A treatise on the incorporation and organization of corporations created under the "Business corporation acts" of the several states and territories of the United States; including therein a synopsis-digest of the general incorporation acts of the several commonwealths, with decisions bearing thereon; also, forms for drawing charters under the laws of the several states and territories; amendments to charters and dissolution of corporations; general and specific object clauses for insertion in charters, by-laws, minutes, etc., etc.

Front matter

BOUGHT WITH THE INCOME FROM THE

SAGE ENDOWMENT FUND

THE GIFT OF

Preface To The Fourth Edition

In offering1 the Fourth Revision of this work, the author wishes to express his appreciation of the kindly reception which has been extended to the work by the legal profession of this country. The task of keeping up to date a complete text book on the Incorporation and Organization of Corporations has not been an easy one. The increase in the size of the present volume over that of the earlier editions finds its explanation in the following statement. A very considerable addition has been made to the Synopsis Digest of the Incorporation Acts of the Several States with a view to not only revising them up to July 1st, 1912, but at the same time enlarging the Synopsis Digest itself. A number of additional miscellaneous forms have been added, which it is believed will add materially to the usefulness of the work.

THE AUTHOR. 220 Broadway, New Yokk Citt, January 16th, 1913.

vn

Preface

The present work might with no inconsiderable degree of fitness have been entitled " A Treatise on Comparative Incorporation Law in the Several Commonwealths of the United States." Such a work if properly prepared should not fail to interest the active practitioner as well as the public at large. One of the greatest difficulties met with in the preparation of the volume here presented, has been to successfully condense the subject matter thereof without eliminating any matters of real importance. If, in place of the customary copious references so freely offered in support of principles of corporation law universally considered to be sound, the reader finds only a single citation, he may rest assured that careful investigation has satisfied the author that it represents the prevailing doctrine relative to the particular proposition in support of which it has been cited. This method, it is believed, will meet with favor at the hands of the profession for the following reasons :

The vast majority of the decisions of the courts of this country rendered prior to 1870, in so far as they relate to questions of corporation law, are for the most part a veritable legal "junkshop" representing either what is now "horn-book law," or else overruled cases. Many of these contain enunciation of principles of corporation law the soundness of which no one in these days would venture to dispute, or else they represent propositions of law which are no longer regarded as sound. The corporation law of to-day, by engrafting into its subject matter accepted principles of agency and estoppel, has assumed a form which the corporation lawyer of fifty years ago would find great difficulty in recognizing.

X PKEFACE.

In the preparation of this work utility and accuracy have been kept constantly in mind. The writer has made free use of certain exceptional facilities that have been open to him through his professional connections, including access to a large number of forms as well as a great deal of correspondence with state officials in the various commonwealths. The forms for drawing charters in the various states, while prepared by the author, have also been approved in every instance by competent attorneys who reside in the state under the laws of which the draft of the charter was made.

All of this has been, it is hoped, to the advantage of the profession and the public at large.

THOMAS GOLD FROST

76 William Street, New York Citt, N.Y.

December 1, 1904.

Chapter I. Drafting The Charter

Page

§ 1. General Remarks on Corporate Charters 9

§ 2. Incorporators 12

§ 3. Corporate Name 14

§ 4. Corporate Purposes 15

§ 5. Number of Corporate Purposes permitted . 19

§ 6. Collateral Attack upon Corporate Purposes and Powers ... 21

§ 7. Effect of Inserting Illegal Purposes 28

§ 8. Corporate Powers, Classification of 29

§ 9. Common Law Powers, Definition of ; Enumeration of ... . 30

§ 10. Right to a Corporate Name 31

§ 11. Right of Perpetual Succession 31

§ 12. Right to adopt and use a Corporate Seal 32

§ 13. Power to acquire, hold, and dispose of Real and Personal Property 32

§ 14. Power to appoint Corporate Officers and Agents 33

§ 15. Power to establish By-Laws 33

§ 16. Power to sue and be sued 34

§ 17. Express Powers, Definition of ; Enumeration of 34

§ 18. Power of Corporations to purchase their own Stock .... 36 § 19. Power to subscribe for, purchase, and hold Stock in other Corporations 37

§ 20. Power to consolidate with other Corporations 38

§ 21. Power to transact all or any Part of the Corporate Business outside of the State of its Domicile 38

§ 22. Power to perform Constituent Acts outside of the Domiciliary State 40

§ 23. Power to extend Corporate Existence 40

§ 24. Power to change the Corporate Name 41

§ 25. Power to increase or decrease Capital Stock 41

§ 26. Power to issue Preferred Stock 41

xi

XU TABLE OP CONTENTS.

Page

§ 27. Power to change the Corporate Purposes 46

§ 28. Power to change Number of Directors 46

§ 29. Power to change the Corporate Domicile and Principal Place of

Business 47

§ 30. Power to acquire and enforce a Lien upon Stock to secure the

Payment of Debts Due the Corporation 47

§ 31. Power to levy Assessments against the Stockholders with the

Eight to forfeit their Stock for Non-payment thereof ... 48

§ 32. Power to authorize Voting by Proxy at Stockholders' Meetings 49

§ 33. Power to permit Cumulative Voting in the Election of Directors 49 § 34. Power to issue Stock as full paid in Exchange for Property or

Services 49

§ 35. Power to dispose of Corporate Assets as an Entirety .... 51 § 36. Power to voluntarily dissolve the Corporation without Recourse

to the Courts 52

§ 37. Power to insert in the Charter Provisions for the Regulation of

the Internal Affairs of the Corporation 53

§ 38. Power to authorize Directors to adopt By-Laws 55

§ 39. Power to authorize Appointment of Executive Committee from

the Board of Directors 56

§ 40. Power to enlarge or diminish Corporate Powers 56

§ 41. Power to change Par Value of Shares 57

§ 42. Power of Bondholders to vote at Election of Directors .... 57

§ 43. Power to classify Directors ... 57

§ 44. Power to amend Articles before Organization 58

§ 45. Power to surrender Charter before Organization 58

§ 16. Power given to Minority Stockholders to compel Purchase of their

Holdings upon Consolidation 58

§ 47. Incidental Powers, Definition and Enumeration of 59

§•48. Power to make Contracts 60

§ 49. Power to borrow Money 60

§ 50. Power to give and accept Customary Evidences of Debt ... 60

§ 51. Power to mortgage and pledge Real and Personal Property . . 60

§ 52. Power of Amotion . . 60

§ 53. The Modern Doctrine of Ultra Vires 61

§ 54. Corporate Domicile 65

§ 55. Board of Management 67

§ 57. Limitations upon Amount of Capital Stock 69

§ 58. Par Value of Capital Stock 70

§ 59. Amount of Stock Subscriptions 70

§ 60. Amount of Stock paid in 72

§ 61. Amount of Stock with which a Corporation may begin Business 73

§ 62. Duration of Corporate Existence 73

§ 63. Date of Annual Meeting 74

§ 64. Limitation upon Corporate Indebtedness 74

. § 65. Exemption of Stockholders from Personal Liability .... 75

§ 66. Adoption of By-Laws by Directors 75

§ 67. Provisions for the Regulation of the Internal Affairs of the Corporation 76

TABLE OF CONTENTS. Xlll

Page

§ 68. Miscellaneous Provisions relative to Contents of Articles of Incorporation 76

§ 69. Construction of Charter .... 77

Chapter II. Procuring The Charter

§ 70. Signing the Articles 79

§ 71. Acknowledgment of Execution of Articles 79

§ 72. Publication of Articles 80

§ 73. Affidavit as to Stock Subscriptions . 81

§ 74. Anti-Trust Affidavit 81

§ 75. Special Requirements in Particular States . 81

§ 76. Powers of State Officials relative to accepting or rejecting

Articles 82

| 77. Right to Mandamus State Officials for refusing to file Articles . 84

§ 78. Organization Tax . . 84

§ 79. Form in which Charter is granted 86

§ 80. Filing and recording in Local County Offices 86

§ 81. Distinction between de jure and tie facto Corporations .... 87 § 82. Right of Parties other than the State to collaterally impeach

Corporate Existence 88

§ 83. Right of State to attack Corporate Existence in Direct Proceedings 90

§ 84. When does Corporate Existence commence ? 92

Chapter III. Organization Of Corporations After Incorporation

§ 85. The Incorporators' Organization Meeting ........ 95

§ 86. Organization Meeting, how called 96

§ 87. Organization Meeting, where held 96

§ 88. Steps Necessary to complete Organization 98

§ 89. Adoption of By-Laws 99

§ 90. Election of Directors 100

§ 91. Power to hold Meetings for the Election of Directors without

the Domiciliary State 104

§ 92. Voting by Proxy 104

§ 93. First Directors' Meeting 105

§ 94. Election of Corporate Officers 107

§ 95. Appointment of Executive Committee 107

§ 96. Stock Assessments . 108

§ 97. Certificates required to be made by Officers or Directors after

Organization 109

§98. Time in which Corporation must organize and commence Business 109

S 99. Stock Certificates 110

XIV TABLE OP CONTENTS.

Chapter IV. Issuance And Payment Of Capital Stock

Page

§ 100. General Remarks as to the Issuance and Payment of Capital

Stock upon the Organization of a Corporation 112

§ 101. Manner of Payment of Capital Stock 113

§ 102. Payment of Capital Stock in Services 120

§ 103. Payment of Capital Stock in Property 120

§ 104. Statement of True Value Rule 122

§ 105. Statement of Good Faith Rule 123

§ 106. Statement of " Speculative Value Rule " 125

§ 107. Effect of Appraisal of Property by Directors under Statutory

Authority, when taken in Exchange for Stock 137

§ 108. Effect of Appraisal of Value of Property by State Officials when the same is taken by Corporations in Exchange for their

§ 109. Meaning of Non-Assessable Stock 141

§ 110. Meaning of Full-Paid Stock 142

Chapter V. Legislative Control Over Domestic Corporations

§ 111. Statement of Principal Methods by which Legislative Control

over Domestic Corporations is obtained 145

§ 112. Amendment of Charters 145

§ 113. Reserved Right of the State to repeal Charters 153

§ 114. Legislative Control over Dissolution of Corporations .... 154

§ 115. Forfeiture of Charters 157

§ 116. The Police Power of the State 160

^ § 117. Legislative Investigation into Corporate Affairs . . . . 164

■— § 118. Legislative Requirement of Annual Reports from Corporations 164

§ 119. Inspection of Corporate Books 165

§ 120. Anti-Trust Legislation 167

§ 121. Regulation of Internal Affairs ... 168

-• § 122. Liability of Stockholders for Debts of the Corporation . . . 169

<■* § 123. Statutory Liability of Directors 174

§ 124. Extension of Corporate Existence 176

-§ 125. Taxation of Domestic Corporations 177

§ 126. Regulation of the Right of the Consolidation 178

Chapter VI. Legislative Control Over Foreign Corporations

§ 127. Extent of Legislative Power of the various Commonwealths

over Foreign Corporations 180

§ 128. Doctrine of State Comity 184

§ 129. What constitutes doing Business on the Part of a Foreign Corporation within the State . . 190

TABLE OF CONTENTS.

XT

§ 130. Penalty for transacting Business in a Foreign State -without

obtaining a Permit 195

§ 181. License Tax on Foreign Corporations 198

§ 132. Annual License Tax on Foreign Corporations 199

§ 133. To what Extent is the Taxing Power of the State with reference to Domestic and Foreign Corporations engaged in Interstate Commerce limited by the " Commerce Clause " of the Federal Constitution ? 202

Part II

SYNOPSIS-DIGEST OF THE INCORPORATION ACTS OF THE SEVERAL STATES AND TERRITORIES OF THE UNITED STATES 211-612

Part III. Forms And Precedents

Specific Object Clauses 613-352

General Object Clauses . .... 653-654

Clauses regulating Business 654-661

Preferred Stock Clauses 661-662

Forms for Drawing Charters in all the States and Territories . . . 663-744 Foreign Corporations

Forms for procuring Permits to Transact Business as a Foreign

Corporation in the Several States and Territories . . . 745-801

Forms for Drafting Amendments to Charters . . ... 802-810

Dissolution of Corporations . ... 811-813

Composite Form of Minutes .... ... 813-817

Waiver of Notice of First Meeting of Incorporators . . .... 816

Proxy, Meeting of Incorporators and Stockholders 816-817

Transfer of Subscription . . ... 817

Inspectors' Oath and Certificate . . ... . . 817

Minutes of Organization Meeting of Directors . 818-822

Secretary's Oath . .... . . 8?2

Waiver of Notice of First Meeting of Directors 822

Composite Form of By-Laws ... . 822-828

By-Laws of United States Steel Corporation . . . 828-835

Miscellaneous Forms and Precedents . . 835-878 Suggestions relative to Drafting of Charters and Preparation of

Minutes for the Organization Meeting of Corporations . . . 878-881

Table of Organization Tax for all the States and Territories . . . 883 Table of Annual Franchise Tax upon Domestic Corporations .... 884

Table of Taxes imposed upon Foreign Corporations . . . 885-886

Index to Synopsis-Digest op the Incorporation Acts op the

Several States and Territories ... . . ... 913

Index to Forms and Precedents ... 915-926

A TEEATISE

ON THE

INCORPORATION AND ORGANIZATION OF CORPORATIONS.

Introduction

The development of the modern business corporation act has been most curious and interesting. Previous to the year 1837 charters could be procured only by special act of the legislature. In that year the legislature of Connecticut passed the first business corporation act that went into force and effect in the United States. It was drawn by Theodore Hinsdale, of Winchester, Connecticut, a Yale graduate of the class of 1821. As this act forms the basic work of most of the business corporation acts of to-day, it deserves more than passing notice. It was drafted for the purpose of permitting incorporation thereunder of companies for the purpose of carrying on a manufacturing, mechanical, mining, and quarrying business. The statutory powers of corporations incorporated thereunder were enumerated as follows : To sue and be sued, to have a common seal, to elect officers, to fix their compensation and duties, to establish by-laws, to employ agents, mechanics, and laborers. Incorporation was limited to one purpose, to be distinctly and definitely set forth in the articles of agreement which were required to be signed by all the incorporators. A board of directors was provided for; also a president, secretary, and treasurer. Power was given to the corporation to forfeit stock of stockholders for non-payment of stock subscriptions. The corporation also had a lien upon the stock of its members for debts. After the articles were signed and the corporation organized and the articles of association published, i 1

INCORPORATION AND ORGANIZATION OF CORPORATIONS.

the officers were required to make and file with the Secretary of State (and a duplicate thereof with the town clerk of the town where the corporation was to transact its business) a certificate setting forth, (1) the purpose of the corporation ; (2) the amount of its capital stock; (3) the names of stockholders and the number of shares held by each. Annual reports were made obligatory. Stockholders were made liable for all capital refunded to them, and made personally liable for the declaration of illegal dividends.

The passage as well as the operation of the first Connecticut act was watched closely by the legislative bodies of the neighboring States, with the result that by 1850 there were in the neighborhood of a score of general business corporation acts in force and effect in various parts of the country modelled with some few exceptions closely after the Connecticut act above referred to. The operation of these general acts was so satisfactory that a new element appeared in the passage by various States of constitutional amendments forbidding absolutely the creation of private corporations for purposes of profit by special act of the legislature. This has been continued until at the present time special charters cannot be procured save in seven of the Commonwealths.

The next development is to be noted along the line of enlargement of corporate purposes and powers. Gradually the restriction of the earlier incorporation acts limiting the right and benefits thereof to those desiring to incorporate companies for manufacturing and mining purposes was removed so as to permit practically of incorporation for any lawful purpose. At the same time there came a demand on the part of prospective incorporators for greater powers than were permitted at common law, — such, for example, as the right to perform constituent acts outside of the domiciliary State, to hold stock and bonds in other corporations, and to amend their charters unrestrictively. In this way there came to be found in many of the corporation acts a large number of extraordinary powers which were not recognized at common law. This served to greatly popularize the corporate form of organization as compared with individual, partnership, or joint stock company enterprises. The result which followed was natural. The several State legislatures proceeded one after the other to enact statutes, compelling incorporators when organizing 2

INTRODUCTION.

corporations to pay a license tax graduated according to the capitalization of the corporation. In this way certain States — notably New Jersey, New York, Delaware, West Virginia, and Maine — have secured a very large revenue — all to the satisfaction of the average tax-payer.

It is characteristic of State legislatures that they never fail to take advantage of an opportunity to relieve a majority of voters from the burdens of taxation at the expense of a few. Doubtless it was with this laudatory purpose in mind that they next proceeded to enact statutes requiring corporations to pay an annual license tax based upon either their authorized capitalization, the amount of capital invested in the State, or the amount of dividends paid annually to stockholders. The success of a few States in securing large revenues from both organization and license taxes resulted in legislative action in other States taken with a view to securing a proper share of the incorporation business, which had hitherto enured to the benefit of two or three favored Commonwealths. This may be properly described as the era of the " tramp corporation." That is, it was about this time that there appeared a well-defined tendency on the part of incorporators to go outside of the State of their residence for a charter under which they planned to do business exclusively in some foreign State. The result has been that incorporators have gradually accustomed themselves to going for their charters to those States which are commonly known as leading incorporating States. In this group will be found at the present time New Jersey, New York, Delaware, West Virginia, South Dakota, Maine, Nevada, Arizona, Connecticut, District of Columbia, Virginia, Oklahoma, North Carolina, and Alabama.

Speaking in general terms, it may be said that a great majority of the business corporation acts in force in this country to-day are sadly in need of revision. Thus, for example, the incorporation acts of Iowa, Nebraska, New Hampshire, Vermont, Rhode Island, Arizona, Mississippi, and the District of Columbia are more or less crude in construction, and lack many of the essentials of complete and satisfactory acts. The incorporation laws of Georgia, Pennsylvania, and Maryland are veritable " legal antiques," and would bear revision without any injury whatever to the best interests of those Commonwealths. The incorporation acts of Indiana, Minnesota, Tennessee, Pennsylvania, and Louisiana are

INCORPORATION AND ORGANIZATION OF CORPORATIONS.

so involved as to lead to almost certain confusion when an attempt is made to take advantage of their provisions.

In regard to the attitude taken by the legislatures of the several States in the framing of these General Acts, attention is called to some remarks of the Committee on Corporations addressed to the legislature of Massachusetts in 1903, which were as follows :

"The history of corporations, as well as the logic of the case, shows that there are possible two general theories as to the State's duties in creating corporations. First, the old theory that being creatures of the State, they should be guaranteed by it to the public in all particulars of responsibility and management ; and the modern, quite opposite theory that, in the absence of fraud in its creation or government, an ordinary business corporation should be allowed to do anything that an individual can do. Under the old theory the capital stock of a corporation was, in the law, considered to be a guarantee fund for the payment of creditors as well as affording a method of corporate enterprise. There resulted from this principle not only the fundamental proposition that the capital stock, being in the nature of a guarantee fund, should be paid for at its par value in actual cash, but all the other provisions to protect creditors or other persons having dealings with the corporation, such as that the debts of a corporation should not exceed its capital stock, designed primarily in the interest of creditors, and secondarily in that of the stockholders, who are looked after as carefully as if they were wards of the State when dealing in corporation matters. Under the modern theory, the State owes no duty to persons whp may choose to deal with corporations to look after the solvency of such artificial bodies ; nor to the stockholders to protect them from the consequences of going into such concerns, the idea being that in the case of ordinary business corporations the State's duty ends in providing clearly that creditors and stockholders shall be at all times precisely informed of all the facts attending both the organization and the management of such corporations, and particularly that there shall be full publicity given to all details of the original organization thereof."

It may be of some practical value at this point to inquire briefly what are the advantages of conducting business under corporate management rather than as an individual or a copartnership enterprise. These advantages may be enumerated as follows :

First, Immunity from individual liability for debts arising out of the conduct of the business. 4

INTRODUCTION.

Second, The securing of the element of perpetuity for the life of the enterprise in hand, so that the death of any of the parties interested does not interfere with the conduct of the business.

Third, The good-will and prestige of the business is not then the property of an individual, but belongs to the corporation.

Fourth, The ease with which capital is obtained for the use of the business through the sale of stock, thus doing away with the danger or necessity of admitting general or special partners into the concern.

Fifth, The facility with which money can be obtained by the sale of bonds or preferred stock.

Sixth, The ease with which individual interests in a business may be sold or transferred, without the necessity of obtaining the consent of a third party to the sale.

Seventh, The removal of the danger of being ruined through the dishonesty or extravagance of a partner.

Eighth, The small expense connected with the incorporation of an enterprise.

Ninth, The wide and far reaching extension of the powers of a corporation as compared with that of individuals and copartners.

But the advantages of corporate management being stated, the question then arises : Where should the business man of to-day go to procure a charter for the enterprise he may have in hand ? With forty-five States, five Territories, and the District of Columbia all offering facilities for incorporation, the task of selection therefrom is by no means an easy one. Where the capitalization is small or the corporate purposes simple, it is sometimes, though not always, best to procure a charter from the State where the principal prospective incorporators reside or where they propose to carry on the company's business. On the other hand, if the capitalization is to be sought in other localities, the proposed corporate business interstate in character, or the prospective capitalization large, and the corporate purposes sought for broad in character, then it may be of great advantage to procure a charter in some outside State. Under such circumstances recourse is usually had to what are recognized as the leading incorporating States already referred to.

But to go further, it may be stated that a proper investigation into the question as to where to look for a charter best suited to the immediate purposes of the proposed corporation must necessa-

INCORPORATION AND ORGANIZATION OF C0RP0RATI6N8.

rily entail an investigation among many others into the following matters :

1. Nature of the business corporation act of the State wherein it is proposed to incorporate.

2. Policy of such States towards corporations, domestic and foreign.

3. Publicity required as to the condition of corporations organized under the laws of that particular State.

4. Extent of legislative control over private corporations.

5. Nature of corporate powers desired.

6. Initial expense.

7. Amount of annual franchise tax, if any.

8. Amount of capitalization permitted, and the par value of shares allowed.

9. Time within which the capital stock must be paid up.

10. Question as to whether stockholders' and directors' meetings must be held within the State in which the charter is procured.

11. Question as to whether the principal office of the corporation may be maintained outside of the State of its organization.

12. Ascertainment of the question as to whether stock can be legally issued for property or services instead of for cash.

13. Inquiry as to what extent the appraisal of the board of directors of the property or services paid for by the issuance of stock is conclusive upon the creditors of the corporation seeking, in case of insolvency, to enforce an alleged liability for unpaid stock.

14. Power to issue preferred stock.

15. Par value of the corporate shares desired.

16. Power to create debts.

17. Ease or difficulty with which the charter may be amended.

18. Amount of stockholders' liability, if any.

19. Extent of directors' liability, if any.

20. Ease or difficulty with which the corporation may be dissolved.

21. Nature of the laws of the various States with reference to the terms and conditions under which foreign corporations may do business therein.

Each of the foregoing questions has its proper bearing when it comes to deciding where to go for a charter for some particular business enterprise which it is proposed to prosecute under the form of corporate organization.

INTRODUCTION.

A discussion of each of these matters will be found in Part I. of the present treatise.

Turning now to the character of the business corporation acts passed by the legislatures of the various States and Territories, it will be apparent to all that many of them are " wonderfully and fearfully made."

If one were to attempt to characterize and compare the various incorporation acts of the several States and Territories, it would be found a task of great difficulty, for the reason that it is almost impossible to find a logical basis for classification. Any number of arbitrary classifications might be adopted, but these would be of no value to either the practitioner or the public at large. Whatever attempt may be made here along this line must be based solely upon the most general lines of similarity of the incorporation acts of various States. As a preliminary to this, it has been noted that certain States and Territories are known and recognized as " leading incorporating States." The ones to which reference is made are New Jersey, New York, Delaware, West Virginia, Maine, South Dakota, Connecticut, Massachusetts, Arizona, Nevada, District of Columbia, and Virginia. The great majority of charters taken out annually in this country are procured in the foregoing enumerated States and Territories.

By many the New Jersey act is considered to be a model of what a business corporation act should be. This fact, coupled with the large revenue secured by the State of New Jersey through this medium, has resulted in the passage in other States of statutes modelled more or less closely after the New Jersey act. This fact prompts the first classification that will be attempted here, which will be termed the " New Jersey Class." Within the limits thereof may be properly included not only New Jersey, but New York, Delaware, West Virginia, Alabama, Nevada, North Carolina, New Mexico, and Virginia as well.

Another classification would embrace a large number of Western States and Territories, which to a greater or less extent have modelled their corporation acts along the same general lines as that of California. This class may properly be referred to as the " California Class," and included therein will be found Colorado, North Dakota, South Dakota, Oklahoma, Idaho, Montana, Oregon, Washington, Utah, Wyoming, Texas, and Arizona.

INCORPORATION AND ORGANIZATION OP CORPORATIONS.

Another group will be known as the " Maine Group," for the reason that the plan has been therein adopted of having the corporation organized before a certificate of incorporation or organization is filed with or issued by the State officials. In this class belong Maine, Massachusetts, Connecticut, Illinois, Missouri, Arkansas, and Indian Territory.

Iowa and Nebraska have acts very closely resembling each other, and may be grouped as the "Iowa Class." In another group, which we shall call the " Pennsylvania Class," are to be found Pennsylvania, South Carolina, Florida, Mississippi, and Kansas. The distinguishing feature of this class is that the incorporation scheme adopted embraces a petition for incorporation by the incorporators addressed to State officials, to be followed by the filing of a certificate of incorporation if the petition is favorably acted upon.

Another group may be known as the " Kentucky Group," in which belong Kentucky, Ohio, New Hampshire, Rhode Island, and Vermont. The resemblance here, it must be admitted, is more fancied than real, and probably does not depend upon any actual intent to copy the first Kentucky act. In the " Michigan Class " are to be found Michigan, Wisconsin, and Minnesota, all of which possess acts resembling each other in certain features. It is impossible to place Georgia, Indiana, Louisiana, Maryland, and Tennessee in any specified class. They all possess inadequate and certainly unique business corporation acts, which are not likely to be copied by any other State in this day and generation.