2. A corporation may be composed of natural persons, acting in their separate and individual capacity; or it may be composed of different bodies of natural persons, acting in separate assemblies; or it may be composed of separate and distinct corporations.1

3. Some writers have distinguished the meetings or assemblies of aggregate corporations into three kinds, legislative, elector

al, and administrative. But this is a distinction with reference to the different officers, or duties of the same assembly, or meeting, and is consequently of no practical importance to be maintained or discussed.2

3

4. A corporation must be constituted by some corporate name, and can only act by such name. A corporation by prescription may have several names, but by charter it can have, it is said, but one name for the same purpose and at the same time. For, although it may have a new charter by a new name, it thereby loses the old name.4

1 Joint-stock business corporations are, for the most part, composed of natural persons. But as membership in such corporations grows out of the ownership of shares, it may exist in other corporations, who subscribe for or purchase shares; or the shares may be in part owned by the sovereignty, either state or national. Bank of the United States v. The Planters' Bank of Georgia, 9 Wheaton, 904; Bank of South Carolina v. Gibbs, 3 McCord. 377. But as said by Mr. Chief Justice Marshall, in Bank of the United States v. The Planters' Bank, supra, "As a member of a corporation, a government never exercises its sovereignty. It acts merely as a corporator, and exercises no other power in the management of the affairs of the corporation than are expressly given by the incorporating act.”

A familiar instance of corporations, composed of different associations of natural persons, forming component parts of the corporation, will be found in the organization of municipalities, 1 Kyd. 36. So also the corporation may be composed of a defined number of persons of a particular class. As in the case of St. Mary's Church in the city of Philadelphia, 7 S. & R. 517.

And a corporation is sometimes constituted of several subordinate corporations combined. As in the case of the Dean and Canons of the English Cathedrals, 2 Burn's Eccl. Law, Tit. Monasteries, 542. The same is also true of the corporations of the English Universities, which are composed of the subordinate. corporations of the different Colleges and Halls. 1 Kyd. 36. Some English towns and cities are composed of several subordinate corporations. And a freeman of the city of London must first become a freeman of some of the Trades' incorporations. Angell & Ames, § 96.

2

1 Kyd. 399; Angell & Ames, § 98.

3 College of Physicians v. Salmon, 3 Salk. 102.

* Anonymous, 3 Salk. 102. But some writers have said that if the charter of

5. But it sometimes becomes an important and decisive consideration, how far a departure from the strict corporate name can be allowed without the violation or disregard of established principles. It was early decided, that in contracts by or to corporations, it is sufficient if the name be substantially preserved. It is not requisite ut idem nomen syllabis be preserved, but only in re et sensu. The precise words of the name are not indispensable. It is sufficient if the substance and the sense be preserved. And in a case in New Hampshire, it was held not essential, in naming a corporation, that the same words should be used in the same order, provided the description was sufficient to identify the body. And this rule obtains generally, in all the cases upon the subject, both English and American. If the name used to describe the corporation does not describe any other person, natural or corporate, and is sufficient to show that the particular corporation was intended, it will be sufficient.7

6

6. The constitutions and powers of all corporations must necessarily depend upon the law of the state where the same was created. And in the English courts of equity it is not the practice to interfere to restrain the majority of the shareholders from applying to parliament for enlarged powers. And the same rule. is there adopted as to foreign corporations, whose shareholders

a corporation allow them to act by different names for the same purpose, there is no good reason why they may not. 1 Kyd. 230. And in Minot v. Curtis, 7 The Mass. 441, it is said a parish may be known by several corporate names. point is not important, since few corporations make any claim to an alias dictus, and where that is claimed there will commonly be no difficulty in determining how far the claim can be justified or maintained. There is no pretence of the capacity of a corporation to change its own name at will. Serious inconvenience might be expected to result from any such facility of change of name being conceded to corporations. Reg. v. Registrar, 10 Q. B. 839. But the legislature may change the name of a corporation, and this will not effect its rights, its identity being shown. Rosenthal v. Madison P. R. Co., 10 Ind. R. 358. Mayor and Burgesses of Lynne Regis. 10 Co. Rep. 11 Jac. I. 122.

6 Newport Mech. Co. v. Starbird, 10 N. H. R. 123.

7 First Parish in Sutton v. Cole, 3 Pick. 232; Tucker v. Seaman's Aid Society, 7 Met. 188; Attorney-General v. Corporation of Rye, 7 Taunt. 546; Foster v. Walter, Cro. Eliz. 106; Domestic & Foreign Missionary Society's Appeal, 30 Penn. St. R. 425; Button v. American Tract Society, 23 Vt. R. 336; Redfield on Wills, Pt. 1, § 40, and cases cited.

principally reside in England, and where the principal business is transacted in that country.8

9

7. The English courts of equity hold a very strict hand over joint-stock companies incorporated by act of parliament, both in regard to the exercise of their powers and the application of their funds. Where the name of a corporation is altered by act of the legislature, with a provision that it shall not have the effect to prejudice any right or remedy in favor of the company previously existing, it was held to save the remedy against a surety upon a bond for faithful service of an employee.10

11 for

8. An application was made in a somewhat recent case,1 an injunction against the defendant's adoption and use of the plaintiff's name, or one so similar as to lead the public to suppose they were the same institution, upon the ground that this would tend to deprive them of the just benefits of the long period of conducting their business upon terms and in a mode most acceptable to the public. The application was based upon the same grounds that have induced courts of equity to interfere to protect parties from the fraudulent use of established trademarks, inasmuch as it tends to a double fraud, in depriving the parties, first giving character to such mark, of the legitimate fruits of their industry; and also in that it induces the public to suppose they are obtaining the original article of the original proprietor, when in fact they are not.12 The court, Vice-Chancellor Stuart, intimated no doubt of the propriety of granting the relief, upon the ground claimed in the bill, but denied the injunction upon the ground that no such case was made out at the hearing. But a company cannot by user acquire an exclusive right to use, in its title of incorporation, a term descriptive merely of the locality where the business is carried on; and the court will not restrain the use of such general term by a new company, although it appear that the former company may have been prejudiced by the similarity of name.18

8 Bill v. Sierra Nevada L. W. Co., 6 Jur. N. S. 184.

9 Attorney-General v. Great N. Railw., 1 Drew. & Sm. 154.

10 Groux & C. Co. v. Cooper, 8 C. B. N. S. 800.

11 The London Insurance v. The London & Westminster Insurance Corpora

tion, 9 Jur. N. S. 843.

12

2 Story Eq. Jur. § 951, et seq, in the late edition of 1866.

13 Colonial Life Ass. Co. v. Home & Col. Life Ass. Co., 10 Jur. N. S. 967.

§ 18. 1. To give the corporation organic life, the mode pointed out in the charter must ordinarily be strictly pursued. Conditions precedent must be fairly complied with. Thus, where a given amount of capital stock is required to be subscribed or paid in before the corporation goes into operation, this is to be regarded as an indispensable condition precedent.2 But if the charter is in the alternative, so that the stock shall not be less than one sum or greater than another, the company may go into operation with the less amount of stock, and subsequently increase it to the larger.2

1

Angell & Ames on Cor. ch. 3, § 95-112; 2 Kent, Comm. 293 et seq.

2 Post, § 51, and cases cited. Bend v. Susquehanna Bridge, 6 Har. & Johns. 128; Gray v. Portland Bank, 3 Mass. R. 364; Minor v. The Mechanics' Bank of Alexandria, 1 Peters, (U. S.) 46. Opinion of Story, J. And where a corporation is formed, or attempted to be formed, under general statutes, the inchoate proceedings do not ripen into a corporation, until all the requirements of the statute, even the filing of the articles in the office of the Secretary of State, are complied with. And until this is done, the subscription of any one to the articles is a mere proposition to take the number of shares specified, of the capital stock of the company thereafter to be formed, and not a binding promise to pay. The obligation is merely inchoate and can never become of any force,

2. And where business corporations are created, with a definite capital, it is regarded as equivalent to an express condition that the whole stock shall be subscribed before the company can go into full operation; and, in the case of banks, it must be paid in specie, in the absence of all provision to the contrary, before they can properly go into operation.3

* 3. In some cases it is a condition of the charter, or of the subscriptions to the stock, that the track of a railway shall touch certain points, or that it shall not approach within certain distances of other lines of travel. This class of conditions, so far as they can practically be denominated conditions precedent, must be strictly complied with, before the company can properly go into operation so as to make calls.

4. But it has been held, that colorable subscriptions to stock, in order to comply with the requisites of the charter, are not to be regarded as absolutely void. They are binding upon the subscribers themselves. And they are binding upon the other subscribers unless, upon their first discovery, they take steps to stay the further proceedings of the corporation, which may be

unless the corporation goes into effect in the mode pointed out in the statute. And until that time, the subscriber may revoke the offer, and if the articles are in his possession or control, erase his name. Burt v. Farrar, 24 Barb. 518.

3 King v. Elliott, 5 Sm. & Mar. 428; Post, § 51. But a requirement in the charter of a railway company, that $1,000 per mile shall be subscribed, and ten per cent paid thereon in good faith, does not require ten per cent to be paid by each subscriber, in order to the performance of the condition. It is a sufficient compliance with such requirement, if that proportion on the whole subscription be paid. Ogdensb., Rome, & Clay. R. v. Frost, 21 Barb. 541. But under the late English Statutes corporations are allowed to organize, and make calls to some extent, before all the capital is subscribed. Or. P. W. Co. v. Brown, 9 Jur. N. S. 578; S. C. 2 H. & C. 63. But in America the rule that all the stock must be subscribed before the company can go into operation is strenuously adhered to. Shurtz v. The S. & T. Railw. Co., 9 Mich. 269. And upon general principles it seems not to be held indispensable in England that all the stock be subscribed, either to enable the corporation to go into operation, or even to borrow money on mortgage. McDougall v. The Jersey Imperial Hotel Co., 10 Jur. N. S. 1043. But in America the entire capital stock must be subscribed and paid in money, and it will not be sufficient to pay it in the equivalent for money, to the acceptance of the shareholders or directors, unless the charter or general laws of the State so provide. The People v. The Troy House Co., 44 Barb. 625.