SAD, BUT TRUE.

Press, Volume XLIII, Issue 6548, 17 September 1886, Page 3

SAD, BUT TRUE.

[Bt Blackbtonx, jujn.}

By this time yon havo doubtless had the word '* corporation "co dinned into your ears that you are beginning %o think that corporations ere pretty lively eoneerau, although they are supposed to be mmtts souls. The fuct is that nowadays there is aperfeot mania to "incorporatj" everything. No one appears to be satisfied with a genuine old-f&thiontd " firm-style. , ' The " proper caper " is to append the words " a corporation," and that eettlea it in the minds Of many 1 ) credit -fa uo longer withheld, for surely' a " corporation" moot have plenty of money, sittoe a' " corporation " rarely has leea than 600,000(101 capital. I dare say that you have been pestered halt to death to .'* cake stock " in thi*, that, or the other. Talk about prom'see! Well. your, genuine "corporation fiend" beat Colonel Seller*. The funny thing about him is that the stock he offers jou ia always "full paid-up etock." He confidentially informs you that the inoorporators are old .friends of hia> and have let him have a email block of the stock at a nominal figure, thirty «enta on the dollar, par value, and, as he has "always liked yon 60 much," ho is ready to let you in for a few hundred eharee at the , same figaie. wanttom&ke a cent out of au old ffiend, Ao.

My advioe to you ie, fight very eby of the " corporation fiend/ and, above all, the " mining shark." is ever touch a stoei unless it represents value ( that is, » genuine healthy speculation whioh wilt bear the closest scrutiny. Don's bo daaad by Arabian night's entertainments, in which dividends will knock Aladdin's l&m? higher than Gilxoy's kite. And dot think that because "a corporation" owns a patent, or a mine, or a business of any kind, it wiM not require any money to run it. Pretty generally it requires doable the amount that an individual would need, and wwwbody must put the" money in. Corporations ate human, even if taey do seem s> bit mysterious. Let mc try to give yon some Idea what a corporation Iβ. -« Chief-Justice Marshall said that ft corporation v>as an "wtiflcul being, invisible, intangible, and exiatibg only in contemplfttion of law." In plainer lingo, it is *' •» otllection Of individuals who have a lawful right to act as one individual;" The lawe of the various States prescribe how corporations shall bo created. -Tite usual manner of proceeding ie foe' » number of inoorparators -never fewer than three—to execute a certificate of iaetwporation and file it with some designated officer or offloara. This certificate mnet contain the name oC the 'corporation, nature of its businefeß, amount of stecit, : number Of sharee, principal pl**e of bne«nesa, length of corporate life, and the names of the Directors of Trustee* tor, the first year. 01 oouwe, it must have a cot* porato seal/and its Directora natut saeee and elect offioere and adopt by-lawe. Bear in mind that when jou eubecribo for fifty or one hundred shares of etook. you have virtually given your notes for the various calls or assessments that the- Company may make. lou will have to pay up and look pleasant, or foifelt your cwm subscription or be saed. There ie another contingency. The Company may increase its stock and call upon you to take your pro rata share cf the increase at a certain figure or lose it. There Is still another. Th« Directors may wreck the whole oonoern, and then yon'd find yourself homnded by a pack of infarUted creditore.

Just what your liabilities would be depends upon what State you live in, whether your stock has been fully paid-up—honestly I mean, not by some fraud, trick, or device —4tad whether you are simply s> stockholder or also a> Director. Iα moneyed oorpwraiiooe the stockholders axe bound to keep their capital i»tact. In ordinary corporaliong, as I***® said, it depends upon the partioular_es»M» law. Some are more lenient than otßew. In some State, your Jis.biUty ea.» stoetaholder would eeW, *»*"•* **?•s■: pany's stook had bees folly P^'JP. wit ™* effeot. In others yoa would be ptiwaalrj Lble to * jxo tola mtißmtA-HiWiing to the amount of stock held by yoa-to pay the debts of the Company. &%>? **« aTlHrector or Trustee, yoor liability » erreaOyincreased, for in tbu eventofiyou* Iling a falso report; or neglecting -to. do any act prescribed by law, yoo and.your co-Directors become personally Bable tor the debts of the Company. _ See to it that yon don't It nd yourself to a species of fraud committed almost every day in the name of a corporation. I refer : to tue trick of issuing the whole capital stock, say a million dollars, for tome worthless mining claim, patent righr, or whatnot. Inench*ee«,theC«uriwouM stock to be ••*MudutattUtf>»f----up/' and *» would be liable fo* the %hote face-Talue, eioepttng any «»b you may have paid for it. A stockholdee ehouM, alwrasmake it * point to keep an eye oa. and see to it that they «ttoid to their duties properly. A corporation can perform almost any act that an >bdifidual cae. Ie may be sued for aeaautt and battery, false impnoonment, for Uμ* or slander, or it may sue for any of the** itself) and although a corporation ia snppoaen to have "no soul," yet it can, anH Wβ, die in several waysiog the end of ita corporate life j (Sad) by fsfiiog to orgaafee after iaeorpwationt (3rd) it may surrender ite feaaehiw * (*',h) the legifilatnre may kill it f (stb} it may forfeit its life by doing an antawxat act.—•