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DecayWTF
@DecayWTF

Since it's one of the things people keep bringing up: American corporate law has no good options for cooperatives. There is no defined corporate model for such, with the result that 100% of small formal cooperatives are organized as one of three types of corporations: An LLC (limited liability corporation), an s-corp or a 501 non-profit. There are no other useful options; larger co-operatives are typically stuck as a c-corp, which is simply a traditional corporation, which can create a lot of difficulty for the co-op in terms of how legal ownership applies and how the co-op is protected from malicious members, but has somewhat less risk exposure in that sense than a large LLC.

An LLC and an s-corp are both "passthrough" entities - tax and ownership convey directly to the members or "shareholders" - so they don't create a completely independent entity like a c-corp. This is really important in terms of governance and allows the worker-owners to be 1-1 legal owners as well.

501s, non-profits, are strictly constrained in the type of operations they can pursue and the corporate structuring, such that it is extremely hard for a cooperative to be organized as a 501 and still have the worker-owners also be legal owners. It's a hard row to hoe and if your main operations are products or business services (in the broad sense) it's basically not feasible to organize as a 501.

Capitalism is rigged and it's rigged in small and large ways, and one of those ways is specifically preventing businesses from organizing on a democratic or co-operative model.


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in reply to @DecayWTF's post:

This is actually something I ran into very early in my attempts to start a worker co-op cafe. I figured it was because I was just too ill informed to wrap my head around corporate law, but no, it's just that the game is rigged.