This section is from the book "Hill's Manual Of Social And Business Forms: A Guide To Correct Writing", by Thos. E. Hill. Also available from Amazon: Hill's Manual Of Social And Business Forms: The How-To-Do-Everything Book Of Victorian America.
WHEN THREE or more individuals obtain from government the authority to act as one by their officers, with perpetual succession, and under a name selected for them, they become a corporation, with the right to transact the business for which it was organized in the same manner as an individual.
When legally organized, the corporation, in a limited way, becomes a person and a citizen. The advantages of incorporation are these: It combines capital, knowledge and enterprise, with a limited pecuniary responsibility, which is generally the amount of stock owned by a person.
The powers possessed by a corporation are either granted or implied.
The granted powers are such as the constitution, laws and act of incorporation of the State give it.
The implied powers are such as are usual, proper and necessary to carry into effect the objects of the corporation and its granted powers.
in law, "words importing the plural number may include the singular;" so the United States statutes provide that "the word person may extend and be applied to partnerships and corporations." They also provide that "the word company or association, when used in reference to a corporation, shall be deemed to embrace the words, successors and assigns of such company or association," the same as if these words had been definitely expressed.
No officer or agent of any banking or other commercial corporation, and no member of any mercantile or trading firm, or person directly or indirectly interested in the pecuniary profits or contracts of such corporation or firm, shall be employed or shall act as an officer or agent of the United States for the transaction of business with such corporation or firm; and every such officer, agent, or member, or person, so interested, who so acts, shall be imprisoned not more than two years, and fined not more than two thousand dollars, nor less than five hundred dollars.
The legislature of each State enjoys the right to regulate the organization of business and other corporations, religious, literary, charitable and miscellaneous, within its own borders.
The legislative assemblies of the several Territories are prohibited from granting private charters or especial privileges, but are allowed, by general incorporation acts, to permit persons to associate themselves together as corporate bodies for mining, manufacturing and other industrial pursuits, or the construction and operation of railroads, wagon-roads, irrigating ditches, and the colonization and improvement of lands in connection therewith, or for colleges, seminaries, churches, libraries, or any benevolent, charitable or scientific associations.
No corporation or association for religious or charitable purposes can acquire or hold real estate in any Territory during the existence of the territorial government, if its value exceeds fifty thousand dollars; and all real estate acquired or held by such corporation or association contrary to this restriction shall be forfeited to the United States; but vested rights in real estate existing in any Territory prior to the passage of this law were not impaired by it.
In Washington Territory, however, the legislature has no power to incorporate banks or banking institutions.
In the location of public lands by corporations under grants from Congress for railroads and other purposes (except for agricultural colleges), a fee of one dollar for each final location of one hundred and sixty acres is assessed against the corporation making such location.
The federal laws provide that all valuable mineral deposits in lands belonging to the United States, whether previously surveyed or not, are free and open to exploration and purchase; that the land in which these mineral deposits are found may be occupied and purchased by citizens of the United States, or those who have declared their intention to become such, under regulations provided in such cases by law and the local customs or rules of miners in the several mining districts, wherever they are applicable and consistent with the federal laws; and that in the case of an association of persons unincorporated, proof of citizenship of the parties may be given by the affidavit of their authorized agent, made on his own knowledge, information or belief; while in the case of a corporation organized under the federal laws, or the laws of any State or Territory, the filing of a certified copy of their charter, or certificate of incorporation, is sufficient evidence.
To illustrate the various steps to be taken in organizing a company, the following forms, as used in Illinois, accompanied by suggestions, will give the reader an idea of the methods of general procedure, subject to slight modifications, of a local character in different States.
The statutes of Illinois provide for the licensing of associations for pecuniary profit; not for pecuniary profit; religious purposes; moral purposes, etc.
Of these associations for banking, insurance, real-estate brokerage, the operating of railroads, and money loaning, require to be licensed under the general law of the United States. Companies organized to conduct horse and dummy railways, and sales of land for burial purposes, however, have permission to incorporate under the laws of the State.
When three and not more than seven persons propose to form a corporation they must file with the Secretary of State a statement setting forth the objects of the association, the amount of its capital stock, the number of shares into which it is divided, the location of the principal office, and the duration of the corporation, which may not, however, exceed ninety-nine years; this statement must be signed and duly acknowledged before a proper officer by the proposed incorporators. Thereupon the Secretary of State issues to such persons a license as commissioners to open books for subscriptions to the capital stock of such corporation at set times and places. No two companies of the same name may be licensed.