"When the articles are filed and recorded as provided, and the license tax imposed is paid to the State, the corporation shall be deemed to be organized for the purpose of transacting, promoting or carrying on the business or purpose for which it was created; and shall thereupon become a body corporate," with the ordinary powers; 151 but "at least fifty per cent. of the capital stock of each corporation shall be in good faith subscribed before it shall be authorized to transact any business with the persons other than its stockholders." 152 Business must in good faith be commenced within two years or the organization is null.153 The articles may be amended by a two-thirds vote of the capital stock, the amendment being recorded in the same way as the original articles.154 A book shall be kept by every corporation in its principal office, in which shall be entered the name, post-office address and number of shares of stock held by each stockholder, and the time when each person became a stockholder; also all transfers of stock, stating date, the number of shares transferred and by and to whom. This book shall, at all times during business hours, be subject to the inspection of all stockholders and persons doing business with the corporation. 155 828. Louisiana. Three or more persons may constitute a corporation "for the purpose of carrying on any lawful business or enterprise not otherwise specially provided for, and not inconsistent with the constitution and laws of the State; provided that no such corporation shall engage in stock jobbing business of any kind; the corporations herein provided for to have a capital stock of not less than five thousand dollars." The 151 Ibid. § 542. 152 Ibid. § 543. 153 Ibid. § 565. 154 Ibid. § 559. 156 Ibid. § 546. word "limited" shall be the last word of the name of the corporation, and used in all signs, signatures, advertisements, etc. 156 157 Three or more persons may form a corporation for carrying on any mechanical, mining or manufacturing business (except distilling or manufacturing intoxicating liquors) with a capital not less than five thousand nor more than a million dollars; and six or more persons may form a corporation for insurance and for various "works of public utility and advantage." 158 The duration of such corporations shall be limited to ninetynine years, and they are granted the ordinary corporate powers.159 The charter shall contain the name of the corporation and place of its domicil; the nature of its business, and designation of the officer on whom citation may be served; amount of capital stock, number of shares, and time and manner of payment of subscriptions; mode of election of directors, and of liquidation at termination of charter.160 The charter shall be recorded in the office of the recorder of mortgages and published (without the names of the subscribers) in a newspaper at the domicil,161 and a copy of the charter and of the newspaper in which it is published shall be filed with the Secretary of State.162 Amendments may be made by stockholders' vote and recorded in the same way.163 "No corporation shall engage in any business other than that expressly authorized in its charter or incidental thereto, nor shall it take or hold any real estate for a longer period than ten years, except such as may be necessary and proper for its legitimate business or purposes." 164 "No corporation shall 156 La. 1888, Act 36, §§ 1, 2, 157 La. 1882, Act 111. 158 La. Civil Code, § 683. 159 Ibid. § 684. 160 Ibid. § 685. 161 Ibid. § 686. 162 La. 1898, ch. 59, § 1. 163 La. Code, § 687. issue stock or bonds except for labor done or money or property actually received." 165 29. Maine. "Three or more persons may associate themselves together by written articles of agreement, for the purpose of forming a corporation to carry on any lawful business, including corporations for manufacturing, mechanical, mining or quarrying business and also corporations whose purpose is the carriage of passengers or freight, or both, upon the high seas, or from port or ports in this state to a foreign port or ports, or to a port or ports in other states, or the carriage of freight or passengers, or both, upon any waters where such corporations may navigate; and excepting corporations for banking, insurance, the construction and operation of railroads or aiding in the construction thereof, and the business of savings banks, trust companies or corporations intended to derive profit from the loan or use of money, and safe deposit companies, including the renting of safes in burglar-proof and fire-proof vaults.' '' 166 "Their first meeting shall be called by one or more of the signers of said articles, by giving notice thereof, stating the time, place and purposes of the meeting to each signer, in writing, or by publishing it in some newspaper printed in the county, at least fourteen days prior to the time appointed therefor. At such meeting they may organize into a corporation, adopt a corporate name, define the purposes of the corporation, fix the amount of the capital stock, which shall not be less than one thousand dollars, divide in into shares, and elect a president, not less than three directors, a clerk, treasurer, and any other necessary officers, and may adopt a code of by-laws." 167 Notice may be waived in writing by 165 Ibid. Art. 266. 106 Me. Rev. Stat. ch. 47, § 6. 167 Ibid. § 7. all the signers, in which case no notice or publication shall be Before commencing business, the president, treasurer, and majority of the directors shall prepare a certificate setting forth the name and purposes of the corporation, the amount of capital stock, the amount already paid in, the par value of the shares, the names and residences of the owners, the name of the county where it is located, and the number and names of the directors, and the name and residence of the clerk, and shall sign and make oath to it; and after it has been examined by the attorney general, and been by him certified to be properly drawn and signed and to be conformable to the constitution and laws, it shall be recorded in the registry of deeds in the county where said corporation is located, in a book kept for that purpose, and within sixty days after the day of the meeting at which such corporation is organized, a copy thereof certified by such register shall be filed in the secretary of state's office, who shall enter the date of filing thereon, and on the original certificate to be kept by the corporation, and shall record said copy in a book kept for that purpose. The corporation becomes such from the date of filing the certificate in the Secretary of State's office.170 " 169 The corporation so formed has the ordinary powers, and may by stockholder's vote change its name, its charter or its location, forwarding notice of such change to the Secretary of State; 171 and it may conduct its business in other States.172 "Any corporation of this state may conduct business in other states, territories, or possessions of the United States, or in foreign countries, and have one or more officers out of the state, and may hold, purchase, mortgage and convey real estate and personal property out of this state," 173 but "all 168 Ibid. 109 Ibid. § 8. 170 Ibid. § 10. 171 Ibid. § 47. 172 Ibid. § 48. 173 Ibid. corporations, existing by virtue of the laws of this state, shall have a clerk who is a resident of this state, and shall keep, at some place fixed within the state, a clerk's office where shall be kept their records and a book showing a true and complete list of all stockholders, their residences and the amount of stock held by each; and such book, or a duly proved copy thereof, shall be competent evidence in any court of this state to prove who are stockholders in such corporation and the amount of stock held by each stockholder. Such records and stock book shall be open at all reasonable hours to the inspection of persons interested, who may take copies and minutes. therefrom of such parts as concern their interests, and have them produced in court on trial of an action in which they are interested. The above provisions as to list of stockholders shall not apply to any corporation doing business in this state and having a treasurer's office at some fixed place in the state where a stock book is kept giving the names, residences and amount of stock of each stockholder." 174 When there is a change of clerk, a certificate of election of the new clerk shall be filed in the registry of deeds of the district where the corporation is located.175 A list of the stockholders is no longer officially filed. 176 30. Maryland. Five or more persons, citizens of the United States and a majority of them citizens of Maryland, may form a corporation for one or more purposes elaborately enumerated.177 These include dealing in land wholly or partly in the State; 178 insurance and dealing in cattle; 179 manufacturing; 180 printing 174 Ibid. § 20. 175 Ibid. § 22. 176 Me. 1885, ch. 315. 177 Md. Gen. L. Art. 23, § 14. 178 Ibid. § 16. 179 Ibid. § 17. 180 Ibid. § 19. |