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Preface to the Second Edition.
The amendments to the General Corporation Act of New Jersey by the Legislature of 1899 would not in themselves have called for another edition, but the generous treatment accorded the first edition exhausted the publication.
Corporation lawyers from all parts of the United States have during the past year organized many companies of importance in New Jersey, thus enabling the author, in extending the scope of the former edition, to add, as the important feature of a second publication, carefully selected corporation precedents.
These precedents, it is thought, will be of service to the profession in every state, not only in the organization of New Jersey companies, but as well in the formation of corporations under the laws of other states, as examples of the best and most modern work of corporation specialists.
The developed law of the State of New Jersey, owing to the high standing of the Bench, is worthy of attention, and a digest of the reported corporation cases is added. (See pp. 163-178.)
In connection with the General Assignment Act of 1899, which is by express language made applicable to corporations (see p. 159), and the provisions of the General Corporation Act respecting insolvency, the National Bankruptcy Act in all its hearings should be carefully considered.
While the appellate courts have not passed upon the decision of William H. Hotchkiss, Esq., Referee in Bankruptcy (District Court of the United States, Northern District of New York), in the matter of the Empire Metallic Bedstead Co., an alleged bankrupt, as yet reported only in the New York Law Journal, June 7, 1899, nevertheless the conclusions advanced in that opinion are entitled to careful consideration.
In the preparation of the second edition the writer is again under obligation, for his assistance, to Mr. John S. Parker, of the New York Bar.
JAMES B. Dill. 27 Pine street, New York, July 1, 1899.
Preface to the First Edition.
Since 1875 it has been the announced and settled policy of the State of New Jersey to attract incorporated capital to the State, by the enactment of laws first wise and then liberal and by like legislation to protect capital thus invested against attacks from within and from without.
The Legislature, irrespective of party, has never hesitated to pass promptly any law which tended to improve the general scheme of incorporation.
The State has kept pace with modern legislation along these lines, remodelling and amending the corporation acts whenever necessary to meet new demands and fresh emergencies, but always with a view of doing no violence to the established scheme of incorporation, and always preserving vested rights and acquired franchises.
The “Revision of 1896" was intended to meet the modern tendency of business concerns to incorporate. It recognizes the commercial need for a system of organization of private companies, as distinguished from quasi public corporations, whose salient features are simplicity of organization and management, freedom from undue publicity in the private affairs of the company, and facility of dissolution without recourse to judicial proceedings.
The amendments of 1897 were pronounced in their individuality, and made it apparent that the State of New Jersey would by prompt and remedial legislation protect her corporations, stockholders, and incorporators from attack, confining, as far as practicable, all questions of construction of New Jersey corporation laws, so far as they affected the officers and incorporators of any company, to the courts of New Jersey.
The Laws of 1898, the Session just passed, follow somewhat along the line of the English “Companies Act, 1862."
The acts of 1898 have three characteristics, each distinct, each important.
The first, restrictive: Intended as a terror to the fraudulent promoter and the tramp corporation, and calculated to deter bubble organizations from claiming the State of New Jersey as their place of residence.
Compelling every corporation from its inception to its dissolution to maintain a registered office in the State of New Jersey with an agent in charge upon whom process may be served and to whom stockholders and creditors may go for information as to the personnel of the company, its assets and property. This registration of the office and the name of the agent is required to be made in every certificate, statement or report filed or published.
The second, protective : Having thus established a registered office within the State of New Jersey, where its officers, stockholders and creditors may go to obtain information which they are entitled to receive, the law closes this information to the tax gatherers of other states, and to outsiders, by making it unnecessary in the public statements made and filed to give any other address of officers and stockholders than this registered office.
Chapter 173 of the Laws of 1898 emphasizes the principal characteristic of the New Jersey act that corporations must be respectable, that the “tramp corporation” is not wanted, and that the bubble organization must seek a place of abode elsewhere than in the State of New Jersey.
The third, remedial : By an act passed the previous year the power was given the State Board of Assessors to modify the taxes of any corporation, and by an act passed this year it was left to the discretion of the Governor and the Attorney-General to remit the taxes of any corporation whose charter had been forfeited by reason of non-payment, and to restore the corporation to its powers and franchises upon payment of such sum as to the Governor and Attorney-General should seem proper, not less, however, than the initial charge for incorporation.