Arizona republican. [volume] (Phoenix, Ariz.) 1890-1930, 1903-02-05

| private corporations. 1t discards the
"old theory that being creations of the
state they should be guaranteed in all
particulars of responsibility and man
agement." and adopts without reserva-
ton the view that "in the absence of
fraud in its organization or government
an ordinary business corporation should
be allowed to do anything that an in
dividual may do" THE state owes no
duty" says the report. Ito persons who
may choose to deal with corporations
to lock after the solvency of such arti-
fetal bodies nor to stockholders to pre-
vent them from going into such con-
Germs. the idea being that in the case
of ordinary business corporations the
states duty ends in providing clearly
that creditors and stockholders shall ut
all times be precisely informed of all
the facts attending both the organiza-
ton and management, of such corpor-
atoms"
The specific recommendations of the
committee are that incorporation be
permitted for practically every lawful
purpose. that all restrictions on the
maximum amount of capital stock be
removed. and that 1t shall be lawful to
make payment for stock in cash or in
property. This last is, perhaps. the
provision commonly most important in
considering Incorporation. And the
10, 1f
aluable as it is novel in this country
II is based, apparently. upon the regis
tration provision of the English COM
panies act. The incorpora tors and not
the property contributed. Stock may be
issued for cash. property. services or
expenses. But either the original ar
ticles of Incorporation, or, in case of
increase of stock, q certificate for the
purpose must be filed for public record.
giving the location and area Of all real
estate, describing all personal property
in such detail as the commissioner If
corpora tons may require. and clearly
stating the nature of any services or
expenses; and in such case the amount
OF stock issued for the property or pur-
pose must be stated also. Thus, any
person who will consult the record may
always ascertain the original invest
ment on the faith of which the corpora-
ton does business. He is to that ex-
tent better off, and in no case worse
OF. than If he were dealing with an
Individual
1t is further provided that the direct
ors who sign the papers relative to the /
issue of stock shall be Jointly and sew
orally liable to any stakeholder of the I
corporation for actual damages caused
by any statement therein which is false
and which they have reasonable cause /
to believe is false. The committee fur
Their recommends that each corporation !
should be allowed to determine for it
self the classes of it's stock and all the |
rights and liabilities of stockholders |
preference and voting power Minority /,
interests are to be protected only by ,
provisions requiring two-thirds votes. |
In some few cases. such as a change in |
the corporate purpose and business. or
In the voting power Of classes of stock. |
or the sale, lease or exchange of the
corporate property.
1t is the expressed intention of the
committee that foreign corporation |
shall be subject to the same restrictions 4
and have the same privileges as do
nestle corporations, and none other. |
Substantially the amount of informa- |
ton required upon the organization of
domestic corporation is required by |
their new draft law to be filed at the /
time of the admission to the state of a /
foreign corporation. Directors, officers 4
and stockholders of such corpora lions /
are to be personally liable to the same |
extent and with the same penalties as
domestic concerns. And a franchise !
tax for foreign corporations is recon- |
mended by the statement that it is the !
same in principle as that upon domestic !
corporations. This tax is in addition |
to the taxes at present levied by Mas
sachusetts upon foreign corporations. |