The Wilmington daily Republican. (Wilmington, Del.) 1890-1902, 1898-03-26
THE new CORPORATION ACT
AS Soon as Passed, Charters Can be Grant.
ed by the Courts.

uct WAS unlaneu Dy Une legal COMMISSION
Thursday morning, and introducedIin lin !th'
House by Representative Smith, chair
man of the Committee on Private Cor
porations, The reading occupied two
hours. The bill is the longest bill which
has yet been presented 1t covers one hun
dred type. written pages, and has 1856 Sec
tions. 1t was ordered printed SO thai
copies may be furnished those who are in
terested. No action will be taken soon, ai
1t Is desired to first obtain expressions OF
opinion.
The Till provides that any number Of
persons, not less than three, may associate
to establish corporation for any !egiti
mate business, subject to the provisions
of the oct. Every corporation has power
to have succession by its corporate name
for period not exceeding twenty years,
to sue and be sued, complain and defend
in any court, make and use common
seal, to hold, purchase and convey real and
personal estates, as the purposes Of the
corporation shall require, not exceeding
the limit fixed in the charter. to appoint
such officers as are necessary, to mako by
laws not inconsistent with the constitu-
tlon and laws Of the State or the United
States, and to wind up or dissolve itself,
or be wound up or dissolved, as the act
provides. In addition, to have such general
powers as may be allowed under the
general corporation act.
No corporation created under the act
shall be deemed to possess banking pow
ers. The act may be amended or repealed,
at the pleasure Of the Legislature, and
all corporations shall be bound by it. But
this shall not impair the liability OF
the corporations for any liabilities In
CURED previous to that time. Corporations
may have offices and hold property out
ci oh ov,I iv,-F ptria
The certificate Of Incorporation shall set
forth the name of the corporation, whore
its principal office or place of business is
to be located, the nature Of the business,
the amount of capital stock, the par value
thereof, the amount to be paid in before
commencing business, which shall not be
less than 10 per cent. of the whole capital,
the names and places of residence of each
of tho original subscribers, the time when
1t Is to commence, by what officers or per-
sons the affairs of tho company are to be
conducted, the value Of real and personal
estate, OF which the corporation may be-
come possessed, the highest amount of Ii
ability, which the corporation may incur,
whether the private property of the stock
holders shall be subject to payment of the
corporate debts, and to what extent,
whether the parties signing the certificate
desire any limitation upon the powers Of
tho corporation.
The certificate is to be sworn to recorded
in the office of the recorder of deeds in the
county where the principal office is located
and then filed in the office of the Secretary
of State. Amendments and alterations ore
to be made by supplemental certificates.
After the necessary fling, and the pay
ment of the regular license tax to the Sec-
Rotary of State, the persons SO associating
themselves between corporation.
Fifty per cent. Of the capital stock shall
be paid in before any corporation can
transact business with any one outside Of
it's own Stockholders. The usual pro-
visions are made for paying up on stock.
Tho stockholders Of each corporation are
liable aud responsible to the
for all con tracts and liabilities to
the extent of the value of their stock at
par value, in addition to the amount of
such stock. No company is allowed to use
any part ofits capital stocks for dividends
Penalties are provided for making false
reports of the standing of corporations
The business of every corporation shall
be managed by a board of not less than
three directors, each of whom shall own
not less than three shares of tho capital
stock. A corporation may reduce its capi-
tai stock on the written consent of stock
holders representing two-thirds of all the
capital stock. and the capital stock may be
Increased in the same manner
Corporations may be dissolved by all of
the Stockholders filing a certificate to that
effect in the Office Of the Secretary of
State. or they may be dissolved by the
regular process, of the court In either
case the chancellor shall appoint suitable
trustees TO wind up the affairs Of the cor.
poration. The usual provisions are made
FOR appointing receivers. Two corpora
ions in the same kind of business may
combine upon the application of the hold
,rs of two.thirds Of the capital stock in
,ach.
Every corporation is compelled to have
1t It's principal place Of business a sign
the name Of tho corporation
md beneath 1t the word incorporated"
Provision Is made for the organization
" companies to reclaim and improve
litches tho regulations being about the
ame as has been the case heretofore in
legislative enactments.
Certificates for the incorporation of rail-
Dad companies must be signed by not less
han thirteen people and must state the
lRme Of the corporation, tho number of
wenty, the points between which 1t is to
% built the estimated length, and the
ounties through which it runs, the
mount Of capital stock, which shall not
'e less than 5000 per mile, the number Of
hares of capital stock, the names of the
orporators, u majority of whom shall 1.-Two
n the state. Railroad companies are to |
ave the usual power to procure land and
he general privileges accorded railroad |
The charter is not to be |
ranted until at least $1,000 mile is de-
osited with the state treasurer, which Is
. be paid back as each mile of road Is con-
rnl iva
,ithiD thirty days after tho certificate has
cen filed. The usual provision is made
,r condemnation proceedings in case the
ompany and owner of the property are
nable to agree upon price.
No railroad shall be more than &c feet In
idth, unless required by slope of the land
r embankments. Work shall be COM
lencsd within six months aftor the sur
by Is completed. Any railroad company
under tho act shall have the
ght TO croes the line of any other COM
any, subject to proper regulations. Any
tilroad corpuny which fails to complete
! least one mile Of track within two years
tor the survey shall forfeit its franchise.
ny railroad corporation shall have power
borrow money and issue bonds for the
me to an amount not exceeding its
hole paid.up capital stock. Conductors
I'd other employees on passenger trains
o compelled to wear tho Initial letters OF |
10 corporation and the name of his office.
The corporation is required to make an
lnual report to tho stockholders, sworn
by the secretary, treasurer, superin-
ndent and directors.
This statement is similar to the state
ents now made by companies, covering
erything in connection with the opera
IN OF the road for the preceding year.
ID including the number of people killed
ID injured Railroad companies arc re-
tired to maintain danger signals at cross.
gs or within incorporated cities or towns
maintain safety gates and watchmen, !
demanded by the town officials.
I'he.acS also makes provision for the in.
operation OF light, heat and power COM
niles and gives them permission to lay
pos or wires under the streets of any
wn in the STATE providing that the per-
ssion Is obtained from the local au-
Dritios and the work done according to
Dir regulations. Telephone poles are to
erected and lines maintained under the
ne conditions.
Any number OF persons, not less than
ycn, may form corporation for operat-
! railway to be operated by power ,
Ter than steam. The requirements for
ng tho certificate are similar to those
steam railroads, except that tho am cunt
capia al stock required is not less than
100 per mile. The charter is not to be
inted until at least $500 per mile Is de-
,itcd with the state treasurer, to be res
d as each mile of road Is completed.
0 requirements for organization are
llar to those for steam railroads. No