Articles of incorporation

“ If it is deemed impossible, in view of the nature of the undertaking which forms the company's purpose, to commence the whole of the business for more than two years after its incorporation, the company may provide in the articles of incorporation that a specified interest shall be distributed to the shareholders of certain shares during a specified period prior to the commencement of the whole of business: Provided, That the rate of such interest shall not exceed five percent per annum. ”

“ The corporation must file notice of amendments to its articles of incorporation and changes in its place of business or authorized agent. [9]
There is nothing in these sections which attaches the consequence of permanent ouster to a foreign corporation which fails to register. ”

“ If the registrar finds that the application or articles of incorporation are not correct according to section 81 or section 79, the items contained in the application or articles of incorporation are not in line with the purposes of the association, or the persons to become the directors of the association are not of the standing and behaviour suitable for the fulfilment of the purposes of the association, he shall order the applicant to effect rectification or modification correctly. ”

“ A company, co-operative, society, association, institution or body that intends to make an application under subsection (1) may, notwithstanding anything to the contrary in any other Act, make an alteration of its articles of association or rules, or adopt new rules or the model rules, to have effect from the date on which a certificate of incorporation is granted to it under this Act as if it were an incorporated association and the articles or rules were the rules of an incorporated association. ”

“ The articles of incorporation were approved and adopted and the names of the incorporators are as follows: J. M. Thompson, J. J. Walton, W. J. J. Scott, B. F. Dorris, J. G. Gray, J. B. Underwood, J. J. Comstock, A. S. Patterson, S. H. Spencer, E. L. Bristow, E. L. Applegate, A. W. Patterson. ”

“ The persons above named are hereby authorized and directed to cause said corporation to be formed, with such articles or certificate of incorporation, and by-laws, as shall be deemed requisite and necessary, and to define the methods by which said corporation shall conduct its business. ”

“ But there were franchises created by the act of incorporation which would be of no value to the purchaser, which, in the nature of things, could not be transferred to it, and which were not intended to be transferred to it. ”

“ 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. ”

“ 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 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 ”

“ 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 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. ”

“ 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. ”

“ 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. ”

“ 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. ”

“ 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. ”

“ 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 ”

“ 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. ”

“ If what we have said is correct it cannot matter that the agent is a corporation rather than a single man. The meaning of incorporation is that you have a person, and as a person one that presumably is subject to the general rules of law. The only serious question is whether special remedies have been provided by statute that displace those that otherwise would be at the plaintiff's command. ”

“ 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 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. ”

“ In many states they are formed under general laws by a very simple proceeding,-by an instrument signed by the proposed members agreeing to thus unite themselves, stating their number, the object of their incorporation, the proposed capital, the number of shares, the period of duration, and the officers under whose direction their business is to be conducted. ”

“ 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 act of incorporation has been held by the supreme court to be a contract between the state and the corporation, and it cannot therefore be broken. The state must therefore arrange for the control that it desires to exercise over corporations, before the corporation comes into existence. It is here that we have failed. ”

“ The plaintiff insists that the original notes were valid, because a corporation, empowered to hold and convey real estate for the objects of its incorporation, may convey an estate in fee or any less estate in lands which it has purchased, and may therefore make a valid lease of them for any term of years, though extending beyond the limit of its corporate existence. ”

“ It is the object and effect of the incorporation, to give to the artificial person the same capacity and rights as a natural person can have, and when incorporated either by an express charter or one is presumed from prescription, they can take and enjoy property to the extent of their franchises as fully as an individual. ”

“ 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. ”

“ If the conscience of one state became enlightened and a strict corporation law was enacted, the result was simply to drive the irregular concerns into some other state which was willing to sell its privileges for the small fee of incorporation, and ask no questions. As might have been expected, every variety of practice existed in the forty-eight jurisdictions in which corporations might be located. ”

“ There can be no firm which consists of one partner only, as a company may consist of one member. The incorporation of a firm—that process by which an ordinary 284partnership is transmuted into a company—effects a fundamental change in the legal relations of its members. ”

“ The drafting of such a Federal incorporation law would offer ample opportunity to prevent many manifest evils in corporate management to-day, including irresponsibility of control in the hands of the few who are not the real owners. ”

“ The words 'association of persons' are often, and not inaptly, employed to describe a corporation. An incorporated company is an association of individuals acting as a single person, and by their corporate name. ”