THE CORPORATION ACT OF

CONNECTICUT.

PART I.

GENERAL PROVISIONS.

Section 1. Application. The provisions of this part shall apply to all corporations heretofore and hereafter organized under any general or special law of this state, except when otherwise expressly stated, but shall not be held or construed to alter or affect any provision of any special charter inconsistent herewith, except as provided in section 37 of this act.

NOTE.

Section 37 provides for annual reports by every company having capital stock with certain specified exceptions.

Sec. 2. Name and Location. The name of every corporation hereafter formed shall be such as to distinguish it from any other corporation organized under the laws of this state and from any other corporation As amended engaged in the same business or promoting or carrying out the same purposes in this state, and every such name shall be in the English Language and shall begin with "The" and end with "Company" or

June 26, 1907, Public Acts 1907, Ch. 155.

"Corporation" or have the word "Incorporated" immediately after or under the name. Every corporation shall be located in some town in this state.

NOTES.

Name. The law will protect a corporation in the use of its name, upon the same principle and to the same extent that individuals are protected in the use of trade-marks. Holmes, Booth & Haydens vs. The Holmes, Booth & Atwood Mfg. Co., 37 Conn. 278 at 293. See also Hygeia Distilled Water Co. vs. The Hygeia Ice Co., 70 Conn. 516, 72 Conn. 646.

A corporation which attempts to appropriate and use the distinctive words in the name of a previously created and existing corporation, to the confusion of the latter's business and its pecuniary injury, as well as to the deception of the public, may properly be restrained from such use by injunction, notwithstanding the two names are not in all respects identical. The Daughters of Isabella No. 1 et al. vs. The National Order of the Daughters of Isabella et als., 83 Conn. 679.

Name indicating that corporation is a bank, trust company, etc., prohibited, except under certain circumstances. See Public Acts of 1911, Chap. 197.

As to conduct of business under Fictitious Trade Names, see Public Acts of 1911, Chap. 277.

A corporation may be variously described in the same instrument if from the whole it appears that one and the same corporation is meant. Therefore, the translation of the proper corporate name, previously used in the instrument, into a foreign tongue in the signature, is immaterial. Woronieki vs. Pariskiego, 74 Conn. 224.

How location may be changed, §§ 73, 74, infra, pages 116, 117.

Limitation on power to change location, § 46, infra, page 92.

Location of corporate property for purposes of taxation, see Gen. St. §§ 2342, Public Acts 1907, Chap. 74, § 5, 184; Public Acts 1911, Chap. 201, 279, and see Town of Preston vs. Norwich Compressed Air Power Co., 83 Conn. 561. (See also page 86, infra.)

The principal place of business of a corporation is the place where its governing power is exercised and not where the labor is performed in carrying out the business it is engaged in. Middletown Ferry Co. vs. Town of Middletown, 40 Conn. 65.

For purposes of jurisdiction of the Federal courts a corporation is treated as a "citizen" of that state in which it is incorporated, the historical theory being that a suit to which it is a party is a suit by or against its stockholders who are conclusively presumed to be citizens of the state incorporating them. See Muller vs. Dows, 94 U. S. 444.

A corporation is a "person" within the meaning of § 1 of the Fourteenth Amendment to the U. S. Constitution, providing that "no State shall deny to any person within its jurisdiction the equal protection of the laws"; but is not a "citizen" within Article IV, § II, Clause 1, providing that "the citizens of each State shall be entitled to all privileges and immunities in the several States." Pembina Consol. Silver Mining & Milling Co. vs. Pennsylvania, 125 U. S. 181. "The words 'person' and 'another' may extend and be applied to communities, companies, corporations, public or private, societies and associations. Gen. St. 1902, § 1. So a corporation may be granted a license to sell liquor under Gen. St. § 2643 empowering the county commissioners to license "suitable persons." Conn. Breweries Co. vs. Murphy, 81 Conn. 145.

A private corporation may be defined as an association of persons to whom the sovereign has offered a franchise to become an artificial, juridical person,

with a name of its own, under which they can act and contract, and sue and be sued; and who have either accepted the offer (in which case a corporation de jure has been constituted), or have done acts indicating a purpose to accept such offer and effected an organization designed to be, but in fact not, in substantial conformity with its terms (in which case a corporation de facto has been constituted). Mackay et als. vs. The N. Y., N. H. & H. R. Co. et als., 82 Conn. 73.

Sec. 3. General Powers. Every corporation shall have power, subject to such provisions and limitations as may be contained in its charter, certificate of incorporation, articles of association, or in any statute affecting it: (1) To have succession by its corporate name for the time stated in its charter, certificate of incorporation, or articles of association, and, when no period is limited, perpetually: (2) To sue and be sued and complain and defend in any court: (3) To make and use a common seal and alter the same at pleasure: (4) To hold, purchase, sell, and convey such real and personal estate as the purposes of such corporation shall require, and all other property which shall have been in good faith mortgaged or conveyed to it by way of security or in satisfaction of debts or by purchase at sales upon judgments or decrees obtained for such debts: (5) To elect or appoint, in such manner as it may determine, all necessary or proper officers and agents and to fix their compensation and define their

powers and duties: (6) To make by-laws, consistent with law, fixing the number of its directors and for its government, the regulation of its affairs, and the management of its property: (7) To wind up and dissolve itself, or to be wound up and dissolved, in the manner provided by law.

NOTES.

A corporation may exercise all powers, within the fair intent and purpose of its creation, which are reasonably proper to give effect to powers expressly granted; and in doing this, the corporation must have a choice of the means adapted to ends, and is not to be confined to any one mode of operation. S. O. & C. Co. vs. Ansonia Water Co., 83 Conn. 611.

Duration. A corporation is not dissolved ipso facto by its neglect to exercise its corporate franchises, Spencer vs. Champion, 9 Conn. 536 (but see § 24, infra); nor by such neglect coupled with the resignation of its officers, Evarts vs. The Killingworth Mfg. Co., 20 Conn. 447; nor by its insolvency and the subsequent appointment of a receiver. Chemical Bank vs. Hartford Deposit Co., 161 U. S. 1, 4.

Although the neglect of a corporation to comply with its charter requirements may be sufficient to produce a forfeiture of its corporate rights, such forfeiture must first be judicially determined in a direct proceeding on the part of the public, and cannot be taken advantage of in a collateral manner. Kellogg et al. vs. Union Co., 12 Conn. 7; Pearce vs. Olney, 20 Conn. 544; New York, B. & E. Ry. Co. vs. Motil, 81 Conn. 466 at 473.

Where the law under which a railroad company was organized provided that if it did not finish its road within five years its corporate existence and