Companies Act of 2025 (Makko Oko)

Companies Act of 2025
Citation	2025 c. XX
Enacted by	4th Session of the Law Council
Date enacted	May 19th, 2025
Date effective	May 19th, 2025
Status: Current legislation

The Companies Act of 2025 (c. XX) is an Act of Council of the 4th Session which was ratified on May 19th, 2025 by Emperor Conall Solis. The act sought to not only reform but officially establish company law for the first time since the 1970s. It setup dozens of requirements for different types of companies, with one of the most questionable and hated provisions being the one on ultra vires, which is that it prohibited it completely for all companies and mandated the establishment of "the specific capacities that they can operate under".

Full Text

SECTION I - COMPANIES REGULATOR

ARTICLE I - The Industry & Securities Oversight Commission (ISOC) under the Ministry of Labor shall have the exclusive authority to regulate private and public companies as stipulated under this statute and others and to promulgate regulations on companies therefore.

ARTICLE II - The ISOC shall maintain a permanent list of companies, both dissolved and current, and provide for public access to ISOC filing documents such as articles of incorporation.

ARTICLE III - The ISOC shall be the exclusive body charged with managing company statuses, including terminating a company's licenses and operations, suspending them and reactivating them or approving them.

SECTION II - PRIVATE COMPANIES

ARTICLE IV - A company shall be considered private if it is not trading on any stock market and it is under private ownership.

ARTICLE V - Private companies shall appoint and maintain a company secretary to ensure legal and regulatory compliance.

ARTICLE VI - For any resolution by a shareholder of a private company done outside of a general meeting, the passing requirement is a simple majority of the eligible shares for ordinary resolutions, or 75% for special resolutions.

ARTICLE VII - Legal documents, including deeds, may such be executed by a private company with the signature of one listed director and an impartial witness.

ARTICLE VIII - No private company shall call a meeting at short notice unless a minimum of 3 days notice is provided and the unanimous approval of the board of directors exists.

ARTICLE IX - Private companies shall be able to provide financial assistance for the purposes of entities or persons outside the company obtaining shares of said company without statutory restriction. This ability may be limited by regulatory restriction at the ISOC's discretion.

SECTION III - GENERAL PROVISIONS

ARTICLE X - All companies shall be required to have an established authorized amount of authorized share capital. No shares shall be in any currency not belonging to the empire unless that company has its main operations outside the nation.

ARTICLE XI - All companies shall be required to stipulate in their articles of association the specific capacities that they can operate under. Ultra vires shall not be permitted in corporate law.

ARTICLE XII - Non-cash assets may such be transferred from a company to one of its shareholders should it not be for a bribe, insider information, blackmail, and should the ISOC upon written request grant such a transfer. Any transfer made without ISOC approval shall heretofore be null and void, with potential criminal charges.

ARTICLE XIII - An internal auditor for a company may have decreased liability for claims of negligence if it is found that they are assisting in any related investigations, were not fully involved or reported it before the claim was made.

ARTICLE XIV - Cash shall not be transferred from a company to one of its shareholders unless it was for a buyout, merger or any deal such supervised and approved by the ISOC.

ARTICLE XV - All companies shall file their accounts on a yearly basis, no longer than 3 months following the lapse of the previous fiscal year.

ARTICLE XVI - In the takeover of any company, all boards of directors related to the takeover (the target and the company taking it over) must be neutral in the bidding process.

SECTION IV - PUBLIC COMPANIES

ARTICLE XVII - A company shall be considered public if it is trading on any stock market or if any persons can purchase stock in said company.

ARTICLE XVIII - All public companies shall disclose after the closure of a shareholders or general meeting how each shareholder voted should one or more votes have occurred during said meeting. The disclosure shall be public and on the company's website.

ARTICLE XIX - No public company shall receive a donation from any politician or government official, nor shall any government official be authorized to become a shareholder in a public company without the express written consent of the Minister of Labor.

ARTICLE XX - Public companies shall be able to make political donations with the unanimous approval of the shareholders and with approval of the ISOC.

ARTICLE XXI - Any shareholder in a public company with whom has less than 2% of the total votes in the pool shall have the right to call for independent inquiry of any vote held, and the results of any such inquiry shall be made public at the shareholder or government's request.

ARTICLE XXII - All public companies shall be required to grant proxy voting rights to all shareholders, allowing them to have somebody else be them and vote as them as they see fit. A proxy shareholder shall vote according to the will of the shareholder they are proxying, any vote not following this will, shall be null and void.

ARTICLE XXIII - Any shareholder of a public company must legally disclose their transactions of buying and selling stocks whenever it exceeds, falls below or reaches the threshold of 1% of the total amount of voting rights issued to the ISOC and to the issuer in question, the public company.

ARTICLE XXIV - Should a takeover occur, it shall be mandatory for a bid to be placed on everyone's shares and that the bid is equitable.

ARTICLE XXV - Employees of any public company shall be guaranteed the authority to vote on any matters concerning their employment or quality of life, including but not limited to, dismissals, accommodations, benefits, etc.

SECTION V - NON-PROFIT COMPANIES

ARTICLE XXVI - A public company may such apply to become a non-profit company should they have in their articles of association a mandate to not use any of the profits except for payroll, authorized activities or approved activities by the ISOC.

ARTICLE XXVII - Non-profit companies can apply for tax-exempt status from Property Tax and Company Tax with the TCEEA as long as the non-profit publicly discloses spending and bank transactions once a year to the public.

ARTICLE XXVIII - Non-profit companies shall be able to take in donations and other charitable goods untaxed should they be granted tax-exempt status with the TCEEA.

SECTION VI - GENERAL PROVISIONS

ARTICLE XXIX - The ISOC shall be able to regulate and penalize companies as deemed fit and as authorized by statute.