6.2 Every business has one owner

A business is an arrangement through which Persons act; it is not itself a Person. It cannot own property, make decisions, commit an offence, or bear responsibility. However large a business becomes, its property has one legal owner. That Person holds the full property right and has final authority over how the property is used, subject to the rights of others and the general law.

This prevents responsibility from being attributed to a corporation while the Persons behind it remain unnamed or avoid responsibility. A corporation cannot pollute the environment, deceive a customer, or decide to pursue a harmful policy. Persons perform those actions and make those decisions. When the conduct results from the way a business is owned and operated, the chain of authority leads to one identifiable Person: its legal owner. The owner cannot answer that the corporation was responsible, because VoTa does not recognise the corporation as a legal Person capable of bearing that responsibility.

The owner may employ directors, managers, and workers and may delegate authority to them, but delegation does not divide the property right. The owner remains responsible for choosing the purposes of the business, its organisation, its policies, and the Persons entrusted with authority. Each director, manager, or worker also remains responsible for that Person's own conduct. An organisation therefore cannot be used either to conceal the owner who has final authority or to excuse a Person who personally commits an offence.

Profit-share holders are investors, not owners. Their contractual rights to dividends do not give them authority over the business property and do not disperse the owner's responsibility. Trading profit shares changes who is entitled to payments, not who owns the business. If the owner wishes to surrender control, the owner may sell the property right to one new owner.

Perpetual business constitutions

The owner of any business may establish a binding constitution governing how the business will operate. The constitution may impose continuing requirements concerning its purpose, governance, use of property, financial rights, appointment of directors, or succession. It may be intended to operate perpetually rather than ending when the original owner dies or transfers ownership.

Because a business is not a Person, it does not impose obligations upon itself. The owner accepts the obligations and agrees that the complete property right may be transferred only to a successor who accepts the same constitution. Each successor becomes the single owner and the identifiable Person responsible for performing the obligations. In this way the constitution remains binding through a succession of owners without making the business an immortal legal Person.

This serves the same legitimate function as a constitution or articles of association under conventional company law: it gives a lasting structure to an enterprise. VoTa represents that structure directly as enforceable contracts accepted by identifiable Persons. Corporate personhood and shared ownership are not required for a business to bind its future operation to durable rules.

No special law for company directors

VoTa does not need special laws requiring directors to act in the interests of a company or its shareholders. There is no corporate Person whose interests must be inferred and no collection of shareholders who jointly own the business. The single owner decides what the director is required to do and may record those requirements in an employment or agency contract. It is for the owner to appoint, supervise, reward, and dismiss a director who will act as the owner intends.

The owner may appoint a director with instructions to expand the business, change its purpose, reduce its operations, or wind it down. Winding down a business is lawful even when it remains a going concern. Neither a director nor a profit-share holder has an independent right to require the owner to continue operating the business or to maximise its profits. Winding it down does not, however, extinguish the owner's existing contracts, debts, or other legal obligations.

If a director breaches that contract, ordinary contract law provides the remedy. If a director violates another Person's rights or commits an offence, the director is personally responsible under the ordinary law. There is no need for separate duties owed to an artificial company, special rules about acting in shareholders' interests, or a corporate veil that courts must pierce to identify the Persons responsible.

The same clarity removes the need for many other rules created to manage purportedly shared corporate ownership. There are no controlling and minority owners, shareholder votes, proxy contests, minority oppression claims, or derivative actions brought on behalf of an artificial Person. Financial rights are enforced as contracts, property rights are exercised by the single owner, and responsibility is borne by the Persons who act.