Commons Capitalism Entities as a Market Institution: Surplus Stewardship Without Shareholders

This discussion draft introduces the Commons Capitalism Entity (CCE) as an institutional form designed to operate in ordinary competitive markets while preventing private capture of residual surplus. A CCE consists of a nonprofit “commons corporation” parent and one or more wholly owned, market-facing subsidiaries. Subsidiaries pursue profit and compete conventionally, but net surplus is retained and stewarded by the commons corporation for defined internal purposes rather than distributed to shareholders, investors, or managers. The core economic claim is that eliminating private residual claimants changes the intertemporal allocation problem: retained surplus can be committed to a structured set of internal funds that support (i) reinvestment and acquisition, (ii) higher compensation and Nordic-like social benefits, (iii) education and skill formation, and (iv) reserves, while preserving competitiveness and operational discipline at the subsidiary level. The draft frames the CCE as a governance and commitment technology, outlines a set of testable implications, and identifies failure modes and open research questions suitable for economists working in industrial organization, corporate finance, labor economics, institutional economics, and organizational economics.