The Topeka state journal. [volume] (Topeka, Kansas) 1892-1980, 1900-06-06
Corporations Refuse to Comply
With Kansas Law.
Secretary of State PowerIess to
Enforce Provisions.
NO BLANKS ARE SENT.
Those That Have Not Reported
Left Off List.
Only Feel Effect of Law When
They Are Sued.

The Bush corporation law, passed by
the special session of the legislature.
seems to command little respect of cor
porations. which are required to make
annual reports showing the condition
of the business to the secretary OF
state.
This law was originally passed with
the view of preventing the watering of
stocks and to also prevent illegal prac-
tices in the conduct of the business OF
a corporation.
It was contended when the law was
being considered in the legislature that
the passage would be valuable to the
taxpayers of the state who by reason
OF these annual reports could at any
time acquire positive information con-
cerning the responsibility of corpora
tions in which they were interested,
either as patrons or stockholders.
The law so far it was designed
to answer this purpose is a failure. Cor
norations which were aimed at have
paid not the slightest attention to the
law. They have ignored its provisions
in every particular, going so far as to
fail to answer the letters of inquiry
sent out by the secretary Of state.
There are 5000 corporations on rec
ord as chartered Institutions in the
/ office of the secretary Of state
OF this number zoo are dead, reports
| of this condition having been received
/ -O----NNN-~-
| them.
One thousand corporations have COM
| piled with the provisions of the law
| requiring annual reports while $500
have ignored the letters of the secretary
! of state demanding these reports.
There is but ore penalty attached to
this violation of law and it is one
| which has no terrOrS for the average
business enterprise. It is provision
| to the effect that If a corporation be
! sued it can not defend itself in court
| unless such annual reports have been
| made to the secretary of state. So
long as a corporation has no lawsuits
| the protection of this law is not nee
! essary. And. in the event Of a law
suit arising, it would be an easy mat
ter for the corporation to make out
and file its report, thereby placing it
fSSelf in the position required by law
for proper defenses
The secretary of state has sent out
the necessary blank forms upon which
these annual reports for. 1SSg-1900 are
to be made. the return being due be-
tween June and August 1 this year.
The secretary of state has long ago
given UP in despair the effort to secure
reports from the corporations which
| have ignored the law, and this year
blanks have been sent only to the GOO
concerns which last year complied with
| the law by filing the prescribed reports.
| The secretary. of state is given no
power in this matter. He can not un-
der any construction of the law force
these corporations to make the reports
/ called for, and the only duty which can
be performed in this connection is one
of pleading. The law is very lame in
this particular. and while 10 ccntem-
plated, probably, wise purpose when
it was framed the lack of proper au-
thority conferred upon the secretary OF
state makes it practically a dead letter
upon the statute books.
The law governing this matter is one
section of the Bush corporation Law
TKrhi cd a faI
board. The law makes the following
requirements in the report:
'First-The authorized capital stock
"Second-The paid-up capital stock
''Third-The par value and the mar.
! | lxet value of the stock.
, ''Fourth-A detailed statement Of tbs
assets and liabilities.
-''Fifth-A detailed statement of th'
receipts and expenditures for the yea
/ preceding.
. @Sixth|A full and complete list o
the stockholders and the number o
shares held by each.
..Severth-The names and addresse
A of the officers, trustees, directors. to
= gether with a certificate as to the tim
and manner of their election"
The provision outlining the duties 0
: the secretary Of state follow:
a THE secretary of state may at an,
. time require a supplemental repor
h which shall contain information an
. data upon such matters as the secre
4 tary OF state may specify. 1t shal
also be the duty Of the president an
secretary of the corporation. as 500
= as any sale or transfer of stock
: made. to file with the secretary of stat
: a statement of such changes Of owner
ship and the par value and the amour
of stock. No such transfer of stoc
- shall be legal or binding until sue
=. statement is made.
: mo action shall be maintained or re
s covery had in any Of the courts Of thi
n state by any corporation doing bushes
n in this state without obtaining the eeI
: tificate of the secretary of state tha
= the statements provided for have bee
n properly made"
Banks. insurance and railroad cerpe
e rations are exempted from the prov
n sions of this law.