I.     Introduction.

          A.     Purpose and Scope.

                1.     The Need for an Alternative Economic System. An alternative economic system is essential because capitalism^[1][1] concentrates wealth and power in the hands of a few, exploits labor by paying low wages and offering minimal social benefits, and overexploits natural resources. The new system must be capable of competing in both national and global markets, while spreading wealth throughout communities, raising living standards, curbing excessive capital accumulation, and promoting innovation, efficiency, and economic growth—all without sparking economic upheaval or revolution. Commons Capitalism^[2], driven by its innovative engine—the Commons Capitalism Entity^[3] (CCE)—is proposed as the optimal solution for these challenges.

               2.     Defining Commons Capitalism. Commons Capitalism is best described as a viable hybrid economic system that defies the traditional labels of both capitalism and socialism^[4]. It combines the profit-making and competitive mechanisms of capitalism with a model in which net profits are managed as a common pool resource. This design enables the equitable distribution of business wealth among past, present, and future workers, enriches communities through tiered redistribution, and effectively reduces the concentration of wealth among the economic elite. ^[2]

               3.     The Commons Capitalism Entity (CCE). A Commons Capitalism Entity (CCE) consists of a dual-structured organization: on one hand, a nonprofit "commons corporation" that has no shareholders, members, or any other stakeholders; on the other, a wholly owned for-profit subsidiary (structured as a corporation or limited liability company^[5]). A single commons corporation may oversee more than one subsidiary. In this arrangement, the CCE retains title to the means of production^[6], ^[3] and the earned surplus—or net profits—is held in the “commons” to be distributed among past, present, and future workers.

               4.     Commons Capitalism Versus Socialism. Although Commons Capitalism may produce outcomes reminiscent of socialism, such as spreading wealth throughout communities and reducing individual wealth concentration, it is fundamentally different. Socialism typically involves social ownership^[4] of the means of production as opposed to private ownership,^[5],[6],[7], whereas in Commons Capitalism, each CCE privately owns the means of production. No CCE is directly or indirectly owned by the public, community, collective, cooperative, or even by its employees—this design ensures there are no stakeholders or other potentially vested entities influencing the system.

               5.     A Tripartite Framework for Societal Well-Being. Commons Capitalism forms one pillar of a three-part framework aimed at nurturing societal well-being.[8] It stimulates private sector initiatives by providing premium wages, profit sharing, and Nordic-style social benefits to workers, who then circulate this wealth within their communities. The other two pillars are robust government services (including social welfare, universal health insurance, state ownership, and taxation) and the efforts of Non-Governmental Organizations (NGOs). Importantly, Commons Capitalism operates without requiring any special governmental intervention—such as tax exemptions or public ownership of property—and it is not a charitable organization; it is designed specifically to benefit the private class of workers.

          B.     Objective of This Research.

               1.     Unveiling Commons Capitalism. Commons Capitalism is a transformative economic system that builds on traditional laws, customs, and economic principles to compete in today’s dynamic global marketplace—both nationally and globally—with the goal of ultimately outcompeting and replacing much of conventional capitalism. Although the concept is entirely new, it can be challenging to grasp given that our society has viewed the economy through a capitalistic lens for the past 350 years. Some dismiss the innovative Commons Capitalism Entity as merely a workers’ cooperative, while others compare it unfavorably to a perpetual motion machine. However, understanding Commons Capitalism—and its engine, the Commons Capitalism Entity—may be best approached like appreciating a complex piece of literature. As Vladimir Nabokov famously noted, “you can’t read it; you can only reread it.” In other words, revisit this research repeatedly to fully grasp and appreciate the nuanced ideas it presents.

II.     Organic Structural Requirements of CCEs.

          A.     Initial Considerations.

 Before determining the structure and the consequent operational mechanics of a CCE certain organic requirements are necessary for a CCE to be viable. If a CCE cannot achieve any of those requirements, the CCE’s success as an economic going concern and accomplishing its chartered purposes are greatly diminished. Those requirements are as follows:

1.     Separate business organizations must be formed for the commons corporation and each subsidiary entity of a CCE.

2.     The commons corporation must have no shareholders, members, or stakeholders.

3.      All officers and directors must be restrained from alienating personnel (e.g., hire, fire, or promote) and property (e.g., buy, sell or lease).

4.     The state of incorporation for the commons corporation must allow for the most dynamic management system possible which includes:

a.     Delegating the functions of the board of directors,

b.     Using designators to appoint directors,

c.     Prescribing the qualifications for the directors, and

d.     Allowing any director of the commons corporation to bring a derivative suit against the corporation and other directors.

5.     The commons corporation must be able to organize in a choice of multiple jurisdictions. Each subsidiary entity must operate independently of all other subsidiary entities.

6.     Both the commons corporation and the subsidiary entity must be able to operate in all foreign (state) jurisdictions.

          B.     Addressing the Organic Requirements.

          1.     Separate Business Organizations. The subsidiary entity’s primary directive is to generate a reasonable profit—this goal must remain free from any interference by the commons corporation’s broader mission. In this framework, the commons corporation and the subsidiary operate with distinct priorities: the subsidiary emphasizes equity and profit generation, while the commons corporation focuses on fulfilling its mission. As a result, the subsidiary is organized as a wholly owned corporation or a limited liability company, with its own officers and an independent board of directors. This structure ensures that the subsidiary can pursue its profit-making mandate without being hindered by the goals of the commons corporation.[9][10]

          2.     No Shareholders, Members, or Other Stakeholders. For existential reasons, a commons corporation must operate without any form of stakeholders. This means that all net profits distributed from the subsidiary are reinvested back into the corporation’s mission rather than being used to pay dividends. By eliminating shareholders, the organization avoids pressures for dividend distribution and prevents employees from claiming any immediate beneficial interest in net profits. This approach sidesteps complex legal issues related to ownership rights, profit-sharing, and shareholder derivative suits.[11] It also empowers the corporation to allocate funds for retirement, disability benefits, or future acquisitions at its own discretion. Table 1, Column B., lists the states (including the District of Columbia) that allow nonprofit corporate organizations to function without a requirement for members or shareholders; any variations are footnoted, and states that mandate membership are disqualified as organizational venues for commons corporations.

          3.     Restraints on Alienation of Personnel and Property. To safeguard the interests of the CCE, it is essential to restrict the unchecked authority of its officers, directors, and subsidiary managers to alienate personnel and property. Unilateral powers—such as the ability to hire, fire, promote staff, or to buy, sell, or lease property—can lead to mismanagement and steer the organization away from its core mission. Notable instances, like the fraudulent and financial misconduct[12] observed in organizations such as the National Rifle Association of America under Wayne LaPierre,[13] demonstrate the risks of concentrated decision-making. In contrast, by embedding a workers’ committee veto into the governance framework and mandating independent and worker appointed directors, decisions that impact both human and material assets are subject to independent oversight and accountability. This measure not only reinforces ethical and sustainable management practices but also aligns seamlessly with the foundational purpose and distinctive financial structure of commons capitalism.

          4.     Dynamic Management System. Many states have adopted portions or the entirety of the Model Nonprofit Corporations Act (MCNA)[14]—a model set of statutes proposed to guide the governance of nonprofit corporations by state legislators. Currently, thirty-seven of the fifty states have implemented some version of the MCNA. In particular, progressive state legislatures that have adopted the MCNA provisions regarding the duties of the board of directors—such as those outlined in Arizona Revised Statute § 10-3801[15]—enable a more dynamic management system. The jurisdictions highlighted in Table 1 (green section, jurisdictions 1-21) predominantly reflect these enactments, illustrating the effective application of the MCNA.

                a.     Delegating Functions of the Board of Directors. The commons corporation is required to divide its net profits among five distinct divisions, with each division managed by an independent director, as detailed below. To preserve the independence of each division’s administration, neither the independent director nor the division’s personnel and assets will fall under the direct control of the executive director. This design is intended to prevent any undue concentration of power or accumulation of assets by the executive director for personal gain. Furthermore, if state statutes permit, the corporation—under the authority of its charter—may assign specific board functions to individual directors, thereby eliminating the need for the board to exercise comprehensive oversight over every division. In addition, the corporate charter and bylaws can be formulated to protect each division’s director from interference by the executive director. States that authorize this kind of delegation for nonprofit corporate organizations are identified in the green section of Column C in Table 1.

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[1] "Capitalism," Wikipedia Foundation, Inc., edited 26 March 2025

[2] “Commons Capitalism,” Jonathan D. Cope, 26 March 2025,

[3] "Socialism," Wikipedia Foundation, Inc., edited 24 March 2025

[4] "Social Ownership," Wikipedia Foundation, Inc., edited 23 March 2025,

[5] Horvat, Branko (2000). "Social ownership".

[6] Arnold, N. Scott (1994). The Philosophy and Economics of Market Socialism: A Critical Study. Oxford University Press.

[7] Hastings, Adrian; Mason, Alistair; Pyper, Hugh (2000). The Oxford Companion to Christian Thought. Oxford University Press. p. 677.

[8] For further reading on societal wellbeing see

[9] Broughel, James. “The Paradox of Profit: The Difference Between For-Profit and Non-Profit Organizations.” The Liberty Fund, Inc.. 23 November 2023.

[10] Alternate URL for: Broughel, James. “The Paradox of Profit: The Difference Between For-Profit and Non-Profit Organizations.” The Liberty Fund, Inc.. 23 November 2023.

[11] "shareholder derivative suit," Cornell University. Accessed 30 March 2025.

[12] Mann, Brian; Bowman, Emma. 23 February 2024. "Jury finds NRA, Wayne LaPierre liable in civil corruption case," NPR.

[13] "Wayne LaPierre," Wikipedia, Foundation, Inc., edited 14 March 2025.

[14] "Model Nonprofit Corporation^[7] Act," Wikipedia Foundation, Inc., edited 18 November 2024,

[15] "10-3801. Requirement for and duties of board," Arizona Legislature, 31 March 2025,