Created by Andrea Yang
Trade and art have been interlinked since the beginnings of artistic creation.[1] Throughout history, one of the core tensions in the world of creativity has been between the creation of artistic work and economics of survival.[2] With the advent of the internet and social media, democratization in access to the arts has demolished many of the classic gatekeepers that have historically prevented artists from creating and sharing their work. However, artists, musicians, and writers still face significant barriers in obtaining and retaining capital to support their livelihoods, frequently turning to alternate professions to sustain their work.[3]
In 2025 TedTalk, one of the co-founders of Kickstarter, Yancey Strickler, proposed a potential solution to the artist-economic quandary: a new corporate structure, the Artist Corporation (“A Corp”).[4] Essentially, the A Corp is a streamlined Limited Liability Corporation (“LLC”) created specifically to benefit artists by providing them access to capital to fund their artistic endeavors, be that music, writing, visual or fine art.[5] Bill 26-133, introduced in Colorado, aims to codify the A Corp and provide support to artists through intellectual property and artistic ownership protections.[6] While Bill 26-133 has the potential to provide artists with significant benefits, the ultimate success of this legislation depends on how the A Corp structure, its definitions, and ownership governance function in actual practice.
Currently, most arts organizations utilize the 501(c)(3) structure, traditionally known as not-for-profit or non-profit organizations, which does not allow earnings to go to private shareholders or individuals, meaning individuals and entities cannot hold stake in a 501(c)(3) organization.[7] Therefore, individuals who wish to support a 501(c)(3) arts organization can only do so via donation or purchasing the good or service that the organization provides. The other commonly used structure for artists, the LLC, can allow for an equity shareholder stake and provides for pass-through taxation.[8] With the A Corp, individuals could obtain ownership stake in an artist’s business or arts organization. Additionally, with the A Corp’s default rules, artists would not need to contract around the existing LLC structure to obtain additional intellectual property and artistic ownership protections. So far, Bill 26-133 has garnered positive support, and the architects behind Artist Corporations have plans to continue to push for additional benefits, such as affordable health insurance.[9] While Bill 26-133 appears to create a genuine benefit for artists, its existing definitions and stipulations could leave artists vulnerable to exploitation.[10]
Under Bill 26-133, the current definition of “‘Artist’ means an individual who creates any work of authorship or artistic expression comprising written, oral, visual, graphic, literary, musical, audiovisual, digital, or performing art in any medium, including painting, printing, drawing, sculpture, craft, photography, music, writing, film, performance, interactive media, or digital content.”[11] This definition of “artists” was drafted with the intention of being broad.[12] However, the breadth of this definition could negatively impact artists. The use of “individual” prevents large organizations, such as publishing or production companies, from falling under the definition of “artist,” but there may still be ways to subvert the intention to keep A Corp companies majority artist-owned.[13] For example, an individual donor might agree to contribute a certain amount of capital in exchange for ownership stake and take advantage of the broad definition of “artist” in order to surpass the ownership requirement by arguing that something as simple as a picture they take on their phone falls within the definition of “any work of authorship or artistic expression.”[14] Individual investors who view A Corps as more profitable may also attempt to circumvent the 51% requirement by claiming to be artists without the intention of executing the artistic mission or deliberately misinterpreting the artistic mission.[15] Although the A Corp structure has mechanisms to separate governance and economic stakes within a company, a potential donor could take a stake in governing the company and still bypass the 51% artist ownership provision.[16] While it would ultimately remain the responsibility of artist-shareholders to prevent individuals from exploiting their corporations in this way, it may be helpful to consider the inclusion of carve-outs and examples of who should not be considered an artist, or further regulation to ensure that bad faith actors do not take advantage of the A Corp structure.
The A Corp structure has significant provisions to prevent an A Corp from retaining the intellectual property rights of an artist.[17] Specifically, artists retain reversionary rights to intellectual property that is considered “artistic work” that has been assigned or exclusively licensed to the A Corp.[18] This provision is not a mandatory rule and can be contracted around, which could leave artists vulnerable to giving up the rights to their work.[19] However, even though the default rule may leave artists vulnerable to the removal of their reversionary rights, corporations tend to stick with default rules, “even where deviation from them is permitted.”[20]
Additionally, intellectual property that is not considered “artistic work” does not apply the reversionary rights to the artist.[21] This provision is likely to address work created under work-for-hire.[22] In a contested situation, an A Corp could argue that an individual’s work was not created “pursuant to, or in furtherance of, an artistic mission[,]” and therefore, belongs to the corporation rather than the individual.[23]
Bill 26-133 provides for a separation of governance and economic rights through which investors can have the right to “distributions, royalties, and revenue participation…without corresponding governance or control rights.”[24] In theory, this seems like a wonderful solution to concerns regarding economic governance taking precedence over artistic control. However, this separation may not be so clear cut.[25] The concept of separating governance and economic rights overlooks the “Wall Street Rule” that even if people do not control how a company is governed through voting rights, they may still “vote with their wallets” and sell their stake in a corporation when they disagree with the decisions of its management.[26] It remains unclear whether governance can truly be separated from economic rights when ownership stakes are controlled by the economic amount an individual owns within a company. One potentially caveat is the A Corp’s use of intellectual property as a capital contribution for ownership stake within a company.[27] However, this could also lead to additional difficulties surrounding accurate valuations of intellectual property in terms of who and how such property is evaluated, including how the value of such property may fluctuate over time.[28]
Overall, the A Corp corporate structure can be viewed as an indication that humanity is moving in the right direction in promoting the value of art and artists in our lives. A-Corps is a good faith attempt to improve the lives of artists. However, until this structure passes into law and artists begin to implement A Corps into their lives, it is unclear whether the structure outlined in Bill 26-133 will provide all the solutions that it proposes to solve.
Andrea Yang is a Second Year Law Student at the Benjamin N. Cardozo School of Law and a Staff Editor at the Cardozo Arts & Entertainment Law Journal. Andrea is interested in all things art, artist rights, and intellectual property. She was most recently an extern with the Holocaust Art Restitution Project.
[1] Mark A. Reutter, ARTISTS, GALLERIES AND THE MARKET: HISTORICAL, ECONOMIC AND LEGAL ASPECTS OF ARTIST-DEALER RELATIONSHIPS, 8 Vill. Sports & Ent. L.J. 99 (2001).
[2] Caitlin Petre & Julia Ticona, The Starving Artist vs. A.I.: Guess Who Is Winning? (Dec. 16, 2025), https://www.nytimes.com/2025/12/16/opinion/artists-creative-work-ai.html [https://perma.cc/F86W-VPNK].
[3] Throughout history, artists and writers have worked other jobs to sustain artistic endeavors. William Carlos Williams and Khaled Hosseini, for example, both worked as physicians prior to their successes in the literary world. See J.E. Luebering, Khaled Hosseini, Britannica, https://www.britannica.com/biography/Khaled-Hosseini [https://perma.cc/WDM7-RBPD] (last visited Apr. 22, 2026, 3:48PM); William Carlos Williams, Poetry Foundation, https://www.poetryfoundation.org/poets/william-carlos-williams [https://perma.cc/99X4-XJFC] (last visited Apr. 22, 2026, 3:49PM).
[4] Artist Corporation, https://www.artistcorporations.com/ [https://perma.cc/XW9Y-W7QY] (last visited Apr. 22, 2026, 3:50PM ET).
[5] Id.
[6] S.B. 26-133, 75th Gen. Assemb., 2d Reg. Sess. (Co. 2026).
[7] Exemption requirements – 501(c)(3) organizations, Internal Revenue Service, https://www.irs.gov/charities-non-profits/charitable-organizations/exemption-requirements-501c3-organizations#:~:text=A%20501(c)(3)%20organization%20is%20a%20tax%2Dexempt%20organization,contributions%20in%20accordance%20with%20Code%20section%20170 [https://perma.cc/7VU8-L3E4] (last visited Apr. 22, 2026, 12:55PM).
[8] What Is an LLC? Limited Liability Company Structure and Benefits Defined, Investopedia, https://www.investopedia.com/terms/l/llc.asp [https://perma.cc/9MT4-DWPB] (last visited Apr. 26, 2026, 1:46PM ET).
[9] Parker Yamasaki & Tamara Chuang, What’s Working: A Colorado bill could help creatives retain more control of their work, The Colorado Sun (Apr. 18, 2026, 4AM MDT), https://coloradosun.com/2026/04/18/colorado-artist-corporations-ownership/ [https://perma.cc/D8Y6-P27W].
[10] S.B. 26-133, 75th Gen. Assemb., 2d Reg. Sess. (Co. 2026).
[11] Id. at 3.
[12] Colorado Artist Company Act, Artist Corporations, https://www.artistcorporations.com/law/annotated [https://perma.cc/TZ3U-KDC8] (last visited Apr. 26, 2026, 1:49PM ET).
[13] For example, book publishing involves plenty of work that could arguably fall within “artistic work” such as the creation of the book cover, the marketing materials, etc. See Michael R. Cohen, The economics of book publishing, 25B West’s Legal Forms, Intellectual Property § 25:6 (2025).
[14] S.B. 26-133, 75th Gen. Assemb., 2d Reg. Sess. at 3 (Co. 2026).
[15] Id.
[16] Id.
[17] S.B. 26-133, 75th Gen. Assemb., 2d Reg. Sess. (Co. 2026).
[18] Id. at 17.
[19] David G. Yosifon, Opting Out of Shareholder Primacy: Is the Public Benefit Corporation Trivial?, 41 Del. J. Corp. L. 461, 502-4 (2017).
[20] Id. at 507.
[21] S.B. 26-133, 75th Gen. Assemb., 2d Reg. Sess. at 17 (Co. 2026).
[22] Work for hire, Cornell Law School Legal Information Institute, https://www.law.cornell.edu/wex/work_for_hire [https://perma.cc/9HJY-HNWZ] (last visited Apr. 26, 2026, 1:51PM ET).
[23] S.B. 26-133, 75th Gen. Assemb., 2d Reg. Sess. at 4 (Co. 2026).
[24] Id. at 20.
[25] In public corporations where individuals’ have diminished voting power, the “conventional wisdom is that shareholders should follow the “Wall Street Rule” and exit, rather than exercise their voice at all.” See Usha Rodrigues & Mike Stegemoller, EXIT, VOICE, AND REPUTATION: THE EVOLUTION OF SPACS, 37 Del. J. Corp. L. 849, 926-27 (2013).
[26] Thomas W. Joo, THE MODERN CORPORATION AND CAMPAIGN FINANCE: INCORPORATING CORPORATE GOVERNANCE ANALYSIS INTO FIRST AMENDMENT JURISPRUDENCE, 79 Wash. U. L.Q. 1, 57–58 (2001); Usha Rodrigues, THE SEDUCTIVE COMPARISON OF SHAREHOLDER AND CIVIC DEMOCRACY, 63 Wash. & Lee L. Rev. 1389, 1402 (2006).
[27] S.B. 26-133, 75th Gen. Assemb., 2d Reg. Sess. at 16 (Co. 2026).
[28] Should intellectual property be re-evaluated to determine one’s equity stake? And if so, when? Trade secrets, for example, can be cultivated to provide increased value to a corporation’s intellectual property portfolio. Given the A Corp’s basis in intellectual property, more frequent evaluations may be needed compared to other corporations. See The Sedona Conference, The Sedona Conference Commentary on the Governance and Management of Trade Secrets A Project of the Sedona Conference Working Group 12 on Trade Secrets, 24 Sedona Conf. J. 429, 439-40 (2023).
