Fig. 83. CERTIFICATE OF INCORPORATION
How a Stock Company is Organized.—Suppose, now, you and two other, or more persons want to organize a stock company under the laws of the State of New York for say $10,000, although the value which you, and those interested with you, place on your invention and patent may be a great deal more.
Then you and the others make, sign, acknowledge and file a certificate of incorporation, a reproduction of which is shown in Fig. 83 (see outfit necessary for a Corporation), and this must contain: (1) the name of the proposed company; (2) the purpose for which it is formed; (3) the amount of the Capital stock (which means the entire amount of the stock, for which the company is capitalized and which, let’s say, is $10,000); (4) the number of shares of which the capital stock is to consist (each share of which must not be less than $5 nor more than $100 and the amount of actual capital must not be less than $500 in cash with which the company is to begin business) and the amount of cash must be stated; (5) The certificate must also contain the name of the city, village, or town, in which its principal business office is to be located; (6) its duration, which you can put at 50 years; (7) the number of its directors which must be not less than three; (8) the names and post-office addresses of the directors for the first year, and (9) the names and post-office addresses of the subscribers to the certificate of incorporation and a statement of the number of shares of stock which each agrees to take in the company. A certificate of incorporation blank ready to fill in can be bought for 10 cents of stationers who deal in law books and forms.
The Fees of the State.—The fees for incorporating a company are payable in advance at the Secretary of State’s office and these are for (a) filing the certificate of incorporation $10; (b) recording it, 15 cents per folio of 100 words; (c) a certified copy, if you want one, 15 cents a folio and $1 additional for the seal affixed to it; (d) the organization tax, payable direct to the State Treasurer in advance is 1-20th of 1 per cent, on the amount of the capital stock, which on a capitalization of $10,000 would be $5, and (e) all personal checks for fees or taxes must be certified, that is to have the paying teller of the bank your check is drawn on write good on it together with his name.
Fig. 84. STOCK CERTIFICATE
Outfit Needed by a Corporation.—To begin business with after you have received your certificate of incorporation you must have:
(1) A minute book in which to record the proceedings of the directors’ and stockholders’ meetings. A minute book with printed forms can be obtained which makes it easy to record the minutes accurately.
(2) A stock certificate book; suppose your certificates, or shares, have a par value of $100 then you will need a book of 100 certificates to equal $10,000. A stock certificate is reproduced in Fig. 84.
(3) A book of account is required by the New York State transfer tax law where companies are doing business in the State, and transfer agents must also have one to show every transfer of stock. Neglect to keep this book imposes a heavy penalty.