Legislation:SBR/P002-015/Original text

Enactment clause, short and long titles

Be it enacted by the Grand Forum of All Citizens, as follows—

Proposition 002-015, Incorporation Act 2020

An Act to establish a process for the establishment of corporations by means other than a Charter of Incorporation.

Chapter I: On Incorporation

Section A: Articles of Incorporation

1. A company is formed on the signing of Articles of Incorporation.
2. The articles of incorporation for a prospective company must at minimum specify:
   1. the name of the company;
   2. any alternative trading name of the company;
   3. details of the company’s ownership; and
   4. that the company is to be a company under the law of Our Serene Republic.
3. The ‘details of the corporation’s ownership’ means details of:
   1. if the company is owned by a single party, the name of the party;
   2. if the company is owned by multiple parties;
   3. the total number of shares in the company that will initially exist; or
   4. for each class of shares, the rights of those shares’ bearers and the total number of shares of that class;
   5. with respect to each proposed initial shareholder, their name; the number and class of shares to be taken by them on formation of the company.
4. A company may amend its Articles of Incorporation at any time, by means specified in those articles.
5. A corporation is dissolved if its Articles of Incorporation are annulled:
   1. by vote of the shareholders; or
   2. on the order of a competent court.

Section B: Names of companies

1. A company may not use a name, either its official name or an alternative trading name, that is so similar to an existing Beaconite company so as to cause ambiguity.
2. A company may not use a name, either its official name or an alternative trading name, that implies that the company is:
   1. A governmental institution;
   2. Owned by Our Serene Republic; or
   3. Otherwise representative of Our Serene Republic.

Chapter II: On the Registration of Corporations

Section A: Registration with Inland Revenue

1. Upon the signing of Articles of Incorporation, a company must deliver its Articles of Incorporation to the Inland Revenue Service.
2. Upon the amendment of Articles of Incorporation, a company must deliver the amendment to the Inland Revenue Service.
3. Any person who fails their duties under II.A.1 or II.A.2 commits an offence.

Section B: Corporate Administration Tax

1. There is to be a tax known as the Corporate Administration Tax, paid into the Grand General Fund.
2. A company is liable to pay this tax if:
   1. It chooses to pay it, voluntarily.
3. The amount a company owes is:
   1. To be determined by the company itself, by its own internal processes.