5. Location of the principal office.
6. Duration, which may be perpetual.
7. Number of directors.
8. Name and post-office address of each of the di rectors for the first year.
9. Name and pbst-office address of each of the cor porators, and the statement of the number of shares of stock which each agrees to take.
_Many other provisions may be inserted; the cor poration laws of most states provide that certain powers can be exercised by the corporation only when the certificate so provides. It is quite necessary, therefore, to study the laws of the jurisdiction in which the corporation is proposed to be organized, to determine whether any powers that the corporation May care to exercise must be included in the certifi cate.
A certificate of incorporation usually may be amended by a two-thirds vote of the stockholders. In most states the certificate required by the statute is similar to that of New York, given above, except that Sections 7 and 8 may be omitted; the directors not being chosen until the first meeting of the stockholders is held and the number of directors being fixed by the by-laws.
3. Organizing a certificate of in corporation must be signed and acknowledged by the incorporators and then sent to the Secretary of State. In New York the certificate need not be executed at a formal meeting. In Massachusetts and some other states the incorporators meet, execute their articles of agreement, and then submit the latter accompanied by the minutes of the meeting to the proper state offi cer. The latter examines the papers carefully to see whether they comply with all the provisions of the law. The most usual cause for complaint arises from the fact that the proposed certificate contains powers which an ordinary corporation cannot exercise un less there has been an attempt to organize it under the provisions of some special corporation act, such as the banking law, the insurance law, the transporta tion law, or the education law. If objection is made by the Secretary of State, the proposed certificate is returned to the incorporators, and they either omit the objectionable clauses or else entirely abandon the certificate and organize under the- provisions of the special corporation. act.
If the Secretary of State accepts the certificate, an organization tax is paid—varying in amount in the different states—to the state controller or state treas urer, and a duplicate copy of the certificate is filed with the clerk of the county in which the principal office of the corporation is to be situated. After these formalities have been observed, a meeting of the in corporators is held to elect directors (in New York the directors for the first year are appointed by the certificate), to adopt by-laws, and to provide for rais ing capital thru the sale of the capital stock of' the corporation. In many states the certificate must be published, for a certain length of time, in one or more newspapers in the county in which the principal office is to be located. After the papers have been filed, as above set forth, the meetings of the stockholders and the directors have been held, and the certificate has been properly advertised, the formation of the cor poration is complete.
4. Incorporating procedure under the Companies Act of the Dominion of Canada leading to incorporation may be briefly outlined as f011OWS : Not less than five persons may apply by way of petition to the Secretary of State for letters patent incorporating them as a company for any of the pur poses or objects to which the legislative authority of the Dominion Parliament extends, except the con struction and working of railways or of telegraph or telephone lines, the business of insurance, the busi ness of a loan company, and the business of banking and the issue of paper money.
The applicants must be twenty-one years of age. They sign the memorandum of agreement, subscribe for at least one share each, and accompany their ap plication with the following particulars: (a) The proposed corporate name of the company, which must not be that of any other known company, or liable to be confounded therewith, or otherwise ob j ectionable.