Legislature had in view at the time of the enactment of the charter." 283 "283 Banking. powers are prohibited. 284 841. New Mexico. Corporations may be formed under the general law "for mining, manufacturing or other industrial or other lawful pursuits," 285 and "to acquire, hold, improve, develop and manage any hot, mineral or other sanitary spring, or to lay off land into town sites, blocks, lots, streets, alleys, avenues, commons and parks, and to acquire, hold, colonize, improve and sell lands in connection with any or all of said objects." 286 Any three or more persons may make, sign and acknowledge articles of incorporation, which are filed with the Secretary of the Territory and a copy in the office of the probate clerk in the county where the principal place of business is located. This document shall set forth "the full names of such persons, the corporate name of the company, the objects for which the company 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 stock shall consist, the number of directors and their names, who shall manage the concerns of the company for the first three months, and the name of the city or town and county in which the principal place of business of the company is to be located." 287 The corporate existence. begins when the certificate is filed and the ordinary powers are granted to the corporation.288 Amendments to the articles may be made by a two-thirds vote of the stockholders, 289 and filed in the same way as the 283 State R. R. v. Hancock, 35 N. J. L. 537; and see Ellerman v. Chicago Junction Ry., 49 N. J. Eq. 217, 241, 23 Atl. 287. 284 N. J. Corp. Supp. § 3. 285 N. Mex. Comp. L. §§ 411, 413. 288 Ibid. § 414. 287 Ibid. 415. 239 Ibid. §417. 299 Ibid. § 432. original articles. 200 Business must begin within two years of incorporation 201 "Whenever any persons shall have formed themselves into an incorporation according to the provisions of this act, it shall not be lawful for any other persons to become incorporated under the same name or designation, nor for the same immediate purpose. This last provision shall not apply to mining, mechanical or manufacturing operations." 202 A book containing the names and residences of the stockholders shall be kept, open to the inspection of stockholders and creditors and their personal representatives. 293 8 42. New York. Three or more persons may become a corporation for any lawful business purpose or purposes other than a moneyed corporation, or a corporation provided for by the banking, the insurance, the railroad and the transportation corporation laws.204 These must be natural persons of full age (unless the corporation is formed by the reincorporation or consolidation of existing companies), at least two-thirds of them citizens of the United States, and one of them a resident of New York.295 The incorporators must sign and acknowledge a certificate containing the name and purpose of the corporation, the amount of stock, and whether any is preferred, the number of shares (business not to begin till the capital amounts to five hundred dollars, and the par value of the shares to be from five to one hundred dollars), the location and duration, the number of directors (not less than three), the names and addresses of the directors for the first year, and the names and addresses of the subscribers, with the number of shares which each agrees to take. "The certificate may contain any other provision for the regualtion of the business and the conduct of the affairs of the corporation, and any limitation upon its powers and upon the powers of its directors and stockholders which does not exempt them from any obligation or from the performance of any duty imposed by law." " 296 "No certificate of incorporation of a proposed corporation having the same name as a corporation authorized to do business under the laws of this State, or a name so nearly resembling it as to be calculated to deceive, shall be filed or recorded in any office for the purpose of effecting its incorporation, or of authorizing it to do business in this State. A corporation formed by the reincorporation, reorganization or consolidation of other corporations or upon the sale of the property or franchises of a corporation may have the same name as the corporation or one of the corporations to whose franchises it has succeeded. No corporation shall be hereafter organized under the laws of this State with the word trust, bank, banking, insurance, assurance, indemnity, guarantee, guaranty, savings, investment, loan or benefit as part of its name, except a corporation formed under the banking law or the insurance law." 297 Provisions are made for a change of name.2 Every certificate of incorporation or amendment thereto shall be filed with the Secretary of State, and a duplicate in the office of the clerk of the county where the corporation is to be located. 299 No corporation shall incur debts until the amount of capital specified in the articles as the amount with which it will begin business has been paid in.300 No corporation shall possess any powers not given by law, or not necessary to the exercise of the powers so given.301 The ordinary powers are granted.302 Any domestic corpora 296 N. Y. Business Corp. L. § 2. 297 N. Y. Gen. Corp. L. § 6. 299 N. Y. Gen. Corp. L. § 5. 300 N. Y. Bus. Corp. L. § 4. 301 N. Y. Gen. Corp. L. § 10. 302 Ibid. § 11. tion transacting business in other States or foreign countries may acquire and dispose of such property as shall be requisite for such corporation in the convenient transaction of its business.303 No banking powers may be exercised by a business corporation.304 It has power "to borrow money and contract debts when necessary for the transaction of its business, or for the exercise of its corporate rights, privileges or franchises, or for any other lawful purpose of its incorporation; and it may issue and dispose of its obligations for any amount so borrowed, and may mortgage its property and franchises to secure the payment of such obligations, or of any debt contracted for said purposes." 305 $43. North Carolina. Three or more persons "desirous of engaging in any business, or of forming any company, society or association whatever, not unlawful, except railroads, other than street railways or banking or insurance," shall be incorporated as follows: They shall by a certificate of incorporation under their hands and seals, set forth "(1) The name of the corporation; no name shall be assumed already in use by another existing corporation of this State, or so nearly similar thereto as to lead to uncertainty or confusion; and shall end either with the word 'Company,' or the word 'incorporated.' (2 & 3) The location of its principal office in the State and the object or objects for which it is formed. (4) "The amount of the total authorized capital stock of the corporation, 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, and, if there be more than one class of stock, a description of the different classes, with the terms on which the respective classes of stock are created." (5) Names and addresses of the subscribers and the number of shares subscribed by each; the 303 Ibid. § 14. 304 Ibid. § 19. 305 N. Y. Stock Corp. L. § 2. aggregate of the subscriptions being the amount of capital stock with which the company will commence business. (6) The duration of the company. (7) "The certificate of incorporation may also contain any provision which the incorporators may chose 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 stockholders: Provided, such provisions be not inconsistent with the laws of this State." 306 The certificate shall be signed and acknowledged by a majority of the incorporators and filed in the office of the Secretary of State; and a certified copy recorded in the office of clerk of the Superior Court of the county where the principal office is located.307 The corporate existence begins upon filing the certificate in the office of Secretary of State.308 A corporation may change its name, the nature of its business, the amount of capital stock and par value of the shares, extend its corporate existence, etc., by a two-thirds vote, the change being recorded like the original certificate.309 The place of business may be changed, and the extent of the business altered (within the provisions of the act) by the same method.310 The ordinary powers are granted, including the power to conduct business abroad, and have one or more officers out of the State.311 Conveyances and mortgages of its property are subject to claims of laborers and of persons injured by torts of the corporation. 312 Banking powers are denied.313 The corporation has the powers specially granted in its charter, in addition to those conferred by the general law, and no other 306 N. Car. 1901, ch. 2, § 8. 307 Ibid. § 9. 308 Ibid. § 10. 309 Ibid. § 29. 310 Ibid. §§ 30, 31. 311 Ibid. § 1. 312 Ibid. §§ 2, 3. 313 Ibid. § 5. |