This section is from the book "The Law Of Contracts", by William Herbert Page. Also available from Amazon: Commercial Contracts: A Practical Guide to Deals, Contracts, Agreements and Promises.
The charter of the corporation measures the powers which it may exercise lawfully.1 This charter is given by the state and accepted by the corporation. Under the old system of incorporation a corporation was created by a special act of the legislature, which was known as its charter, and which created, determined and limited its corporate powers. Many state constitutions now provide that corporations must be incorpo-rated under general laws. Under such provisions a corpora-tion is usually created by filing articles of incorporation in accordance with the provisions of the general incorporation laws; and when its charter is spoken of this is a convenient and stereotyped form of expression used to denote its articles
1 Sturdevant Bros., etc., Co. v. Bank, - Neb. - ; 95 N. W. 819; 105 affirming on rehearing, 62 Neb. 472; 87 N. W. 156.
The moment at which a corporation de jure comes into existence depends on local statute. In Wisconsin it exists as soon as its articles of association are recorded ;5 in Ohio it does not exist until it organizes by electing a board of directors, after the stock is subscribed.6