Kodiak Code of Commerce

The Kodiak Code of Commerce shall legislate, create records of and determine the laws of all commercial/mercantile relations and activities.

Title One - Of Traders and Commerce

1.1 - Entrepreneurs and natural persons, at least of 18 years of age, who professionally and in their own name carry out an intellectual activity, whether scientific, liberal or artistic, of production of goods or provision of services for the market, shall be considered a trader. A trader will, when joining a commercial company, contribute to the company with their labour, property, money or other sorts of contribution that could improve the company's visibility in the market, activity process or internal functions.

1.2 - A trader, in the case that they are a partner of a commercial company, will be classified as:

1.2.1 - Capitalist partner: A partner who only contributes to the company with their money, often not choosing to have significant involvement in the company.

1.2.2 - Industrial partner: A partner that actively contributes to the company with their labour, property or other sorts of contributions, never their money, that often choose to have a significant involvement in the company.

1.3 - Any judge, magistrate, prosecutor, worker of the public office, solicitor, worker of the public office directly involved in the administration of a region, city or district, and those incapable according to legal means to carry out said commercial activity mentioned in 1.1 will not be allowed to contribute as a trader in a commercial company. Any person condemned of corruption, embezzlement and other kinds of money-transfering criminal acts will not be allowed to contribute as a trader in a commercial company until they've gone through their sentence and at least 3 years had passed since.

1.4 - Any natural person that's not of at least 18 years of age may be allowed to continue the regular commercial activities done by their parents or trader as holders. If the holder lacks the ability to commerce, or had any incompatibility as those mentioned in 1.3, they shall not be allowed to continue as holders.

1.5 - All partners of a commercial company will be subject to a certain amount of responsibilities, obligations and rights, depending on the type of commercial company they are a part of and of the company commerce law code.

1.6 - Foreign companies and traders shall be allowed to partake in Kodiak's commercial activities, as long as they follow their country of origin's law code when operating in it, and as long as they follow the Kodiak Law Code, when establishing a business inside Kodiak's territory, its mercantile operations and partaking in any judicial activities in the Courts of the nation.

Title Two - Of the Mercantile Registry

2.1 - The Mercantile Registry will be a document kept by the Ministry of Commerce and Labour with the information of the following points:

2.1.1 - Trade operations from individual traders and entrepeneurs.

2.1.2 - Commercial companies.

2.1.3 - Credit and insurance entities.

2.1.4 - Collective investments and pension funds institutions.

2.1.5 - Any individual, natural person or legal entity, when required by the law.

2.1.6 - Economic stake groups.

2.1.7 - Civil societies that act in the interest of traders of businesses.

2.1.8 - All acts, contracts and laws established by law.

2.1.9 - Commercial and trade contracts.

2.2 - Every region shall have its own Mercantile Registry, and there shall be a Central Mercantile Registry in San Chico, Sadore.

2.3 - All copies of documents that need to be included in the Mercantile Registry shall be forwarded to the office of the Ministry of Commerce from the region where the document is signed, and to the Central Mercantile Registry.

2.4 - Any document that's not yet been registered or isn't up-to-date in the Mercantile Registry won't legally take effect.

2.5 - Any individual that took part in a document registered in the Mercantile Registry will be allowed to check all contents of said document, and if all sides of the document agree to it, they'll be allowed to update or modify said document.

Title Three - Of the Commercial Company

3.1 - A Commercial Company shall be defined as an association of individuals that create a common patrimony fund to collaborate in the exploitation of a company to obtain an individual benefit.

3.2 - All Commercial Company's starting point of operation shall be when signing the company contract named the Company Law.

3.3 - Every member of a Commercial Company may remain anonymous to the public unless a judge has determined a breach of contract with malicious intent or abuse of right in order to harm the other side.

3.4 - Every Commercial Company that wishes to operate in Kodiak shall posess a company domicile.

3.5 - All Commercial Companies that are established under Kodiak's law will be considered a Kodiaker nationality. If a foreign company wishes to move to Kodiak, they shall relocate their company domicile inside Kodiak's borders.

3.6 - Any Commercial Company may cease to exist through several reasons, such as being liquidated for remaining payments and credits, the partners alongside the company being unable to pay the remaining debt, the partners agreeing to end operations, as well as a judge ordering the cease of operations if the company is suspected of criminal activity that would require such action.

3.7 - All Commercial Companies shall be required by law to include the prefix or name of the type of company in their official name.

3.8 - A Commercial Company shall be registered under the Company Law and Mercantile Registry as any of the following types:

3.8.1 - Limited Company (LC)

• The responsibility of the partners will remain limited and proportional to only the capital they've provided, and their personal and private properties aside from the SL will remain secured if the company faces debt or credit payments.
• The partners shall gather through a General Meeting for the deliberation and decision for the censoring of gestion, the approval of annual counts, the naming and destitution of administrators and the modification of the Company Law.
• The partners shall rely the power of enforcing the changes dictated by the General Meetings to one of more partners. The number of administrators shall be determined in the Company Law, and if not determined, all founding members shall act as administrators until ruled otherwise by a General Meeting.
• The partners shall enjoy the following rights within the company, these being: the right to participate in the distribution of company benefits and payments of liquidations and debt, the right to participate in the selling of shares from exiting partners, the right to participate in the company's social decisions and be chosen as administrators, the right to access all information under the Company Law and Mercantile Registry, the right to access information regarding company accountance agreed to in the Company Law, the right to participate in the voting of the General Meetings.
• All capitalist partners will be required to at least provide capital of at least ₣10.
• There must be at least one partner for the SL to be registered.
• It must save at least 20% of its revenue until the social capital reaches at least ₣40.000.

3.8.2 - Limited Company of New Enterprise (LCNE)

• This type of company shall be aimed for small and medium agricultural owners.
• The registration process shall be streamlined to only allowing a maximum of ₣850.000 of investment through capital and/or property. It shall have a maximum of 5 partners, and all must be physical persons. The social denomination of the company must be the surnames of all partners. The registration paperwork shall be reduced to only requiring the domicile, the partners, the social denomination, the provided capital and propeerty and the official administrator.
• The SLNE may be allowed to transition to an SL whenever they wish.
• If the General Meetings and the Administrative organ may act as unipersonal, but if more than one partner is included in those, the administrators shall not act as an administrator council.

3.8.3 - Laboral Limited Company (LLC)

• This type of company will act as an SL, but only must be formed by workers.
• This company shall only pay the Employee-Owned Business Tax.
• The method for the sharing of profit amongst industrial members will be decided by the General Meeting, but always must be required to be shared amongst all partners.

3.8.4 - Unipersonal Limited Society (ULC)

• This type of company will act as an SL, but only the single founder of the company shall remain responsible, declaring in their registration their intention to remain as the sole partner of the company.

3.8.5 - Anonymous Company (AC)

• This type of company will be aimed for large companies, enterprises and franchising companies.
• These are capitalis companies, companies where the contribution must be financial, or with goods and property susceptible of economic valuing, and labor is not allowed as a means to contribute.
• The responsibility of the partners will remain limited and proportional to only the capital they've provided, and their personal and private properties aside from the SA will remain secured if the company faces debt or credit payments.
• The partners shall gather through a General Meeting for the deliberation and decision for the censoring of gestion, the aproval of annual counts, the naming and destitution of administrators and the modification of the Company Law.
• The partners shall rely the power of enforcing the changes dictated by the General Meetings to one of more partners. The number of administrators shall be determined in the Company Law, and if not determined, all founding members shall act as administrators until ruled otherwise by a General Meeting. These administrators shall respond to the stakeholders and third parties when needed with solidarity, that meaning that they'll answer through their own share of capital provided as contribution when deemed responsible for damages to other stakeholders.
• The partners shall enjoy the following rights within the company, these being: the right to participate in the distribution of company benefits and payments of liquidations and debt, the right to participate in the selling of shares from exiting partners, the right to be chosen as administrators, the right to access all information under the Company Law and Mercantile Registry, the right to access information regarding company accountance agreed to in the Company Law, the right to keep themselves anonymous to other members unless required by law, the right to participate in votings done in the General Meeting.
• If mentioned in the Company Law, the partners may be required to hold more than one share in order to access the rights of a partner, said amount of shares never being able to exceed 1:1000 of the total value of all shares .
• To become a partner, the ownership of at least one share is required.
• There must be at least three partners in order for the SA to be registered.
• There must be an initial investment of ₣120.000 florins for the SL to be registered.

3.8.6 - Collective Company (CC)

• A group of companies and individuals, either physical persons or judicial entity, may create a Collective Company in order to respond to third parties and debt as an entity separate from its partners.
• The responsibility of the partners is unlimited, them being responsible with facingdebts and payments with their own patrimony and capital.
• The partners shall gather through a General Meeting for the deliberation and decision for the censoring of gestion, the aproval of annual counts, the naming and destitution of administrators and the modification of the Company Law.
• The partners shall rely the power of enforcing the changes dictated by the General Meetings to one of more partners. The number of administrators shall be determined in the Company Law, and if not determined, all founding members shall act as administrators until ruled otherwise by a General Meeting.
• The partners shall enjoy the following rights within the company, these being: the right to participate in the distribution of company benefits and payments of liquidations and debt, the right to participate in the selling of shares from exiting partners, the right to participate in the company's social decisions and be chosen as administrators, the right to access all information under the Company Law and Mercantile Registry, the right to access information regarding company accountance agreed to in the Company Law.
• The partners' role is to support solidarily the company as a whole through relations made between partners, the financial contributions and the unlimited responsibility against payments.
• In order to be counted as a partner, when already contributing, it will be needed to provide information involving the nationality, surname, domicile, and age.
• These companies are not allowed to register with an objective name, always needing to include the surname of one or more partners, always needing to include SC in their name.

3.8.7 - Cooperative (CO)

• Companies formed as cooperatives will act as an autonomous association of all partners where, through democratic means, they'll act in the economic interests of the partners, fulfilling both the roles of the General Meetings and the administrators through voting.
• It will aim to respond to third parties collectively and solidarily between all partners.
• The values of cooperatives will be based on equity, cooperation, equality, solidarity, transparency, democracy and mutual help.
• A cooperative's social responsibility must always be aimed at compromising with the local community, helping the economic development and providing jobs.
• This company shall only pay the Employee-Owned Business Tax.

3.8.8 - Comanditarian Company (COC)

• Comanditarian companies are to be companies or businesses, previously of other types, of which the ownership of at least 51% of the shares and properties are now owned by the workers.
• All industrial partners must contribute to the company with their labor. Only collective partners, whose contributions are not through their labor, may be allowed.
• Collective partners are the only partners whose responsibility is unlimited, while industrial partners will only answer with their contribution.
• The partners shall enjoy the following rights within the company, these being: the right to participate in the distribution of company benefits and payments of liquidations and debt, the right to participate in the company's social decisions and management.
• This company shall only pay the Employee-Owned Business Tax.

3.8.9 - Irregular Company

• Any companies that, one year after initiation operations, still haven't fully implemented the regulations and rules of a type of company, and still acts as unregistered in the Mercantile Registry, will be marked as irregular.
• Irregular Companies cannot officially establish a Company Law , administrative organ or gather General Meetings.

3.9 - Contributions made by partners will always vary, and are to be classified as follows:

3.9.1 - Monetary contribution: A contribution made involving capital, using the national coin or, in cases of foreign trades, foreign coins.

3.9.2 - Non-Monetary contributions: An object distinct from money. In case that it's not an SA, there's no need to declare the value and nature of these contributions.

3.9.3 - Lended accesories: Obligations made between partners' agreements with an economic content. May be labor, visibility, or agreements of other natures that may grant a benefit to the company.

Title Four - Of the General Meetings

4.1 - The General Meetings are the means of which the partners will be able to meet, decide on actions and policies, and inform of the current state of the company. All partners must be present, either in person or through representatives, and decisions are to be made through majority vote.

4.2 - The General Meetings' main functions will be that of publishing or censoring the financial statements, aproving or censoring the company management, naming or ceasing administrators and modifying the Company Law.

4.3 - There can be three types of General Meetings:

4.3.1 - Ordinary meeting: It has to be done each 6 months, with the start of those 6 months having to be announced the location, time, date and matters to be discussed before the next meeting occurs.

4.3.2 - Extraordinary meeting: Can be done inside the six-month periods, and is not periodic. Only function is to modify the Company Law.

4.3.3 - Universal meeting: Can be done whenever all partners are meeting in one place. Fulfills the functions of an ordinary meeting.

4.4 - In order for an action to be done, voted on or discussed in the General Meeting, it must be included in the matters to be discussed, in which all motions and actions are to be included.

4.5 - Partners may be informed through any means agreed to by the Company Law.

4.6 - To start a General Meeting, the assisting partners must have at least 25% of all shares value.

4.7 - To agree to a decision, a simple majority must've voted in favour of the motion. In cases of deciding the imminent sale of shares in an SL, a set majority must've voted in favour of the motion, meaning the assisting partners must have at least 1/3 of all shares values, excluding blank votes, and a majority of them must've voted in favour.

Title Five - Of the Administrative Organ

5.1 - The Administrative Organ will be the one in charge of implementing all resolutions made by the General Meetings.

5.2 - The administrator can be set as any partner involved in a company, with the number of administrators being decided by the Company Law.

5.3 - The administrator shall be the one that must make sure all documents from the company in the Mercantile Registry are set and up-to-date. They will also be liable to all partners for resolutions, mismanagement or ommission of responsibilities that could've caused damages, and must compensate them through their contributions. If the administrator provides proof of voting against the resolution, not being present in the General Meeting where said resolution was aproved, or having tried all reasonable measures possible to avoid the damages, they will not be found liable.

5.4 - The administrator may be rewarded if the company wishes to, and includes it in the Company Law. Compensations may be from increased share of benefits from company revenue, obtaining part of new shares made, and such that does not include a payment from one partner or outside individual to the administrator as a means of compensating them.

5.5 - The administrator must implement all resolutions aproved by the General Meetings in the span of 3 months or less.

5.6 - The administrator may be replaced due to decision of the General Meetings, death or due to leaving the company.

5.7 - The administrator shall have a term limit of 6 years, but is allowed to be reelected as many times as possible.

5.8 - If there is two administrators, they may act solidarily, only needing the action of one of the two to function, or they may act as a joint administration, where both administrators are needed to work.

5.9 - If there is three or more administrators, then they shall become an administrative council, where any and all functions may be relegated to one or more members of the council.

5.10 - The administrator cannot be a partner in any other company from the same type of market unless aproved by a General Meeting.

5.11 - The administrator is not required to be a partner if specified by the Company Law.

A bill authored by MGA Antonio Recio Rufián, Leader of SHRIMP.