shall be distinctly and definitely specified by the stockholders in their articles of association, and it shall not be lawful for said corporation to direct its operations or appropriate its funds for any other purpose." 23 Before beginning business, a copy of the articles of association and a certificate stating the purpose for which the corporation is formed, the amount of capital stock, the amount actually paid in, and the names of its stockholders and the number of shares by each respectively owned shall be filed with the Secretary of State, and a duplicate with the clerk of the county in which such corporation is to transact business.24 A certificate of condition is annually filed with the county clerk and recorded; this certificate states "the amount of capital stock actually paid in, the cash value of its real estate, the cash value of its personal estate, the cash value of its credits, the amount of its debts, the name and number of shares of each stockholder." 25 "Every such corporation shall, by its corporate name, have power to acquire and hold such lands, tenements and hereditaments and such property of every kind as shall be necessary for the purpose of said corporation; and such other lands, tenements and hereditaments as shall be taken in payment of, or as security for, debts due to such corporation, and to manage and dispose of the same at pleasure." 26 Every such corporation may amend its articles by specifying any other lawful business in which it may desire to engage; but before commencing such business it shall file certificates as before, and also advertise the amendment in a newspaper published in the county where the corporation is located or in an adjoining county.27 The corporation may remove its place of business from one county in the State to another; but in that case it shall record with the county clerk its articles, certificate of 23 Ibid. § 1328. 24 Ibid. § 1334. 25 Ibid. § 1337. 26 Ibid. § 1340. 27 Ibid. § 1343. condition, and certificate of removal, and publish the latter in a newspaper in each county.28 §14. California. 29 Five or more persons, a majority of whom must be residents of the State, 20 may form a corporation "for any purpose for which individuals may lawfully associate themselves." 30 The Articles of Incorporation must state, "1. The name of the incorporation. 2. The purpose for which it is formed. 3. The place where its principal business is to be transacted. 4. The term for which it is to exist, not exceeding fifty years. 5. The number of its directors or trustees, which shall be not less than five. . . . 6. The amount of its capital stock, and the number of shares into which it is divided. 7. If there is a capital stock, the amount actually subscribed, and by whom." 31 The articles must be subscribed by five or more persons, a majority of whom must be residents of the State.32 No corporation shall engage in any business other than that expressly authorized in its charter; nor hold real estate, except such as is necessary for carrying on its business, longer than five years.33 The articles are filed in the County Clerk's office, and a copy with the Secretary of State; the latter then issues a certificate of incorporation. No corporation can be formed, however, with the same name as an existing corporation, or one "so closely resembling the name of such corporation as will tend to deceive." 34 The ordinary powers of corporations are enumerated,3 and it is then provided that in addition to powers expressly given "no corporation shall possess or exercise any corporate powers 28 Ibid. § 1357. 29 Cal. Civil Code, § 285. 30 Ibid. § 286. 31 Ibid. § 290. 32 Ibid. § 292. 33 Cal. Const. Art. 12, § 9. 34 Cal. Civil Code, § 296. 35 Ibid. § 354. except such as are necessary to the exercise of the powers so enumerated and given." 36 "No corporation shall create or issue bills, notes, or other evidences of debt, upon loans or otherwise, for circulation as money," 37 or "acquire or hold any more real property than may be reasonably necessary for the transaction of its business or the construction of its works, except as otherwise specially provided." 38 "Any corporation of this State owning grants, concessions, franchises, and properties, or any thereof, in any foreign country," may sell them to such government, or to any person or corporation, foreign or domestic, with the written consent of the holders of two-thirds of the capital stock.39 The articles may be amended by a two-thirds vote, the amendment being filed like the original articles; but the time of existence of the corporation cannot be extended by amendment.40 15. Colorado. Corporations may be formed for any lawful purpose. The corporate name "shall commence with the word 'the' and end with word 'corporation,' 'company,' 'association' or 'society,' and shall indicate by its corporate name the business to be carried on by said corporation." 41 Three or more persons execute a certificate "in which shall be stated the corporate name of said company, the objects for which the company shall be created, the amount of capital stock of said company, the term of its existence, not to exceed twenty years, except as hereinafter provided, . . . the number of shares of which the said stock shall consist, the number of directors or trustees of said company and the names of those who shall manage the affairs of such company for the first 36 Ibid. § 355. 37 Ibid. § 356. 38 Ibid. § 360. ... 30 Ibid. § 364. 40 Ibid. § 362. 41 Col. Ann. Stat. § 472. year of its existence, and the name of the town or place, and the county, in which the principal office of the company shall be kept, and the name of the county or counties in which the principal business shall be carried on; . . . and when any company shall be created under the laws of this State for the purpose of carrying on part of its business beyond the limits thereof, such certificate shall state that fact, and shall also state the name of the town and county in this State in which the principal office of said company shall be kept, and shall state the name of the county in which the principal business of such company is to be carried on within this State." 42 A copy of this certificate is to be filed with the recorder of deeds in each county in which the business is to be carried on, and with the Secretary of State; "but no certificate shall be filed or received for two corporations bearing the same name." 43 Corporations formed under this act "may own, possess and enjoy so much real and personal estate, as shall be necessary for the transaction of their business, whether acquired by purchase, grant, devise, gift or otherwise, and may from time to time sell and dispose of the same or any part thereof when not required for the use of the corporation. They may borrow money and pledge their franchises and property both real and personal to secure the payment thereof; and may have and exercise all the powers necessary and requisite to carry into effect the objects for which they may be formed, as named in their certificate of incorporation." 44 The articles may be amended, but not so as "to work a change in the object or purpose for which said corporation was originally organized." 45 Books are to be kept at the principal office within the State and each stockholder has a right to examine the books. 46 42 Ibid. § 473. 43 Ibid. §§ 474, 475. 44 Ibid. § 476. 45 Ibid. § 477. 40 Ibid. § 488. "It shall and may be lawful for any corporation created or existing under the laws of this State for the purpose, among others, of exercising its franchises or carrying on part of its business beyond the limits of this State, and in another State or Territory of the United States or elsewhere, to accept any law of such other State or Territory of the United States, or foreign state and government, and to exercise within the territory of such other State or Territory, or foreign state and government, all such authorities, powers, privileges, rights and franchises as may be by such laws conferred, subject to such duties, liabilities and restrictions as may by such laws be imposed." 47 16. Connecticut. Corporations may be organized under general law or by special charter. Under general law the following provisions apply: "The name of every corporation hereafter formed shall be such as to distinguish it from any other corporation organized under the laws of this State and from any other corporation engaged in the same business or promoting or carrying out the same purposes in this State, and every such name shall begin with 'The' and end with 'Company' or 'Corporation,' or have the word 'Incorporated' immediately after or under the name. Every corporation shall be located in some town in this State." 48 The ordinary powers are granted, including power “To hold, purchase, sell, and convey such real and personal estate as the purposes of such corporation shall require, and all other property which shall have been in good faith mortgaged or conveyed to it by way of security or in satisfaction of debts or by purchase at sales upon judgments or decrees obtained for such debts;" 49 and also, subject to the limitations of its articles of incorporation (and also, in the case of corporations created by special act, of its 47 Ibid. § 498. 48 Conn. 1903, ch. 194, § 2. 49 Ibid. § 3. |