"The articles of agreement shall set out; First, the corporate name of the proposed corporation, which shall not be the name of any corporation heretofore incorporated in this state for similar purposes, or an imitation of such name; second, the name of the city or town and county in which the corporation is to be located; third, the amount of the capital stock of the corporation, the number of shares into which it is divided, and the par value thereof, that the same has been bona fide subscribed, and one-half thereof actually paid up in lawful money of the United States, and is in the custody of the persons named as the first board of directors or managers; fourth, the names and places of residence of the several shareholders, and the number of shares subscribed by each; fifth, the number of the board of directors or managers, and the names of those agreed upon for the first year; sixth, the number of years the corporation is to continue, which in no case shall exceed fifty years; seventh, the purposes for which the corporation or company is formed: Provided, that if upon organizing a corporation under this article it is desired that any portion of the stock shall be preferred, the articles shall further set out the amount of such preferred stock, the number of shares thereof, the names of the subscribers therefor, the number of shares of such stock subscribed by each subscriber therefor, and the preferences, priorities, classifications and character thereof." 227 These articles are signed and acknowledged by all the parties, recorded in the office of the recorder of deeds in the county or city where the corporation is to be located, and a certified copy filed in the office of the Secretary of State. Any subsequent amendment shall be recorded and filed in the same way.228 The corporation is legally formed and continues for not more than fifty years from the Secretary's certificate of the filing of the articles.220 The first meeting is called by notice signed by a subscriber

227 Ibid. § 1312. 228 Ibid. 1313. 220 Ibid. § 1314.

to the articles and personally served or published in a local newspaper seven days before the meeting.230 Corporations are granted the ordinary powers, 231 but it is provided in the constitution that "No corporation shall engage in business other than that expressly authorized in its charter or the law under which it may have been or hereafter may be organized, nor shall it hold any real estate for any period longer than six years, except such as may be necessary and proper for carrying on its legitimate business." 232

§ 36. Montana.

Corporations may be formed by the voluntary association. of any three or more persons 233 for the following purposes of profit: insurance, banking, trust and investment companies, various public services, and "The transaction of any mercantile, commercial, industrial, manufacturing, mining, mechanical or chemical business; The transaction of a printing and publishing business; The erection of buildings and the accumulation and loan of funds for the purchase of real estate; The establishment and maintenance of a hotel; The improvement of the breed of domestic animals by importation, sale or otherwise; The transaction of the business of raising, buying and selling cattle, horses and sheep; or, The construction of canals, ditches, flumes and other works for conveying water and reservoirs for storing the same, and the boring of artesian wells."

But a corporation can be formed for no purpose not specified.234 The articles of incorporation must state the name, purpose and location of the corporation, the term for which it is to exist (not more than twenty years), the number of directors (three to thirteen) and the names and residences of

230 Ibid. § 944.

231 Ibid. § 971.

232 Mo. Const. Art. 12, § 7.

233 Mont. Civ. Code, § 392. 234 Ibid. §§ 393, 604.

those first appointed, the amount of capital stock and number of shares, and if there is a capital stock the amount actually subscribed and by whom. If the stock is assessable it must be so stated,235 These articles must be subscribed and acknowledged, filed in the office of the county clerk and a certified copy with the Secretary of State; and the corporation is then legally formed.236 A copy of the articles must be filed in every county in which the corporation holds property.237 The ordinary powers are granted,238 but no corporation shall create or issue bills, notes, or other evidence of debt, upon loans or otherwise, for circulation as money.239 The stockbook is open to the inspection of any stockholder or creditor.240

§ 37. Nebraska,

Any number of persons may be incorporated for the transaction of any lawful business.241 The articles of incorporation, which must be filed with the Secretary of State and with the county clerk of the county where their headquarters are located 242 must fix the highest amount of indebtedness or liability to which the corporation shall at any one time be subject, which must in no case exceed two-thirds of the capital stock.243 Notice must be published in a newspaper near the principal place of business for four weeks.244 As soon as the articles are filed with the county clerk the corporation may begin business; but the filing with the Secretary of State and publication must take place within four months.245

[Chap. II. Changes must be published in the same way; 246 and notice of the indebtedness of the corporation must be published annually.247

38. Nevada,

Three or more persons may be incorporated "for the transaction of any lawful business, or to promote or conduct any legitimate object or purpose" except to carry on within the State an insurance business or that of a surety company or a railroad company (other than a street railway).248 But the excepted companies may be formed to operate wholly outside the State, provided they do not infringe the laws of the place where they are to transact business.249 The organization is effected by signing and acknowledging articles of incorporation, filing them in the office of the County Clerk where the principal business is to be carried on, and filing a certified copy with the Secretary of State.250

The articles of incorporation shall contain the following: 251 1. "The name of the corporation (which name shall end with the word 'incorporated,' or shall contain one of the following words, used therein as a substantive or noun, 'association,' 'company,' 'corporation,' 'club,' 'society,' or 'syndicate') and shall be such as to distinguish it from any other formed or incorporated in this State or engaged in the same business, or promoting or carrying on the same objects or purposes in this State." 2 and 3. Location and nature of the business. 4. "The amount of the total authorized capital stock of the corporation, which shall not be less than two thousand dollars; the number of shares into which the same is divided, and the par value of each share; the amount of subscribed capital stock with which it will commence business, which

shall not be less than one thousand dollars; the amount actually subscribed and the amount actually paid up if any; and if there be more than one class of stock created by the certificate of incorporation, a description of the different classes with the terms on which the respective classes of stock are created, and the amount of each class subscribed and amount paid thereon." 5. Names and addresses of subscribers and amounts subscribed. 6. Period of duration. 7. Number (not less than three) and name of. directors or trustees. 8. "Whether or not capital stock, after the amount of the subscription price or par value has been paid in, shall be subject to assessment to pay debts of the corporation, and, unless provision is made in such original certificate or articles of incorporation for assessment upon paid up stock, no paid up stock and no stock issued as fully paid up shall ever be assessable or assessed, and the articles of incorporation shall not be amended in this particular. 9. The certificate or articles 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 provisions creating, defining, limiting and regulating the powers of the corporation and the rights, powers or duties of the Directors, the stockholders, or any classes of the stockholders, or holders of the bonds or other obligation of the corporation, or providing for governing the distribution or division of the profits of the said corporation; provided, such provisions are not contrary to the laws of this State." Corporate existence begins when the certificate is issued by the Secretary of State upon filing the articles. 252

The ordinary powers are granted, and in addition "to conduct business in this State, other States, the District of Columbia, the Territories, Districts, Dependencies and Colonies of the United States and in foreign countries, and have one or more officers out of this State, and to buy or otherwise obtain, hold, purchase, mortgage and convey real and per252 Ibid. § 5.