57. Washington.

Two or more persons may be incorporated for the following purposes by subscribing and acknowledging articles of incorporation, and filing a copy with the Secretary of State and another with the county auditor of the county in which the principal place of business of the company is intended to be located, and retain the third in the possession of the corporation. Said articles shall state the corporate name of the company, the object for which the same shall be formed, the amount of its capital stock, the time of its existence, not to exceed fifty years, the number of shares of which the capital stock shall consist, the number of trustees and their names, who shall manage the concerns of the company for such length of time (not less than two nor more than six months) as may be designated in such certificate, and the name of the city, town or locality and county in which the principal place of business of the company is to be located. Amendments may be made to the articles of incorporation, by supplemental articles, executed and filed the same as the original articles.435 Corporations may be formed for manufacturing, mining, milling, wharfing and docking, mechanical, banking, mercantile, improvement and building purposes, or for the building, equipping and managing water flumes for the transportation of wood and lumber, or for the purpose of building, equipping and running railroads, or constructing canals or irrigation canals, or engaging in any other species of trade or business: Provided, That no such corporation shall commence business or institute proceedings to condemn land for corporate purposes until the whole amount of its capital stock has been subscribed; And, Provided further, That the provisions of the foregoing proviso shall not apply to corporations engaged exclusively in loaning money on real estate, nor to corporations engaged exclusively in raising money from, and loaning or repaying it to, their own members, and which confine their

435 Wash. Gen. Stat. § 1498.

loaning and business operations wholly to the counties of their principal place of business, respectively, and to the counties adjacent and adjoining thereto.436 It is now provided that corporations may be formed for any purpose for which individuals may lawfully associate.4

437

The ordinary powers are granted; 438 but there is no power to issue bills, notes, or other evidences of debt for circulation as money. A list of the stockholders shall be kept which shall be open to the inspection of stockholders and creditors.440

439

§ 58. West Virginia.

Five or more persons may sign an agreement in which shall be set forth: I. The name of the corporation; but no name shall be assumed already in use by another existing corporation of this State, nor so nearly similar thereto in the opinion of the Secretary of State as to lead to confusion or uncertainty; II. The location of its principal business and of its chief works; III. The object or objects for which the corporation is formed; IV. The capital stock, number and par value of shares, and amount of capital paid in; and if more than one class of stock, a description of them; V. The names and post-office addresses of the incorporators, and the number of shares subscribed for by each; VI. The period limited for the duration of the corporation; VII. The agreement 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 provision creating, defining, limiting and regulating the powers of the corporation, the directors and the stockholders, or any class or classes of the stockholders, provided such provision be not inconsistent with the law of this State. 441

436 Ibid. § 1497, amended 1895, p. 338, § 1.

437 Wash. 1903, p. 124, § 1.

438 Wash. Gen. Stat. § 1500.

441 W. Va. Code, ch. 54, § 6, as amended, 1901, ch. 35.

The purposes for which incorporations may be had include "any other purpose or business useful to the public for which a firm or copartnership may be lawfully formed in this State," 442 not including, however, buying land and reselling it at a profit.443 The capital shall not exceed five million dollars.444 At least ten per cent. of the par value of the stock must be paid in good faith by each incorporator.445 The agreement is to be filed with the Secretary of State, who shall issue a certificate; and the corporate existence then begins.446 The existence of a corporation is limited to fifty years.447 The certificate shall be recorded by the clerk of the county court in which the principal office is kept within three months.448 The company must commence business within one year, or the certificate will be void,449

The ordinary powers are granted; 450 and the powers of each corporation are "limited by the purposes for which it is incorporated, and no corporation shall engage in transactions or business not proper for those purposes; nor shall corporate powers be exercised in violation of any law of the State." 451 "No corporation shall be incorporated for the sole purpose of purchasing real estate in order to sell the same for profit, nor shall it, except by vote of its stockholders, regularly had, subscribe for or purchase the stock, bonds or other securities of any joint-stock company, or become surety or guarantor for the debt or default of such company.'

11 452

There must at all times be at least five stockholders.453

442 W. Va. Code, ch. 54, § 2.

443 Ibid. § 3.

444 Ibid. § 4.

445 Ibid. § 7.

446 Ibid. §§ 9, 10.

447 Ibid. § 11.

448 Ibid. § 20.

449 Ibid. ch. 53, § 8.

450 Ibid. ch. 52, § 1.

451 Ibid. § 2.

452 Ibid. § 3, amended, 1901, ch. 35.

453 W. Va. Code, ch. 53, § 17.

59. Wisconsin.

Three or more adult persons, residents of the State, may form a corporation "to conduct, pursue, promote or maintain any one or more of the following named purposes, the same being of a lawful nature." 454 Here follows a long enumeration of purposes, most of them specific. The more general are the following: Chemical, mechanical or manufacturing business; commission, storage, forwarding, shipping or transportation business; heating or lighting or furnishing power or signals by electricity or otherwise; inventions, and the encouragement or aiding of inventors and patentees; loaning money on security or otherwise; lumbering, logging, and other like business; manufacturing, mercantile, and other like purposes, and the locating, building, encouraging and establishing manufactories and manufacturing establishments in cities and towns in this State; mechanical purposes; mercantile purposes; mining, smelting, quarrying and other like business; buying, selling, exchanging and dealing in all kinds of personal property; real property, and the buying, selling, exchanging and dealing in all kinds thereof; renting and leasing buildings or structures of any kind, and the building, selling, and dealing therein; telegraphing and telephone business; or for any lawful business or purpose whatever, whether similar to the purposes herein mentioned or not, except the business of banking, insurance (other than title insurance), building or operating public railroads or plank or turnpike roads or other cases otherwise specially provided for. Any such corporation may be formed to have a capital stock divisible into shares or without any capital stock upon such plan as may be agreed upon. 455

The articles, signed and acknowledged by the incorporators, contain a declaration of the purposes of the corporation; the name and location of such corporation; but such name shall not contain the names of individuals in the manner in which

454 Wis. Stat. § 1771. 455 Ibid.

they are ordinarily used in partnerships or business names; no corporate name shall be held illegal because of the omission of the word "limited:" the capital stock, and number of shares and amount of each share; the designation of general officers and the number of directors, which shall not be less than three; and the directors may be required to be classified into three classes so that one-third shall hold their offices for one year, one-third for two and one-third for three years; in which case all directors elected subsequent to the first shall hold their offices for three years except when elected or appointed to fill vacancies; the principal duties of the several general officers respectively; the method and conditions upon which members shall be accepted, discharged or expelled; and, in stock corporations, persons holding stock, according to the regulations of the corporation, and they only, shall be members; such other provisions or articles, if any, not inconsistent with law, as they may deem proper to be therein inserted for the interests of such corporation or the accomplishment of the purposes thereof, including, if desired, the duration of its existence.

The articles are filed with the Secretary of State, and a copy within thirty days recorded by the register of deeds of the county in which the corporation is located, and no corporation, until the articles are left for record, shall have legal existence.456 Amendments may be made by a two-thirds vote and similarly recorded."

§ 60. Wyoming.

457

Three or more persons may form a corporation for "carrying on any kind of manufacturing, mining, chemical, merchandising or mechanical business, constructing wagon roads, railroads, telegraph lines, digging ditches, building flumes, running tunnels, dealing in real estate or carrying on any branch of business designed to aid in the industrial or productive in

456 Ibid. § 1772, 1901, ch. 238, § 1. 457 Ibid. § 1774, 1901, ch. 238, § 2.