The United States of America is a “Corporation” - DEBUNKED
Cynthia F. Hodges, JD, LLM, MA
The false claim that the United States of America is a “corporation” has been spread far and wide on the Internet. In reality, the USA is a constitutional republic. This article sets out to debunk the disinformation, the purpose of which may be to 1) discredit people who repeat it, 2) denigrate the Republic, and/or 3) divide the “Truth Community.”
A constitutional republic is a representative form of government. Its main attributes are 1) there is a constitution that limits the government’s power, and 2) the citizens elect government officials. Both of these are true for the USA. Furthermore, Article IV, Section 4 establishes a republic: “The United States shall guarantee to every State in this Union a Republican Form of Government,…” (US Const. Art. IV, sect. 4). In addition, the Pledge of Allegiance, which was codified by 4 U.S. Code § 4, refers to the USA as a republic: “I pledge allegiance to the flag of the United States of America, and to the Republic, for which it stands, one nation under God, indivisible, with liberty and justice for all.”
Unlike a republic, a corporation is a legal entity formed under state law to conduct business (the advantage is that it affords limited liability to the owners). One aspect that sets a corporation apart from a country is its capacity to be sued, whereas the USA enjoys sovereign immunity. The US federal government may not be sued without its consent (the Federal Tort Claims Act has granted permission in some cases). If the USA were a corporation, it would not have sovereign immunity and could be sued. In addition, corporations are not set up as representative governments with a constitution that limits their power.
Some point to companies registered under names such as “United States Corporation Company” and “United States Inc.” as proof that the USA (country) is a corporation. However, companies may usually choose any name they like (with exceptions) as long as the name is not already taken. They have nothing to do with the country of the USA.
There is also caselaw that refutes the claim that USA is a corporation. In UNITED STATES v. COOPER CORPORATION, 312 US 600, 607 (1941), the Supreme Court wrote in dicta: “We may say in passing that the argument that the United States may be treated as a corporation organized under its own laws, that is, under the Constitution as the fundamental law, seems so strained as not to merit serious consideration.”
Another source of confusion is the District of Columbia Organic Act of 1871, which was repealed in 1874 (thus rendering it moot). This Act established a single government for the District of Columbia. Washington, DC. Article I, Section 8, Clause 17 of the Constitution states: “The Congress shall have Power To…exercise exclusive Legislation in all Cases whatsoever, over such District (not exceeding ten Miles square) as may, by Cession of particular States, and the Acceptance of Congress, become the Seat of the Government of the United States.”)
Some claim that this Organic Act created a new Constitution for the United States by inserting wording for “THE CONSTITUTION OF THE UNITED STATES OF AMERICA” that somehow replaced the original Constitution. This is a fallacy. A secondary Constitution has never been ratified by the states and, thus, would have no effect. In addition, Article VI states that the Constitution - the one actually ratified by the states (see Article VII) - is the “supreme law of the land”: “This Constitution, and the Laws of the United States which shall be made in Pursuance thereof; and all Treaties made, or which shall be made, under the Authority of the United States, shall be the supreme Law of the Land; and the Judges in every State shall be bound thereby, any Thing in the Constitution or Laws of any State to the Contrary notwithstanding.”
The Constitution cannot be changed by an act of Congress or by treaty (which becomes federal law when ratified). It may only be changed via amendment or by way of a constitutional convention: Article V states: “The Congress, whenever two thirds of both Houses shall deem it necessary, shall propose Amendments to this Constitution, or, on the Application of the Legislatures of two thirds of the several States, shall call a Convention for proposing Amendments, which, in either Case, shall be valid to all Intents and Purposes, as Part of this Constitution, when ratified by the Legislatures of three fourths of the several States, or by Conventions in three fourths thereof, as the one or the other Mode of Ratification may be proposed by the Congress.” The Supreme Court held in Marbury v. Madison, 5 US 137 (1803) that the Constitution is the supreme law of the land and “that a law repugnant to the constitution is void…” Therefore, any law that purports to change the Constitution has no effect.
Another common misperception stems from the Definitions section of 28 U.S. Code § 3002. The text reads:
As used in this chapter:
(15) “United States” means—
A. a Federal corporation;
The first thing to note is that the definition is limited to that particular chapter (“as used in this chapter”) and does NOT extend beyond it. What this definition means is that the term, ”United States,” may refer to a federal corporation (for ex., the Postal Service), and not that the USA is itself a corporation.
In conclusion, the US Constitution, federal law, and caselaw establish that the USA is a republic and not a corporation. The USA does not have the features of a corporation, such as the capacity to be sued. Instead, it enjoys sovereign immunity.
Berenson, Tessa. “Here’s Why Washington D.C. Isn't a State.” TIME. N.p., 15 Apr. 2016. Web. 14 Jan. 2021. <https://time.com/4296175/washington-dc-statehood-history/>.
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“Sovereign immunity.” Cornell Law School. N.p., n.d. Web. 14 Jan. 2021. <https://www.law.cornell.edu/wex/Sovereign_immunity>.
“Text of the District of Columbia Organic Act of 1871.” The Daily Render. N.p., 30 Jan. 2009. Web. 14 Jan. 2021. <https://www.nikolasschiller.com/blog/index.php/archives/2009/01/30/2215>.
Cynthia F. Hodges, JD LLM MA
Attorney at Law (WA State)
Author: Auriga Books, LLC
Juris Doctor: South Texas College of Law (Houston, TX)
LLM (Environmental Law): Lewis and Clark Law School (Portland, OR)
Masters of Arts (Germanic Studies): The University of Texas at Austin