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Reference Index Table showing new numbering of Sections of Statute as arranged in Heath's "Laws of Maine concerning Business Corporations," occasioned in Revision of Statutes of 1903.

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PREFACE.

This work has been taken up owing to the liberal changes in the corporation code of Maine made by the act of 1901.

The statutes, as herein revised, have been re-arranged in logical order. The true chapter and section numbers are preserved for accurate reference. Many of the references to the Maine Reports relate to questions of judicial practice. In the notes will be found brief abstracts of decisions and suggestions touching matters of interest to non-residents contemplating organization.

The forms follow long-approved precedents and are the growth of years. Corporate organization in Maine is simple and inexpensive and with the well-known conservatism of the State the statutes are not likely to be materially changed.

This second and revised edition we trust will meet the generous approval given to the edition of three thousand five hundred first issued and now held by counsel in other states.

HERBERT M. HEATH.

AUGUSTA, ME., April, 1902.

SPECIAL ADVANTAGES

OF

MAINE CORPORATION LAWS.

I. Personal presence of non-resident incorporators at organization unnecessary.

2.

Stock and transfer books may be kept anywhere.

3. No returns or public record required of list of stockholders at any time. No publicity of any kind.

4.

No returns or statements of financial condition at any

5. No return showing manner of payment for stock.

6. May issue stock or bonds in any amount.

time.

7. May issue preferred, or other classes of stock, in any manner fixed by by-laws.

8. No personal liability when holder buys his stock in open market.

9. Nothing need be paid in.

IO.

10. Organization fees one-half those of New Jersey, twothirds those of Delaware. Less than West Virginia.

II. Small annual tax.

Company of $1,000,000 pays $1,000 in New Jersey; $500 in Delaware; $50 in Maine.

12. Absolute freedom from personal liability on bonds and other debts secured by mortgage.

13. Corporation creditors forfeit right to enforce claim for personal liability, unless suit is brought within one year after transfer, and then only for debts contracted during ownership of stock.

14. Protection for minority without endangering privileges of majority.

DIRECTIONS FOR INCORPORATING WITHOUT COMING TO MAINE.

That counsel doing business with us, or agreeing so to do, may have in their libraries a manual for ready use, we will send, on application, without charge, bound together in cloth this work and our Mr. Heath's "Comparative Advantages of the Corporation Laws of all the States and Territories," a hand book for quick work. Such counsel will receive from year to year sheets for insertion to keep both works up to date. Copies of both pamphlets, in paper, sent free in any quantity for distribution by counsel among clients.

The minutes of the first meetings of stockholders and directors in this pamphlet contain the essentials of a legal organization, subject to such changes in the by-laws, in their nonstatutory elements, as the peculiar management of each corporation may require. As soon as these meetings are held and the certificate of organization filed with the Secretary of State, the directors or stockholders may proceed with the corporate business.

We recommend that incorporators, through their local counsel, send to us for the following forms, furnished without charge: Memoranda for Preparing Organization Papers, (one). Stock Subscriptions (one for each Corporator).

Powers of Attorney, First Meeting, (one for each Corporator). Full Minutes First Meeting (one).

Directors' Waiver of Notice, First Meeting, (one).

Appropriate directions are printed upon each blank and if carefully followed there can be no misunderstanding between the foreign office and our own. The blank called "Memoranda for Preparing Organization Papers" should be executed fully and carefully. We can lay down no cast iron rule. All we ask is that counsel will follow the directions on the blanks. We will then so manage the incorporation here that when we return the certificate of the Secretary of State, the certified copy of records of meetings of stockholders and directors, and other necessary papers the company will be organized as outlined in the memo

randa sent to us and be ready to begin actual business. Follow instructions on blanks. The references on the last page of this pamphlet will assure you that you will be satisfied with the painstaking accuracy of our work. We give every case the benefit of our long experience in managing corporate matters, realizing that every case has its peculiar problems. Thoughtful counsel abroad well understand that this work is not mechanical and too delicate to be safely trusted to the corporation charter companies now burdening the mails with their literature.

Certificates of organization must be true in fact. The approval of the Attorney-General is but prima facie evidence of regularity. Counsel guiding the organization must from the fulness of experience be the real protection of incorporators seeking safety. We believe the charter is voidable where the certificate is signed outside of the State by officers who were not in fact present at a meeting held within the State. That they are recorded as present is not sufficient. There is no difficulty in perfecting a legal organization, without the presence of the promoters, but the methods used must rest upon absolute truth, not upon a mere record. Such records are reviewable. Nor can the first meeting be held wholly through powers of attorney. The essentials of the statute must be met squarely. Our method uses no fictions. We personally guarantee that our work will stand the strictest judicial investigation.

We solicit business solely through attorneys, and only where local counsel employed by incorporators have no legal correspondents in Maine. We have no desire to take established business from others. Counsel abroad, under our methods, can make corporate business done through our office as profitable as if they used their home system.

Our uniform rate is $25 for counsel fee and $25 for annual Clerk's fee, paid in advance. The Clerk's fee covers the keeping of records, maintenance of Maine office, and such statutory advice during each year as the corporation may require. We uniformly make a division of these fees with the office forwarding the business depending upon the amount forwarded.

Our office is equipped with a full force, complete sets of forms devised by us and records, printed for speedy work. As Augusta

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