> Corporations exist at the pleasure of government do they not?
No. “At the pleasure of” means total discretion. The government can’t just stop letting businesses incorporate because it doesn’t like how a county voted.
There is no constitutional right to incorporate. Theoretically states could stop it at any time. Although they would still have to honor corporations formed in other states so it’s of limited effect.
The Constitution directly grants very few individual rights. It’s mostly a document about what the government can’t do.
> Theoretically states could stop it at any time
Sure. That’s not “at the pleasure of.” Driver’s licenses are not issued “at the pleasure of” a state. Neither are marriage certificates. They’re issued as a matter of process that binds both the issuer and recipient to a predictable set of rules.
But there is a constitutional right to equal protection under the law. So while a state can say "everybody can incorporate" or "nobody can incorporate" without scrutiny, there are some pretty hash restrictions on rules that say some people can incorporate and others can't, especially if those restrictions look like they are written to be retaliatory against someone who pissed off the government.
No it can't. It must comply with other constitutional obligations like the equal protection clause and 1A. Basically any action to revoke the charter of a single corporation (or group of corporations) for any reason other than violating pre-existing law is going to be very hard to justify in court. And threatening to leave the state is clearly not against the law (nor could it ever be because that law would violate 1A). Furthermore, even if a state is able to revoke a corporate charter, it can't stop it from re-incorporating in another state and continuing to do business in the original state under its new charter (commerce clause).
Why can't the government do that? Is it because the government created laws that limited its total discretion? That is besides my point. The people allow for corporations to exist is what I was getting at, and in the US businesses incorporate at the state level. So asking why California has a say in the structure of a company incorporated in it seemed odd to me on its face.
> Is it because the government created laws that limited its total discretion?
Yes. As you said, "the people allow for corporations to exist," and the same people created the government and allow it to exist. And when those people created that government they created rules that govern what laws the government is allowed to enact. Those rules are known as the constitution. And one of the first rules the people made when they created the government is the aptly named "first amendment." And that rule clearly states that the government can't take legal action against a citizen for saying something the government doesn't like. The CA government retaliating against OpenAI for its CEO threatening to leave the state would clearly violate this rule.
> that rule clearly states that the government can't take legal action against a citizen for saying something the government doesn't like. The CA government retaliating against OpenAI for its CEO threatening to leave the state would clearly violate this rule
What? Conspiracy to commit a crime is punishable. If you're credibly threatening to do something that could be unlawful, the state can pursue that. Altman, of all people, is not being punished for his speech. Nor has he any track record of free speech bona fides to stand on.
I would think that sort of framing implies that the government gives them permission to exist.
Rather than, the natural state is that they exist unless they do something bad enough to be shut down.
Unless you mean, they need the government's "permission" to even file to become a corporation... But even in that case, you aren't asking for permission, you're doing the old school equivalent of signing up for a domain, you're submitting a filing and reserving a spot for that name/ID.
It's more than that. When you file to incorporate, there is a birth. A new person is created, one that can potentially never die. Yes, it's routine, but it wasn't always, and it doesn't need to be forever. The ability to create a new, fake, person in order to shield yourself and your business partners from liability is a not a right. It is a deliberate policy that some sovereign jurisdictions allow their citizens.
> I would think that sort of framing implies that the government gives them permission to exist.
> Rather than, the natural state is that they exist unless they do something bad enough to be shut down.
JFC, come on. Corporations are legal entities and have no existence separate from the law. If they even have a natural state, that natural state is non-existence.
> If they even have a natural state, that natural state is non-existence
A corporation is a legal fiction that describes an association of people. The association is real and has a natural state. The corporate existence does not. (Analogous: a house is real. Land is real. Property is a social construct.)
Yeah I think we're splitting hairs and actually aren't in any sort of disagreement here. I 100% agree that you have to be registered on paper with a government entity to get all the legal protections, insurance, etc etc etc. I've been a business owner for nearly 20 years. Like, a real business, with real paperwork and insurance and all that.
I'm thinking of all the unofficial mom and pops that transact and do business every day without having a proper legal entity. so it's more of a "does that count as a business even if they didn't file articles of incorporation?" of course it does, as far as its customers are concerned.
Think of the idea of "this guy has a lawn care business, I pay him every week to mow my lawn for 10 years", as far as his customers are concerned, he didn't need to get permission from the government to start doing that. And this sort of thing happens all the time.
I am NOT arguing whether a business where you filed articles is a legal entity, etc. There's no question that they are.
I mean, if Sam Altman wants to run OpenAI as individual proprietorship, without the limited liability that corporate shield gives, he's totally welcome to do so, and that would require far less paperwork.
> Corporations exist at the pleasure of government do they not?
No. “At the pleasure of” means total discretion. The government can’t just stop letting businesses incorporate because it doesn’t like how a county voted.
There is no constitutional right to incorporate. Theoretically states could stop it at any time. Although they would still have to honor corporations formed in other states so it’s of limited effect.
> There is no constitutional right to incorporate
The Constitution directly grants very few individual rights. It’s mostly a document about what the government can’t do.
> Theoretically states could stop it at any time
Sure. That’s not “at the pleasure of.” Driver’s licenses are not issued “at the pleasure of” a state. Neither are marriage certificates. They’re issued as a matter of process that binds both the issuer and recipient to a predictable set of rules.
But there is a constitutional right to equal protection under the law. So while a state can say "everybody can incorporate" or "nobody can incorporate" without scrutiny, there are some pretty hash restrictions on rules that say some people can incorporate and others can't, especially if those restrictions look like they are written to be retaliatory against someone who pissed off the government.
>The government can’t just stop letting businesses incorporate because it doesn’t like how a county voted.
The government can revoke a corporation's charter at any time it desires to.
No it can't. It must comply with other constitutional obligations like the equal protection clause and 1A. Basically any action to revoke the charter of a single corporation (or group of corporations) for any reason other than violating pre-existing law is going to be very hard to justify in court. And threatening to leave the state is clearly not against the law (nor could it ever be because that law would violate 1A). Furthermore, even if a state is able to revoke a corporate charter, it can't stop it from re-incorporating in another state and continuing to do business in the original state under its new charter (commerce clause).
Why can't the government do that? Is it because the government created laws that limited its total discretion? That is besides my point. The people allow for corporations to exist is what I was getting at, and in the US businesses incorporate at the state level. So asking why California has a say in the structure of a company incorporated in it seemed odd to me on its face.
> Is it because the government created laws that limited its total discretion?
Yes. As you said, "the people allow for corporations to exist," and the same people created the government and allow it to exist. And when those people created that government they created rules that govern what laws the government is allowed to enact. Those rules are known as the constitution. And one of the first rules the people made when they created the government is the aptly named "first amendment." And that rule clearly states that the government can't take legal action against a citizen for saying something the government doesn't like. The CA government retaliating against OpenAI for its CEO threatening to leave the state would clearly violate this rule.
> that rule clearly states that the government can't take legal action against a citizen for saying something the government doesn't like. The CA government retaliating against OpenAI for its CEO threatening to leave the state would clearly violate this rule
What? Conspiracy to commit a crime is punishable. If you're credibly threatening to do something that could be unlawful, the state can pursue that. Altman, of all people, is not being punished for his speech. Nor has he any track record of free speech bona fides to stand on.
Moving a corporation out of state isn't a crime. Not sure what any sort of track record has to do with any of this.
I would think that sort of framing implies that the government gives them permission to exist.
Rather than, the natural state is that they exist unless they do something bad enough to be shut down.
Unless you mean, they need the government's "permission" to even file to become a corporation... But even in that case, you aren't asking for permission, you're doing the old school equivalent of signing up for a domain, you're submitting a filing and reserving a spot for that name/ID.
It's more than that. When you file to incorporate, there is a birth. A new person is created, one that can potentially never die. Yes, it's routine, but it wasn't always, and it doesn't need to be forever. The ability to create a new, fake, person in order to shield yourself and your business partners from liability is a not a right. It is a deliberate policy that some sovereign jurisdictions allow their citizens.
> I would think that sort of framing implies that the government gives them permission to exist.
> Rather than, the natural state is that they exist unless they do something bad enough to be shut down.
JFC, come on. Corporations are legal entities and have no existence separate from the law. If they even have a natural state, that natural state is non-existence.
> If they even have a natural state, that natural state is non-existence
A corporation is a legal fiction that describes an association of people. The association is real and has a natural state. The corporate existence does not. (Analogous: a house is real. Land is real. Property is a social construct.)
This is exactly my point that you articulated in way fewer words, thanks.
> All corporations are devoid of inherent nature.
> There is no inherent nature whatsoever.
> What is inherently existing is empty.
> What is empty is inherently existing.
Nāgārjuna vs Delaware
Yeah I think we're splitting hairs and actually aren't in any sort of disagreement here. I 100% agree that you have to be registered on paper with a government entity to get all the legal protections, insurance, etc etc etc. I've been a business owner for nearly 20 years. Like, a real business, with real paperwork and insurance and all that.
I'm thinking of all the unofficial mom and pops that transact and do business every day without having a proper legal entity. so it's more of a "does that count as a business even if they didn't file articles of incorporation?" of course it does, as far as its customers are concerned.
Think of the idea of "this guy has a lawn care business, I pay him every week to mow my lawn for 10 years", as far as his customers are concerned, he didn't need to get permission from the government to start doing that. And this sort of thing happens all the time.
I am NOT arguing whether a business where you filed articles is a legal entity, etc. There's no question that they are.
Hope that clarifies my point.
I mean, if Sam Altman wants to run OpenAI as individual proprietorship, without the limited liability that corporate shield gives, he's totally welcome to do so, and that would require far less paperwork.