Atlanta Georgian. [volume] (Atlanta, Ga.) 1912-1939, 1914-01-28
INITIAL STEPS IN TRUST CONTROL Compel Federal An
corporations Prevent OUer- Capitalization; Make
Directors Personally Liable


within reason tts actual property and val
liable possessions
All corporations engaged in Interstate
commerce can be reached by Federal
incorporation act, and those corporations
not engaged IN interstate commerce can
and should be reached by State corpora
ton acts with provisions similar to or
Identical with the provisions Of the ma
tionel Incorporation act
The first purpose Of Federal incor-
poration act is 10 secure uniformity Of
legislation throughout the entire country.
instead Of the different and oftentimes
conflicting codes of law the subject Of
incorporation which exist in the differ
ent States.
The second purpose is to secure thor
oughly practical and practicable method
Of investigating and controlling the issue
Of great volumes OF capital stock and linn
ting that issue to corresponding property
and possessions of actual and estinable
value
To be effective, a Federal incorporation
act must contain a provision compelling
corporations engaged In interstate bust
ness to obtain national charters.
THE HEARST BILL.
On March /, 1907, when a member OF
Congress, I introduced in the House Of
Representatives bill to meet the above
requirements. The bill was entitled "A
bill to provide for national Incorporation
and control Of corporations engaged in
commerce among the several States"
The Hearst bill was introduced under
but neither the Democratic party IN the
House or Senate, nor the Republican par
ty in the House or Senate, nor the Pres
ident was disposed to favorable consider
alton Of the measure at that time
President Taft, however, about three
years later, advised in a message to Con-
gress the consideration OF legislation
largely along the lines Of the Hearst BILL
and on February Z, 1910, President Taft's
Federal Incorporation bill was introduced
In Congress
The Taft bill Is entitled "a bill to pro-
vide for the formation of corporations en-
gagged in Interstate and International trade
and commerce" It has for its object the
same purposes aimed at in the Hearst
bill, and its framework is in the main the
same as that of the Hearst bill.
There are, however, three phases of DIFF
ference which will be compared later
The Hearst bill provides that all new
corporations may be formed as national
corporations, and all existing State cor
porations doing interstate business may
become national corporations upon ac-
cepting the provisions Of the national cor
poration law.
The bill does not apply to any corpora
ton, however, organized for the purpose
of carrying on the business of banking
The control of corporations organized
under the provisions of this act is placed
In the Bureau of Corporations in the De-
partment Of Commerce and Labor, and a
deputy commissioner of corporations for
every one of the several States is added
to the Bureau OF Corporations.
The deputy commissioner Of corpora
tons is compelled to maintain an office at
the Capitol of the State from which he is
appointed.
The Commissioner of Corporations is
given general supervision over all the
deputy commissioners, and is made re-
sponsible for the enforcement of the act
The Attorney General is required to pro-
coed in all instances of neglect or omis-
sion on the part OF corporations to COM
ply with the act, and the Circuit Court
OF the United States is given Jurisdiction
to enforce the provisions OF the act
HONEST INCORPORATION SIMPLlFIED.
For Incorporating existing corpora
lions. all that is required is that the cor
poration shall Ale with the deputy com
missioner OF corporations in the district
in which the principal ONCE of the cor
poration is located the proper form OF GER
tiicate.
This certificate must be duly executed
by the corporations president and secre-
tary upon the authority OF a majority OF
the directors, substantiated by the writ
ten consent OF the holders of majority
OF the corporations outstanding capital
stock and must state that the corporation
accepts the provisions of the national act.
For the Incorporation of new companies
under the act, the bill provides that art-
Giles Of agreement shall be filed in the Of
nce of the deputy commissioner of corpo-
rations in the State where the proposed
corporation intends to have its principal
place OF business.
Articles of organization SIGNED and