Gold Hill daily news. [volume] (Gold Hill, N.T. [Nev.]) 1863-1882, 1865-01-12
THE CORPORATION LAW.

corporated elsewhere, 70 remove their
principal offices hither, involves subject
with which we confess to but slight ac-
quaintance. We have not investigated
the matter with care, nor conyersed much
with those who are best qualified to judge
of the propriety of the measure. We con-
fess, however, that the arguments which
we have heard and read adverse to the
proposed law seem to US more forcible than
the reasoning in its tavor. The Alta, OF
Wednesday has an article upon the sub
ject in which it presents several obstacles
to the law, and from which we make the
following extracts:
In regard to the present bill, we remark
that no California company can remove
its chief business Office to any place out OF
this State. 1t is implied in our general
corporation law, and we think in the cor
poranon law of all the principal States,
that the chief office shall be within the
State. Otherwise, there would be no rea-
SON for incorporating it. The last LegisI
lature of California passed an Act to au-.
thorize removals Of the chief office of min
ing companies, and that Act contained the
following clause:
"This act shall not be so construed as to
authorize any mining company or corporation
to remove its office or principal place OF bust
ness out Of this State" Statutes, CAL, 1864,
.76.) g....
1t is therefore impossible for any Cali
fornia corporation to comply with the re-
ouirements of the Nevada bill, if it is de-
sired to do SO. Ii the office were removed,
the company would forfeit its charter and
would cease to exist. A new company
might be organized, and the same persons
might be stockholders, and it might own
the same property, butt would be another
company in law and in fact. If Board
of Trustees should adopt resolution to
remove, the resolution, being contrary to
law, would be void; if they should take
the books from this State, they would be
guilty of breach of trust, if not of LARGE.
ny; if they should cause the forfeit OF the
charter, they would be liable to the stock.
holders for the expenses and damages, in
disincorporating, or otherwise dissolving.
TO talk, therefore, of removing an office
or papers of q company, or company it.
self, to another State, is simply absurd.
The Legislature of Nevada may break up
California companies; it cannot move
them.
If any company should desire to move
its chief Office to Nevada, the proper mode
of procedure would be to apply to our
Courts for a decree of disincorporation;
and then few members might reincorpo-
rate in Nevada, and the stockholders
could convey their property to the new
company by deed, as was done at the orr
glnal formation of the leading companies.
This would be very troublesome and ex-
pensive proceeding, but it is feasible and
lawful.
The wealthy mining companies have few
stockholders IN Nevada. The Gould and
Curry has only one, and that one lady.
We have not enquired at the offices of the
Savage, Ophir, Potosi, Chollar and En-
pire, but we presume that, on an average
they have not half dozen stockholders
resident in the silver State. Nine-tenths of
the California companies mining in Ne
vada, could not find enough stockholders
| out of this State to make up board Of
trustees. The Board Of the Gould and
Curry own nearly third Of the stock {;
and the proportion is large in all the COM
panies. So if there were stockholders
enough in Nevada, still they do not hold
enough stock to lit them for trustees; and,
if they held enough stock to take proper
interest in the company, and TO labor as
trustees without pay, still, they are not
persons of great wealth and long estab-
lished reputation. The managers Of a
valuable mine must be men who command
confidence, otherwise the stock will not be
in demand.
If the companies could move their Off
ces to Nevada, they would injure them
selves by doing so. This is the place
where most of the stock is held, and will
be held and it is the interest of Nevada
that 1t should be held here. Here the
wealth and the business men Of the coast,
known abroad by reputation, are congre-
gated; and from this wealth, and body OF
business men, confidence must go out.
Take the offices of the companies to Ne
vada, and the responsible men will refuse
to be trustees. They are willing to be
trustees here, without charge, and to pay
semi-annual visits to Virginia, but they
cannot attend regular monthly, or semi
monthly, or even quarterly meetings, at
Virginia, The stock would fall in value,
work would come to a Otop in mines not
paying now, no new companies would be
organized, no new work would be under
taken, and Nevada would simply cut off a
large source of her wealth and the en-
ployment of thousands of her laborers,
without possible benefit to the State at
large, though some petty spite might be
grati6ed OF individual profits secured.
This is enough for to-day.