in which its principal office is located, nature of the business, amount of capital stock, not less than $2,000, the number of shares, not less than $25 each, the amount with which business will be begun, not less than $1,000, and the different classes of stock, and the limitation of time, if any. The certificate may also contain any lawful provisions for the regulation of business, defining the powers of the corporation, the directors, or any class of stockholders. This certificate, signed and sworn to by the incorporators, shall be filed in the office of the secretary of state, and a certified copy shall be filed in the office of the town clerk of the town in which it is located. Corporate existence begins with the filing of the certificate and paying the state tax.

After the required amount of capital stock has been subscribed, a majority of the incorporators shall call the first meeting of the corporation, at a time and place designated by a notice published twice, at least 7 days before, in a newspaper of the state circulating in the town where the corporation is located; which notice may be waived by all the subscribers in writing. Business shall not be begun until its directors are elected and by-laws adopted, nor until the directors have filed with the secretary of state a sworn certificate stating the amount of capital stock paid in, whether in cash or otherwise, and the name, address, and place of residence of each subscriber, and of each officer and director. No corporation shall begin business until at least 50 per cent. of its authorized stock has been subscribed for by bona-fide subscribers; nor until 20 per cent. of said subscriptions has been paid in, amounting at least to $1,000. No stock shall be issued until paid for in full. Increase or reduction of capital, or issue of preferred shares, must be approved by two-thirds of all outstanding stock of each class at a specially named meeting. A tax must be paid, on filing the certificate, of 50 cents on every $1,000 of authorized capital up to $5,000,000; and of 10 cents on every $1,000 of excess, which in no case shall be less than $25, which shall be in lieu of all other taxes on its franchise. The same tax must be paid on an increase of capital stock.

All stockholders' meetings shall be held in this state. The directors shall be elected annually. They shall at least once a year make a detailed report of the financial condition of the corporation to the stockholders. Stockholders voting for a reduction of capital stock rendering the corporation insolvent are jointly and severally liable for any indebtedness existing at the time of such vote. The president and treasurer shall annually, on or before February or August 15, file with the secretary of state and the town clerk a sworn certificate stating the names and addresses of officers, and of stockholders whose stock is not full paid, the location of its principal office, the amount of its capital stock, and certain other matters. Foreign corporations are under all the obligations of domestic ones, including the making of annual reports. Such corporations before doing business

in this state, must file with the secretary of state a certified copy of its charter together with a sworn statement showing the amount of its capital stock and the amount paid thereon, and, if any part of such payment were made otherwise than in money, the particulars thereof. They shall also appoint the secretary of state attorney, upon whom process may be served. The fee for filing the copy of certificate is $10,

and $5 for filing the statement.

Delaware. - Corporations are organized under the general Corporation Act of 1899. The act provides special modes of incorporation for steam railroads, electric railroads, electric-light, heat, and power companies. Other corporations are organized as follows: Not less than three persons may be incorporators. There must be filed a certificate with the secretary of state setting forth the name of the corporation; the name of the place in which its principal office or place of business is to be located in this state; the nature of the business; the amount of the total authorized capital stock of the corporation, which shall not be less than $2,000, the number of shares into which the same is divided, and the par value of each share; the amount of capital stock with which it will commence business, which shall not be less than $1,000, and, if there be more than one class of stock created by the certificate of incorporation, a description of the different classes, with the terms on which the respective classes of stock are created; provided, however, that the provisions of this paragraph shall not apply to religious or literary corporations, unless it be desired to have a capital stock; in case any religious or literary corporation desires to have no capital stock, it shall be so stated, and the conditions of membership shall be also stated; the names and places of residence of each of the original subscribers to the capital stock, or if there be no stock, of the original corporators; whether or not the corporation is to have perpetual existence; if not, the time when its existence is to commence and the time when its existence is to cease; by what officers or persons the affairs of the corporation are to be conducted, and the time and place at which they are to be elected; the value of the real and personal estate of which the corporation may become seized and possessed; the highest amount of indebtedness or liability which the corporation may at any time incur; whether the private property of the stockholders, not subject by the provisions of the law under which it is organized, shall be subject to the payment of corporate debts, and, if so, to what extent. The certificate of incorporation may also contain any provisions which the incorporators may choose to insert for the regulation of the business and for the conduct of the affairs of the corporation, and any provisions creating, defining, limiting, and regulating the powers of the corporation, the directors, and the stockholders, or any class of the stockholders, provided such provisions are not contrary to the laws of this state.

Original stock and stock transfer books may be kept out of the state, if duplicates of such books be kept at the principal office in this state. Stock fully paid up is non-assessable, A fee of 15 cents for each $1,000 of the total amount of capital stock authorized is payable to the secretary of state upon the filing of the certificate of incorporation, but in no case is the fee less than $20. Stockholders' meetings may be held out of the state, if so provided by the by-laws. Cumulative voting may be provided for by the by-laws. Directors may hold their meetings outside the state. Foreign corporations are required to file with the prothonotary of each county a certificate of the name of an authorized agent, upon whom service of process may be made.

District of Columbia.-There is a general law for the formation of institutions of learning; religious societies; societies for benevolent, charitable, educational, literary, musical, scientific, religious, or missionary purposes; manufacturing, agricultural, mining, mechanical, insurance, mercantile, transportation, market, and savingsbank corporations; cemetery associations; boards of trade; railroad companies. No further street railroads shall be laid down in the city of Washington without the consent of congress. Three or more persons may be incorporators. There are the usual requirements as to execution, recording, and contents of the certificate. The term of existence is limited to 20 years, except where the object is life insurance. Nothing but money is to be considered as payment on stock. One-half of the capital stock must be paid within 1 year, and the other half within 2 years from the incorporation. Stockholders are individually liable to an amount equal to the stock held by them.

Florida. -Corporations are generally created under the general incorporation law of the state, though they may be by special act. Any three or more persons may become incorporated for the transaction of any lawful business of a public or private character. The proposed charter, containing the usual statements, with a notice of an intention to apply for letters patent, shall be published for 4 successive weeks. On due proof and examination the governor then grants the letters patent. A charter fee of $2 for every $1,000 of capital stock is payable to the state, but no fee may be less than $5 or over $250.

Georgia. - Charters of private corporations, except for banking, insurance, railroad, canal, navigation, express, and telegraph companies, are granted by the superior court of the county in which the business is to be transacted, on petition of the persons desiring the charter. The general assembly may grant charters for the above enumerated corporations, but not for others. A general act has been

passed for the incorporation of the latter on petition to the secretary of state. The petition for corporations of the first mentioned class, must state the objects of the association, the business, the corporate name, the amount of capital to be employed, the place of doing business, and the like, and must be published once a week for 1 month before the order granting corporate powers is passed. The charter is limited to 30 years. The payment of 10 per cent. of the capital stock is necessary before beginning business. Foreign corporations are recognized only by comity, and so long as the same comity is extended by the courts of the other states to corporations of this state. They cannot exercise within this state any corporate powers or privileges which by the constitution or laws of Georgia are denied to corporations created by this state, or which are contrary to the public policy of this state, nor are they allowed to own more than 5,000 acres of land in this state, unless they become incorporated under the laws of this state.

Idaho. - There are special provisions for the creation of railroad, wagon-road, and telegraph corporations. The provisions for other corporations are as follows: Five or more persons, the majority of whom must be bona-fide residents of this state, may incorporate. The articles of incorporation must state the usual matters, including the number of directors, and the names and residences of those appointed for the first year. Corporate existence is limited to 50 years. Cumulative voting is allowed. Each stockholder is personally liable for his proportion of the debts of the corporation while he is a stockholder.

Illinois. - Under the general corporation law, corporations for pecuniary profit may be formed for any lawful purpose, except banking, insurance, real-estate brokerage, operation of railroads, or the business of loaning money. Horse and dummy railroads, or organizations for the purchase and sale of real estate for burial purposes only, may be organized and conducted under the general law, and are not within the above exception. Corporations not for pecuniary profit, religious societies, railroads, insurance companies, mutual building, loan, and homestead associations, are organized under other acts. The number of those who sign and acknowledge the statement must not be less than three nor more than seven. The statement must set forth the name of the proposed corporation, the object for which it is to be formed, its capital, the number of shares of which such stock shall consist, the location of the principal office, and the duration of the corporation, which statement shall be filed in the office of the secretary of state. Thereupon a license issues to such persons as commissioners to receive subscriptions. Upon all the stock being subscribed, the stockholders meet and elect directors. The commissioners report the proceedings to the secretary of state, and thereupon a final certificate

of incorporation issues, and upon its being recorded in the office of the recorder of deeds of the proper county, the corporation is fully organized. The corporate existence is limited to 99 years. The shares may not be less than $10 nor more than $100 each. Certificates of stock may be assigned in blank and pass by delivery. The fees of the secretary of state for license are for $2,500 capital or under, $30; over $2,500 and not over $5,000, $50; over $5,000, $50, and in addition $1 for each additional $1,000 capital stock over $5,000. The stockholders may vote by proxy and upon the cumulative system. If the debts of the corporation exceed the amount of its capital stock, the directors and officers assenting thereto are liable to the creditors for such excess. Each stockholder is liable for the debts of the corporation to the extent of the amount unpaid on the stock held by him. The assignor and assignee are jointly liable until the stock is fully paid. It is the duty of the president, treasurer, and secretary to prepare annual reports of the condition of the company, and file them with the secretary of state.

Every foreign corporation carrying on business within this state is required to file in the office of the secretary of state a copy of its charter or articles of incorporation, duly authenticated; and the principal agent in Illinois shall forward to the secretary of state with such articles a sworn statement of the proportion of the capital stock of such corporation, which is represented by its property, located in, and the business transacted in, this state; and shall be required to pay into the office of the secretary of state, upon the proportion of its capital stock represented by its property and business in Illinois, incorporating taxes and fees equal to those required of similar corporations organized in this state. The law does not apply to insurance or to railroad companies which have built a line of railway in this state, or to traveling salesmen soliciting business in the state for corporations entirely non-resident. The penalty for not complying with the laws is a fine of not less than $1,000, and the company is precluded from maintaining any action, either legal or equitable, arising out of contract or tort during such noncompliance.

Indian Territory. - The general corporation laws of Arkansas of 1884 are in force, for which see Arkansas, supra.

Indiana. -Corporations may not be created by special act. General laws have been passed, chief among which are those creating manufacturing and mining companies, voluntary associations, and associations for purposes other than those of pecuniary profit. These three general classes cover practically every kind of mercantile or manufacturing company, as well as associations for social, benevolent, educational, and religious uses. Three or more persons may be incorporators. Articles of association stating the usual things, and