182

and publishing; 181"conducting or carrying on in this State and elsewhere any lawful wholesale or retail trading, commercial, or mercantile business, where the principal office and place of business of the corporation are located in this State;' and "for the acquiring, developing, improving, using, working or otherwise utilizing or disposing of any novelty, invention or process patented by the United States; and for the sale, lease, or other disposition of articles manufactured under such patent." 183

The incorporators sign and acknowledge a certificate in which shall be stated the names and residences of the applicants; the proposed corporate name, which shall always include the name of the county or city in which it may be formed; the purpose of the incorporation; the time of its existence, not to exceed forty years; the place of business; and the number of officers, with the names of those for the first year.184 The certificate shall be submitted to one of the judges of the circuit within which the corporation is formed, certified by him to be in accordance with law, and recorded by the clerk of the court; 185 and the corporation then comes into legal existence, 186 Amendments voted by the corporation are put in force in the same way.187 The ordinary powers are conferred; 188 and it is provided that no corporation shall possess any corporate powers except such as are conferred by law (meaning apparently the general incorporation act) and such as are necessary to the exercise of the powers so acquired.189 The corporation shall keep a book containing the name and address of each stockholder and the number of his shares,

181 Ibid. § 19 a.

182 Ibid. § 20 a.

183 Ibid. § 35.

184 Ibid. § 42.

185 Ibid. §§ 43, 44.

180 Ibid. § 45.

187 Ibid. § 46.

188 Ibid. §§ 50-55.

189 Ibid. § 56.

and this book shall be open to the inspection of stockholders and creditors; 190 and a statement of its financial condition shall be made semi-annually and entered in its books. 191

$31. Massachusetts.

Business corporations are created under a special act, which does not apply to banks, insurance companies, or publicservice companies, except that any corporation may be formed under the act for the purpose of carrying on any lawful business outside the commonwealth.192 Three or more persons may associate themselves by a written agreement to form a corporation for any of the above purposes except to buy and sell real estate or to distil or manufacture intoxicating liquor. 193 The corporation "may assume any name which shall indicate that it is a corporation as distinguished from a natural person or a partnership; but it shall not assume the name of another domestic corporation, or of a foreign corporation, or of any partnership or association, carrying on business in this commonwealth at the time of such organization or within three years prior thereto, or a name so similar thereto as to be liable to be mistaken for it, except with the consent in writing of such existing corporation, association or partnership, filed with the articles of organization." 194

The agreement of association shall state the corporate name; "the location of the principal office of the corporation in the commonwealth, and elsewhere in the case of corporations organized to do business wholly outside the commonwealth;" the purpose for which the corporation is formed and the nature of the business to be transacted; the total amount of the capital stock of the corporation, which shall not be less than one thousand dollars, to be authorized, the par value

190 Ibid. § 72.

191 Ibid. § 73.

192 Mass. 1903, ch. 437, § 1.

193 Ibid. § 7.

194 Ibid. § 5.

of the shares, which shall not be less than five dollars, the number of shares into which the capital stock is to be divided, and the restrictions, if any, imposed upon their transfer, and, if there are to be two or more classes of stock, a description of the different classes and a statement of the terms on which they are to be created and of the method of voting thereon; any other provisions not inconsistent with law for the conduct and regulation of the business of the corporation, for its voluntary dissolution, or for limiting, defining or regulating the powers of the corporation, or of its directors or stockholders, or any class of stockholders; the subscriber or subscribers by whom the first meeting of the incorporators shall be called; and the names and residences of the incorporators and the amount of stock subscribed for by each. 195 The first meeting shall be called by a majority or a designated one of the subscribers, a copy of the notice being served on each subscriber seven days before the meeting, unless there is a written waiver of notice by every subscriber.196 A majority of the directors there elected shall sign and swear to articles setting forth a copy of the agreement of association with the names of subscribers, the date of the first meeting, the names and addresses of the officers, and "the amount of capital stock then to be issued; the amount thereof to be paid for in full in cash; the amount thereof to be paid for in cash by instalments and the instalment to be paid before the corporation commences business; and the amount thereof to be paid for in property. If such property consists in any part of real estate, its location, area and the amount of stock to be issued therefor shall be stated; if any part of such property is personal, it shall be described in such detail as the commissioner of corporations may require, and the amount of stock to be issued therefor stated. If any part of the capital stock is issued for services or expenses, the nature of such services or expenses and the amount of stock which is issued therefor

195 Ibid. § 8.

196 Ibid. § 9.

shall be clearly stated." 197 These articles and the record of the first meeting shall be submitted to the commissioner of corporations. If he finds them legal, he indorses his approval thereon. They are then filed in the office of the Secretary of the Commonwealth, who issues a certificate of incorporation. The existence of the corporation begins when the documents are filed with the Secretary.198

Amendments may be made by a majority or two-thirds vote of the stockholders, according to the nature of the change, and they are approved and filed like the original articles. 199 Annual reports of condition are submitted to the commissioner of corporations, approved by him and filed with the Secretary of the Commonwealth. 200

Manufacturing corporations are formed by an association of three or more persons with not less than five thousand dollars capital.201 Such a corporation shall not commence to transact its business until the whole capital stock has been paid in and a certificate to that effect filed in the office of the Secretary of the Commonwealth. 202 The annual report states the names of the shareholders and the number of his shares.203

§32. Michigan.

Three or more persons may become incorporated for the purpose of carrying on any manufacturing or mercantile business, or any union of the two, or any other lawful business except banks, mining and insurance companies, railroads, and certain other public-service companies specially provided for.20 The articles of association, upon official blanks and signed and acknowledged by the persons associating, shall state:

197 Ibid. § 11.

198 Ibid. § 12.

199 Ibid. §§ 40, 41.

200 Ibid. § 45.

201 Mass. Rev. L. ch. 110, § 5.

202 Ibid. § 43.

203 Ibid. § 51.

204 Mich. 1903, Act 232, § 1.

204

"First, The name assumed and by which the corporation shall be known in law: Provided, No name shall be assumed already in use by any other existing corporation of this State, or corporation lawfully carrying on business in this State, or so nearly similar as to lead to uncertainty or confusion; Second, Distinctly and definitely, the purpose or purposes for which the corporation is formed, and it shall not be lawful for said corporation to divert its operations, or appropriate its funds to any other purpose, except as hereinafter provided; Third, The principal place or places at which its operations are to be conducted; Fourth, The amount of the total authorized capital stock which shall not be less than one thousand dollars, and not more than twenty-five million dollars; the amount of capital stock subscribed which shall not be less than fifty per cent. of the authorized capital stock; the articles may provide for common and preferred stock subject to section thirty-eight, and in that case shall contain an exact statement of the terms upon which the common and preferred stocks are created, and the amount of each subscribed, and the amount of each paid in; Fifth, The number of shares into which the capital stock is divided, which shall be of the par value of ten dollars or one hundred dollars each; Sixth, The amount of capital stock paid in at the time of executing the articles, which shall not be less than ten per cent. of the authorized capital, and in no case less than one thousand dollars, except in case of a capitalization of two thousand dollars or under, when it shall be twenty-five per cent. thereof, and the amount so paid in shall not be reduced below such per cent. of its capital. Such capital stock may be paid in, either in cash or in other property, real or personal; but where payment is made otherwise than in cash there shall be included in the articles an itemized description of the property in which such payment is made, with the valuation at which each item is taken, which valuation shall be conclusive in absence of actual fraud; Seventh, The place in the State of Michigan where the office of the company is located; Eighth, The term