before any officer duly authorized to administer an oath, to the effect that they have commenced, or it is bona fide their intention to commence to carry on, the business mentioned in the agreement, and that the affiants verily believe that each party to the agreement has paid, or is able to and will pay the amount of the stock subscribed for by him; provided, that said affidavit shall not be made until at least ten per cent. of the stock subscribed by each stockholder and not less than ten per cent. of the capital stock of the corporation has been paid in; provided further, that where subscriptions to the capital stock of any corporation formed under the provisions of this chapter shall consist, in whole or in part, of property necessary to the pursuit agreed upon, there must appear in the articles of incorporation a description of the property so taken with a statement of the fair cash value thereof, which statement, except in the case of corporations organized for mining or irrigating purposes, shall be supplemented by the affidavits of three persons, to the effect that they are acquainted with said property and that it is reasonably worth the amount in cash for which it was accepted by the corporation; and the owners of such property shall be deemed to have subscribed such amount to the capital stock of such corporation as will represent the fair estimated cash value of so much of said property, or of such interest therein, as they may have conveyed to such corporation by deed actually executed and delivered.414 Before the first or any other officers shall enter upon the duties of their respective offices, they shall take and subscribe an oath of office, that they will discharge the duties of such office to the best of their judgment, and that they will not do nor consent to the doing of any matter or thing relating to the business of the corporation with intent to defraud any stockholder or creditor or the public, which oaths shall be filed in the office of the county clerk.415 The agreement with the oath or affirmation, shall, within ten days from its due execu

414 Ibid. § 316. 415 Ibid. § 317.

tion, be deposited with the county clerk of the county in which the general business is to be carried on, and shall be by him recorded in a book to be prepared for that purpose and kept in his office.416 A certificate of filing by the clerk, together with the articles of agreement are then filed with the Secretary of State; and thereupon corporate existence shall begin.417 Failure to use the franchise for two years constitutes a forfeiture of it.418 The ordinary powers are granted.419 Amendments may be made and filed like the original charter 420 so long as they are in accordance with the laws of the State; "provided that the original purpose of the corporation shall not be altered, nor shall the capital stock be diminished to an amount less than fifty per cent. in excess of the indebtedness of the corporation; and provided, further, that the personal or individual liability of the holder of full-paid capital stock for assessments or for the indebtedness or obligations of the corporation shall not be changed without the consent of all the stockholders." 421

§ 55. Vermont.

Five or more persons of lawful age may, by articles of association, form a corporation for carrying on any object or business not repugnant to public policy or the laws of this state, excepting telegraph, telephone, express, banking and insurance business, the construction and operation of railroads or aiding in the construction thereof, and the business of savings banks, trust companies or corporations intended to derive profits from the loan of money or to deal in real estate, but if, in the opinion of the Secretary of State, the business of a proposed corporation may be repugnant to public policy or the laws of this State, he shall, before making the record hereinafter pro

416 Ibid. § 318.

417 Ibid. § 319. 418 Ibid. § 320.

419 Ibid. § 322.

420 Ibid. § 339. 421 Ibid. § 338.

vided, refer the same to a judge of the supreme court, who shall have full power to determine, with or without hearing, whether said proposed corporation may or may not be organized under the provisions of this chapter.422

The articles of association shall set forth the name of the corporation, the object or objects for which it is established, the place in which the business is to be carried on, the amount of its capital stock, if any, and be signed by the persons who associate to form it, with the designation of the post-office address of each. Any corporate name may be assumed which is not in use by another corporation or company, and a corporation so organized may adopt a corporate seal.423 Such articles of association shall be transmitted to the Secretary of State, who shall, if the same are made and executed in compliance with the preceding section, record them in a book kept for that purpose and return to the corporators a certified copy thereof, which copy shall be recorded in the office of the clerk of the town in which the principal place of business of the corporation is to be located, in a book kept for that purpose. When said original articles and said certified copy are so recorded, and the franchise or license tax required by law, if any, has been paid to the State Treasurer, the signers thereof shall be a corporation, with the rights and powers and subject to the duties and liabilities of corporations.424

The ordinary corporate powers are given.425 The name and location of the corporation may be changed by a two-thirds vote of the stockholders, the change being recorded like the original articles.426

§ 56. Virginia.

Three or more persons may associate to establish a corpora

423 Vt. Gen. L. § 3704.

423 Ibid. § 3705.

424 Ibid. § 3706.

425 Ibid. §§ 3719–3721.

426 Ibid. § 3734; 1898, No. 68.

tion for the transaction of any lawful business, or to promote or conduct any legitimate object or purpose, except a railroad company, a telegraph company, a telephone company, a canal company, a turnpike company, or other company which shall need to possess the right of eminent domain for the purpose of taking and condemning lands within this State.427

The certificate of incorporation shall set forth: (a) The name of the corporation, which name shall contain the word "corporation," or the word "incorporated," and shall be such as to distinguish it from any other corporation engaged in a similar business, or promoting or carrying on similar objects or purposes in this State. (b) The name of the county, city, or town wherein its principal office in this State is to be located. (c) The purposes for which it is formed. (d) The maximum and minimum amount of the capital stock of the corporation, and its division into shares; and, if there be more than one class of stock created by the certificate of incorporation, a description of the different classes thereof, with the terms on which such different classes are created. (e) The period, if any, limited for the duration of the corporation. (f) The names and residences of the officers and directors who, unless sooner changed by the stockholders, are for the first year to manage the affairs of the corporation. (g) The amount of real estate to which its holdings at any time are to be limited. (h) The certificate of incorporation may also contain any provision which the incorporators may choose to insert for the regulation of the business, and for the conduct of the affairs of the corporation; and any provision creating, defining, limiting, or regulating the powers of the corporation, of the directors, or of the stockholders, or of any class or classes of stockholders; provided, such provision be not inconsistent with this act.428

The certificate, signed and acknowledged by the three or more incorporators, shall be presented to the judge of the 427 Va. Corp. Supp. ch. 1, § 1.

428 Ibid. § 2.

county or city court where the principal office is to be located. The judge shall certify whether the certificate is signed in accordance with the requirements of the act. If so, it shall be presented to the State Corporation Commission, which shall ascertain whether the applicants are legally entitled to a charter. If they so certify, the certificate shall be filed with the Secretary of the Commonwealth, who shall record it and also cause it to be recorded in the clerk's office of the local court. As soon as the certificate is filed with the Secretary of the Commonwealth the corporation comes into existence, with the powers named in the certificate and the general powers conferred by law.429 Until such amount of stock as the incorporators determine (not less than the minimum fixed by the certificate) has been subscribed, the signers of the certificate shall have direction of the affairs of the corporation.430 Amendments may be made after beginning business by a two-thirds vote of the stockholders, filed and recorded like the original certificate.431

The ordinary powers are granted, including "if authorized so to do in its charter, certificate of incorporation, or articles of association or in any amendment thereof, to subscribe to, purchase, or otherwise acquire or to guarantee or to become surety in respect to the stock, bonds, or other securities and obligations of other companies;" 432 but the corporation cannot issue bills, notes or other evidences of debt for circulation as money.433 It may conduct its business in other States or countries, hold directors' meetings outside the State, have offices without the State, and hold, purchase, mortgage and convey real and personal property without as well as within the State; provided that the principal office shall be in the State.434

429 Ibid. § 3.

430 Ibid. § 4.

431 Ibid. § 7.

432 Ibid. ch. 5, § 2.

433 Ibid. § 3.

434 Ibid. § 5.