third parties who have no notice, unless in writing and filed in the manner prescribed for filing chattel mortgages.

Wyoming. -No sale, contract, or lease wherein the transfer of title to personal property is made to depend upon any condition shall be valid against any purchaser or judgment creditor of the vendee or lessee in possession, without notice, unless the same be in writing signed by the vendee or lessee, and the original or a copy thereof filed in the office of the county clerk of the county wherein the property is; said instrument so filed shall have attached thereto an affidavit of such vendor or lessor, or his agent or attorney, which shall set forth the names of the vendor and vendee, or lessor and lessee, with a description of the property transferred, and the full and true interest of the vendor or lessor therein. All such sales or transfers shall cease to be valid against purchasers in good faith, or judgment, or attaching creditors without notice at the expiration of 1 year from the date of such sale, unless the vendor or lessor shall within 30 days prior to the 1 year from the date of such sale or transfer file a similar affidavit to the one above provided for in the office of said clerk, and the said vendor or lessor may preserve the validity of his said sale or transfer of such personal property by an annual refiling in the manner as aforesaid of such copy.

PROVINCES OF THE DOMINION OF CANADA

British Columbia.-Receipt notes or hire receipts given on conditional sales of goods must be filed within 21 days with the government agent of the district, or if on Vancouver Island with the registergeneral, and a copy left with the vendee; otherwise, they are void as against subsequent purchasers or mortgagees.

New Brunswick.-The contract evidencing a conditional sale of chattels must be filed in the registry office to be valid as against subsequent mortgagees or purchasers.

Ontario.—An agreement may be made between the vender and the purchaser of merchandise of any kind transferred for the purpose of resale in the course of business, the possession to pass, but not the absolute ownership, until certain payments are made or other consideration satisfied; but in order to validate such provision as to ownership as against creditors, mortgagees, or purchasers, the agreement must be in writing and must be registered in the proper office. In the case of the conditional sale of manufactured goods and chattels, if, at the time possession is given, the name and the address of the manufacturer or vendor be plainly marked thereon, registration is unnecessary, and the latter is only required to validate the sale as against subsequent mortgagees and purchasers, creditors not being protected in this way.

CORPORATIONS

Alabama.-The constitution provides that corporations may be formed and their charters altered, repealed, or amended under the general laws of the state, but shall not be created by special act of the legislature. Each corporation must pay franchise tax in proportion to amount of capital stock, but this does not apply to religious, benevolent, or educational corporations. No corporation shall engage in any business other than that expressly authorized by its charter, nor issue stock or bonds except for money, labor done, or money or property actually received; and all fictitious increase of stock or indebtedness shall be void; and the stock or bonded indebtedness shall not be increased, except in pursuance of general laws, nor without consent of the persons holding the larger amount, in value, of stock first obtained at a meeting to be held after 30 days' notice is given in pursuance of the law. All corporations shall have the right to sue and be sued like natural persons. The shares of the capital stock of any corporation which is required to list its property for taxation, shall not be assessed against the shareholders. Taxes shall be assessed on the capital stock of all corporations, except such portions of such stock as may be invested in property which is otherwise taxed. The taxable property of every corporation, not otherwise regulated as to taxation, shall be returned to the assessor by the president or chief officer, with the estimated value thereof, who shall state the number of shares into which the capital stock is divided, the par value and the actual market value thereof, and the items of property in which its capital is invested, with the value thereof, and if such list is furnished no tax shall be levied or collected of the shareholders thereof. Preference is given to stockholders in taking increased capital stock. Preferred stock shall not be issued without consent of owners of two-thirds of stock. Corporations have power to borrow money, and to mortgage and convey their property, including franchises. Shares of stock are personal property; transfers of stock are not valid against bona-fide creditors, or subsequent purchasers, without notice, unless such transfer has been registered on the books of the company. A transfer may be made by executor or administrator. Stock is subject to levy and sale for stockholders' debts, but all private corporations have a lien on the stock for liability incurred to it by a stockholder. Non-use of a franchise for 5 consecutive years works a forfeiture thereof; as also a failure to organize for 2 years after filing the declaration; but a failure to elect officers does not dissolve the corporation; those in office hold

over; a majority of the board of directors exercise corporate powers; stockholders' meetings must be held annually; special meetings may be called; each stockholder has one vote for each share; but the failure to hold meetings annually or to elect directors regularly shall not forfeit the charter. The probate judge must keep a record of the declaration, commission, proceedings of meetings of subscribers, list of subscriptions, affidavit and certificate of incorporation, which together constitute the charter. Corporations may be dissolved by petition of a majority of the stockholders owning three-fourths of the stock, and a receiver appointed by the chancellor to wind up its affairs. Three or more persons may become a body corporate for the purpose of carrying on any lawful business whatsoever. The manner of incorporating is as follows: A certificate of incorporation shall be signed by all the subscribers to the capital stock and shall set forth the name of the corporation, which shall not be identical with that of any other corporation, individual, or partnership; the objects of the corporation; location of its principal office in Alabama; the amount of the total authorized capital stock, which shall not be less than $2,000; the number of shares; the amount of capital stock with which it will begin business, not less than 25 per cent. of the authorized capital and in no case less than $1,000; the name and post-office address of the person designated to receive subscriptions to the capital stock, and also of the incorporators with the number of shares subscribed for by each; the period limited for duration of the corporation (it may be made perpetual), and any other provision that the incorporators may choose to insert for the regulation of the business and conduct of the affairs of the corporation and which are not inconsistent with the general law. Attached to this certificate is a statement under oath, by the person authorized to receive subscriptions to the capital stock, of the amount of the capital stock paid in; and the amount secured by contract for labor, or services, or transfer of property, which amount so paid in and secured shall be at least 20 per cent. of the stock subscribed for, and in no case less than $1,000. This certificate is filed and recorded in the probate judge's office in the county of the corporation's principal place of business, and the probate judge is entitled to receive 15 cents for each one hundred words for the recording of the certificate and $2.50 for the examination of the same. The incorporators have also to pay to the probate judge for the use of the state the following charter fees: Capital of $50,000 or less, $25; $50,000 to $100,000, $50; in excess of $100,000, $50 on the first $100,000 and $25 on each additional $100,000 or fractional part thereof. Upon the filing of the certificate as aforesaid and payment of the probate judge's fees and charter fees, the individuals become a body corporate and the aforementioned record constitutes the charter. Within 10 days after the filing of the certificate, the incorporators must cause to be filed with the secretary of state a statement signed by the probate judge giving the

corporation's name and names of incorporators, date of incorporation, amount of capital stock, and name of the county in which it is incorporated, and shall pay to the secretary of state for the use of the state a fee of 50 cents. Such corporations then have the power to carry on the business, or to accomplish the purposes expressed in the declaration, and to borrow money, and to do other things essential to its expressed purposes. The general laws also provide for the incorporation of banks and banking within certain constitutional limitations; also for building and loan associations to continue for 20 years, with power to do certain things appertaining to the nature of such a business; also commercial and business corporations, such as navigation companies, mining, quarrying, and manufacturing companies. Railroad companies consisting of not less than seven stockholders; and streetrailway companies by any number of persons in towns and cities; also telegraph companies by two or more persons; also macadamized, turnpike, and other pole-road companies by any number of persons not less than seven; also civil and municipal corporations of towns, the population of which is not less than 100 nor more than 3,000 inhabitants, upon a petition in writing signed by twenty or more of the adult male inhabitants, stating the name, boundaries, etc. The property of municipal corporations is not to be taxed. The cities and larger towns of the state are all incorporated under the special acts of the general assembly of Alabama, from which they derive all of their charter rights and privileges. Foreign corporations are prohibited from transacting business in this state without having an authorized agent and a known place of business within the state, and without filing with the secretary of state a certified copy of charter, and may be sued in any county where it does business, by service of process upon an agent anywhere in the state. Foreign corporations may acquire, own, and hold shares of stock in domestic corporations, except that telegraph and telephone companies cannot consolidate with, purchase, or hold controlling interest in similar company owning competing line, and have the same rights and privileges for transacting business as local corporations, if they comply with the foregoing requirements. Mining, quarry, and manufacturing corporations and other private business corporations may hold meetings of directors and do and perform corporate acts in any state of the United States. Stockholders' meetings may be held without Alabama with written consent of all Alabama stockholders, duly acknowledged and recorded in the office of the secretary of state of Alabama. All corporations incorporated under the laws of this state before they are authorized to do business are required to pay to the judge of probate or other officer issuing a certificate $25 where the proposed capital does not exceed $50,000; $50 where it exceeds $50,000, but does not exceed $100,000; and when the amount of capital stock exceeds $100,000, $50 on the first $100,000 of excess or portion thereof, and $25 on each subsequent $100,000 increase or any part thereof. All

corporations or mutual companies having no corporate stock shall pay a fee of $25. All foreign corporations are required to pay into the treasury of the state like fees as those required of corporations organized under the laws of this state. Failure to comply with the provisions of the law requiring such license fees invalidates any contract made by the corporation so failing to comply with the law.

Alaska.-All corporations or joint stock companies organized under the laws of the United States, or the laws of any state or territory of the United States, shall, before doing business within the district, file in the office of the secretary of the district and in the office of the clerk of the district court for the division wherein they intend to carry on business, a duly authenticated copy of their charter or articles of incorporation, and also a statement, verified by oath of the president and secretary of such corporation, and attested by a majority of its board of directors, showing: (1) The name of such corporation and the location of its principal office or place of business without the district; and, if it is to have any place of business or principal office within the district, the location thereof; (2) the amount of capital stock; (3) the amount of its capital stock actually paid in in money; (4) the amount of its capital stock paid in in any other way, and in what; (5) the amount of the assets of the corporation, and of what the assets consist, with the actual cash value thereof; (6) the liabilities of such corporation, and, if any of its indebtedness be secured, how secured, and upon what property. Such corporation or joint stock company shall also file, at the same time and in the same offices, a certificate, under the seal of the corporation and the signature of its president, or other acting head if there be one, certifying that the corporation has consented to be sued in the courts of the district upon all causes of action arising against it in the district, and that service of process may be made upon some person, a resident of the district, whose name and place of residence shall be designated in such certificate, and such service, when so made upon such agent, shall be valid service on the corporation or company, and such agent shall reside at the principal place of business of such corporation or company in the district.

Arizona.-Special provisions are made for the incorporation of marine, fire, mutual life, health, accident, savings and loan, railroad, religious, social, and benevolent corporations. Any number of persons may be incorporators of a company for the transaction of any lawful business. They must adopt articles and record the same in the recorder's office of the county where the principal place of business is. The articles must have the usual contents as to name, nature, etc., and also state the highest amount of indebtedness or liability to which the corporation is at any time to subject itself, and whether the private property of the stockholders be exempt. They must be published