PREFACE. The present volume includes the 1905 Session Laws, and therefore presents to the public the last word of the various state legislatures on the law of business corporations. Correspondence has supplied information where the statutes have been silent. Special attention has been given to the laws of the newly acquired territories and dependencies of the United States. The plan of the work has been to present the laws of each state under a uniform arrangement of subjects, so that for every state information on any particular point will be found in the same relative position. In the subject arrangement the order in which investigation is usually made has been followed. While this order may not be strictly logical, it will be found convenient, permitting, in connection with the uniformity of arrangement, the essential features of the law of each state to be discovered at a glance. The provisions governing foreign corporations in each state are also given in practically the same order and the digest closes with a statement of the laws of the particular state against combinations and monopolies. The decisions of the courts of the various states being fairly uniform on those points in which the statutes generally agree, only those important citations have been given which involve distinctive or peculiar features of the statute laws. The confused state of the corporation laws in many of the states has made absolute certainty in the present digest almost impossible. Every care has, however, been taken to reduce errors to a negligible quantity. To the busy lawyer or man of affairs it is hoped that this book will prove an efficient aid in the selection of corporate 156422 domiciles, in the conduct of corporate business in the various states and in such other contingencies of corporation practice as require reference to the statutory laws of the states. To the student the work should also be of value as affording a convenient and comprehensive means of comparing the various corporation laws of the Union. M. U. OVERLAND. NEW YORK CITY, December 1st, 1905. OUTLINE. The outline given below is followed in the treatment of each state, the numbering and titles being the same in every case as far as possible. Under the general heading "Incorporation" the indicated arrangement has of necessity varied with the procedure of the different states. In some few other cases the arrangement varies occasionally to meet the conditions. In the main, however, the outline has been closely followed. The general headings will be found the same for every state. 1. Corporation Laws. Constitution. Statutes. 2. Taxes and Fees. Organization Expenses. Franchise Tax. Local Taxation. General. 3. Incorporation. Incorporators. Certificate of Incorporation: Preparation and contents, particularly as to- 4. Organization. First Meetings. Certificates. 5. Corporate Existence. When Commenced. Forfeiture of Charter. 6. Corporate Powers. General. To Hold Property. (a) To Hold Its Own Stock. (b) To Hold Stock of Other Corporations. To Borrow Money. To Do Business in Other States. Consolidation or Merger. Amendment of Charter. 7. Capital Stock. Amount. Initial Payment. Consideration for Issue. Increase or Decrease. Classes of Stock. Par Value of Shares. Stock Certificates. Transfer of Stock. 8. Stockholders. Rights and Powers. Liability. Meetings. (a) Place. (b) Notice. (c) Quorum. |