329, 331, citing National Docks R. R. Co. v. Central R. R. Co. of N. J., 32 N. J. Eq., 755; Stout v. Zulick, 48 N. J. Law, 599; West Jersey R. R. Co. v. Cape May, &c., R. R. Co., 34 N. J. Eq., 164; Terhune v. Midland R. R. Co., 38 N. J. Eq., 423; Jersey City Gaslight Co. v. Consumers' Gas Co., 40 N. J. Eq., 427; New Jersey Southern R. R. Co. v. Long Branch, 39 N. J. Law, 28. See also Stockton v. American Tobacco Co., 55 N. J. Eq., 352; aff'd 56 Id., 847.

I. Corporate name.

It is permissible for a corporation to assume the name used by the incorporators as a firm name, or an individual name may be used. The name must not contain the words "insurance, ""safe deposit," "trust company" or "bank.'' See Section 130, post.

The court will restrain a domestic corporation from using a name so similar to that of another domestic corporation as to lead to uncertainty or confusion. Glucose Sugar Refining Co. v. American Glucose Sugar Refining Co., 22 N. J. L. J., 147; L. Martin Co. v. L. Martin Wilckes Co., 71 Atl. Rep., 409; reversed on question of accounting, 72 Id., 294; St. Patrick's Alliance of America v. Byrne, 59 N. J. Eq., 26.

Incorporation under a name adopted in imitation of that already in use by a corporation of another state, thereby deceiving the public and appropriating the complainant's good-will and reputation, does not afford immunity from injunction against carrying on business under such name. That the complainant is a corporation foreign to the state in which the defendant is incorporated is no defence. Peck Bros. & Co. v. Peck Bros. Co., 51 C. C. A., 251-261; 113 Fed. Rep., 291; aff'd 187 U. S., 643.

A corporation cannot appropriate the name or trade-mark of another, and thus obtain its business by any simulation or deceit. But where the complainant itself has by its own acts created in great part the very confusion of which it complains it will not be aided by equity. Bear Lithia Springs Co. v. Great Bear Spring Co., 72 N. J. Eq., 871.

A corporation may use the name of a person in its title where it is selling or exhibiting, under proper authority, the machines or instruments of such person and under circumstances showing no fraud or intention to deceive the public. Edison v. Mills-Edisonia, 70 Atl. Rep., 191; see also Edison Storage Battery Co. v. Edison Auto Co., 67 N. J. Eq., 44.

A surname or the name of a town may have become so associated with a particular product as to constitute an asset which passes with an absolute sale of the company. Herring-Hall-Marvin Safe Co. v. Hall's Safe Co., 208 U. S., 554.

Hence, another person of the same or similar name may not so use his name as to deprive others of their rights or to deceive the public Intern'l Silver Co. v. Rogers, 72 N. J. Eq., 933; see also Same v. Same, 67 N. J. Eq., 646.

As to unauthorized use of name of individual, see Edison Polyform Mfg. Co., 67 Atl. Rep., 392.

The voluntary adoption of part of a name which had long been used by another corporation raises a presumption that it was done with intent to profit by another's reputation. Eureka Fire Hose Co. v. Eureka Rubber Mfg. Co., 69 N. J. Eq., 159.

The right to the exclusive use of a corporate title will be protected upon the same principle that individuals are protected in the use of trade marks State v. McGrath, 5 S. W. Rep., 29.

A contract is not void because the corporation with which it is made is misnamed therein. Hoboken Bldg. Ass'n v. Martin, 13 N. J. Eq., 427; Woolwich v. Forrest, 2 N. J. Law, 107; Middletown v. McCormick, 3 N. J. Law, 92. See also (as to grants) Inhabitants, &c., Alloway's Creek v. String, 10 N. J. Law, 323; Den v. Hay, 21 N. J. Law, 174, and (as to bequests) Van Wagenen v. Baldwin, 7 N. J. Eq., 211; McBride v. Elmer, 6 N. J. Eq., 107; Goodell v. Union Ass'n, 29 N. J. Eq., 32; Lanning v. Sisters of St. Francis, 35 N. J. Eq., 392. It was held in Alexander v. Berney, 28 N. J. Eq., 90, that "a corporation may assume a name by usage. For a somewhat similar case, see Den v. Helmes, 3 N. J. Law, 600.

As to the right which a corporation has in its corporate name, see Yale Law Journal, Vol. 17, p. 286, February, 1908.

II. Registered office in the state.

The Act of 1875 required the place of business, both within and without the State of New Jersey, to be given; also the portion of the business of the company to be conducted outside of the state.

In 1898 this section was amended in its present form.

The object of the amendment was to require the certificate of incorporation to state the exact location of the principal office.

By Chap. 173 of the Laws of 1898 (Sec. 43a, post) it is required to state the name of the agent in the principal office, and in charge thereof, and upon whom process against the corporation may be served. It is usual to state it in this form: "The location of the principal office in this state is at No. street, in the city of County of The name of

the agent therein and in charge thereof, and upon whom process against the corporation may be served, is

The policy of the State of New Jersey, as indicated by the Act of 1898, is first to compel all corporations to have a registered office in the State of New Jersey and with a known and published agent in charge thereof, authorized to transfer stock and to receive process against the corporation, and then to give corporations power to do business anywhere out of the State of New Jersey and in foreign countries without designating any place of business out of the state. The agent may be changed from time to time by the directors.

So far as the laws of New Jersey are concerned, corporations have

no principal office outside the state of New Jersey. They have the right to do business anywhere out of the state, if suitable provision is made in the charter. See Section 7. See also Nicholson v. Wheeling, L. E. & P. Coal Co., 110 Fed. Rep., 105.

Companies may be formed under this act for any lawful purpose or purposes except such as are expressly prohibited by Section 6, ante, and probably others not recited in that section, for which separate acts have been provided.

Associations not for pecuniary profit are required to be organized under Chap. 181, Laws of 1898 (P. L. 1898, p. 422).

This section formerly read "the objects for which," etc. This amendment and the amendment of Section 6 in 1899 were intended to answer affirmatively the question which has been frequently asked, whether a company may be formed under this act for more than one object or purpose.

This being the important part of the certificate of incorporation, great care should be taken that the objects and purposes of the company are stated in the fullest and clearest manner possible, because the company cannot undertake any business not authorized by its charter, and not even the fullest sanction given by the shareholders will make valid an act which is outside the powers of the company. Directors undertaking any such business may become personally liable for loss, and great inconvenience follows from companies having too limited powers. It is often questioned how far it is necessary to detail in extenso in the certificate of incorporation the powers of the company. The answer is plain.

The balance of disadvantage decidedly attaches to too narrowly defined objects.

It is easier to compress, so to speak, the business of a company within the limits of large objects and broad powers than to develop in the face of narrowly defined objects.

The powers of the corporation cannot be enlarged by the by-laws. Stewart v. Odd Fellows' Mut. Life Ins. Co., 12 N. J. L. J., 110.

It is customary to insert general words, such as "in general to carry on any other business whether manufacturing or otherwise." But it must be understood that the courts limit such words to operations of a nature similar to the business previously mentioned, and will not include any wholly fresh business.

Speaking of the prescribed objects of a corporation, the Court of Errors and Appeals, in State v. Atlantic City & Shore R. R. Co., 77 N. J. Law, 465, 477, said: "The legislative purpose is to preserve, for the benefit of the people and of private parties concerned, solemn evidence of the corporate powers that have been granted, of the contract made between the state and the corporators, and of the contract made by the corporators inter sese."

As between the corporators, the corporate objects contained in the certificate of incorporation cannot be changed without unanimous consent, unless changed by virtue of some act of legislation which may be read into the contract. Colgate v. U. S. Leather Co., 72 Atl. Rep., 126. Action on the part of the corporation to change the nature of its business must be exercised, if at all, by direct proceedings taken pursuant to the statute. Id.

A corporation formed from an association is entitled to a conveyance from the vendor, of land which the vendor had contracted to sell to the association. African M. E. Church v. Conover, 27 N. J. Eq., 157.

IV. Stock.

There is no limit as to the amount of capital stock which a corporation formed under this act may have. It is necessary that the total amount should be not less than $2,000, and it is necessary that at least $1,000 of stock should be subscribed by the incorporators, this constituting the amount of capital stock with which the company will commence business.

The par value of the shares may be fixed at any amount. The question has been asked whether the par value of the shares could be expressed in foreign standards of value, as English pounds sterling. It would seem, however, from the language used, that the monetary standard of the United States is intended. There could be no objection, however, it is apprehended, to the issuing of shares with an exchange value in foreign money, in order that certificates issued in foreign countries might be issued bearing both the United States value and its equivalent in the money of the foreign country.

This section, before it was amended, required "the amount with which the company would commence business to be stated. It was thought that this required the company to have at least $1,000 paid into its treasury before it could commence business. It seems clear now, however, that the company may commence business at once and may call the subscriptions to its capital stock at such time as the directors find convenient. The law does not require that this $1,000 shall be paid in cash. It may be paid in property if the directors so decide. One of the subscribers may pay the subscriptions of the others, in cash or property. Vail v. Phillips, 14 N. J. L. J., 45. The capital stock subscribed by the incorporators should not be more than two-thirds preferred stock. See Section 18, post.

In view of the fact that the cost of filing the certificate of incorporation is the same (i. e., $25) for any amount of total authorized capital not exceeding $125,000, it is customary to insert in the certificate power to issue stock to the amount of $100,000 or $125,000. The company may then at such times as the business requires issue stock

up to the amount limited without filing a certificate of increase of capital stock under Section 27.

Where there is more than one kind of stock the certificate of incorporation should contain the designation and description of each class and state the terms on which each class is to be issued. Preferred stocks may, if desired, be made subject to redemption at any time after three years from the issue thereof at not less than par (Sec. 18). Dividends on preferred stock may be fixed at any rate not exceeding 8 per cent. per annum. Special voting powers may be given to the holders of any class of stock. For a description of some of the kinds of preferred stock which may be created, see notes to Section 18, post.

It would appear at first sight that there is no express language in this section or in Section 18 which requires the certificate of incorporation to fix the authorized amount of preferred capital as distinguished from the common stock. Nevertheless the Secretary of State of New Jersey has made a ruling, based upon the opinion of a former Attorney-General, that it is an implied requirement of the statute that the certificate of incorporation shall separate the authorized capital into common and preferred, fixing the amounts of each. See also note to form.

As to the meaning of the term "capital stock, see Goodnow v. American Writing Paper Co., 73 N. J. Eq., 692; Wetherbee v. Baker, 35 N. J. Eq., 501.

V. Names and post office addresses of incorporators.

There must be at least three incorporators, who must be natural persons. It is not necessary that any of them should be a resident of New Jersey. Central R. R. Co. of N. J. v. Penn. R. R. Co., 31 N. J. Eq., 475.

This section is subject to the operation of Chapter 173 of the Laws of 1898, Section 43a, post, which provides that the post office address of the principal office of the company may be given as the post office address of the stockholder in any certificate filed.

VI. Duration.

Existence, if not limited in the certificate of incorporation, is perpetual. Section 10 provides that corporate existence begins on filing the certificate in the office of the Secretary of State. A corporation may continue its existence indefinitely by proper proceedings. M. Redgrave Co. v. Redgrave, 71 Atl. Rep., 147.

Formerly the maximum period of existence was fifty years.
See Sections 27, 119.

VII. Additional powers.

The words "creating" and "defining" are new, and carry to its logical result the principle laid down in Ellerman v. Chicago Junction