MrCheesGuy
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MrCheesGuy
Representative
- Joined
- Jan 12, 2025
- Messages
- 55
- Thread Author
- #1
CONGRESS OF THE
COMMONWEALTH OF REDMONT
A BILL TO AMEND THE LEGAL ENTITY ACT
Remove Ambiguities around Agents Act
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:
1. Short Title and Enactment
(1) This Act may be cited as the ‘We Love Agents Act’
(2) This Act shall be enacted immediately upon its signage.
(3) This Act has been authored by Citizen Nullapoene.
(4) This Act has been co-sponsored by MrCheesGuy.
(5) This Act amends the following acts:
(a) Legal Entity Act
2. Reasons and Intent
(1) The current language of the LEA implies both:
(a) that shareholder and members of corporations and LLCs are agents of them (sea LEA Part 1 § 1 (1): ", and other agents"); and
(b) that directors, officers, and employees are not agents (through anti-surplusage; see LEA
Part 1 § 1 (2)(p)).
(2) This creates direct contradictions within the Act.
PART II — AMENDMENTS
3. Amendments to the Legal Entity Act.
(1) A clause changing or replacing a specific section shall only affect the text directly in that
section; contents of subsections shall be unaffected unless otherwise noted.
(2) The LEA, last amended by the "LEA Hotfix 2: Electric Boogaloo Act" on 15 March 2026, shall be amended as follows:
(3) LEA § 3 (2)(p) shall be amended as follows:
"(p) Agent. Means a person, including other entities, directors, managers, officers, and
employees, directly acting on behalf of the legal entity. This does not include legal
representation or shareholders. legal representation, shareholders, or members."
(4) LEA Part I § 1 (1) shall be amended as follows:
"(1) In addition to the powers enumerated in this section, every legal entity, its directors,
officers, shareholders, manager, members, employees, and its other agents its shareholders,
members, and agents shall possess and may exercise all the powers and privileges granted
by this Act or by any other law or by its formation instrument, together with any powers
incidental thereto, so far as such powers and privileges are necessary or convenient to the
conduct, promotion, or attainment of the business or purposes irrespective of benefit set
forth in its formation instrument."
(5) LEA Part I § 1 (2)(j) shall be amended as follows:
"(j) to elect, appoint or remove officers, directors, managers, members, employees and other
agents members, and agents of the legal entity, define their duties, set their compensation
and to indemnify this personnel;"
(6) LEA Part I § 1 (2)(k) shall be amended as follows:
"(k) be an incorporator, director, manager, member, shareholder, or other agent shareholder,
member, or agent of any corporation, company, LLC, or other enterprise;"
(7) LEA Part I § 1 (2)(p) shall be amended as follows:
"(p) in case of an Incorporated Entity, pay profit sharing plans, stock bonus plans, stock
option plans and other incentive plans for any or all of its directors, officers, agents and
employees agents;"
(8) LEA Part I § 2 (3) shall be amended as follows:
"(3) Legal entities shall be a legal person with separate rights and liabilities, strictly distinct
from their directors, managers, members, shareholders, employees and other agents.
shareholders, members, and agents.
(9) LEA Part I § 2 (4)(a) shall be amended as follows:
"(a) The owner of the in-game company shall be set by the Incorporated Entity. Ownership of
an in-game company in the business plugin associated with an incorporated entity shall,
subject to rebuttal by balance of probabilities, not be used to presume that in-game owner is
a shareholder, employee, member, manager, officer, director, nor other agent shareholder,
member, or agent of that Incorporated Entity."
(10) LEA Part III § 3 (1) shall be amended as follows:
"(1) A director, manager, officer, agent, or employee An agent of an Incorporated Entity must
act:"
(11) LEA Part III § 3 (2) shall be amended as follows:
"(2) A director, manager, officer, agent, or employee An agent shall have the rebuttable
presumption of acting in a manner that is in the best interest of the Incorporated entity where
they have a conflict of interest and has disclosed this conflict or this conflict is known to the
relevant parties.:"
(12) LEA Part III § 10 (2) shall be amended as follows:
"(2) Notwithstanding any other law, unless liability for an Incorporated Entity’s debts,
obligations or liabilities has been assumed by the person against whom liability is asserted,
no directors, managers, members, shareholders, employees or other agents shareholders,
members, or agents of an Incorporated Entity, or other person, shall be liable for
the Incorporated Entity’s debts, obligations or liabilities, whether arising in contract, tort or
otherwise,:"
(13) LEA Part III § 10 (2)(a) shall be amended as follows:
"(a) solely by reason of being a director, manager, member, shareholder, employee, or other
agent shareholder, member, or agent of the Incorporated Entity; or"
(14) LEA Part III § 10 (2)(b) shall be amended as follows:
"(b) by the acts or omissions of any other director, manager, member, shareholder,
employee, or other agent shareholder, member, or agent of the Incorporated Entity."
(15) LEA Part III § 10 (3) shall be amended as follows:
"(3) The failure of an Incorporated Entity to observe the usual formalities or requirements
relating to the exercise of its powers or management of its business is not a ground for
imposing personal liability on the directors, managers, members, shareholders, employees
and other agents shareholders, members, and agents for liabilities of the Incorporated
Entity."
(16) LEA Part III § 10 (6) shall be amended as follows:
"(6) In discharging their duties, a director, officer, manager, member, shareholder, employee,
or other agent shareholder, member, or agent shall be fully protected in relying in good faith
upon the records of the Incorporated Entity and upon such information, opinions, reports, or
statements presented to the Incorporated Entity by any of the Incorporated Entity’s directors,
officers, managers, employees, or by any other person as to matters the person reasonably
believes are within such other person’s professional or expert competence and who has
been selected with reasonable care by or on behalf of the Incorporated Entity."
(17) LEA Part IV § 1 (3)(g) shall be amended as follows:
"(g) A provision setting the characteristics of the share classes, directors, officers, employees
and other agents and agents; and/or"
(17) LEA Part V § 1 (3)(g) shall be changed to the following:
"(g) A provision setting the member class or manager class, employee or other agent agent characteristics; and"
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