§ 53. Texas.

Three or more persons may associate to form a corporation for the following purposes:

398

among others, 399 (8) The construction and maintenance of a telegraph and telephone line.

(12) The supply of water to the public.

(13) The manufacture and supply of gas, and the supply of light, heat, and electric motor power, or either of them, to the public, by any means.

(14) The transaction of any manufacturing or mining business, and the purchase and sale of such goods, wares and merchandise used for such business.

(15) The transaction of a printing or publishing business, and in connection therewith, the sale of goods, wares and merchandise of a stationary and blank book manufacturing business.

(16) The establishment and maintenance of a hotel or steam laundry.

(17) The erection or repair of any building or improvement, and the accumulation and loaning of money for said purposes, and for the purchase, sale and subdivision of real property in towns, cities and villages and their suburbs not exceeding more than two miles beyond their limits; and for the accumulation and loaning of money for that purpose.

(18) The transportation of goods, wares and merchandise, or any valuable thing.

(21) For constructing or acquiring, with power to maintain and operate, street railways and suburban railways and belt lines of railway within and near cities and towns for the transportation of freight and passengers, with power also to construct, own and operate union depots; and any such company using electricity as the motive power for the operation of its lines, shall have the right and authority to supply and sell electric light and power to the public and municipalities.400

398 Tex. Rev. Stat. Art. 641.

399 Ibid. Art. 642.

400 Tex. 1903, ch. 44.

(24) The purchase and sale of goods, wares and merchandise, and agricultural and farm products.

(25) For the purpose of buying and selling goods, wares and merchandise of any description, by wholesale or wholesale and retail; provided, that no corporation created under this subdivision shall be chartered with a capital stock of less than twenty thousand dollars; and provided further, that such wholesale and retail businesses shall not be conducted apart or in separate establishments.

(28) The construction or purchase and maintenance of mills, gins, cotton compresses, grain elevators, wharves, and public warehouses for the storage of products and commodities, and the purchase, sale and storage of products and commodities by grain elevators and public warehouse companies, and the loan of money by such elevator or public warehouse companies.

(29) The accumulation and loan of money; but these subdivisions shall not permit incorporations with banking or discounting privileges.

(37) Trust and surety companies.401

(38) Navigation companies.

(39) For the purpose of doing business in any other State or foreign country:

a. The establishment of land companies to buy, own, sell and convey real estate and minerals and engage in mining, agriculture and stock raising.

b. Doing a general business in merchandise and manufactures. c. The acquisition, construction, maintenance, operating and owning of power and illuminating plants, and systems of every character.

d. The acquisition, construction, maintenance, operating and owning of urban and other lines of railway and all other kinds of transportation and communication.

e. The improvement of harbors and rivers, and the acquisition, construction, ownership and operating of canals, irriga401 Tex. 1903, ch. 127.

tion works, wharves and warehouses; and all kinds of machinery, tools and materials used for all the purposes enumerated in this subdivision; provided, that any corporation organized under the provisions of this subdivision shall only own such real estate in this State as may be necessary for its office; provided further, that for every charter granted under the provisions of this act which may include more purposes than are contained in any one paragraph of this subdivision a separate fee, or tax, shall be paid to the State of Texas for the additional purposes for which such corporation is organized under the various paragraphs of this subdivision."

402

A charter must be prepared, setting forth: 1. The name of the corporation. 2. The purpose for which it is formed. 3. The place or places where its business is to be transacted. 4. The term for which it is to exist. 5. The number of its directors or trustees, and the names and residences of those who are appointees for the first year. 6. The amount of its capital stock, if any, and the number of shares into which it is divided.403 This charter must be subscribed by three or more persons, two of whom at least are citizens of Texas, and must be acknowledged.404 It is then filed in the office of the Secretary of State, 405 and corporate existence then begins.406 Amendments may be made and filed in the same way.407 The duration of the corporation is limited to fifty years; or if no period is limited in the charter, to twenty years.408 The ordinary powers are granted. 409 No corporation created under the provisions of this title shall employ its stock, means, assets or other property, directly or indirectly, for any other purpose

402 The omitted purposes are either not the formation of corporations for profit, or they are apparently of local interest.

403 Tex. Rev. Stat. Art. 643.

404 Ibid. Art. 644.

405 Ibid. Art. 645.

406 Ibid. Art. 646.

407 Ibid. Art. 647. 408 Ibid. Art. 651.

409 Ibid. Art. 651.

whatever than to accomplish the legitimate objects of its creation, 410

The stockholders of all private corporations created for profit and with an authorized capital stock, under the provisions of [the general law], shall be required to pay in at least $100,000, in cash, of their authorized capital stock, or to subscribe at least fifty per cent. and pay in at least ten per cent. of their authorized capital, before they shall be authorized to do business in this State, and whenever the stockholders of any such company shall furnish satisfactory evidence to the Secretary of State that at least $100,000 of its authorized capital stock has been paid in, in cash, or that at least fifty per cent. of its authorized capital has been subscribed and ten per cent. paid in, it shall be the duty of said officer to receive, file and record the charter of such company in the office of the Secretary of State upon application and the payment of all fees therefor, and to give his certificate showing the record of such charter, and authority to do business thereunder; provided, that foreign corporations obtaining permits to do business in this State shall show to the satisfaction of the Secretary of State that at least $100,000 in cash of their authorized capital stock has been paid in, or that fifty per cent. of their authorized capital stock has been subscribed and at least ten per cent of the authorized capital has been paid in, before such permit is issued.411

§ 54. Utah.

Five or more persons, at least one of whom must be a resident of the State, may form a corporation "for any purpose for which individuals may lawfully associate." No corporation can take the name of a corporation theretofore organized under the laws of this State, nor of a foreign corporation having complied with the laws of this State so as to entitle it to do

410 Ibid. Art. 665.

411 Ibid. Art. 642, cl. 56, as amended, 1901, ch. 15.

business within this State, nor one so nearly resembling the name of any such corporation as to be misleading. The Secretary of State may refuse to issue a certificate of incorporation to any association violating the provisions of this act.412 The incorporators shall enter into an agreement in writing, signed by each of them, and sworn to by at least three of their number, as hereinafter provided, before the county clerk or any notary public of the county in which they have established or intend to establish their principal place of business, stating: 1. The name of the incorporation. 2. The precinct or city where it is organized. 3. The names of the incorporators and their places of residence. 4. The time of its duration, which shall not in any case be less than three nor more than one hundred years. 5. The pursuit or business agreed upon, specifying it in general terms. 6. The place of its general business. 7. The amount of stock each party has subscribed. 8. The amount of each share, and the limit of capital stock agreed upon. 9. The number and kind of officers, their qualifications and term of office, and the time and manner of their election, removal, and resignation, with the names of the officers to serve until the first general election; Provided, that in no case shall the number of directors be less than three nor more than twenty-five. 10. How many of the entire board of directors shall be necessary to form a quorum and be authorized to transact the business and exercise the corporate powers of the corporation; provided, that a quorum shall not be less than one-fourth of the entire number. 11. Whether or not the private property of the stockholders shall be liable for its obligations. 12. Such additional clauses as the incorporators deem necessary for conducting the business of the corporation and for its future safety and welfare.413

To the agreement prepared in accordance with the provisions of the preceding section, there shall be added the oath of affirmation of three or more of the incorporators taken

412 Utah Rev. Stat. § 314.

413 Ibid § 315.