Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/839

 APPENDIX. These public authorities must also be consulted in regard to any important change in the corporate affairs, such as the is- suing of bonds. Inasmuch as the Legislatures of almost all of the states have taken substantially a parallel course in regard to such incorporations, the method usually adopted is to in- corporate in the state where such an enterprise is to be located. Where railways run through different states, incorporation is often taken out in each of them. Banks are almost universally incorporated in the state where the bank is located ; while insurance companies are incorporated where their main office and financial affairs are conducted. In sharp contrast with this situation of general uniformity as to corporations that desire special privileges, the Legislators of the different states have taken very divergent courses re- garding incorporation where the object is merely existence, appropriate internal regulations, and avoidance of taxation. On the one side, the states of New Jersey and West Virginia have enacted a series of laws by which in return for a compar- atively small tax, the right to be a corporation is universally granted and under just such a charter as the promoters think best for themselves. The New Jersey statutes have permitted a body of promoters to set forth in their certificate of incor- poration exactly such a plan as they desire for the measure- ment of the rights, duties, and obligations of all who are or may be interested in the corporation. That has been done upon the theory that it was a matter of private concern, which those interested or to be interested, should regulate to suit themselves, substantially without interference on the part of the state. This tendency was looked upon with a great dis- favor by New York, Massachusetts and Pennsylvania. Not- withstanding the adverse attitude of their Legislatures and public authorities, enterprises to be conducted in the latter states were being continually organized under the New Jersey statutes. The Legislatures put numerous restrictions on the right of foreign corporations to do business within their states. Nevertheless, in spite of such restrictions, those in- terested in corporations continued to prefer the plan of the New Jersey statutes. Some two years ago, the Legislature of New York modified its corporation laws by simplifying the method, lessening the tax on incorporation, adopting tin 1 Xew 819