APPENDIX. -Certificate of Incorporation where business to be carried on within the State. State of New York, Town [or city] of We [insert names of subscribers, to be not less than three] do hereby certify that we desire to form a company pursuant to the provisions of an act entitled, "An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes," passed February 17, 1848, and of the several acts extending and amending said act. That the corporate name of the said company is to be [insert name of company], and the objects for which the company is to be formed are [insert objects for which company formed;] that the amount of the capital stock of the said company is to be [insert amount of capital stock ;] that the term of the existence of the said company is to be [state number of years, not exceeding fifty years;] that the number of shares of which the said stock is to consist, is to be [insert number,] and the number of the trustees who shall manage the concerns of said company for the first year is [insert number of trustees, not less than three nor more than nine,] and the names of such trustees are [insert names of trustees,] *and the names of the town and county [or towns and counties] in which the operations of the said company are to be carried on are [insert names of town and county, or towns and counties.] (To be signed by the persons whose names are inserted at the commencement of the certificate, in the presence of, and to be acknowledged before some officer competent to take the acknowledgment of deeds. When so signed and acknowledged, it is to be filed with the clerk of the county in which it is stated that the operations of the company are to be carried on, and a certified copy is to be filed in the office of the Secretary of State.) On this day of A. D. 1860, before me personally appeared [insert names of subscribers to the certificate,] to me known to be the individuals described in the foregoing certificate, and they severally, before me, signed the said certificate, and acknowledged that they signed the same for the purposes therein mentioned. [Signature and designation of officer.] II.—Certificate of Incorporation where business or a part of it is to be carried on out of the State. [Proceed as in preceding form to the asterisk.*] The said company is formed for the purpose of carrying on some part of its business out of the State of New York, namely, at [insert name of place,] and the names of the town and county in which the principal part of the business of the said company is to be transacted are [insert names of town and county.] (To be signed, acknowledged and filed as directed with respect to Certificate No. 1.) INDEX. A. ACTIONS, by and against corporations, 9. not to abate by dissolution of corporations, 28. against stockholders, 14, 24. ADMINISTRATOR holding stock, not personally liable, 19. may represent share of stock in his hands and vote as stock- ANNUAL REPORT, company to make, 16. APPRENTICES, liability of stockholders for debts to, 20. B. BOOK, containing names of stockholders and other particulars to be BUSINESS of company may be extended, 21. place of business to be designated, 5. may be changed, 7. BY-LAWS, trustees may make, 13. C. CAPITAL STOCK, when to be paid in, 12, 15. president to make and record certificate of payment of, 16. not to be reduced by dividends, 18. only money to be considered as payment for, 19. CAPITAL STOCK, how it may be diminished or increased, 20, 21. liability of trustees, if indebtedness of company exceeds, 23. account of stock paid in to be kept, 24. CERTIFICATE OF INCORPORATION, what to state, 4, 5. where and how filed, 4, 6. form of, 31, 32. effect of, on taxation of company, 6. of payment of capital stock, president and majority of trus- showing compliance with act, in order to increase or diminish capital or change business of company, 21, 22. false, penalty for, 19. CLERK or treasurer to keep record of stockholders, transfers of stock, &c., 24. COMMON SEAL, corporations may use, 9, 26. term of corporate existence, 4. extending time of corporate existence, 5. when they become bodies corporate, 9. not dissolved by neglecting to hold election of trustees on day appointed, 10. president and subordinate officers to be designated, 12. not to use funds to purchase stock in any other corporation, 14. salt, exception as to, 15. to make annual report of amount of capital, debts, &c., 16. capital stock may be diminished or increased, 20. business of, may be extended to any other business within the act, 21. existing, may avail themselves of this act, 20. penalty on, for neglecting to keep records of stockholders, CORPORATE EXISTENCE, term of, 4. extending term of, 6. CORPORATION, when company becomes a, 9. may use common seal, 9. CORPORATION, suits by and against, 9. may purchase, hold and convey real and personal estate, 9. trustees to manage stock, property and concerns of, 9. power of Legislature over, 20. capital stock of, may be diminished or increased, 20. business of, may be extended to other business within the act, 21. 26. formed under this act, to possess powers and be subject to See Companies. CREDITORS, liability of stockholders to, 14, 24. being laborers, servants or apprentices, liability of stockholders to, 20. liability of trustees to, where indebtedness exceeds capital stock, 18. on neglect to file annual report, 16. to have free access to record of names of stockholders, 25. See Liability, Stockholders and Trustees. D. DEBTS, annual report of, to be made and filed, 16. when trustees liable for, 16. when officers of company liable for, 19. to laborers, servants and apprentices, liability of stockholders for, 20. DISSOLUTION of companies for not paying up capital stock, 11. by act of the Legislature, 14, 15. not to impair any existing liability of stockholders or officers of the company, 15. by not organizing within a year after incorporation, 27. not worked by failure to hold election, 10. effect of, and proceedings after, 15, 27. DIVIDENDS, not to be paid out of capital stock, 18. |