96 Broadway, N. Y. 165 Broadway, N. Y. 120 Broadway, N. Y. World Building, N. Y. 13-21 Park Row, N. Y. 22 Congress St., Boston, Mass. Tremont Bldg., Boston, Mass. 84 Summer St., Boston, Mass. Tremont Bldg., Boston, Mass. 176 Federal St., Boston, Mass. Tremont Bldg., Boston, Mass. Carter, Hughes & Dwight, lawyers, Albert M. Moore, lawyer, Sears Bldg., Boston, Mass. 71 Equitable Bldg., Boston, Mass. Haverhill, Mass. Holyoke, Mass. Lowell, Mass. Edward W. Beattie, Jr., lawyer, John Aldrich, lawyer, Marvin M. Taylor, lawyer, Thos. H. Sullivan, lawyer, Frank H. Jackson, lawyer, Lowell, Mass. Springfield, Mass. Springfield, Mass. Worcester, Mass. Worcester, Mass. Providence, R. I. Providence, R. I. PREFACE. The writer has long felt that active practitioners needed a hand-book to succinctly call their attention to the salient features of the corporate systems of the different States and Territories. This pamphlet is submitted as an attempt in that direction. It does not purport to be exhaustive. To make it so would load it with the burdens of the outstanding manuals, too bulky and minute to serve the uses of busy men. It is written from the stand point of the incorporator seeking simplicity, economy and the fewest possible restrictions, at the same time. looking for a State not likely to change its legislative policy. The compiler does not necessarily endorse the social economics of the systems upon which he comments. He believes there can be no effective corporate regulation until the Federal Government has broader constitutional powers. Until then, incorporators will seek the state giving the greatest freedom if convinced of the reasonable stability of its legislative policy. AUGUSTA, ME., April, 1902. HERBERT M. HEATH. CHAPTER I. ANALYSIS OF ALL THE SYSTEMS. ALABAMA. Before beginning business fifty per cent of authorized capital stock must be subscribed by solvent persons and satisfactory evidence given under oath of the payment in cash or property of twenty per cent. Two incorporators required. Maximum capital ten million dollars. Except for mining and manufacturing, limit of life is twenty years. No annual statements. Debts not to exceed the capital stock. May hold stocks of other corporations. Preferred stock permitted by twothirds vote. Number of directors limited to nine. Resident stockholders may consent to meetings out of the state, copy of proceedings to be filed with resident agent. Must make return to local assessors that stock may be properly taxed at market value. Stock may be issued for property on valuation fixed by commissioners. Original subscriber remains liable to extent of amount unpaid even after transfer. Fees. Not over $50,000, $25; over $50,000 to $100,000, $50; over $100,000 to $250,000, $75; over $250,000 to $500,000, $100; over $500,000 to $1,000,000, $200; over $1,000,000, $250. No annual franchise tax. Foreign corporations on admission pay same license fees as domestic. Non-residents would not be attracted by the requirements as to preliminary subscriptions and payments. For this reason and to secure perpetual corporate life residents in many instances find advantages abroad. |