sonal property within or out of this State, to issue its bonds, debentures or other securities and hypothecate its franchises and property of any kind as security therefor;" 253 but no corporation so formed shall exercise banking powers. 254 Powers expressly given in the charter and necessary incidental powers may also be exercised.255 Amendments made by two-thirds vote must be filed like the original articles. 256 The list of stockholders is open to inspection by stockholders or State officers.257

39. New Hampshire.

Five or more persons of lawful age may form a corporation for "The carrying on of any lawful business except banking, life insurance, the making of contracts for the payment of money at a fixed date or upon the happening of some contingency, and the construction and maintenance of railroads," and "any other lawful purpose not prohibited" by the provisions of the chapter.258 "The articles of association shall set forth the name of the corporation, the object for which it is established, the place in which its business is to be carried on, and the amount of its capital stock, if any; and shall be signed by the persons who associate together to form it, with a designation of the post-office address of each." 259 "Any corporate name may be assumed which is not in use by any other corporation or company." 260 "The articles of agreement shall be recorded in the office of the clerk of the town in which the business of the corporation is to be carried on and in the office of the secretary of state; and when so recorded, and the charter fee required by law, if any, has been paid to the state treasurer, the signers thereof shall be a corporation,

253 Ibid. § 7.

254 Ibid. § 8.

255 Ibid. § 9.

256 Ibid. § 40.

257 Ibid. § 58.

258 N. H. Pub. Stat. ch. 147, § 1.

259 Ibid. § 2.

260 Ibid. § 3.

1 261

and such corporation, its officers and stockholders, shall have all the rights and powers and be subject to all the duties and liabilities of other similar corporations, their officers and stockholders, except so far as the same are limited or enlarged by this chapter." Amendments may be made by a majority vote, the change being recorded like the original articles. 262 The capital stock shall be not less than one thousand nor more than one million dollars, divided into shares of not less than twenty-five nor more than five hundred dollars each. 263

The ordinary powers are granted 264 and the following limitations placed on their powers: "They may make contracts necessary and proper for the transaction of their authorized business, and no other; they shall not be capable of binding themselves as sureties or guarantors for others." 265 "They may purchase, hold, and convey real and personal estate necessary and proper for the due transaction of their authorized business, not exceeding the amount authorized by their charter or by statute, and no other." 266 "They may take mortgages or pledges or make attachments of any property to secure the payment of debts due to them, and may perfect a title thereto by proper legal proceedings; but they shall sell or dispose of any property so obtained, which they are not authorized to hold, within five years after the title is perfected." 267 Every corporation shall have an inhabitant of the State as clerk, and he shall keep his office in the State.268

§ 40. New Jersey.

"Three or more persons may become a corporation for any lawful purpose or purposes whatever other than a savings bank,

a building and loan association, an insurance company, a surety company, a railroad company, a telegraph company, a telephone company, a canal company, a turnpike company or other company which shall need to possess the right of taking and condemning lands in this state, or other than a corporation provided for by 'An Act concerning banks and banking (Revision of 1899),' or by 'An Act concerning trust companies (Revision of 1899),' or by 'An Act concerning safe-deposit companies (Revision of 1899)'; it shall, however, be lawful to form a company hereunder for the purpose of constructing, maintaining and operating railroads, telephone or telegraph lines outside of this state." 269 It is held that where an act has been passed for the creation of corporations of a certain sort (gas companies, water companies, street railways and traction companies in addition to those named in the statute) such a corporation cannot be formed under the general law.270

A corporation so formed "may conduct business in other states or in foreign countries and have one or more officers out of this state, and may hold, purchase, mortgage and convey real and personal property out of this state; provided, such powers are included within the objects set forth in its certificate of incorporation." 271

The certificate of incorporation shall be signed in person by all the subscribers to the capital stock, and shall set forth: 1. The name of the corporation; no name shall be assumed already in use by another existing corporation of this state, or so nearly similar thereto as to lead to uncertainty or confusion; 272 2 & 3. The location of the principal office, and the objects of the corporation; 273 4. The amount of the total au

269 N. J. Corp. Supp. § 6.

270 Richards v. Dover, 61 N. J. Law, 400.

271 N. J. Corp. Supp. § 7.

272 No corporation shall use the words "insurance," "safe deposit" or trust company," or "bank," as part of its name. N. J. P. L. 1897, p. 274. 273 The powers of the corporation cannot be enlarged by the by-laws. Stewart v. Odd Fellows' Mut. Life Ins. Co., 12 N. J. L. J. 110. It is therefore desirable not to define the objects of the corporation too narrowly.

thorized capital stock of the corporation, which shall not be less than two thousand dollars, the number of shares into which the same is divided and the par value of each share; the amount of capital stock with which it will commence business, which shall not be less than one thousand dollars and, if there be more than one class of stock created by the certificate of incorporation, a description of the different classes, with the terms on which the respective classes of stock are created; 5. The names and post office addresses of the incorporators 274 and the number of shares subscribed for by each; the aggregate of such subscriptions shall be the amount of capital stock with which the company will commence business, and shall be at least one thousand dollars; 6. The period, if any, limited for the duration of the company. 7. The certificate of incorporation may also contain any provision which the incorporators may choose to insert for the regulation of the business and for the conduct of the affairs of the corporation, and any provision creating, defining, limiting and regulating the powers of the corporation, the directors and the stockholders, or any class or classes of stockholders; provided, such provision be not inconsistent with this act. 275

The certificate of incorporation is acknowledged and recorded in the office of the clerk of the county where the principal office of the corporation in the State is established, and also filed in the office of the Secretary of State.276 Corporate existence begins upon the filing of the certificate.277 Amendments of any nature may be made by a two-thirds vote, recorded and filed like the original certificate.278

"Any corporation of this state, except railroad and canal corporations, may hereafter, with the assent of two-thirds in interest of its stockholders, either in person or by proxy, lease

274 It is not necessary that any of them should be resident of the State. Central R. R. v. Pennsylvania R. R., 31 N. J. Eq. 475.

275 Ibid. § 8.

276 Ibid. §9. 277 Ibid. 10.

278 Ibid. § 27.

its property and franchises to any corporation, and every corporation of this state is hereby authorized to take the lease or any assignment thereof, for such terms and upon such conditions as may be agreed upon, and any such lease or assignment, or both, heretofore made, are hereby validated; provided, however, that nothing herein contained shall be construed to authorize any corporation which is now specifically prohibited by law or by its certificate of incorporation from leasing its property or franchises to do so, nor to authorize the leasing by any corporation without the consent of the legislature, when such consent is now specially required by any law of this state." 279

An annual report of condition is required.280

Corporations are granted the usual powers, including power "to hold, purchase and convey such real and personal estate as the purposes of the corporation shall require, and all other real estate which shall have been bona fide conveyed or mortgaged to the said corporation by way of security, or in satisfaction of debts, or purchased at sales upon judgment or decree obtained for such debts; and to mortgage any such real or personal estate with its franchises; the power to hold real and personal estate shall include the power to take the same by devise or bequest,281 and in addition the powers specified in the certificate of incorporation; and no corporation shall possess other powers, "except such incidental powers as shall be necessary to the exercise of the powers so given.” 282 "Power necessary to a corporation does not mean simply power which is indispensable . . a power which is obviously appropriate and convenient to carry into effect the franchise granted has always been deemed a necessary one.

In short, the term comprises a grant of the right to use all the means suitable and proper to accomplish the end which the

270 N. J. P. L. 1899, p. 334.

280 N. J. Corp. Supp. § 43,

281 Ibid. § 1.

282 Ibid. § 2.