution.
(2) The Secretary of the DOC or their delegate shall sign the Certificate after verifying that the entity has been fully wound up, or shall state in the record what remains outstanding.
(3) The entity ceases to exist on the signature of the Certificate being filed.
(4) Where the DOC neither signs the Certificate nor states what remains outstanding within 14 days of filing, the entity may apply to the Federal Court, which may order the signature or dissolve the entity directly.

PART XIX — INSOLVENCY DUTIES

72. Duty on Insolvency
(1) An entity is insolvent where it is unable to pay its debts as they fall due, or where its liabilities exceed its assets.
(2) Where the directors or managers of an Incorporated Entity know, or ought reasonably to know, that it is insolvent, they shall within 7 days:
(a) restore its solvency;
(b) file a petition under the Bankruptcy Act; or
(c) apply to the Federal Court for the appointment of a receiver.
(3) During that period, and until one of those steps is taken, they shall not cause the entity to incur a new obligation or make a payment other than one necessary to preserve its assets, to minimise the loss to its creditors as a whole, or to give effect in good faith to a genuine attempt to restore solvency under subsection (2)(a).
(4) Notice that the duty in subsection (2) has arisen must be filed, and a director may not be sanctioned under Part XXI for making that filing in good faith.

73. Wrongful Trading
(1) A director or manager who contravenes section 72 is personally liable to the entity for the amount by which its net deficiency increased between the day the duty arose and the day it was complied with.
(2) It is a defence that the person took every reasonable step to minimise the loss to the entity's creditors as a whole.
(3) A claim under this section may be brought by the entity, a receiver, a creditor or the DOC, and the Federal Court may in addition disqualify the person under section 83.
(4) A member of a Supervisory Board is liable under this section only where they knew of the insolvency and failed to act on it.

74. Insolvent Transactions
(1) The DOC, or a creditor owed a debt that is due and unpaid, may apply to the Federal Court to wind up and dissolve an Incorporated Entity that is insolvent or has abandoned its business, and the Court may appoint a receiver to conduct the winding up.
(2) A transfer, distribution or payment made by an Incorporated Entity to an insider while insolvent, or that leaves the entity unable to pay its debts, may be set aside by the Federal Court and recovered for the benefit of creditors.
(3) A payment or transfer made to a creditor while the entity was insolvent, or within 30 days before it became insolvent, that put that creditor in a better position than they would have occupied in a winding up, may be set aside on the application of a receiver, another creditor or the DOC, unless the creditor gave new value for it in good faith.
(4) This section does not apply where a bankruptcy case is on foot, in which case Part VII of the Bankruptcy Act applies. A recovery under this section is credited against any recovery for the same transfer under that Act, and no person may be made to restore the same value twice.

PART XX — RECEIVERSHIP

75. Receivership
(1) A legal entity in receivership is led by a receiver.
(2) A legal entity may be placed into receivership only by a process defined by law. A court may place a legal entity into receivership to enforce a court order.
(3) The DOC may apply to the Federal Court to place a legal entity into receivership where the entity is insolvent, is being used to commit fraud, or persistently and seriously violates the law. Where creditor or customer funds are at immediate risk, the DOC may impose an interim receivership for no longer than 72 hours pending the decision of the Court.
(a) The application to the Court must be filed no later than the moment the interim receivership begins.
(b) An interim receiver may not dispose of an asset outside the ordinary course of the entity's business without the approval of the Court, and a disposal made contrary to this paragraph is voidable.
(c) The DOC may not impose a further interim receivership over the same entity within 30 days, except on a materially different ground.
(4) A receiver has the power:
(a) of the directors, managers, officers and interest holders, cumulatively, and without the restrictions of the formation instrument;
(b) to control all assets and liabilities;
(c) to suspend or restrict the voting power of any interest holder;
(d) to suspend or restrict any direct or indirect control or voting power over the entity arising from contract, equity, debt or law; and
(e) to suspend or restrict any power of a director, manager or officer.
(5) A receiver may not increase the limit of personal liability assumed by any person, nor change the payout resulting from a winding up.
(6) A receiver is immune from civil liability for acts done in good faith in the exercise of their powers, except where the receiver commits a criminal offence or acts outside the scope of their authority.
(7) A receiver owes no fiduciary duty to interest holders, agents, creditors or other stakeholders. Their duties are owed exclusively to the appointing court or authority and to the proper administration of the receivership, and their acts are not challengeable for breach of fiduciary duty.
(8) A receiver appointed under the Commercial Standards Act over an operation carrying on regulated financial activity, together with the relevant assets of its operators, holds the powers and immunities in this section whether or not the operation is a legal entity.

PART XXI — REGULATION AND ENFORCEMENT

76. Rulemaking
(1) The DOC may make rules regulating:
(a) the procedure and format of filings in the Company Register, and the creation of a filing obligation or a periodic return;
(b) the naming of entities;
(c) the content of the Standard Form and of the Entity Profile;
(d) the records and registers an entity must keep;
(e) a minimum capital, asset or reserve threshold for a class of entity;
(f) the reporting of tax exempt non-profits and of foundations; and
(g) any other matter this Act assigns to it.
(2) A rule must serve a legitimate governmental purpose and be reasonably tailored to achieve it.
(3) A rule that creates a filing obligation, a periodic return or a minimum threshold shall:
(a) state the burden it imposes and the purpose that burden serves;
(b) exempt entities formed on the Standard Form with total assets below $100,000, unless they are licensed financial institutions, Public Companies or foundations; and
(c) not require information the entity has already filed, or that is already available to the DOC.
(4) A rule takes effect on publication.
(5) Congress may disallow a rule by resolution of both chambers, and a rule so disallowed ceases to have effect and may not be remade in substantially the same terms in the same Congress.

77. Administrative Sanctions
(1) An administrative sanction under this Act must be coercive and strictly not punitive.
(2) To compel compliance with this Act the DOC may:
(a) issue public warnings, censures and reprimands;
(b) impose a default penalty for a continuing failure to make a filing this Act or a rule requires, not exceeding $500 per day and not exceeding $10,000 in total for any one failure; and
(c) pursue civil administrative enforcement against persons and legal entities.
(3) A warning must be given at least 24 hours before a sanction is assessed, unless there is a clear and justified reason to act sooner.
(a) The warning must cite this section, state the matter concerned and set out the steps to remedy it.
(b) A warning is given per matter, not per offence or per sanction.
(4) A default penalty stops accruing when the failure is remedied, and the DOC may waive it in whole or in part where the failure caused no loss.
(5) Nothing in this section prevents transparent communication to the public.
(6) The sanction powers in this section extend to the enforcement of the Commercial Standards Act.

78. Investigation and Inspectors
(1) The DOC may require a legal entity or its agents to produce books, records, filings and information relevant to an investigation of compliance with this Act.
(2) The DOC may appoint one or more inspectors to investigate the affairs, ownership, control or management of a legal entity, and an inspector may:
(a) require the production of any record of the entity or of a person connected with it;
(b) require a director, manager, officer, interest holder or former holder of any of those positions to answer questions relating to the investigation; and
(c) require the entity to explain any transaction, holding or arrangement.
(3) An inspector shall report to the Secretary of the DOC, and the report is admissible as evidence of the facts it states in any proceeding under this Act, subject to rebuttal.
(4) Where the investigation establishes a contravention, the Federal Court may order the entity or a person responsible for the contravention to bear the costs of the investigation.
(5) Failure to comply with this section permits the DOC to draw adverse inferences and to pursue administrative sanctions.

79. Binding Determinations and Guidance
(1) A person may apply to the DOC for a determination of how this Act applies to a proposed act, structure or transaction.
(2) The DOC may issue a binding determination, which it may make subject to conditions, and on which the applicant may rely while it remains in force. The DOC may vary or revoke a determination with effect only from the date of variation or revocation.
(3) The DOC may publish general guidance on the operation of this Act. Guidance is not binding, but good faith reliance on published guidance is a defence to an administrative sanction under section 77.

80. Strike Off and Restoration
(1) The DOC may strike an Incorporated Entity from the Company Register where the entity:
(a) has had no director, manager or general partner able and willing to act for 30 consecutive days;
(b) has failed to respond to two notices served at intervals of not less than 7 days; or
(c) is persistently inactive within the meaning of section 84.
(2) Before striking an entity off, the DOC shall give 14 days notice, filed in the entity's record and given to its interest holders so far as they are known.
(3) On being struck off, the entity ceases to exist, and its remaining assets vest in the Government subject to restoration under subsection (4). The liability of a director, manager, interest holder or other person is unaffected by the strike off.
(4) A person with an interest in the entity, including a creditor, may apply:
(a) to the DOC within 3 months of the strike off; or
(b) to the Federal Court within 1 years of the strike off,
to restore the entity, and on restoration the entity is treated as having continued in existence throughout.
(5) The DOC shall restore an entity on application under subsection (4)(a) where the ground for the strike off has been remedied or where restoration is necessary to allow a creditor to pursue a claim.

81. Appointment of Interim Directors
(1) Where an Incorporated Entity has no director, manager or general partner able and willing to act, and its affairs require action to protect creditors, customers or interest holders, the DOC may apply to the Federal Court to appoint a person to act as a director of the entity for a limited purpose and period.
(2) Where creditor or customer funds are at immediate risk, the DOC may make such an appointment directly for a period of no more than 14 days, pending an application to the Court.
(3) A person appointed under this section is entitled to reasonable remuneration from the assets of the entity and holds the immunities of a receiver under section 75(6).
(4) An appointment under this section shall be filed in the entity's record.

82. Standing of the Department
(1) The DOC may:
(a) bring a claim on behalf of an Incorporated Entity for breach of fiduciary duty under section 9, for wrongful trading under section 73, or under Part XI, where the entity has failed to do so;
(b) apply to annul a resolution under section 29;
(c) apply for personal liability under section 11(6) or a declaration under section 60(2);
(d) apply to wind up an entity under section 74; and
(e) intervene in any proceeding under this Act.
(2) A sum recovered in a claim brought under subsection (1)(a) belongs to the entity, less the DOC's costs of the claim.

83. Disqualification
(1) The DOC may apply to the Federal Court to disqualify a person from acting as, or forming, a director, manager, general partner or officer of any legal entity for a specified period, where the person has committed fraud, persistently breached this Act, contravened Part XI or Part XIX, or was an agent of an entity wound up for misconduct or insolvency.
(2) A disqualified person who acts in a prohibited capacity contravenes this Act.

84. Inactive Entities
(1) The DOC may disband an inactive sole proprietorship.
(a) Five days notice must be given to the owner by in game mail before disbandment.
(b) The proprietorship shall be liquidated and the net proceeds transferred to the owner.
(c) No notice is required where the owner has been pruned under the Taxation Act.
(2) The DOC may place a persistently inactive Incorporated Entity into receivership, wind it up and dissolve it, or strike it off under section 80.
(a) Fourteen days notice must be given to its interest holders by Discord, in game mail or forum message, as applicable, and filed in the entity's record.
(b) Section 80(4) applies to an entity dissolved or struck off under this subsection as it applies to a strike off.
(3) Inactivity requirements set by the DOC must be made as rules under section 76, must be clear and objective, must not include playtime, must serve a compelling governmental purpose and must be reasonably tailored to achieving it.

PART XXII — TRANSITION AND GENERAL

85. Continuity
(1) Every entity existing under the repealed Legal Entity Act continues to exist under this Act as an entity of the corresponding form.
(2) An operating agreement or set of bylaws existing under the repealed Act remains in force and is treated as delegated to under section 18(4).
(3) Nothing in this Act affects an existing legal action or a liability already accrued.
(4) A filing validly made under the repealed Act is a valid filing under this Act.
(5) An entity is not required to refile, restate or reformat anything by reason of this Act alone, except that every Incorporated Entity shall post a compliant Entity Profile under section 17 within 30 days of the enactment of this Act.

86. Transition for New Obligations
(1) A filing obligation imposed by the repealed Act that is not carried into section 16 ceases on the enactment of this Act, and no sanction may be assessed for a failure to make such a filing occurring before that date where the failure caused no loss.
(2) Parts XI, XII and XIX apply to acts and omissions occurring on or after the enactment of this Act.
(3) An entity that, on the enactment of this Act, holds shares in its parent contrary to section 31(3) has 90 days to dispose of them.
(4) Section 53 does not apply to a holding of 30% or more acquired before the enactment of this Act, but does apply to any further acquisition by that person.

87. Relationship to Other Acts
(1) This Act is to be read with the Commercial Standards Act, which governs the licensing, conduct and taxation of financial institutions and the regulation of trade, employment and advertising.
(2) Where a person carries on regulated financial activity, the requirements of the Redmont Commerce and Finance Act apply in addition to this Act.
(3) A reference in any enactment to the Legal Entity Act is read as a reference to this Act.

88. Relationship to the Bankruptcy Act
(1) The Bankruptcy Act governs the insolvency of a person, the administration of an estate, the priority of claims, and the avoidance and clawback of transfers. This Act governs the constitution, governance and winding up of legal entities. Where the two Acts address the same matter, the Bankruptcy Act prevails to the extent of any inconsistency.
(2) Where a bankruptcy case is on foot in respect of an Incorporated Entity:
(a) the Trustee appointed under that Act serves as receiver under Part XX of this Act;
(b) the winding up is conducted under Part XVIII of this Act as modified by the priority rules in Part VI of the Bankruptcy Act, which displace section 70(1)(d);
(c) sections 72 to 74 of this Act do not apply, and the avoidance and clawback provisions in Part VII of the Bankruptcy Act apply in their place; and
(d) the Certificate of Dissolution is filed under section 71 of this Act.
(3) An Incorporated Entity that is insolvent may not commence a voluntary dissolution under Part XVIII. It shall proceed under the Bankruptcy Act, and a dissolution commenced while the entity was insolvent is voidable on the application of a creditor, a Trustee or the DOC.
(4) Sections 72 and 73 impose duties additional to the Bankruptcy Act. Compliance with section 72(2) by filing under the Bankruptcy Act discharges those duties.

89. Severability
(1) If any provision of this Act is held invalid or unenforceable, the remainder continues in full force and effect.