Freezing the Company Charter

Posted: 7 Apr 2001


When legislatures alter corporate, partnership, and other business entity statutes, they simultaneously amend the governing document of all entities of that type formed within the jurisdiction. In many circumstances, however, some firms may wish to retain existing rules for internal governance. This article offers a novel tool for firms wishing to so manage their own legal transitions: the "charter freeze." A freeze provision declares that future (non-mandatory) changes in the relevant statute have no effect on the firm. Owners may affirmatively adopt the new rules, but choose to exercise complete control over their adoption vel non of legal innovation. This article argues that current law permits firms to adopt charter freezes, and demonstrates those situations in which freezes are socially desirable.

Keywords: corporations, articles of incorporation, charter, amending charter, amending articles, freeze, immutable rules, enabling, enabling rules, off-the-rack

JEL Classification: K22, L21

Suggested Citation

Kades, Eric A., Freezing the Company Charter. North Carolina Law Review, Vol. 79, No. 1, December 2000, Available at SSRN:

Eric A. Kades (Contact Author)

William & Mary Law School ( email )

South Henry Street
P.O. Box 8795
Williamsburg, VA 23187-8795
United States
757-221-3828 (Phone)

Do you have a job opening that you would like to promote on SSRN?

Paper statistics

Abstract Views
PlumX Metrics