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TABLE OF CONTENTS.
CHAPTER I.
CORPORATION LEGISLATION IN MASSACHUSETTS.
A. History of legislation in Massachusetts....
B. Advantages of incorporation in Massachusetts.
CHAPTER II.
COMPARISON OF LAWS OF THE DIFFERENT STATES.
A. In general ..
B. Who may incorporate.
C. Capital stock.......
D. Resident officers required....
E. Requirements as to books and principal office being within the
Page.
1
3
5
7
8
9
10
11
12
CHAPTER III.
INSTRUCTIONS FOR INCORPORATING UNDER THE ACT OF 1903.
A. In general......
B. Preliminary meeting..
C. Notice of first meeting for organization.
D. First meeting for organization..
E. Meeting of directors.....
F. Submission of articles of organization to Commissioner - Pay-
ment of fees-Filing of articles...
15
16
17
18
CHAPTER IV.
PROMOTION.
A. Definition of promoter...
20
B. Liability of promoters who have sold property to the corporation. 20
1. Where all the stock is issued to promoters and the plain-
tiff is a purchaser from them......
2. Where stock is issued partly to promoters and partly to
the public and the plaintiff is one of the latter....
3. Where the plaintiff is the corporation...
C. Liability of promoters for false representations..
D. Liability and rights of promoters on contracts made before in-
corporation
.....
21
25
26
E. Liability of the corporation for contracts made by promoters.... 26
CHAPTER V.
THE ACT OF 1903.
A. GENERAL PROVISIONS,
§ 1. The application of the Act....
a. Interpretation of corporation and other acts....
corporations, when included.......
§ 2. Rights and liabilities of existing corporations.....
a. Right of alteration, amendment and repeal of charters..
31
33
h. Attempt to organize under a repealed statute..
§ 3. Duties of the Commissioner of Corporations.
§ 4. Corporate powers
b. Power to sue and to be sued.
C.
d.
f.
g.
h.
i.
j.
k.
1.
--
Proof of incorporation. Presumption...
- Acts of incorporation are public acts..
- Printed copies of statutes as evidence.
- Venue of actions...
- Commencement of common process.
36
37
38
39
40
41
43
44
46
48
55
p.
- Who may affix seal...
Action on sealed instrument..
- Use of seal as part of signature.
q. Election of officers..
r. Hold, purchase, convey, mortgage and lease. Generally.
S.
t.
Holding securities.
- Anti-trust law
-
56
57
58
59
60
61
· Acquiring property of a partnership or of joint owners.
x. Convey
y.
z. Mortgage
za.
zb.
zc.
zd.
......
Authority of officers to mortgage...
Mortgages by and to foreign corporations.
Mortgage of all property and assets.
- Issuing bonds....
ze. Lease
zf. To officers..
---
zg. Of all property and assets..
zh. Contracts; Liabilities; Borrowing.
zi.
- Execution of corporate contracts..
zj. - Incurring liabilities and borrowing money.
- Issuing bonds..
zl. Ultra vires acts-Generally.
63
66
67
68
69
70
71
73
75
79
zm.
What acts are ultra vires..
81
zn.
By whom objection of ultra vires may be raised....
84