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. ”

“ 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 ”

“ The incorporation of a single individual is not legally possible in this country.
The corporation, because of its peculiar advantages over other forms of business organization, has become the accepted form for most large enterprises. The gathering together of large capital funds, the ease and efficiency of management and control, continuous life, the facility of transfer of ownership, and the limited liability of the stockholders, make the corporate form attractive to the investor and absolutely necessary to the large businesses carried on today. ”

“ 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. ”

“ 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. ”

“ 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 provisions of Section 1 of this Chapter concerning the incorporation of a company shall apply mutatis mutandis to the incorporation of a company under Article 530-2.
(2) Notwithstanding paragraph (1) , a company to be incorporated through division may be so incorporated even through investments made only by the company to be divided. In this case, the provisions of Article 299 shall not apply where the shares of the company to be incorporated are issued to the shareholders of the company to be divided in proportion to their shares. ”

“ The property of a railroad company for purposes of taxation consists of its realty, its local personalty, its rolling stock, its choses in action, and its franchises. The franchise is a privilege conferred by the charter of incorporation, namely the right to exercise all the powers granted in the mode prescribed for the purpose of profit. It is a unit not confined to any one county in which it may be exercised. ”

“ In India, on the con trary, every village of any respectability is an incorporation. It has its council of head men, its rights of jurisdiction, its revenues, and its meetings for the transaction of public business. ”

“ Every company incorporated under the laws of any foreign state or kingdom, or of any state or territory of the United States beyond the limits of this state, and now or hereafter doing business within this state, shall file in the office of the secretary of state a copy of their charter of incorporation, or, in case such company is incorporated by certificate under any general incorporation law, a copy of such certificate and of such general incorporation law, duly certified and authenticated by the proper authority of such foreign state, kingdom, or territory.' Gen. ”

“ 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 person nominated as the first public officer of the proposed incorporated association may perform all such acts and do all such things as may be necessary for securing the incorporation of the company, co-operative, society, association, institution or body as an association under this Act, despite anything to the contrary which may be contained in the constitution or rules (if any) of the company, co-operative, society, association, institution or body. ”

“ 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. ”

“ 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 corporations shall transcend their authority.' 21 How. ”

“ All grants of incorporation shall be subject to future acts of the General Assembly, in amendment or repeal thereof, or in any wise affecting the same, and this provision shall be inserted in all acts of incorporation hereafter granted.
11. The General Assembly shall exercise as heretofore a visitorial power over corporations. Three bank commissioners shall be chosen at the June session for one year, to carry out the powers of the General Assembly in this respect. ”

“ 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 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. ”

“ 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. ”

“ 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. ”

“ 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 property of the foundation must not be managed for seeking interests in favour of any person but for fulfilling the purposes of the foundation itself.
Section111.A foundation must have the articles of incorporation and must have its own board of at least three directors for the operation of its affairs according to the law and its articles of incorporation. ”

“ When corporations 'confine themselves to the purposes and objects of their incorporation, they should not be deemed as transcending their authority, but should be regarded as acting within the scope of those implied incidental powers necessary to the full and advantageous development of those which are expressly given.'
Mead v. ”

“ 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. ”

“ Incorporation and Articles of Incorporation An Incorporated Foundation may be incorporated, limited to Objectives in the public interest, by preparing Articles of Incorporation and obtaining the permission of the supervising ministries. ”

“ 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. ”

“ 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 court speak of the act of incorporation as a grant, and observe, 'that a man may refuse a grant, whether from the government or an individual, seems to be a principle too clear to require the support of authorities.' But Mr. ”

“ 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. ”

“ That the term for which the Corporation is to exist is as long as the Fraternity shall be active and successful.
FIFTH:
The number of Directors or Trustees of this Corporation Fraternity and the names and residences of such of them who are to serve until the election of such officers and their qualifications. ”

“ 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) . ”

“ 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. ”

“ Its creation (except where the corporation is sole) is the investing of two or more persons with the capacity to act as a single individual, with a common name, and the privilege of succession in its members without dissolution, and with a limited individual liability. The right and privilege, or the franchise, as it may be termed, of being a corporation, is of great value to its members, and is considered as property separate and distinct from the property which the corporation itself may acquire. ”

“ I.⁠Every organization, association, combination, or trust of persons or corporations, which seeks to control, combine, pool, or consolidate the business or property of any persons or corporations engaged in any trade, business, or manufacture, or which seeks to consolidate several such properties, or unite several businesses, or place the property of individuals or corporations, or the capital stock thereof, in the hands of individuals for control or management, shall be deemed a corporation, and subject to all the regulations of the laws as such. ”

“ This statute, which extends equally to all denominations of Christians, constitutes societies or associations formed under it, corporations or quasi corporations; and enacts, 'That they shall have power to hold to themselves and successors, all such estates and interests, as they may hereafter acquire, by purchase or otherwise, and the same to sell and transfer, for the benefit of such association.' A society so formed, has the precise power given by the act and no other. The power is limited to future acquisitions; the power to sell is co-extensive with the power of acquisition. ”

“ No seminary of learning is instituted in order to be incorporated; but the corporate character is conferred to subserve the purposes of education. No city was ever built with the sole object of being incorporated; but it is incorporated as affording the best means of being well governed. So a mercantile company is formed with a certain capital for carrying on a particular branch of business. Here, the business to be prosecuted is the end. The association, in order to form the requisite capital, is the primary means. ”

“ By those who affirm this doctrine it is indispensable that they should show as inherent in, and consistent with, the constitution of such corporations, the attributes and qualities to which proceedings like the present are calculated to apply, and with which they can, by any rational or logical comprehension, be made applicable. The metamorphosis which would transmute an aggregate corporation into a natural person, must necessarily transfuse into this new creation the capabilities and qualities of the being into which it is changed. ”