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by Gormo
99 days ago
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It's funny that the EU pretends not to be a sovereign entity or a state in its own right, but then sets up legal frameworks like this. Even in the US, you can't set up a corporation at the federal level: apart from a handful of entities chartered via special acts of Congress, a business entity must exist under the laws of a particular state. |
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This is only because the drafters of the US constitution didn’t think to list corporations law as an enumerated power of Congress - I don’t think they omitted it out of an ideological conviction, simply because nobody thought of it at the time. That said, given SCOTUS’ expansive reading of the interstate commerce clause, there’s a decent chance SCOTUS would let them get away with a federal corporations law, but they’ve never had the political will to attempt a general federal incorporation law
The drafters of the Australian constitution did list corporations law as a power of the federal government-but they were working over a century later, and they studied the US system intently to try to identify what worked and what mistakes to avoid. However, it took until 1989 for a federal corporations law to be enacted, and then the High Court ruled in 1990 that the new federal corporations law was unconstitutional, because the corporations power in the constitution only authorised federal regulation of existing domestic corporations, not the act of incorporating them - however, this was fixed by a federal-state agreement voluntarily ceding corporations law power to the Commonwealth (this is another innovation the Australian constitution has compared to the US - the ability of the federal level to gain new enumerated powers without constitutional amendment, by the states voluntarily agreeing to cede them)