Corporate Charters

 

Here's a question you may have never before considered:  How does a corporation come into being?  Here's how:

A corporation comes into being because a group of investors, having decided to incorporate, asks a State for a (corporate) charter.  When the State issues that charter, the corporation springs into existence.  The corporation is a creature of the State that issued the charter.

People (and courts) sometimes treat corporations as if they were persons; they are considered 'artificial persons', 'artificial' meaning 'created'.  Because of this, they are often considered to have all the powers and rights of real persons, but this is not logically defensible.  A real person is the biological output of other real persons and can participate in producing other real persons, all without the intervention of the State.  None of that is true for artificial persons like corporations.  Corporations cannot create other corporations without the approval of the State;  they are, in this respect, sterile like mules.

Because a corporation is a creature of the State, it has only the attributes acquired by heredity from its parent.  That is, it can have only those powers that were endowed to the State by the State's creators, viz.: the people of the State.  Conversely, any powers that were withheld from the State by the people cannot have been passed on to the corporation.

A wide variety of powers were withheld from the States and from the federal government that, via Congress, creates new states.  Most of us are familiar with the Bill of Rights — which probably should have been called 'The Bill of Prohibitions' since it mostly lists things the federal government (and, by extension, States) are forbidden to do;  things like:  interfere with the free expression of peoples' opinions,  discriminate among customers based on their exercise of rights retained by real people,  &c.

So, if a State is forbidden to discriminate among its customers (i.e.: citizens), how can a corporation, a creature of that State, have such a power?  If a State is forbidden to block the free exercise of expression by its citizens, how can a corporation, a creature of that State, have such a power?  The answer is that a corporation cannot and does not have any such power.  Doing such acts is a violation of the corporate charter.  The proper remedy for a corporation that violates its charter is for the State to withdraw the charter, killing the corporation.

Adios, FaceBook, Inc.

Adios, Twitter, Inc.

Adios, MasterCard, Inc.

There are plenty of others waiting to feast on your carcasses.  There are lots of companies anxious to take up any slack your absence creates.  You will not be missed.