Act of incorporation

“ In courts of law, an act of incorporation and a corporate name are necessary to enable the representatives of a numerous association to sue and be sued. 'And this corporation can have no legal existence out of the bounds of the sovereignty by which it is created. ”

“ Now, we freely subscribe to the rule that neither privileges, powers, nor authorities, can pass by an act of incorporation, unless they be given in unambiguous words, and that an act giving special privileges must be construed strictly. ”

“ One of its provisions, contained in § 573, is that the 'provisions of all charters and articles of incorporation, whether granted by special act of the general assembly or obtained under any general incorporation law, which are inconsistent with the provisions of this chapter concerning similar corporations, to the extent of such conflict, and all powers, privileges, or immunities of any such corporation which could not be obtained under the provisions of this chapter, shall stand repealed on September 28, 1897. ”

“ Now, persons dealing with the managers of a corporation must take notice of the limitations imposed upon their authority by the act of incorporation. Their powers are conceded in consideration of the advantage the public is to receive from their discreet and intelligent employment, and the public have an interest that neither the managers nor stockholders of the corporation shall transcend their authority. ”

“ Property they must hold, and, if not held as a corporate body, they must hold it as joint tenants—tenants in common—or they must have trustees to hold it for them, or a part must hold as trustees for the rest; and hence arise innumerable difficulties, litigations, and disagreements—difficulties that will not arise in corporate bodies. You have only to take care, when an act of incorporation is granted, that no powers be granted that may have an injurious effect. ”

“ Besides these territorial corporations for purposes of government, as counties, towns, cities, &c., there are incorporated companies for carrying on business of various kinds, as turnpike and rail-road companies, and companies for the purposes of banking, insurance, manufacturing, &c. These kinds of business, to be carried on successfully, sometimes require a larger amount of money than one man possesses. A number of persons, therefore, unite their capital under an act of incorporation granting them power to manage their business which they could not have in an ordinary business partnership. ”

“ The thorough carrying out of a policy of recognition would demand a Federal incorporation act, under which all corporations engaged in anything but an exclusively local business would be obliged to organize ”

“ All debts and liabilities, whether certain or contingent, of an incorporated association that was a party to the amalgamation existing at the date of the grant of the certificate of incorporation of the incorporated association formed by the amalgamation, shall, by reason of this Act, become and be the debts and liabilities of the incorporated association formed by the amalgamation. ”

“ By the 11th section of the act of incorporation, (act of 18th February, 1811, ch. 86.,) it is enacted, 'That the shares of the capital stock, at any time owned by any individual stockholder, shall be transferrable only on the books of the bank, according to such rules as may, conformably to law, be established in that behalf, by the president and directors ”

“ That act makes provision for the formation of corporations for any lawful purpose, except banking, insurance, real-estate brokerage, the business of loaning money, and the operation of railroads other than horse and dummy railroads. It also makes provision for the incorporation of societies, corporations, and associations for any lawful purpose, not for pecuniary profit, 'capable of taking, purchasing, holding, and disposing of real and personal estate for purposes of their organization.' Sections 29, 31. ”

“ The indivisible unity between the members of a corporation of this kind in respect of the fund from which their rights are to be enforced and the consequence that their rights must be determined by a single law, is elaborated in Supreme Council of the Royal Arcanum v. Green, 237 U.S. 531, 542, 35 S.C.t. 724, 59 L. Ed. 1089, L. R. A. 1916A, 771. The act of becoming a member is something more than a contract, it is entering into a complex and abiding relation, and as marriage looks to domicil, membership looks to and must be governed by the law of the State granting the incorporation. ”

“ Provision should also be made for complete publicity in all matters affecting the public, and complete protection to the investing public and the shareholders in the matter of issuing corporate securities. If an incorporation law is not deemed advisable, a license act for big interstate corporations might be enacted ”

“ All the other methods therefore whereby corporations exist, by common law, by prescription, and by act of parliament, are for the most part reducible to this of the king's letters patent, or charter of incorporation. ”

“ Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, That the Legislative Assemblies of the several Territories of the United States shall not, after the passage of this act, grant private charters or especial privileges, but they may, by general incorporation acts, permit persons to associate themselves together as bodies corporate for mining, manufacturing, and other industrial pursuits. ”

“ If the company issues different classes of shares, special provisions may be made from class to class with respect to the subscription for new shares, the consolidation, split, or retirement of shares or the allotment of shares in consequence of a merger or split of companies, even where no such matters have been provided in the articles of incorporation. ”

“ An incorporated association is declared to be an excluded matter for the purposes of section 5F of the Corporations Act in relation to the whole of the Corporations legislation other than to the extent referred to in subsection (2) . ”

“ Article 172 (Incorporation of Company)
A company shall come into existence upon the registration of its incorporation at the place of its principal office.
Article 173 (Restriction on Legal Capacity)
A company shall not become a member with unlimited liability of another company.
Article 174 (Merger of Companies)
(1) A merger of companies shall be permissible. ”

“ In 1837 Connecticut passed a statute making this
unnecessary and enabling a group of persons to become a corporation on
complying with certain simple requirements. New York placed a similar
provision in its constitution of 1846. The Dartmouth College decision of
the United States Supreme Court in 1819, interpreting an act of
incorporation as a contract, which, by the Constitution, no State can
violate, still further humored and aided the corporation system. ”

“ An incorporated association must notify the Registrar in writing of its transfer of incorporation within 14 days after it is registered or incorporated as a prescribed body corporate.
31B
Validity of contracts [10] A contract to which an incorporated association is a party is not illegal, void or unenforceable by reason only that the incorporated association fails to comply with a direction of the Registrar under this Part. ”

“ Corporations may, therefore, be very well said to be for public use, of which the property and privileges are yet private. Indeed, there may be supposed to be an ultimate reference to the public good, in granting all charters of incorporation ”

“ The Legislature should “pass one general law, which will allow any set of men, who choose to associate together for any purpose, to form themselves into that convenient kind of partnership known by the name of incorporation”; so that any group would be permitted freely to form an insurance company, a bank, or a college granting degrees. ”

“ The corporations, mortgagees, and bondholders, under such circumstances, acquire their rights subject to the reserved power of the legislature to enlarge or diminish the franchises conferred, and to increase or reduce the burdens thereon. Purchasers succeeding to properties and franchises of corporations thus situated cannot occupy any better position in respect to their application for a new charter of incorporation. ”

“ The internal affairs doctrine is a long-standing choice of law principle which recognizes that only one state should have the authority to regulate a corporation's internal affairs - the state of incorporation. ”

“ The existing laws, it is believed, are not unreasonable in their general provisions, and although more than one attempt has been already made to encourage private investment in turnpike stock, the terms of incorporation have in none been sufficiently approved. ”

“ A treatise describing and comparing the incorporation laws of the various states and territories of the Union. Every step in obtaining a charter, incorporating, issuing stock, and going into bankruptcy is fully described for every class of corporation and with reference to the statutes of every commonwealth. ”

“ The traditional conflicts rule developed by courts has been that internal corporate relationships are governed by the laws of the forum of incorporation. See Macey & Miller, Toward an Interest-Group Theory of Delaware Corporate Law, 65 Tex. ”

“ The principle governing these decisions, so plain that it needs no reasoning to support it, is that those who seek and obtain the benefit of a charter of incorporation must take the benefit under the conditions and with the burdens prescribed by the laws then in force, whether written in the Constitution, in general laws, or in the charter itself. ”

“ The objects for which a corporation is created are universally such as the government wishes to promote. They are deemed beneficial to the country; and this benefit consitutes the consideration, and in most cases, the sole consideration of the grant. In most eleemosynary institutions, the object would be difficult, perhaps unattainable, without the aid of a charter of incorporation. ”