the same meaning. The qualifications of incorporators vary with the State from which the charter is sought. The usual number of incorporators required by the various acts varies from one to five. In Iowa and Nebraska one person may incorporate." Residential requirements on the part of incorporators exist in Alaska, California, Idaho, Kansas, Maryland, New York, North Dakota, Ohio, Oklahoma, Pennsylvania, South Dakota, Texas, Utah, and Wisconsin. Failure to state residence of incorporators in articles is, however, not fatal to corporate existence.* The general rule is that citizenship is not necessary unless specifically required by the statute of incorporators. It has been said that in the absence of statute providing otherwise incorporators must be stockholders. The rule, however, appears to be otherwise in Oregon, Pennsylvania, South Dakota, Texas, Tennessee, and Georgia. In a majority of the States, however, statutes expressly prescribe that incorporators must be subscribers for at least one share of the capital stock of the proposed corporation. If married women are under no disabilities, they may act as incorporators. Aliens may be incorporators if statute does not provide otherwise." Some of the States expressly limit the right to become incorporators to natural persons. However, where no such express limitation exists, there is no question but what the word "person," when used in the statute limiting such matters, would not permit corporations to act as incorporators.10 The rule seems to be that incorporators must be of full age.11 Incorporators must also be known persons.12 The modern rule 1 P. B. Corporation v. Lamson, 16 Me. 224; Ulmer v. Company, 98 Me. 579; 57 Atl. 1001. * State v. Foulkes, 94 Ind. 493; see also Halbert v. Association (Tex. Civ. App.), 34 S. W. 636. M. N. F. Co. v. Baumbach, 32 Fed. 205; A. S. Co. v. Heidenheimer, 80 Tex. 344; 15 S. W. 1038. • Gulliver v. Roelle, 100 Ill. 141; Byronville Creamery Ass'n v. Ivers (Minn.), 100 N. W. 387; Chase v. Lord, 77 N. Y. 11; Medler v. Company, 6 N. Mex. 331. 7 Coyote, etc. Co. v. Ruble, 8 Ore. 284; Densmore Oil Co. v. Densmore, 64 Pa. St. 43; Singer Mfg. Co. v. Peck, 9 S D. 29; 67 N. W. 947; Ramsey v. Tod, 95 Tex. 614; 69 S. W. 133; Byrnes v. Beck, 10 Ga. 121; B. B. & T. Co. v. J. B. T. Co., 101 Tenn. 545; 48 S. W. 228; Wechselberg v. Bank, 64 Fed. 90. 8 In re application for charter, 27 Weekly Notes of Cases (Pa.), 399; In re Century Club, 27 W. N. C. (Pa.) 399. Lamar v. Browne, 92 U. S. 187; 23 Law. Ed. 650. 10 C. R. Co. v. P. R. Co., 31 N. J. Eq. 475; Insurance Co. v. N. H. P. Co., 37 La. An. 233. 11 Matter of Globe, etc. Ass'n, 135 N. Y. 280; 32 N. E. 122; H. F. Road Co. v. Townsend, 13 Ont. Ap. Rep. 534. 12 C. R. R. of N. J. v. P. R. R. Co., 31 N. J. Eq. 475. 66 seems to be that incorporators are merely conduits for the purpose of organization for the benefit of future stockholders.1 Under this rule there can be no valid legal question raised at this day as to the legality of the use of what are commonly known as dummy incorporators" in the organization of corporations.2 § 3. Corporate Name. - Every corporation, like an individual, must have a name under which its business must be carried on. It has been said "that the name goes to the very being of the creation, the knot of the combination, without which corporations could not do their corporate acts, without which it is unable to implead and be impleaded, to take any action until it hath gotten a name." The word "company," which is usually a part of the corporate name, does not necessarily imply a corporation. In Alabama, Colorado, Connecticut, Delaware, Kansas, Kentucky, Missouri, North Carolina, and Virginia statutes exist which provide that the corporate name must end with some such word as "association," "company," ," "corporation," "club," "society,' "syndicate," or "limited." 5 In a number of the States corporations upon organization are forbidden to take the same name as that of an existing domestic corporation, or one so similar as to be calculated to deceive or cause confusion. Some few of the States go still further and forbid the use of the name of any foreign corporation by newly created domestic corporations, provided the former has secured a permit to do business in the State. The States here referred to are Connecticut, Delaware, Kentucky, Massachusetts, New York, Utah, Virginia, and West Virginia. In the absence of such statute there is ordinarily no restriction on the right to take the corporate name of a foreign corporation.7 The corporate name is the property of the corporation, and equity will protect the corporation in any jurisdiction from the 1 Densmore Oil Co. v. Densmore, 64 Pa. St. 43. 2 Salamon v. Salamon Co. (House of Lords Cases), 45 Weekly Rep. 193; 75 Law Times Rep. 426. But see Louisville Banking Co. v. Eisenman, 94 Ky. 83; 21 S. W. 531, 1049; Tillyer v. Hero Jar Co., 17 Phil. (Pa.) 153. 3 Smith v. Plank Road, 30 Ala. 650; Hazelton Boiler Co. v. Company, 137 l. 231; 28 N. E. 248. 77. 4 Clarke v. Insurance Co., 7 Mo. App. 5 On use of word "limited see Sparks v. Company, 3 Idaho, 306; 29 Pac. 134. 6 See State v. McGrath, 75 Mo. 424. 7 L. V. C. Co. v. Hamblen, 23 Fed. 225; G. I. R. G. M. Co. v. G. R. Co., 128 U. S. 598; 9 S. Ct. 166; People ". H. L. Sus. Co., 111 Mich. 405; 69 N. W. 653. fraudulent use of another name so like it as to deceive the public and rob it of its business.1 The mere fact that the corporation against whom a restraining order is asked for has secured a charter in that particular State while the complaining corporation has never been incorporated there or even procured a permit to do business there, will not in most jurisdictions prevent the granting of such relief.2 Where statutes exist, such as have been referred to, forbidding the use of similar corporate names, while the attitude of the Secretary of State in such cases with respect to the issuance of a certificate of incorporation is ministerial, yet he has reasonable discretion in the matter and cannot be mandamused when exercising such discretion. In protecting the use of a corporate name the courts proceed on the theory that such name should be protected in equity on principles analogous to those which prevail in the use of trademarks.* § 4. Corporate Purposes. By corporate purposes is meant the specific declaration in the articles of incorporation of the nature of the business which the corporation is authorized to carry on. Such statement is a matter which primarily concerns the stockholders, and to a less degree the State under whose authority the corporation is created. In the granting of corporate privileges it is important to specify the purposes and objects because the courts should have some guide in keeping them within the powers granted and conveyed. Unless they be specified with particularity in the petition or in the granting thereof, they might do as they pleased and the law be powerless to restrain them. The purposes enumerated in the articles of association, read in connection with the general laws under which the charter is procured, is the measure of the powers of the corporation." 1 Ind. Mut. Dep. Co. v. Central Mut. Dep. Co., 23 Ky. L. R. 2247; 66 S. W. 1032. 2 Ind. Mut. Dep. Co. v. Central Mut. Dep. Co., 23 Ky. L. R. 2247; 66 S. W. 1032; P. T. S. D. I. Co. v. P. T. Co., 123 Fed. 534. 3 State ex rel. v. McGrath, 92 Mo. 355. 4 P. T. S. D. I. Co. v. P. T. Co., 123 Fed. 534; Grand Lodge v. Graham, 96 Iowa, 592; 65 N. W. 837; Higgins Co. v. Higgins Soap Co., 144 N. Y. 462; 39 5 In re John H. Deveaux et al., 54 Ga. 673. 6 G. B. & M. R. Co. v. Union Steamboat Co., 107 U. S. 98; 27 L. E. 413; Salt Co. v. East Saginaw, 13 Wall. (U. S.) 378. It must be remembered that articles of association under general acts are the productions of private citizens gotten up in the interest of the parties who propose to become incorporated, and who are stimulated by their zeal for personal advantage rather than for the general good. They are, so far as permitted in accordance with the law, substitutes for legislative action in the place of the will of the people of the State as formerly expressed by acts of the legislature. While it was true at one time that all grants from the State to corporations were strictly construed, this principle has been subject to considerable modification of late years. This is owing to the passage of general incorporation acts which were undoubtedly framed and passed with the intent to liberalize the law in respect to such grants.1 "It is fundamental that a corporation can be created and exist only by statutory authority, and if a corporation organizes under a general act and inserts in its articles of incorporation regulations and provisions additional to those required by the creative statute, such additional regulations and privileges are voidable at the will of the State, nor is the corporation permitted to place any restrictions on the manner of exercising its corporate duties other than the statute provides. If the corporation claims the right to exist for a certain purpose, it must show that it was organized under a statute authorizing the creation of a corporation for that particular purpose." 2 The statutes of the various States differ of course with respect to the character of the purposes for which corporations may be formed. Some of them permit incorporation for any lawful business, without any limitations whatsoever. The phrase "other lawful business," found in so many of the statutes, is, according to the weight of authority, held not to be subject to the noscitur a sociis rule, and is used as a "catch-all" for the purpose of including any kind of business for pecuniary profit not otherwise provided for. In setting out the purposes, this must be done with reasonable certainty and definiteness. For example, an application for a charter was refused in Pennsylvania, where it was stated that, in addition to certain enumerated objects, the 1 Finnegan v. Noerenberg, 52 Minn. 239; 53 N. W. 1150. 8 Brown v. Corbin, 40 Minn. 508; 42 N. W. 481; Green v. Breard, 35 La. An. 2 Indiana Bond Co. v. Ogle et al., 22 875; Dittman v. Company (N. J.), 54 Atl. Ind. Ap. 593; 54 N. E. 407. 570. corporation was organized for "such other purposes as might be agreed upon in the future." 1 In many of the States express mention is made of the various specific purposes for which corporations may be created. As a general rule the incorporators are required to set out in their articles of association the specific purpose or purposes for which the proposed corporation is to be organized.2 Turning now to the various States, we find the following statutory provisions relative to the purposes for which business corporations may be created. In Alabama for any general business or lawful enterprise. In Arizona for the transaction of any lawful business. In Arkansas for the transaction of any lawful business. In Colorado for any lawful purpose. In California for any purpose for which individuals may associate themselves. In Connecticut for the transaction of any lawful business. In Delaware for the transaction of any lawful business or to promote or conduct any legitimate object or objects. In the District of Columbia any enterprise or business which may be lawfully conducted by an individual, except banking, real estate, and railroads. In Florida for the transaction of any lawful business. In Georgia for any purpose intended for pecuniary profit. In Idaho for any purpose for which individuals may lawfully associate themselves. In Illinois for any lawful purpose. In Indiana for the transaction of any kind of mining, mercantile, chemical, and manufacturing business; also grain elevator, union stock yards, and transit companies. In Iowa for the transaction of any lawful business. In Kansas for the transaction of any kind of manufacturing, mining, chemical, and mercantile business. In Kentucky for the transaction of any lawful business, or to promote or conduct any legitimate object or purpose. In Louisiana for the transaction. of any lawful business, except stock jobbing. In Maine for the transaction of any lawful business. In Maryland for the transaction of any kind of mining, manufacturing, chemical, or mercantile business; also for shipbuilding and industrial purposes, and for the transportation of the products of any manufacturing or mining corporation. In Massachusetts for any lawful purpose except to buy or sell real estate or to sell or manufacture intoxicating liquors. In Michigan for the transaction of any lawful 1 In re Journalists' Fund, 8 Phil. 212. 2 See Hughes v. Company, 34 Md. 316. |