Omaha daily bee., 1910-02-08
NEW INCORPORATION BILL
Administration Measure to Be Intro.
duced Today in Congress.
NO HOLDING COMPANY ALLOWED
strict Prohibition Against waterins
stock, with Provision for ENRm-
inRtioR when Deemed
Necessary.


WASHINGTON. Fob. 6.-The long antici-
psted federal Incorporation bin to emBody
the recommendation made in his special
message by President Taft will be intro
duced in congress tomorrow, probably by
Senator Clark OF Wyoming and Representa-
tive Parker Of New Jersey. chairman.
respectively Of the senate and house com
mittees on judiciary. The final draft, an
outline OF which follow, differs materially
from the earlier drafts and represents
several months OF study by the president
and his cabinet .,1sqsws ..t
No corporation formed undero the terms
OF the proposed act viii be permitted TO
purchase, acquire or hold stock In ANY
other corporation; nor could any cor
poration organized under the act, or under
the laws Of any state or foreign country
for the purpose OF or engaging in any like
business acquire or hold the stock OF a
corporation formed under this actl and no
such corporation would be permitted to
have banking powers. Forfeiture OF
charter may result
Forfeiture for Conspiracy.
Forfeiture OF charter may result it any
corporation organized under the act shall
enter into any contract combination or
engage in any conspiracy against interstate
or foreign trade or. commerce or shall
monopolise or attempt to monopolize any
part thereof contrary to the provisions
of the Sherman act or shall otherYlse
violate the laws Of the United States. The
charters of all corporations are made sub
feet to alteration, suspension or repeal by
congress. The attorney general. is given
power to bring forfeiture proceedings and
the court may appoint a receiver.
Annual reports must be filed with the
bureau OF corporations and the commls-
sioner Of the bureau may call for special
reports. Ten days after tine. declaration OF
any dividend a financial statement showing
the amount of net earnings must be filed
with the commissioner OF corporations.
At least a majority Of the directors of the
corporation are at all times to- be rcltiEens
Of the United states and bona Eide resi-
dents therein. Sc,
stock for CRsh or Property.
Stock may be paid for in cash OF. in prop
erty, but every certificate of stock Issued
! in payment for property must contain a
statement that II is 30 issued and before
/; anw stock is so issued a full statement,
8 sworn to by a majority Of the board OF d.
r%ectors, must be filed in the bureau Of
c corporations. setting forth q fill dlscrip-
tion OF the property, the humber OF shares
to be issued in payment therefor. and
whether such shares are to have a par
& value or not; the names and addresses Of
the vendors of the property, the statement
Of their connection, II any, with. the COM
pany; the terms Of any agreement, verbal
4 or written, with respect to the transfer
of the property; full details as to prices;
all amounts paid or to be paid to each
! vendor; and If the vendors are directors of
the corporation or stockholders a state
q ment Of the price paid, or agreed to be paid
by them for the property to. be sold TO the
corporation; and where the stociVTto be is
: sued for such payment has a par value,
! there must be filed in the bureau OF cor
q porations an appraisement OF the value OF
the property by two disinterested apprais.
= ers, approved in writing by the commits
sioner, who may also appoint other APP
praisers.
Approval Necessary. ~
No stock with a par value may be is
sued in payment of property purchased OF
acquired by the corporation to an amount
in par value exceeding the value approved
by the commissioner after such appraise
ment. "' ''H''
Provisions are made for the increase O
10 decrease of the capital stock OF q corpora
ton and for other ~amendmohts to tn,
articles Of association by vote Of two
= thirds Of the stockholders OF the corpora
ton. On similar vote the corporation ma,
borrow money issue bonds and mortgag
~ property or confet upon the holder Of an,
bond OF obligation the right to CONVEX
the principal after five years from dat
N of the bonds, into stock Of the corporation
le of a designated class. ."s-' % 1
The approval of the commissioner Of cor
porations must be secuted before the capt
tai stock can be increased To the amour
necessary to provide for such CONVERSION
A. and this right shall not be given unles
c; the bonds are isstfed or sold AZ par or ur
wards, or II for less than par. then 10
not less than theif reasonable market vaiu
t; as ascertained by the commissioner.
5sSs Whenever a CORPORATION shall fai1"t o pa
." any written obligation Aat maturity OF
any execution against its property shall /
returned unsatisfied the commissioner {
corporations shall appoint a special, ager
to examine into ifs copdition. II this ager
IS; reports that. the corporations. condition
he so unsound as to make It's continuance
20 business contrary to public welfare II
ly commissioner may appoint a receiye'r wit
N. the usual powers OF chancery receiver
az Within thirty days the corporation ms
q apply to the nearest United States cou.
e. to enJoin proceedings and the court ma
r. di;charge the receiver and enjoln the COZ
a poration's interests from further proceed
" iRgs.
The real and personal propertyNef col
porations are to be subject TO statercount
Ne and municipal tax. Incorporation fSes al
IS, TO be paid amounting TO one-tsnti Of
per cent OF the total capital up TO slesO0O. %
i, onc-twentieth Of l per cent from / 10000
to S20,OOO,0OO and $3.50 pm every SieoO.OOO
ga capital In excess of $50, 10000. bRn