New-York tribune. [volume] (New York [N.Y.]) 1866-1924, 1900-02-12
CHECK TO CORPORATIONS
,rsrp1cTIoNs PROVIDED IN MR.. sLA-
TER's TWO BILLS.

me state toward foreign corporations II
- -. >, extreme assertion TO say that no law has
- beer sought TO be passed in the Legislature Of
- 1-,-t more important than are the two bills
~ - h,- Asserublyman Slater. both amending
- --s-al Corporation law OF New-York. While
:. --.ssn- law OF New-York forbids a domestic
r.-,or 10 be organized with the name bank a"
F,.s- insurance" or benefit a part of
I .. soes not prohibit corporations being or
is ,,rse- the general act under the name OF
o,nanss or financial institutions, and there
!. ~ been possible hitherto for many organi-
- n Ne paraded without right being or
Ezrlzed under Ne" 1i the name OF
: financial institution
- .,-nal report OF the State Controller
80 -.s,,iop to this fact and asked to have the
- ,s--s,fnr the names Of domestic corporations
- so as 10 exclude every concern bearing
@-~.sr name. The last annual message OF the
---,- covered the same ground as well
r-ren with the passage OF such act ii was pos
ybJs for : corporation be organized under a
financial name under the laws OF the State OF Della
xare or West Virginia. Of Arizona or one OF the
other Territories. and then come 10 New-York as
foreign corporation and obtain from the Secretary
Of State certificate permitting il TO do business
here provided the business done by II in this
state were authorized and lawful
s.nce 1892 the State OF New-Je-sey has had law
for5i6ding the organization under financial names
Ct companies which, were not really financial IL
si,uJions and subject 10 the Banking Department.
The invasion therefore. Of NETWORKS territory
b. so-caaed. but sham financial companies was Of
companies organized under the laws Of Delaware
Wesc Virginia. Arizona or elsewhere.
THE GOVERNORS OPPOSITION.
L was common 10 organize a company with ordi-
na-y purposes under the laws Of one Of these
states Territories and call il a trust company
TIE Secretary Of State had no power TO decline 10
authorize Il do business in this State provided
tie business Il sought 10 co. forth in its
charter. was not banking business. although its
ne experiences OF some OF these investment and
financial companies. more particularly exemplified
BY the lately exploited Theme OF the Miller
Syndicate" the Governor recommended in his last
message the passage Of act which would not
only prevent domestic corporations from sailing
under false colors as financial institutions but
which would also prevent the coming into New
York q institutions which bore financial names
5ut which were not truly financial institutions In
other words IL was the announced policy Of the
Governor and OF the Controller 10 procure Iegisla-
ten which would prevent sham financial institu-
tons from psrading. under New-York laws. either
domestic companies licensed foreign com
ps-iss
The first bill. introduced by Assenblyrnan Slater
contains the following provision:
No corporation shall be hereafter organized under
TIE avs Of this State With the word bank, banking
insurance assurance indemnity. guarantee. guaran-
bsest as paTt q, Us a xoent or6Srs t,6 81
formed under the Banking law or the Insurance
The second bill which is OF more practical i'm
portauce. provides follows:
No foreign stock corporation. ether than money
eorporaoon whose title or name shall contain
cennity. guarantee, guaranty. savings, trust. IN
oear ssacicate or oenent shaA hereafter
a sq !. sna De qnisw1ul for any such corporation
CHECK TO FRAUDULENT ENTERPRISES
The result Of the enactment Of these two sections
"a ball x--f b. Lyaa-. 49,
ctal nomenclature OF Eew-York free from sharns
and frauds II order 70 go step further and TO
prevent the possibility OF any foreign corporation
coming into NevYork TO do its whole business,
respective OF the place where II is created Assem-
bIyman Skaters second bill provides follows:
Nothing herein contained shall authorize any for
80 eetin s ~ m l cHen N9 "a Pank 70
within this State but any election or meeting OF
than . National bank held within this State shall
De uniavlul ana any thing or act done or at
shaI Be null void and Of no effect
This last provision is worthy attention as being
the first attempt n any Legislature 10 restrict
foreign corporations from being wholly engrafted
ire State OF Texas lately put f. ito prevent one
corporation from spawning corporation on an
other State"
Tat the Legislature has power TO restrict for
eig- corporations has been settled by the Court
Appeals of this State II many instances The
doctrine. however. carried its fullest extent
by ire decision OF Judge McAdan. n tie case Of
Crrse against Duse1bUry. which held tlat a for
elgr corporation coming into New-Tork and doing
business II this State without atrernpt ng 70 DO
business a. al n The State which c-ea -ed e. &C
conPLshed nothing except 70 render is directors
liable partners
4 STRICTLY STATE BUSINESS.
The proposed statute is intended 70 prevent the
Spawning" q foreign corporations on New-York,
ard aimed directly against corporations proceed
ing from those States which make no requirements
upou their own corporations. but give them power
70 Go business anywhere IN the world. without
eul-lg them actually 70 maintain any Office at
home Il strikes a the root OF The principle
which brings 70 New-York the Arizona corpora
nor. he North Dakota organization. the West
hEg-Les company and the Delaware corporation
y that those States and Territories. and others
similarly situated permit -he stockholders Of COM
Danles Incorporated under their laws 70 meet IN
an cher State, and. IN q word. 70 carry bust
ness whe-e they viii without any regard TO the
state II which they we're created
There Is here II Albany apparently, no question
IS 70 tae passage OF these bills. the opposition
could come only from those who are opposed 10
the test Interests q New-York who are willing 10
Sc ne financial reputation OF the State further
seEnlsnec y expected schemes Such the Miller
a-4l@.@ IS both bills are practically n the
- q leEs-aT-0n recommended by the Governor
- - STATE CONTROLLER. and are saic 70 have re-
.slEec ne approval q 2 number OF men 70 whom
- were submitted u behalf OF the Governor:
800 ee11lA every reason believe that they VIII
- ~ -pon me Statutes az an early day