The Birmingham age-herald., 1910-02-07
CHARTER
 BILL IS OUTLINED
Long Anticipated Measure Will
 Be Given to Congress
THE WORK OF MONTHS
President Taft Believes That This Care fully Prepared Bill VIII stand the Test of Congress and
 Supreme Court

Washington, February G.-The long an- ticipated federal incorporation bill to em- body the recommendations made in the special message is to be introduced in both the House and Senate tomorrow by the chairmen of the judiciary committees.
 The final draft, the outline of which follows, differs materially from the earlier drafts, and represents several his cabinet
 No corporation formed under the terms of the proposed act will be permitted to purchase acquire or hold stock in any other corporation; nor could any corpora ton organized under the act, or under the laws of the state. or foreign country for the purpose of, or engaged in any. life business acquire or hold the stock of a corporation formed under this act: and no such corporation would be permitted to have banking powers.
 Forfeiture of charter may result
 This bill represents the combined thought and work during several months past of Attorney General Wickersham, President Taft and the rest of his cab met advisers. As a result of frequent cabinet meeting discussions of the bill, that originally presented by Attorney General Wickersham to the Presidents s consideration. The President believes that the careful consideration given to the bill by trained lawyers of his cab inet has produced a measure that will stand the test both Of the congressional discussion and of supreme court deci- sion.
 Charter May He Forfeited
 Forfeiture of charter may result if any corporation organized under the act shall enter Into any contract or combination or engage in any conspiracy against in terstate or foreign trade or commerce or shall monopolize or attempt to monop- olize any part thereof contrary to the provisions of the Sherman act or shall otherwise violate the laws of the United States. The charters of all corporations are made subject to alteration, suspen- sion or repeal by Congress. The Attorney General is given. power to bring forfei- ture proceedings and the court may ap- point a receiver.
 Annual reports must be filed with the bureau of corporations and the commis- sioner of the bureau may call for special reports. Ten days after the declaration of any dividend a financial statement showing the amount of net earnings must be filed with the commissioner of cor porations.
 At least majority of the directors of the corporation are required at all times to be citizens of the United States and bona fide residents therein.
 Payment for Stock
 Stock may be paid for in cash or in property. but every certificate of stock issued in payment for property must con tain a statement that it Is so issued. and before any stock is so Issued full state ment, sworn to by majority of the board of directors, must be filed in the bureau of corporations setting forth a full description of the property. the num- Der of shares to be issued in payment therefor and whether such shares are to have par value or not; the names and addresses of the vendors of the property. the statement of their connection, if any, with the company; the terms of any agreement. verbal or written. with re- spect to the transfer of the property; full details as to price. all amounts pair or to be paid to each vendor. and If the vendors are directors of the corporation or stockholders, a statement of the price paid or agreed to be paid by them for the property to be sold to the corpora ton; and where the stock to be ossued for such payment has par value, there must be filed fin the bureau of corpora tions an appraisement of the value of the property by two disinterested ap- praisers. approved in writing by the com missioner. who may also appoint other appraisers.
 How Stock May Be Issued
 No stock with a par value may be issued in payment of property purchased or acquired by the corporation to an amount in par value exceeding the value. approved by the commissioner after such appraisement.'
 Provisions are made for the increase or decrease of the capital stock of a cor poration and for other amendments to
 
 thirds of the stockholders of the cor poration On similar vote the corpora ton may borrow money. issue bonds and mortgage property or confer upon the holder of any bond or obligation the right to convert the principal after five years from'date of the bonds into stock of the corporation of designated class. The approval of the commissioner of corporations must be secured before the capital stock can be increased to the amount necessary to. provide for such tion. and this right shall not be given unless the bonds are issued or sold at par or upwards. or if for less than par, then for not less than their reason able market value as ascertained by the commissioner.
 Must Pay Obligations
 Wherever a corporation shall fail to pay any written obligation at maturity. or if any execution against it's property shall be returned unsatisfied. the com missioner or corporations shall appoint special agent to examine Into it's con dition. If this agent reports that the corporations condition is so unsound as to make its continuance in business con trary to public welfare, the commissioner may appoint a receiver with the usual powers of chancery receivers. Within 30 days the corporation may apply to the nearest United States court to enjoin proceedings and the court may discharge the receiver and enjoin the corporations s interests from further proceedings.
 The real and personal property of cor porations are to be subject to state. coun- ty and municipal tav. Incorporation fees are to be paid amounting to One-tenth of 1 per cent of the total capital nip to $10,- 000,000; one-twentieth of l per cent from sl0, ,000,0oo to $20.00o0 GOO. and s250 on every million dollars of capital in excess of s2O 0n0 0Q0