The Providence news. (Providence [R.I.]) 1891-1906, 1906-02-01
CORPORATION
MEASURE
IN HOUSE

a bill for an act regulating business cor.
porations, presented by Representative
Bowen OF Providence. today, is a com
prehensive act designed to include In its
terms the laws of this state concerning
business corporations.
II does not apply TO public service cor
porations Neither does It apply TO ex-
istlng corporations. unless by a two-thirds
vote of its stockholders they adopt Its
provisions. An act upon these lines was
pre- sented In 1902 but was not satisfac-
tory because It contained provision for
commissioner OF corporations, and II was
presented so late in :he session that Z
was hardly possible to give IL the copsid
Grafton II deserved.
At the 1905 session Of the assembly SUBJ
stant!ally the present act was presented,
but also coming late I'm the sesson'it was
crowded out by the consideration OF the
Court and Practice act and the election
OF the Judges OF the Superior court The
presentation OF this act now In the first
part OF the present session Is 10 anord
fun opportunity for prompt and fuil
consdera tlon and enactment by the leeis'
lature OF a satisfactory law governing all
future business corporations.
1t is not a law ike the one presented
by Representative Crafts recently, which
makes one law for corporations 20 act out
side OF Rhode Island and another for cor
porations alike bat il IS applicable u all
future business corporations alike wher-
ever they may do business.
The act has been considered by coun-
sci who are specialists in laws OF this
character and II the ideas IN the act are
satisfactory 10 the legislature It is well
adapted to accomplish the results for
which II Is intended. 1t does no- pro-
vide for the annual taxation of corpora
tions, because il was thought that prob
ably such was not desired, although the
act is capable OF amendment, IL nects-
sary, TO accomplish this result
ON STOCK ISSUE.
The provision covering the issue of stock
is as follows:
Sec. 10. Any corporation may issue
stock in payment for cash. or for labor
or services done or for personal property.
tangible or intangible. or real estate or
leases thereof, 20 the amount Of the fair
value thereof actually received by done
for. or conveyed to. this corporation; and
in the absense OF actual fraud i'm the trans
action, the judgment of the stockholders
or directors as TO the value OF such labor,
services, personal property, real estate or
leases shall be conclusive"
The Increase or decrease OF stock Is
carefully provided for. as well as neces-
sary changes in the character Of the
business to be carried on.
The corporation. may maintain n prin-
cipal office and hold its meetings any
where that Is desired. but ii Is required 10
keep an original or duplicate stock ledger
and an original or duplicate record book
Of the meetings OF it's stockholders and
directors, including a copy of It's bylaws
in this state and to maintain an office in
this state. and TO appoint and keep ap-
pointed II the treasurer be not resi-
dent OF this state, an agent here upon
whom the service of all the process what
soever may at all times be made, thus Civ
ing the courts OF this state control Of its
corporate action.
There are also provisions regulating the
merger of these corporations If desired
by the stockholders but they do not con-
trovene the principles OF public policy,
as the act does not apply to public service
corporations.
The matter OF voting trusts is also regu-
lated by limiting such trusts to term
of five years, as Is provided by the laws
OF the state OF New York.
The tax to be paid upon organization
is reasonable. being $50 90 for each one
hundred thousand OF capital, with a min
imum of $1,000. The proposed law does
not possess the vice of making the tax
for larger corporations smaller In proper
tion than upon the smaller corporations.
The act II passed. Is suggested 10 take
effect on July l. 1906. so as to give ample
opportunity for acquaintance with its pro-
visions, and It Is believed that the act
is worth careful and intelligent study
and faithful action by the legislature.