Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/837

 APPENDIX. PRESENT METHODS OF FORMING A CORPORATION. Although in England corporations may have come into ex- istence by the common law or by prescription, there has never been any sanction for such a formation of a private corporation in the United States. Here the rule is universal that no body of persons can become a body corporate without following the plan prescribed for that purpose by a law of Congress or a statute of the legislature of that state wherein incorporation takes place. While it is not essential that all the terms of a statute should be strictly complied with in order to effect an incorporation, it yet is clear that incorporation cannot be ef- fected simply by contracts among individuals, and that it re- sults only from substantially following the appropriate statute. Such statutes differ broadly in the different states and also differ in the same state, according to the various kinds of cor- porations. Under the simplest of these statutory plans, incor- poration is effected simply by filing a paper in the office of the Secretary of State. Under the most complicated there are such preliminaries as subscriptions to stock, consents of various outside interests, and other formalities. On account of the great number and variety of the statutory requirements, the details of the formation of corporations are not within the scope of such a treatise as the present. It is, however, of importance to note the principles lying back of all proceedings for the formation of corporations. The legal questions to be considered by the promoters of a corporation naturally differ with the different objects which they may wish to attain by incorporation. One object always in mind is to obtain the public sanction to be a corporation, and receive the two chief rights appertinent thereto, viz : the right to a name and the right to a succession of interests. This is popularly termed the obtaining of the franchise to be a corporation. The 52 817