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Thus far compilations and tabulations of the character described have been made for the following States and Territories:
District of Columbia.
The foregoing outline describes the work of the Bureau in collecting, digesting, and tabulating the statute law relating to corporations. But to understand fully existing corporate conditions, it was necessary also to consider the actual enforcement of this statute law, as illustrated by the practical operation of the corporation laws of given States.
Accordingly early in the year an investigation.was begun, and has since been carried on, by special agents of the Bureau of Corporations at the several State and Territorial capitals. The specific objects of this investigation, which have been in a large measure achieved, were as follows:
First. The collection of every item of information concerning the more important corporations, joint stock companies, and corporate combinations presumptively engaged in interstate or foreign commerce, chartered by a given State, and disclosed by the official records of the State.
Second. The ascertainment of the actual workings and practical efficiency of the State laws, so far as they are designed to secure an official record showing the character, organization, membership, control, capitalization, property, or operations of corporations within the State.
Third. To show the exact nature and extent of the information concerning corporations to be had from official sources.
Fourth. The general course of incorporation in the State, and all legislation affecting the same; also the general policy of the State toward corporations, domestic and foreign, as exemplified by its laws and the manner of their enforcement; and further, such special or unusual laws, if any, regarding corporations, as might be found in operation.
EXAMINATION OF RECORDS.
The official record of any given corporation will be found usually to consist of any one or more of the following documents, filed or recorded with the proper officer of the State:
1. Articles of association, certificate of incorporation, charter.
2. Certificate of change
in the name;
statutory agent or attorney;
location of place of business.
3. Certificate of amendment
relating to classes of stock or par value of shares;
nature and amount of indebtedness;
number, powers, or duties of directors or officers;
charter provisions or powers in other particulars.
4. Certificate of sale or transfer
either voluntary, by agreement, or consent;
or involuntary, by foreclosure, forfeiture, or otherwise;
5. Certificate of merger or consolidation.
6. Certificates, miscellaneous
showing issue of corporate stock;
payment of capital stock;
creation or increase of indebtedness;
dissolution or surrender of charter.
The agent was instructed to examine the laws of the State to which he was assigned, and note all provisions relating to the form, contents, and custody of such of the above-mentioned documents as might be required by that State, and then, with regard to the principal corporations chosen for investigation, to examine every paper and document, filed or recorded, concerning each corparation separately, taking up each paper in chronological order, noting the date of filing and making an abstract of its contents under appropriate heads. By this means all the information relating to each corporation examined dis
closed by the official record of the State was collected, and in such form as to exhibit the force and effect of the State laws in actual practice.
SPECIFIC CORPORATIONS EXAMINED.
For every State visited a list of corporations organized therein was prepared and furnished to the agent for examination. This list was designed to include, so far as could be ascertained in advance, all the more important corporations organized in the State and engaged in interstate or foreign commerce, typical either of the State's industries or laws. Common carriers subject to the jurisdiction of the Interstate Commerce Commission were not embraced in the investigation. Public-service corporations, so called, trust companies, and banks were considered only incidentally, chiefly with regard to matters of taxation. The corporations thus selected, for all the States visited, whose official records have been examined and abstracted, number over 1,500, and include the larger part of the more important industrial and commercial corporations, joint stock companies, and corporate combinations in the United States.
That part of the investigation devoted to the matter of corporate taxation was made as thorough and exhaustive as the subject allowed. It was designed to secure the fullest possible information concerning each of the various systems of taxation in use in the several States and Territories, so far as corporations, both domestic and foreign, were affected thereby. It comprehended a careful compilation of the tax laws and a study of their actual operations in each State, as a whole, and in its various political and territorial divisions. The agents of the Bureau were instructed to obtain copies of reports or returns of every kind required of corporations for the purposes of taxation, both State and local, and copies of tax lists, levies, appraisals, receipts, certifications, or other documents forming part of the machinery used in the laying and collection of taxes.
These directions have been carefully followed, and the Bureau is in possession of a complete set of such papers from every State visited. The amount of revenue derived from corporate taxation in the State or Territory, the sources of such revenue, and the amount received from each source were also ascertained. In every State or Territory visited the exact character and extent of the information to be had from any statements, reports, or returns of some of the more important of such corporations, particularly those required for the purposes of taxation, were copied or abstracted. In addition to this, a complete list of foreign corporations admitted to the State to do business was prepared, showing the name, capital stock, and home State of each corporation
These lists are valuable in this, that they will aid the Bureau in discovering what corporations are engaged in interstate commerce, and, therefore, within the jurisdiction of the Bureau of Corporations. The material, therefore, collected from each State visited in the course of the investigation consists of
First. Abstracts of the records of specific domestic corporations. Second. Abstracts of the records of specific foreign corporations. Third. List of foreign corporations admitted to the State to do business.
Fourth. Official forms of all corporate documents required or permitted to be filed.
Fifth. Official publications of every kind dealing with corporations. Sixth. Transcripts of all records or returns used in connection with corporate taxation, taken from typical originals.
Seventh. A special report made by the agent, covering every feature of the work in detail, and containing, among other things, an account of the general course of incorporation in the State, an account of the practical effect and operation of the various statutes in force, and an account of the system of taxation, general and local, in its actual operation.
Beginning with those States whose laws are most frequently resorted to by promoters of corporate enterprises, the following States and Territories have been visited in the course of the investigation above described:
With this end in view the attorneys of the Bureau have made exhaustive examination and research of judicial decisions bearing upon such constitutional questions, and have prepared a large number of memoranda thereon. The more important of the subjects thus treated are as follows:
1. POWERS OF THE BUREAU.
Province and duty of the Bureau of Corporations, and the power and authority of the Commissioner.
Procedure by the Commissioner of Corporations to compel attendance of witnesses and the production of documentary evidence.
Analysis of decisions of the United States Supreme Court in cases involving provisions of section 12 of the interstate commerce act: Interstate Commerce Commission v. Brimson (154 U. S., 447); Brown v. Walker (161 U. S., 591); and Interstate Commerce Commission v. Baird (194 U. S., 25), all relative to the power to compel attendance of witnesses.
Examination and annotation of the interstate commerce act, section 12, and an act in relation to testimony, etc., relative to the power therein given to compel attendance of witnesses.
2. INTERSTATE COMMERCE.
Judicial definitions of interstate commerce; examination of the question, What is interstate commerce, as determined by the courts.
Memorandum showing corporations subject to provisions of act creating Bureau of Corporations.
Digest of cases reported in Interstate Commerce Commission reports on points relating to the work of the Bureau.
Cases showing the relation between commerce and production or manufacture. Power of Congress as to foreign commerce.
Prohibitions and restrictions of commerce, as exemplified by Federal statutes, applying and decisions upholding these powers.
Statutes actually prohibiting commerce.
3. UNITED STATES CORPORATIONS.
The power of Congress to create corporations.
The power of Congress to create corporations, and the right of the States to tax national corporations.
The power of Congress to create corporations engaged in foreign and interstate commerce, and to regulate all corporations so engaged.
Rights of national corporations in the States: Manufacturing corporations.
Digest of national-bank cases in United States and Federal reports (omitting tax cases).
Power of Congress to grant to its corporations the right of eminent domain.
National regulation of interstate commerce, based upon a license system.
4. STATE POWERS IN RELATION TO INTERSTATE COMMERCE AND UNITED STATES CORPORATIONS.
State taxation and regulation of corporations: National banks, railroad companies, and telegraph companies.
State control of interstate commerce by stipulations in charters.
State regulation of foreign corporations.
Maximum limits of the police powers of the States in connection with interstate
Abstract of United States Supreme Court decisions involving question of State taxation of corporations engaged in foreign and interstate commerce, with digest. State's right of taxation of corporations engaged in interstate and foreign commerce; how affected by Federal organization, and control of such corporations. State taxation of franchises of corporations engaged in interstate commerce. State control of interstate commerce and corporations engaged therein. Delegation to the several States of power to regulate commerce.