charter is then submitted to the governor, and if he approves letters patent issue incorporating the association. These are recorded in the office of the Secretary of the Commonwealth, and in the office for the recording of deeds in the county where the business is to be carried on. Corporate existence then begins.351 The corporation must begin business and pay up at least one-fourth of the capital stock within two years.352 Amendments may be made by the same formalities as those of granting the original charter; but the objects of the corporation shall not be changed.353 The ordinary powers are granted.354 "No corporation shall engage in any business other than that expressly authorized in its charter, nor shall it take or hold any real estate, except such as may be necessary and proper for its legitimate business." 355 $49. Rhode Island. "Any three or more persons of lawful age who shall associate by written articles which shall express: First. Their agreement to constitute an ordinary business corporation; Second. The name by which it shall be known, which shall be one that cannot be mistaken for that of a copartnership, and which name is not then in use by any existing corporation incorporated by special act or under the general laws of this state; Third. The business for which it is constituted; Fourth. The town or city in which it is to be located; Fifth. The amount of the capital stock, and whether common or preferred, and how much of each, and the par value of each share, and, if preferred, the advantages thereof over the common stock, shall, upon complying with the requirements hereinafter provided, be and become a corporation for the transaction of the business named in said articles of agreement: Provided, however, 351 Pa. P. L 1874, p. 73, § 3. 354 Pa. P. L. 1874, p. 73, § 1. 355 Pa. Const. Art. 16, § 5. that nothing herein contained shall authorize the formation of any municipal or quasi-municipal corporation, railway company, canal company, turnpike company, or of any company which shall need to possess the right to take or condemn lands or other property under the power of eminent domain, or to acquire franchises in the streets or highways of towns or cities, or of any insurance company, bank or banking corporation, savings bank, trust company, or any other corporation trading in bonds, notes, or other evidences of indebtedness, in any manner other than is hereinafter provided." 356 "Said corporators shall sign said agreement stating their residences against their names, shall acknowledge the same in the manner in which deeds of real estate are required to be acknowledged within this state, and shall file the same in the office of the secretary of state, together with the certificate of the general treasurer that said corporators have paid into the treasury for the use of the state the sum of one hundred dollars; or if the capital stock of said corporation is to be one hundred thousand dollars, or more, have paid into the treasury a sum equal to one-tenth of one per centum of said capital stock." 357 The agreement is filed in the office of the Secretary of State, who thereupon issues a certificate of incorporation; ;358 and the corporate existence then begins, and the corporation has power to transact business.359 Amendments may be made by a three-quarters vote of the stockholders, and filed like the original agreement.360 The ordinary powers are granted.361 § 50. South Carolina. Two or more persons may form a corporation for any pur 358 R. I. Gen. L. ch. 176, § 2. 357 Ibid. § 3. 358 Ibid. § 4. 359 Ibid. § 5. 360 Ibid. § 7. 361 R. I Gen. L. ch. 177, § 1. pose or purposes (except municipal, railroad, tramway, turnpike and canal corporations) by filing with the Secretary of State a petition, setting out the names and residences of the petitioners, the name, location, and nature of the business of the proposed corporation, the amount of capital stock, and how and when payable, and the number of shares, and any other matter which it may be desirable to insert.362 The Secretary then issues a commission constituting the petitioners a Board of Corporators and authorizing them to open books of subscription.363 All subscriptions shall be payable in money or in labor or property at its money value.364 When not less than fifty per cent. of the proposed capital stock has been subscribed by bona fide subscribers, the corporation may be organized. 365 And upon payment to the treasurer of at least twenty per cent. of the aggregate amount of the capital subscribed in money and the delivery of at least twenty per cent. of the property subscribed, this shall be certified by the corporators to the Secretary of State, who shall then issue the charter. The stock may be paid by installments, in which case the charter will be issued upon payment of fifty per cent. of the first installment.366 No irregularity in complying with the provisions of this article shall vitiate the incorporation, except upon direct proceedings by the State.367 There is no limit of time upon the continuance of a corporation.368 The books of a corporation shall be open to the inspection of any stockholder. 360 The ordinary powers are granted, 370 but no corporation shall emit bills of credit.371 $51. South Dakota. Three or more persons may form a corporation for mining, manufacturing, mechanical, quarrying, and other industrial pursuits, and for any other lawful business; railroads, insurance, banks of discount and deposit (but not of issue) and loan, trust and guaranty associations. To form a corporation for insurance at least seven incorporators are necessary.372 The articles must set forth the name, purpose, location and duration of the corporation, the number of directors with the names and addresses of the first board, and the amount of capital stock and number of shares.373 Of the three or more subscribers, one-third at least must be residents. The articles are signed and acknowledged.374 They are then filed with the Secretary of State, and the corporate existence then begins.375 The ordinary powers are granted.376 Amendments may be adopted to "modify or enlarge its business or purposes" or change the articles in other respects by a two-thirds vote of the stockholders, filed like the original articles." No corporation shall engage in any business other than that. expressly authorized in its charter, nor shall it take or hold any real estate except such as may be necessary and proper for its legitimate business. 378 The duration of the corporation. is unlimited.379 377 Any corporation formed for mining, manufacturing or other industrial pursuits may provide in the articles of incorporation for having a business office without the State at any place within the United States, and meetings of the stockholders and directors may be held at such office; but every such corporation having a business office out of this State must have its main office for the transaction of business within this State to be also designated in such articles.380 § 52. Tennessee. Five or more persons may apply for a charter of incorporation for any purposes mentioned.381 These include companies for owning, improving and selling real estate,382 and carrying on mercantile business,383 banks and trust companies,384 building associations,385 electric light and power and telephone companies, 386 gas companies, 387 insurance companies, 388 mining, quarrying, boring and manufacturing companies,389 railroad companies,390 telegraph companies,391 water power companies, 392 waterworks companies 393 and water companies.394 The form of charter is provided by statute for the formation of each company; this is signed by the corporators, sworn to, and registered in the county in which the principal office is and in each county where an agency is established, and also with the Secretary of State.395 The ordinary powers are conferred,306 including power to issue bonds and secure them by a mortgage of its franchises.397 |