Transcript

Free incorporation is a state law that allows basically anyone to charter or form a corporation in that state automatically, without further permission from the state legislature. And the best way to understand this is in contrast to what came before. It used to be that you had to petition the legislature, meaning all the Congress people and get them to vote, that you should get the rights to start a corporation, to charter a corporation. Of course, this was hard to do and required being politically connected. The concept of free incorporation took the legislature out of that process. And if you simply filed the paperwork correctly and paid the fee, you would get a corporation, you would get permission from the state to form a corporation. And the result was a huge increase in the number of corporations that could be formed. It was much cheaper and it allowed people who otherwise wouldn't have been invited into this political system to become entrepreneurs and start businesses. And this free incorporation was a state law. So corporations are creatures of state law. There's not such a thing as a federal corporation. And at least for now, the federal government has stayed out of the corporate game for the most part. So the different states could compete with each other to offer the best corporate laws. There was an early competition between New Jersey and Delaware. Delaware apparently won out as most corporations, large ones, at least incorporate in Delaware today. So these states could actually offer the best, or some people would say the worst, anyway, the ultimate set of rules. There's a concept called race to the top, race to the bottom. And there's certainly academic discourse about whether state-based free incorporation leads to the good or to the bad. But we do have a system now where any state can form a law that says you can create a business here. And if you comply with those minimum standards, which are very light, you can form a business. And that's the reason we have millions and millions of corporations in America today.

Related Content