Spolu 11: The Spolu Articles

When I set up my first business in 1985, I paid my lawyer $600 to incorporate that business. When I got this corporation, I was able to open up a bank account in that corporation’s name. I put my seed money into that account. From there, my new corporation could buy assets, hire employees, and legally engage in many business activities. I sold shares to other investors. In the eyes of the government and legal system, my corporation was a “corporate citizen,” with rights and obligations.

When I got this corporation, it came with its own rulebook about the internal governance of the corporation. I did not read this 100-page rulebook. Nor did I read the “minute book” that my lawyer made for me.

If I were the only shareholder, all that documentation is not that important. But if there are other shareholders, the rulebook spells out the rights of all the shareholders. If the shareholders have a dispute which ends up in civil court, the judge will look at this rulebook and the evidence to make the decision. This rulebook (the articles) is automatically given to all new corporations who incorporate in a political jurisdiction. The rulebook has decades of corporate legal experience written into its text.

And I did have a dispute with some of my shareholders. That’s when I read the rulebook. It did help provide a resolution because it protected the…