Middletown transcript., 1899-09-23


~ place for the organization
Of trusts aroused a gooC
deal of interest. The point came up il
connection with his statement that eact
State should decide for itself what cor
porations should be organized within
tile State and what outside corpora
tions should do business within its Dor
ders. AS an exposition of the Della
aware law Mr.. Bryan read the follow
ing letter:
"The State Of Delaware has jus1
adopted the most favorable of existing
general corporation laws-one marking
a forward step in the evolution of cor
porations. 1t does not encourage reck'
less incorporation, nor merely the exis
tence of wildcat companies; out it fur
nishes at the least expense ample rights
to stockholders and reduces restrictions
upon corporate action to the minimum.
"The enactment is not the result, as
in the case of most States, OF hesitatlng
haIting enacting, amending and repeal
ing; but it is a logical and systematic
measure, framed by committee OF
able lawyees appointed by the Legisla-
ture to examine the various statutes OF
the various States and prepare bill
| which should embody the good and
eliminate the bad points of existing
law.
s'sf,tho T tho law is is based based broadly upon that
of the State of New Jersey, and en-
braces all the beneficial provisions and
safeguards found in the laws Of that
State. It is, however, in many respects
advanced far beyond New Jersey, and
makes Delaware much mere attrac-
tive home for business corporations.
"In the following salient provisions
the Delaware and the New Jersey laws
are subs antially iden ical:
II. ANY three persons may organic
a corporation.
"2. 1t may engage in any lawful
business except banking.
"3. Its existence may be perpetual
or limited.
81. 1t may buy and deal in real or
personal property, wherever situated,
and to any desired amount.
So. 1t may be mortgage or a
mortgagor.
"6. 1t may conduct business any
where in the world.
81. Stock may be issued for prop
erty purchased, and in Delaware for
services rendered, and in the absence of
fraud the judgment of the directors as
to the value of such property or ser-
vices is conclusive.
$50. It may easily wind up its affairs
and dissolve itself.
"9. It's authorized capital stock need
not be more than $4,000, and only ST.
600 of this need be subscribed for.
10. The amount of capital stock
which it may Issue is unlimited.
"11. 1t may file its certificate of in.
corporation and even begin business be-
fore any sum whatever is paid in.
''12. 1t may have different classes
Of stocks, with different privileges or
restrictions.
"13. The charter may be easily
amended.
IA. Only one director need be a
resident of Delaware.
"15. Capital stock may be easily
diminished or increased.
10. The corporation may be readi-
ly merged or consolidated into other
corporations.
"17. The ircorporators may or may
! not limit the authority Of the directors
as to the liabilities.
ADVANTAGES OF. DELAWARE. r
"The Delaware law possesses the fol-
lowing advantages:
II. The original fee that we pay
for incorporation is small-about three
quarters of that in New Jersey.
80. The annual tax is small-one-
half of that in New Jersey. Delaware
| is a small State and does not need very
large revenue.
"3. Stockholders and directors may
hold their own meetings wherever they
please, and need never meet in the
State of Delaware. New Jersey stock
holders must meet in that State. You
see, it Is a decided advantage over the
New Jersey law in that respect.
"4. The original stock and transfer
books, which ina New Jersey corpora
tion must be kept in the State. may be
keot In or out of Delaware, in the dis
cretion. OF the company. The exhibi-
tion of books by intermeddlers is much
more difficult under the Delaware law
than under the laws Of any other State.
sc. The liability of the stockholders
is absolutely limited when the stock
has once been issued for cash, property
or services.
81. Stock may be issued In compen-
sation for services rendered, and in the
absence Of fraud Ia the transaction the
| judgment of the directors as to tre
value Of such services is conclusive.
"S. For certain improved classes Of
corporations. as, for instance, railroad,
railway, telegraph, cable, etc., light
steam-heating power gas piping lines
and sleeping ear companies the advan-
tage is still more marked.
81 wish We had some way Of know
ing what the additional advantages are
after having read the ordinary adyan-
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