(b) The purposes for which incorporation is sought.
(c) The place within Canada which is to be its chief place of business.
(d) Tbe proposed amount of its capital stock.
(e) The number of shares and the amount of each share.
(f) Tbe names in full and the address and calling of each of the applicants, with special mention of the names of the provisional directorS.
(g) The amount of stock taken by each applicant. The petition must be signed by each of the appli cants in person, in presence of a witness. An affidavit establishing the sufficiency of the Petition and Memo randum of Agreement and another verifying the sig natures of the Petition and Memorandum.
The Petition must be accompanied by the appro priate fee which varies with the amount of the cap italization. Thus, when the capital is $50,000 or less, —$100 ; when more than $50,000 and not more than $200,000, $100, and $1.00 for every $1,000 or frac tional part thereof in excess of $50,000 ; when more than $200,000 and not more than $500,000,—$250, and 50 cents for every $1,000 or fractional part there of in excess of $200,000; when more than $500,000,— $600, and 20 cents for every $1,000 or fractional part thereof in excess of $500,000.
Notice of the granting of the letters patent is given by the Secretary of State by two insertions in the Canada Gazette. Thereupon the company is deemed incorporated. The company must in addition insert the notice of incorporation on four separate occasions in at least one newspaper in the county, city or place where the head office of the company is to be. This notice is inserted at the company's expense. The pen alty for failure of the company to publish this notice is $20 a day.
The company shall not commence its operations or incur any liabilit3; before ten per cent of its authorized capital has been subscribed and paid for.
It is well worth noting here, since many companies have been heavily mulcted by informers for neglect of the precaution, that every such company must keep its name, with the word "Limited" after the name, painted or affixed in easily legible letters, in a conspic uous position on the outside of every office or place of business of the company. The word "Limited" must also appear in the company's seal, and on its letter-heads, bill-heads, bills of exchange, promissory notes, receipts, and so on.
When it is proposed to form an insurance, banking or transportation company, or some other corporation in which the public at large will have an interest, the formalities upon organization are more complex and intricate. Usually a greater number of incorpora tors is required, and a larger paid-up capital. For example, in New York a proposed insurance com pany must have a large number of applicants ready to take out policies, and an educational corporation must have a valuable plant. In Canada, banks, rail ways and insurance companies are incorporated by special statute. A loan company, on the other hand, may be incorporated by letters patent granted by the Governor in Council—not by the Secretary of State.
5. By-laws.—The certificate of incorporation, along with the general corporation laws, is, as we have seen, the measure of the corporation power, its contract with the state, and its statement of facts in which third persons may be interested. Every cor poration sets forth in by-laws its internal organiza tion. In this country and in Canada under the Do minion Companies Act, these are not filed in a public office—contrary, it may be observed, to the rule in England. Hence the by-laws carry no constructive notice to outsiders, tho members of the corporation are presumed to know their contents.
The by-laws usually provide for the following methods and policies: the methods of issuance and transfer of stock; the time and place of regular meet ings of stockholders and directors; the manner in which these and special meetings shall be called; and the order of business in all meetings, and the number that shall constitute a quorum; the number, qualifica tions and terms of office of directors; the number of members and the powers of certain standing commit tees, as well as what shall be a quorum in each case; the titles, tenure, duties and powers of all officers; and the method of amending or repealing by-laws. To these may be added other provisions, including, for ex ample, rules for the custody of funds, the method of computing profits and of setting up reserves, and a statement of the times at which dividends shall be declared.