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A
BILL
TO
Refresh and Update the Legal Entity Act.
BILL
TO
Refresh and Update the Legal Entity Act.
1 - About this Act
(1) This Act
(a) may be cited as the ‘Legal Entity Refresh Act’.
(b) may be numbered as P.B.07-XXX.
(c) shall be enacted immediately upon receiving assent from Her Majesty the Queen.
(d) has been authored by Member of Parliament MattQiu.
(e) has been co-sponsored by Prime Minister ConsequencesInc.
2 - Amendment to A.P.020 | Legal Entity Act
(1) All sections in the Legal Entity Act shall have their formatting edited and list numbering changed to follow the Formatting Standards of the Chamber.
(2) §3 shall be amended in the following manner:
“[...]
(8) [...]
(9) The shorthand “MOTF” may also be used to refer to the Ministry of Trade and Finance in this Act.
”
(3) §6 shall be amended in the following manner:
“[...]
(1) Unless otherwise defined by law or this Act, Incorporated Entities shall always need
(a) An in-game company with a name that closely resembles the in-game name
2. Company docket(b) A Company Docket
(c) A Formation Instrument
(d) Company Bylaws
(2) Unless otherwise defined in this Act or in the Formation Instrument, the standard activity requirement is a minimum of 6 hours in the past 30 days.(3) Unless otherwise defined in this Act, on any vote there must be a quorum of at least 50% of the voting power where abstentions shall be counted as a vote.
(4) An ordinary resolution shall be defined as a vote, with a quorum, that passes by at least a simple majority (>50%) of the voting power.
(5) Unless otherwise defined in this Act or in the entity’s Formation Instrument, all Incorporated Entities shall have perpetual existence.
(6) The duty of care mandates that a person shall:
(a) Act in good faith
(b) Act on an informed basis
(c) Act with the care that a reasonable person in a similar position and circumstance would exercise
(d) Act in a manner that is in the best interest of the Incorporated Entity
(7) The duty of loyalty mandates that a person shall put the interest of the company before their own personal interests and act in good faith and shall have the rebuttable presumption of being met if the person has disclosed their conflicts of interest.(8) The business judgement rule presumes that the requirements for the duty of care and the duty of loyalty have been met, subject to clear and convincing evidence proving otherwise.
(a) Courts shall not substitute their own notions of what is or is not sound business judgment if the requirements of fiduciary duty have been met.
A - Company docket(9) It shall be the function of the Company Docket to keep a record regarding the amendments, activities and ownership of the company
(10) The Company Docket shall record, at least, the following information:
1. The following information shall at least be recorded in the Company Docket
(a) Summons issued to the Incorporated Entity
(b) Verdicts regarding the Incorporated Entity
(c) Any enforcement actions against the Incorporated Entity
(11) This The Company Docket shall be a public thread in the Company Register3. All Company Dockets in the Company Register shall be public.
(12) The title of the thread shall be the registered company name.
(13) The Incorporated Entity Summary shall be the first post in the company docket and shall contain the most recent information listed below or otherwise defined elsewhere:
1. This shall be the first post in the company docket and shall contain the most recent information listed below or defined elsewhere:
(a) The name of the company
(b) The formation instrument
(c) Company bylaws, if any
(d) Any ongoing court cases
(e) Any ongoing enforcement actions
(14) Information recorded in the Company Docket shall be immutable and permanent, even if the incorporated entity does not exist anymore.(a) Small mistakes such as spelling mistakes may be corrected, but may not alter the meaning or the spirit of the record.
(b) The underlying medium for documents and other files must also reflect this property. Google Docs links for example may not be used to store documents recorded in the Company Docket.
1. Google Docs links for example may not be used to store documents recorded in the Company Docket.(15) All amendments made to company documents must be posted to the Company Docket.
B - Processing of Documents
(16) Upon filing of the documents required by this act, the MOTF shall verify the documents for compliance.
(17) If the documents fail verification, the MOTF shall provide a clear reason.
(18) If the documents pass verification, a Company Docket shall be opened.
(19) The Minister of the MOTF or any person authorised by the Minister to exercise such authority shall post an approval in the Company Docket
(20) The Incorporated Entity shall begin its existence from the point the approval has been posted in the Company Docket or 3 days after the opening of the Company Docket, whichever first.
C - Formation Instrument
(21) The Formation Instrument may be referred to in this Act by another name, if defined.
(22) The Formation Instrument, unless stated otherwise by law or in this Act, must contain the following information:
(a) The name of the Incorporated Entity
(b) The name of the Incorporators or Formators
(c) The nature of the business or purposes to be conducted or promoted
(i) It shall be sufficient to state, either alone or with other businesses or purposes, that the purpose of the Corporation is to engage in any lawful act or activity for which Incorporated Entities may be organized under the Laws of the Kingdom of Alexandria, and by such statement all lawful acts and activities shall be within the purposes of the Corporation, except for express limitations, if any.
(d) A clear reference to the Company Bylaws, if any
(23) Unless stated otherwise in this Act, a minimum of a resolution by simple majority is required for the Formation Instrument to be amended.D - Company Bylaws
(24) The Company Bylaws (“Bylaws”) may be referred to in this Act by another name, if defined.
(25) The Bylaws of an Incorporated Entity (“Entity”) may regulate any matter concerning the entity, provided that such authority is delegated to the Bylaws by the Formation Instrument and does not conflict with applicable law.
(26) In case of conflict between the Bylaws and the Formation Instrument, the Formation Instrument shall prevail.
(27) Unless stated otherwise in the Formation Instrument, the Bylaws shall require a minimum of an ordinary resolution by simple majority for the Bylaws to be amended.
E - Personal Liability
(28) Unless stated otherwise by law, this Act, or in a document authorised by this Act to state otherwise, the members of an Incorporated Entity shall not be personally liable for the payment of the entity’s debts
(29) Any passed amendment to the document authorized by this Act to dictate personal liability that increases the personal liability for the debts of the Incorporated Entity on its members shall need notice to be posted in the Company Docket and notice to be given to the affected parties. The personal liability increase shall then be suspended until 72 hours after both notices have been given.
”
(4) §7 shall be amended in the following manner with the following subsections numbered and formatted accordingly:
“
[...] (1) The Corporation shall be regarded as an Incorporated Entity.
(2) The formation instrument of the Corporation is the Certificate of Incorporation.
(3) Members of a Corporation shall be the shareholders.
(4) The officers and directors shall be listed on the Incorporated Entity summary together with their title, class or group.
5. On any vote there shall be a quorum of at least 50% of the voting power where abstentions shall be counted as a vote, unless otherwise defined in the Certificate of Incorporation or the bylaws.
6. Formation:
1. The Incorporators shall file a Certificate of Incorporation.
2. There may be multiple Incorporators.
3. The MOTF shall verify the Certificate of Incorporation for compliance within 5 days.
1. The time limit may be reasonably extended only for the following reasons. The reason must be shared:
2. The complexity of the Certificate of Incorporation exceeds the complexity which is reasonable to be verified in that time frame;
3. There is an exceedingly high amount of filings that prevents verifying the Certificate of Incorporation within that time frame.
4. If the Certificate of Incorporation fails verification, then the MOTF shall provide a clear reason.
5. If the Certificate of Incorporation passes verification:
1. A Company Docket shall be opened;
2. The Minister of the MOTF or their delegate shall sign the Certificate of Incorporation in the Company Docket;
3. The Corporation shall begin its existence from the point the signature of the Certificate of Incorporation has been posted in the Company Docket.
A - Certificate of Incorporation
7. Certificate of Incorporation
(5) The Incorporator(s) shall file a Certificate of Incorporation.
(6) In addition to the mandatory contents in a formation instrument, a Certificate of Incorporation shall also include the following mandatory content:
1. Mandatory contents:
1. The name of the Corporation
2. The name of the Incorporators
1. This is mandatory only if there is no first director assigned in the Certificate of Incorporation until the first director is elected.
3. The nature of the business or purposes to be conducted or promoted.
1. It shall be sufficient to state, either alone or with other businesses or purposes, that the purpose of the Corporation is to engage in any lawful act or activity for which Corporations may be organized under the Laws of the Kingdom of Alexandria, and by such statement all lawful acts and activities shall be within the purposes of the Corporation, except for express limitations, if any.
(a) The following content per share class
(i) The amount of shares authorised to be issued
(ii) The par value of the shares
(iii) The name of the share class, if there is more than one
1. This shall be optional if there is only a single share class.(7) Optional contents of the Certificate of Incorporation
(a) Any provision for the management of the business and for the conduct of the affairs of the Corporation
(b) Any provision creating, defining, limiting and regulating the powers of the Corporation, the directors, the third parties, and the stockholders, or any class of the stockholders
(c) Provisions requiring the vote of a larger portion of the stock or of any class thereof, or of any other securities having voting power, or a larger number of the directors, than is required by this Act
(d) A provision limiting the duration of the Corporation’s existence to a specified date otherwise the Corporation shall have perpetual existence;
(e) A provision imposing personal liability for the debts of the Corporation on its stockholders to a specified extent and upon specified conditions; otherwise, the stockholders of a Corporation shall not be personally liable for the payment of the Corporation’s debts
1. Any passed amendment to the Certificate of Incorporation increasing personal liability for the debts of the Corporation on its stockholders shall need notice to be posted in the Company Docket and notice to be given to the affected people. The personal liability increase shall be suspended until 72 hours after both notices have been given.(f) A provision setting inactivity requirements and the actions to be taken if the owner of the shares is inactive.
(i) By default, shares shall be bought back at par value.
1. The inactivity requirement shall be a minimum of 6 hours in the last 30 days.2. The shares shall be bought back at par value
(ii) A stockholder in violation of the activity inactivity requirements shall be notified at least 72 hours before shares change ownership.
(g) A provision setting the powers, preferences, rights, qualifications, limitations or restrictions of share classes
(h) A provision setting the first directors.
(8) An ordinary resolution from the stockholders is required to amend the Certificate of Incorporation.1. The Certificate of Incorporation must be amended by a stockholder vote of at least a majority.
(9) Unless otherwise defined in the Certificate of Incorporation, the amendment shall originate from the board of directors by an ordinary resolution majority vote.
3. The holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the Certificate of Incorporation. Such an amendment must reach at least a majority in each class, and shall only apply to the following amendments:
(10) An ordinary resolution is required from the holders of the outstanding shares of a class, whether or not entitled to vote thereon by the Certificate of Incorporation, for the following amendments:
1. This shall only apply to the following amendments:
(a) To increase or decrease the aggregate number of authorized shares of such class where the amount may not go below the amount of outstanding shares in that class.
(b) To increase or decrease the par value of the shares of such class;
(c) Alter or change the powers, preferences, or special rights of the shares of such class so as to affect them adversely.
B - Company Bylaws(11) Corporations may use Bylaws and they shall be added to the Incorporated Entity Summary if used.
8. Bylaws:
1. The Bylaws of a Corporation may regulate any matter concerning the Corporation, provided that such authority is delegated to the Bylaws by the Certificate of Incorporation and does not conflict with applicable law.
1. Any reference to the Certificate of Incorporation shall include the Bylaws if the subject matter is delegated to the Bylaws.
2. In case of conflict between the Bylaws and the Certificate of Incorporation, the Certificate of Incorporation shall prevail.
3. Unless otherwise provided b y the Certificate of Incorporation, the Board of Directors may amend the Bylaws with a majority.
4. If there are Bylaws, they shall be added to the Incorporated Entity summary
C - Board of Directors
9. Board of directors
(12) The business and affairs of every Corporation[...]
(13) Unless otherwise restricted[...]
(14) Any director or the entire board of directors may be removed[...]
(15) The Incorporators shall be the first directors if there is no first director set in the Certificate of Incorporation.
(16) Directors shall have a fiduciary duty of care and loyalty to the Corporation and by extension to the shareholders
1. Director and officer liability:
1. Duty of care mandates that a person shall:
1. act in good faith
2. act on an informed basis
3. with the care that a reasonable person in a similar position and circumstance would exercise
4. in a manner that is in the best interest of the Corporation
2. Duty of loyalty mandates that a person shall put the interest of the company before their own personal interests and act in good faith
3. The duty of loyalty shall have the rebuttable presumption of being met if the person has disclosed their conflicts of interest.
4. Fiduciary duty shall mean the duty of care and the duty of loyalty
5. The business judgement rule presumes that the requirements for the duty of care and the duty of loyalty have been met, subject to clear and convincing evidence proving otherwise
1. Courts shall not substitute its own notions of what is or is not sound business judgment if the requirements of fiduciary duty have been met
D - Officers
11. Officers
(17) Officers shall be chosen in such manner and shall hold their offices[...]
E - Shares
12. Shares
(18) A Corporation shall have 1 or more shares of 1 or more classes outstanding which, single or combined, shall have full voting powers.
(19) Shares shall not be in bearer form or fractional
2. There shall not be fractional shares
(20) Shares with different powers, preferences, rights, qualifications, limitations or restrictions shall be considered different share classes.
(21) Any action breaching the above provisions shall be null and void.
(22) Shares authorized but not outstanding shall be considered in the ownership of the company
(23) These shares may be issued in the manner provided by the board of directors through a resolution with at least a majority vote an ordinary resolution.
(24) Unless otherwise provided by the Certificate of Incorporation:
(a) A Corporation may demand payment up to the part of the par value for a share that is not paid.
(b) A share that is not fully paid up shall have its voting right suspended until it is fully paid up
(c) Refusal to pay up to the par value for a share that is not fully paid up within 72 hours of notice given, shall allow the Corporation to forfeit the share to the Corporation.
(25) Shares forfeited or had their ownership forcibly changed forcibly change ownership by the Corporation shall always need 72 hours of notice to the stockholder(26) The counting of votes shall be by voting power, not by individual shares unless otherwise defined by law or by the Certificate of Incorporation
9. Own shares:
(27) Every Corporation may purchase, redeem, receive, take or otherwise acquire, own and hold, sell, lend, exchange, transfer or otherwise dispose of, pledge, use and otherwise deal in and with its own shares
(28) Shares of a Corporation’s capital stock shall neither be entitled to vote nor be counted for quorum purposes if such shares belong to the Corporation or another Incorporated Entity controlled directly or indirectly by the Corporation.
1. The Corporation;
2. Another Incorporated Entity controlled directly or indirectly by the Corporation
(29) Share register
(a) All Corporations shall have a share register.
(b) It shall keep a record of ownership of all shares.
(c) If shares are owned through an Exchange or through a securities depository then this shall be written as the owner in the share register.
F - Shareholder Rights and Liabilities13. Shareholder rights and liabilities
(30) Shareholders shall only be liable up to the unpaid part of their share except otherwise defined
(31) Minority shareholders may petition the court to conduct an entire fairness review on transactions that materially affect them.
(32) Access to information
(a) Each stockholder of a Corporation, in person or by attorney or other agent, has the right, subject to such reasonable standards[...]
(i) True and full information regarding the status of the business and financial condition of the limited liability company;
(ii) Other information regarding the affairs of the limited liability company as is just and reasonable.
(b) Each director and officer shall have the right to examine all of the information described in paragraph above for a purpose reasonably related to the position of director.
(c) The directors and officers of a Corporation shall have the right to keep confidential from the stockholders, for such period of time[...]
G - Legal14. Legal:
(33) Contractual counterparties and third parties may presume that a director or officer who legally binds the Corporation, shall be within their power to do so.
(a) The Corporation shall be legally bound even though the director or officer was without power to sign
(b) A Corporation that notices this discrepancy shall speedily notify the contractual counterparty, where failure to notify shall void the contract.
1. Failure to notify shall void to contract(c) The counterparty shall decide whether or not to void the contract within reasonable time
(d) If the counterparty decides not to void the contract, the contract shall become binding
H - Dissolution and Winding Up15. Dissolution and winding up
(34) Unless otherwise defined in the Certificate of Incorporation, the process of dissolution shall go as following:
(a) The process may be started by the board of directors with the adoption of a resolution advising dissolution
(b) If adopted the resolution shall be posted in the Company Docket and the stockholders shall be notified
(c) The stockholders shall vote with at least a majority An ordinary resolution from the stockholders is required to approve the dissolution
(d) The Corporation shall post a certificate of dissolution in its company docket
2. Dissolution must always be approved by stockholders with at least a majority(35) A dissolution resolution shall override any provision set in the Certificate of Incorporation
(36) A proposed dissolution resolution must be posted in the Company Docket at least 72 hours before the stockholder vote takes place, unless the dissolution is approved by unanimous consent of all stockholders.
1. This shall not be applicable if the dissolution is approved of by unanimous consent of all stockholders
(37) The approval or rejection of the proposed dissolution resolution must be posted in the Company Docket
(38) The dissolution resolution shall be executed by doing at least the following:
1. This must at least do the following:
(a) End all contracts
(b) Pay off all creditors
(c) Finish all lawsuits
(d) Liquidate all assets
(e) Distribute all remaining cash according to the dissolution resolution. By default, this shall be to the shareholders according to the appropriate rules and regulations
(39) If the dissolution resolution has been fully executed, a Certificate of Dissolution shall be filed in the Company Docket and the MOTF shall be notified.(a) The Minister or a Secretary of the MOTF shall sign this Certificate of Dissolution within 72 hours.
(b) The Corporation shall end its existence on the point the signature of the Certificate of Dissolution has been posted in the Company Docket
(c) The MOTF may suspend this signature for a reasonable time to verify that the dissolution resolution has been fully and lawfully executed.
”
(5) §8 shall be amended in the following manner with the following subsections numbered and formatted accordingly:
“[...]
(3) Members of a LLC shall mean members as described in this section.
(4) The managers of the LLC shall be listed on the Incorporated Entity summary together with their title, class or group.
(5) The formation instrument shall be the Certificate of Formation.
(6) The company bylaws of an LLC shall be the LLC Operating Agreement.
5. Formation
1. The Incorporators shall file a Certificate of Incorporation.
2. The MOTF shall verify the Certificate of Formation for compliance within 5 days.
1. The time limit may be reasonably extended only for the following reasons. The reason must be shared:
1. The complexity of the Certificate of Formation exceeds the complexity which is reasonable to be verified in that time frame;
2. There is an exceedingly high amount of filings that prevents verifying the Certificate of Formation within that time frame.
3. If the Certificate of Formation fails verification, then the MOTF shall provide a clear reason.
4. If the Certificate of Formation passes verification:
1. A Company Docket shall be opened
2. The Secretary of the MOTF or their delegate shall sign the Certificate of Formation in the Company Docket.
3. The Corporation shall begin its existence from the point the signature of the Certificate of Formation has been posted in the Company Docket
A - Certificate of Formation
6. Certificate of Formation
(7) The Incorporator(s) shall file a Certificate of Formation.
(8) Voting power of the LLC shall mean the votes of members or the votes of an interest.
2. On any vote there shall be a quorum of at least 50% of the voting power where abstentions shall be counted as a vote
(9) In addition to the mandatory contents in a formation instrument, a Certificate of Incorporation shall also include the following mandatory content:
3. Mandatory contents:
1. The name of the LLC
2. The name of the formator
3. The nature of the business or purposes to be conducted or promoted.
1. It shall be sufficient to state, either alone or with other businesses or purposes, that the purpose of the LLC is to engage in any lawful act or activity for which Corporations may be organized under the Laws of the Kingdom of Alexandria, and by such statement all lawful acts and activities shall be within the purposes of the Corporation, except for express limitations, if any.
(a) The LLC operating agreement
(b) If the LLC is member based or interest based
(c) In case of an interest based LLC, if the unit of the interest is relative or absolute
(i) In practice this means for a relative interest it is a percentage of the whole and an amount in shares if the interest is an absolute unit
B - Member Based LLC7. Member based LLC
(10) A member may be a person or a legal entity
(11) Unless otherwise provided in the LLC operating agreement, the following shall apply: proposed Members shall be admitted by unanimous vote.
1. Proposed Members shall be shall be admitted by unanimous vote
C - Interest Based LLC
8. Interest based LLC
(12) Persons or legal entities shall be members if they hold an interest in the LLC
(13) Unless otherwise provided in the LLC operating agreement, the following shall apply: an interest may only be transferred if at least a majority of the voting power agrees.
1. An interest may only be transferred if at least a majority of the voting power agrees
D - Profit and Loss Distribution
9. Profit and loss distribution
(14) Unless otherwise provided in the LLC operating agreement, profits will be distributed equally among members if the LLC is member based or according to interest if the LLC is interest based.
1. Profits will be distributed equally among members if the LLC is member based or according to interest if the LLC is interest based.
E - LLC Operating Agreement
10. LLC operating agreement
1. Amendments shall need at least a majority of voted members according to voting power to pass.
2. Amendments must be posted in the company docket
(15) The operating agreement may include the following content:
3. Optional contents:
(a) Any provision for the management of the business and for the conduct of the affairs of the LLC
(b) Any provision creating, defining, limiting and regulating the powers of the LLC, the managers, the members and third parties, or any class of the members or managers
(c) Provisions requiring the vote of a larger portion of the members or of any class thereof, or a larger number of the managers or of any class thereof, than is required by this Act
(d) A provision limiting the duration of the Corporation’s LLC’s existence to a specified date otherwise the Corporation shall have perpetual existence;
(e) A provision imposing personal liability for the debts of the LLC Corporation on its stockholders members to a specified extent and upon specified conditions; otherwise, the stockholders of a Corporation shall not be personally liable for the payment of the Corporation’s debts
1. Any passed amendment to the LLC operating agreement increasing personal liability for the debts of the LLC on its members or managers shall need notice to be posted in the Company Docket and notice to be given to the affected people. The personal liability increase shall be suspended until 72 hours after both notices have been given.(f) A provision setting inactivity activity requirements and the actions to be taken if the owner of the shares member is inactive.
1. By default1. The inactivity requirement shall be a minimum of 6 hours in the last 30 days.
2. The shares shall be bought back at par value
(i) A stockholder in violation of inactivity requirements shall be notified at least 72 hours before shares change ownership.
(g) A provision setting the powers, preferences, rights, qualifications, limitations or restrictions of member or manager classes
F - Managers11. Managers
(16) A person may be designated manager by majority vote ordinary resolution unless otherwise provided by the LLC operating agreement.
G - Access to Information
12. Access to information
(17) Each member of a limited liability company an LLC, in person or by attorney or other agent, has the right, subject to such reasonable standards (including standards governing what information (including books, records and other documents) is to be furnished at what time and location and at whose expense) as may be set forth in a limited liability company agreement an LLC operating agreement or otherwise established by the manager or, if there is no manager, then by the members, to obtain from the limited liability company LLC from time to time upon reasonable demand for any purpose reasonably related to the member’s interest as a member of the limited liability company LLC:
(a) True and full information regarding the status of the business and financial condition of the limited liability company LLC;
(b) True and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each member and which each member has agreed to contribute in the future, and the date on which each became a member; and
(c) Other information regarding the affairs of the limited liability company LLC as is just and reasonable.
(18) Each manager shall have the right to examine all of the information described in paragraph above of this section for a purpose reasonably related to the position of manager.(19) The manager of a limited liability company an LLC shall have the right to keep confidential from the members, for such period of time as the manager deems reasonable, any information which the manager reasonably believes to be in the nature of trade secrets or other information the disclosure of which the manager in good faith believes is not in the best interest of the limited liability company LLC or could damage the limited liability company LLC or its business or which the limited liability company LLC is required by law or by agreement with a third party to keep confidential.
H - Liability
13. Liability
(20) Members and managers shall not be liable for the debts of the LLC, unless otherwise agreed to or defined.
(21) There shall be a covenant of fair dealing on managers and members.
(22) Managers shall have a fiduciary duty of care and loyalty to the LLC and by extension to the Member.
3. Manager liability:
1. Duty of care mandates that a person shall:
1. act in good faith
2. act on an informed basis
3. with the care that a reasonable person in a similar position and circumstance would exercise
4. in a manner that is in the best interest of the limited liability company
2. Duty of loyalty mandates that a person shall put the interest of the company before their own personal interests and act in good faith
1. The duty of loyalty shall have the rebuttable presumption of being met if the person has disclosed their conflicts of interest.
3. Fiduciary duty shall mean the duty of care and the duty of loyalty
4. The business judgement rule presumes that the requirements for the duty of care and the duty of loyalty have been met, subject to clear and convincing evidence proving otherwise
1. Courts shall not substitute their own notions of what is or is not sound business judgment if the requirements of fiduciary duty have been met.
I - Dissolution and Winding Up
14. Dissolution and winding up
(23) Unless otherwise defined in the Certificate of Formation, the process of dissolution shall go as following:
(a) The process shall be started by a manager with the adoption of a resolution advising dissolution
(b) If adopted the resolution shall be posted in the Company Docket and the members shall be notified
(c) The members shall vote with at least a majority An ordinary resolution from the members is required to approve the dissolution
(d) The LLC shall post a certificate of dissolution in its company docket
2. By default a dissolution resolution shall require a majority vote by members(24) A dissolution resolution shall override any provision set in the Certificate of Formation.
(25) A proposed dissolution resolution must be posted in the Company Docket at least 72 hours before the stockholder Member vote takes place, unless the dissolution is approved by unanimous consent of all Members.
1. This shall not be applicable if the dissolution is approved of by unanimous consent of all stockholders
(26) The approval or rejection of the proposed dissolution resolution must be posted in the Company Docket.
(27) The dissolution resolution shall be executed by doing at least the following:
1. This must at least do the following:
(a) End all contracts
(b) Pay off all creditors
(c) Finish all lawsuits
(d) Liquidate all assets
(e) Distribute all remaining cash according to the dissolution resolution
(28) By default this shall be to the shareholders Members according to the appropriate rules and regulations(29) If the dissolution resolution has been fully executed, a Certificate of Dissolution shall be filed in the Company Docket and the MOTF shall be notified.
(a) The Minister or a Secretary of the MOTF shall sign this Certificate of Dissolution within 72 hours.
(b) The Corporation LLC shall end its existence on the point the signature of the Certificate of Dissolution has been posted in the Company Docket.
(c) The MOTF may suspend this signature for a reasonable time to verify that the dissolution resolution has been fully and lawfully executed.
J - Legal15. Legal:
(30) Contractual counterparties and third parties may presume that a manager who legally binds the Corporation LLC, shall be within their power to do so.
(a) The Corporation LLC shall be legally bound even though the manager was without power to sign
(b) A Corporation that notices this discrepancy shall speedily notify the contractual counterparty where failure to notify shall void the contract.
1. Failure to notify shall void to contract(c) The counterparty shall decide whether or not to void the contract within reasonable time
(d) If the counterparty decides not to void the contract, the contract shall become binding
”(6) §10(2) shall be amended in the following manner. The prior and following subsections should be formatted accordingly as stated in this Act:
“[...]
(1) [...]
(2) It must have a clear goal in the Certificate of Incorporation Formation.
(3) [...]
[...]”
3 - Severability
(1) The provisions of this Act are severable. Should one part of it be declared unconstitutional, it shall not affect the parts which remain.
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