6.1 Only Persons bear legal responsibility

This is a philosophical position grounded in the Person as the locus of action and responsibility for those actions. Organisations act only through Persons.

• Businesses are not formalised as entities by the Constitution or the State.
• A voluntary contract may define a business as a contractual entity within a business arrangement.
• The contract may define its owners, impose requirements on it, and provide for financial obligations to transfer when ownership changes.
• Only a Person can bear responsibility for compliance with those requirements.
• Transfer of a financial obligation does not transfer responsibility for the conduct that caused it.
• Only a Person can commit an offence.
• A business, association, office, or other organisation is not a Person.
• Each Central Bank account is owned by exactly one Person.
• Acting through an organisation does not shield a Person from responsibility.
• A Person is not responsible merely because they own, belong to, or work for an organisation.
• Responsibility arises from the Person's actions or voluntarily accepted contracts.
• Delegation does not remove responsibility assigned to an account owner or other contracting Person.
• An unconstitutional State action may be invalidated without treating the State as a Person.

No shared ownership

Article VI: Laws, Section 2: Property rights states:

Every property right shall have exactly one owner. A purported property right shared by two or more Persons has no legal meaning and shall not be recognised or protected by the State.

A property right is the right to exclude others from using a resource. For a property right to exist, it must have a single owner. If one Person decides to exclude someone and another Person, claiming the same right, decides not to exclude them, both decisions cannot prevail. Without a single owner there is no property right to settle the conflicting claims.

Voting, arbitration, a casting vote, or any other decision procedure does not make ownership shared. It determines which decision prevails. A Person whose decision can be defeated does not possess the property right over that decision. A requirement for unanimity does not produce a decision when the Persons disagree; it gives each Person a veto and leaves the use of the property determined by a default rule.

Shared property rights are not recognised as having any legal meaning in VoTa. Each property right belongs to exactly one Person, so the authority to decide and the responsibility for the decision remain identifiable. Several Persons may hold different rights concerning the same property. A Person may have permission to use it, a contractual right to receive income from it, or authority delegated by its owner. Those rights do not make that Person a co-owner. A transfer replaces the owner; it does not add another owner.

Persons who attempt to create a shared property right risk the State not protecting any of their purported rights. Because the State does not recognise the property as having an owner, it does not recognise a property right for any of the participants to enforce.

Nor can property be owned by a company, association, or other collective. A collective has no will apart from the Persons who act for it. Describing the collective as the owner obscures who has authority and who bears responsibility. VoTa instead requires ownership and related contractual rights to be assigned to identifiable Persons. Consistently with this principle, every Central Bank account has exactly one owner.

Profit shares replace equity shares

VoTa does not abolish shares or the share market. It recognises a share as a transferable contractual right to receive an agreed portion of the profits of a business, rather than as an ownership interest in a company. A business owner can sell profit shares to raise capital while remaining the single owner of the property used by the business.

Profit shares preserve the economic purposes served by equity shares. Investors may buy them to receive profit distributions, conventionally called dividends. They may also buy them in the expectation that the shares will increase in value. When a business is expected to earn greater profits, the anticipated stream of dividends is more valuable and investors may pay more for the corresponding profit shares. An investor can realise that increase in value by selling the shares on the share market.

This simplifies and clarifies the legal relationships without preventing companies from raising investment or investors from earning returns. The business owner owns the property, makes decisions about its use, and bears the associated responsibility. Each investor owns a defined financial right. Trading a profit share changes the Person entitled to the associated payments; it does not transfer or divide ownership of the business. If the owner wishes to give up control, the owner may instead sell the property right to a single new owner.

A profit-share agreement must define the profits to which it applies, the proportion payable, its duration, its transferability, and what happens when ownership of the business property changes. Standardised profit shares can be listed and traded on exchanges in the same way as equity shares. Companies therefore retain access to a share market, but that market trades financial rights rather than purported fractions of a shared property right.

Related ideas

• Methodological individualism explains collective activity through the actions of individual Persons.
• The Nuremberg principle states that crimes against international law are committed by human beings, not abstract entities.
• Individualist criticism of collective responsibility rejects guilt based only on membership of a group.
• The nexus-of-contracts theory treats a corporation as a set of contracts among Persons rather than as a natural Person.
• United States v. Wise recognises that acting through a corporation does not necessarily shield a Person from responsibility for their conduct.

Modern legal systems generally take the opposite practical route: they create corporate persons and impose civil or criminal entity liability. Corporate personhood is explicitly recognised as a legal fiction used so corporations can sue and be sued.

TODO

Review these areas of the Constitution:

• The Definitions Article defines a Producer as an organisational entity. Restrict Producer to a description of economic activity, not a bearer of rights or responsibility.
• The Citizenship Article requires domestic businesses and Producers to be compliant with CBPS rules. State the required compliance in terms of their Central Bank accounts and account owners.
• The Public Services Article defines each service by a contract with a private operator. Require the contract to identify the Persons responsible for its obligations.
• The definition of Public Service Contract assigns obligations to a public service without identifying the Persons responsible for them.
• The Judiciary Article assigns applications, responsibility, rulings, and interpretive authority to judicial services. Distinguish service outputs from responsibility borne by Persons.
• The Central Bank Account Holders Article permits delegated account authority. Distinguish the owner's contractual responsibility from the delegate's responsibility for their own conduct.
• Clauses imposing requirements on the State, Central Bank, Tax Office, Portals, and public services must distinguish invalid institutional action from responsibility borne by the Persons who performed it.