Cyclopedia of Commerce, Accountancy, Business Administration, v. 04 (of 10)American School of Correspondence
General
Cyclopedia of Commerce, Accountancy, Business Administration, v. 04 (of 10)
American School of Correspondence
Accounting; Business; Commerce
The shares may be transferred. If a member dies his shares pass to his
estate; if bankrupt they pass to his assignee; if he sells his shares
they pass to the purchaser. Partners may withdraw and new partners may
be admitted without the dissolution of the company. A partnership is
dissolved by the withdrawal by death or otherwise of a single partner.
The shareholders do not manage the affairs of the company but elect
directors or other officers in whom the management of the business is
vested. Members, as such, have no authority to bind the company.
CREATION OF CORPORATIONS
=5.= A corporation is created by legislative act. Formerly each
corporation received a special charter from the legislature of the
state, but as the advantages of corporations began to receive universal
recognition it was seen that the delays incident to the granting of
special charters were bound to work a hardship on those desiring to
incorporate. Partly to overcome this, but more particularly to insure
uniformity in the rights and privileges of corporations, and to prevent
the conferring of special privileges through special charters, the
legislature of most states has enacted uniform corporation laws.
These statutes prescribe uniform regulations for the organization of
corporations. State constitutions now very generally prohibit the
granting of special charters to private corporations.
=6. Requirements.= While every state has its own corporation laws, the
requirements of corporations are in many respects uniform. The law
usually provides that a certificate of incorporation shall be filed
with the secretary of state, or some other designated officer. This
certificate must as a rule state:
The name of the corporation;
The place of business, where its principal office is located;
The objects of the corporation, including a statement of the business
in which it is to engage;
The amount of the capital stock, and the number and par value of the
shares into which it is to be divided;
The period for which the corporation is organized;
The number of its directors and the names of those who are to serve
at the outset;
The names and addresses of the original incorporators with the number
of shares of the capital stock subscribed for by each.
The form of the certificate required in the state of Illinois is shown
in the illustration, p. 4.
STOCKHOLDERS
=7.= The members of a business corporation are known as stockholders
or shareholders. At the time of organization the members subscribe for
the shares of the capital stock agreeing to take and pay for them when
issued. When the stock has been delivered and paid for, the stockholder
is under no further obligation, unless the stock is by statute or
contract subject to assessment.
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