Names the law under which this Constitution is read and the Entity's internal affairs are decided. The base constitution carries only the slot; adopting this clause is the act that attaches the Entity to a legal system.
Governing Law
Names the law under which this Constitution is read and the Entity's internal affairs are decided. The base constitution carries only the slot; adopting this clause is the act that attaches the Entity to a legal system.
- Clause id:
governing-law@1.0.0
- Activated by the
governing-law module
- Composes after:
## Article III - Powers (a document package may override this through its anchors map)
- Placeholders:
jurisdiction, lawName
Item numbers in this clause are canonical: they open at 1.1 under the
clause's own heading and never assume a host document's numbering. A
consumer composing the clause renumbers it to continue the target
document.
Source: Entity.ID drafting; the structure follows the preamble of a Delaware certificate, which recites the law it is filed under
Licence: Apache-2.0
Legal review: 1.3 is the clause that makes the base jurisdiction-free: it states plainly what is true before any jurisdiction is chosen. New drafting, counsel review pending.
Do not hand-edit this directory. It is generated:
node scripts/import-entity-templates.mjs [path-to-model-factory]
Governing Law
1.1 This Constitution, and the internal affairs of the Entity, are governed by the law of the State of Delaware, United States, and in particular by the Delaware General Corporation Law.
1.2 Where a term of this Constitution conflicts with that law, the term yields as to that law only and remains in force among the constituents.
1.3 Until this clause is adopted, no law of any jurisdiction is incorporated into this Constitution, and the Entity exists on the register alone.
Governing Law
----
**1.1** This Constitution, and the internal affairs of the Entity, are governed by the law of the State of Delaware, United States, and in particular by the Delaware General Corporation Law.
**1.2** Where a term of this Constitution conflicts with that law, the term yields as to that law only and remains in force among the constituents.
**1.3** Until this clause is adopted, no law of any jurisdiction is incorporated into this Constitution, and the Entity exists on the register alone.
## Governing Law
**1.1** This Constitution, and the internal affairs of the Entity, are governed by the law of {{jurisdiction}}, and in particular by {{lawName}}.
**1.2** Where a term of this Constitution conflicts with that law, the term yields as to that law only and remains in force among the constituents.
**1.3** Until this clause is adopted, no law of any jurisdiction is incorporated into this Constitution, and the Entity exists on the register alone.
{
"$class": "id.entity.render.clause.governingLaw@1.0.0.GoverningLawClauseRender",
"jurisdiction": "the State of Delaware, United States",
"lawName": "the Delaware General Corporation Law"
}
/*
* Render model fragment for governing-law@1.0.0.
*
* NOT a canonical data model. It carries exactly the placeholders the
* TemplateMark body uses, so the clause renders independently of any
* document package.
*
* provenance:
* source: id.entity.core (projection)
* licence: Apache-2.0
*/
namespace id.entity.render.clause.governingLaw@1.0.0
import org.accordproject.runtime@0.2.0.{Request,Response} from https://models.accordproject.org/accordproject/runtime@0.2.0.cto
@template
concept GoverningLawClauseRender {
o String jurisdiction
o String lawName
}