eral. There must be a logical basis for the desired effect, independent of conditions or circumstances then existing. In another case the distinction was noted in the following language:

"A law is general in the constitutional sense which applies to and operates uniformly upon all members of any class of persons, places or things requiring legislation peculiar to itself in matters covered by the law; while a special law is one which relates and applies to particular persons of a class, either particularized by the express terms of the act or separated by any method of selection from the whole class to which the law might, but for such limitation, be applicable."

It was the universal practice at first to authorize the creation of corporations by either general or special acts or laws, but the inherent vice of special legislation led almost universally to the adoption of constitutional provisions in the different States prohibiting the creation of corporations by laws of that character. Where no such constitutional provision exists, corporations may be created, as already observed, by laws or acts of either class. Where, however, such constitutional provisions do exist, the manner of creating a corporation is limited to the general laws passed by the legislature relating to and providing a common method and procedure.

Through Indirection. Corporations may be also created through indirection, or by the absence of affirmative action on the part of the sovereign State. There are two ways recognized by the courts in which this may be done, viz, through the application of the doctrines of prescription and implication. A corporation is said to exist by prescription if its origin cannot be shown, and in such a case the law presumes, through the lapse of time, that the corporation came into existence through or by an act of the sovereign. This doctrine is applied more frequently to public corporations, but in some instances private corporations have been held to be thus created.

By Implication. As no particular form of words is necessary to create a corporation, but rather the existence of an intent on the part of the sovereign to so act, it has been held that where a body of men, acting as a corporation, have been recognized as such in some law or by some direct act of the sovereign, that there is impliedly created a corporation. This doctrine also has been applied more frequently to public corporations than private, but instances of its use in respect to the latter have been found. It might be said, however, that the doctrines of prescription and implication are seldom applied at the present time. The different States have provided either general or special laws under which corporations may be created, and, as will be noted later, one of the essentials of a legal corporation is a substantial compliance with their provisions.

§ 7. Constitutional Limitations. One constitutional limitation upon the power of the law making body to authorize the creation of corporations was noted in the preceding section, viz., a constitutional prohibition against the passage of special laws. In addition, there will be found further limitations in all constitutions upon the power of legislative bodies as to the manner and the form of their action. These limitations apply equally to legislation in respect to corporations as to other subjects. The reader must refer to the Constitution of his own particular State in order to be correctly informed as to the extent and the character of such restrictive provisions, but one or two may be suggested which are commonly found. Laws, as a rule, must be uniform in their operation throughout the State; that a bill deals with only one subject and that the one expressed in its title, is another constitutional requirement which may be urged against legislation looking to the organization or the control of corporations. There are many others, but only the suggestion of their existence is permissible at this time.

§ 8. Organization under General Laws. Justice Story said, in the Dartmouth College case, that the creation of corporations unquestionably resulted in an advantage and

benefit to the community at large, and because of this well recognized result it is the policy of all States to encourage their organization, and general laws are to be found under which exists, as a rule, the greatest freedom of action by individual persons in this respect. These general laws provide in detail the acts required to be done by those desirous of organizing or forming private corporations. They may include a classification either based upon the powers to be exercised by the corporation, or some right of the State in respect to the nature and extent of its control over them. Definitions are also given of the phrases and words used, and such preliminary provisions as will enable the incorporators to ascertain the steps required.

§ 9. Steps Required for and Essentials of Legal Incorporation. The requirements in the States differ, but it is generally necessary to include in the articles of incorporation paragraphs or sections relating to the name of the corporation; the general nature of its business and the principal place of transacting the same; the period of its duration, if limited; the names and places or residence of the incorporators; the board of management, with its powers; the date of its annual meeting, and the names and addresses of those composing this board until the first election; the amount of capital stock, if any; how the same is to be paid in; the number of shares into which it is to be divided; the par value of each share and the methods of voting thereon; and the highest amount of indebtedness or liability to which the corporation shall at any time be subject. There is usually no limitation upon articles of incorporation containing also other lawful provisions defining and regulating the powers or business of the corporation, its officers, directors, members, or stockholders. These articles of incorporation, when executed by the incorporators in the manner provided by law, are required usually to be filed with the Secretary of State or some other designated officer, the fees fixed paid and then published in the manner designated by law in some newspaper and recorded in the office of the Register or Recorder of Deeds of the county in which its

principal place of business is located, or some officer performing equivalent duties. It is also necessary, as these various steps are taken, to have the proper official certify, in the manner provided, as to his official acts.

Incorporators, Name, and Seal. It will appear later that the relation which exists as between the corporation and the State, and the members of the corporation, is a contract one, and it is necessary, therefore, that the incorporators should be persons sui juris, or those legally competent to enter into the contract relation. The number also of incor porators or those signing the articles of incorporation cannot be less than fixed by statute. This number will vary; for the purpose of organizing corporations of certain classes a larger number may be required than in the case of others.

The incorporators are not permitted to adopt any name they please, but are limited, as a rule, to that name which will distinguish it from all other corporations, domestic or foreign, authorized to do business within the State of its creation, and the word company, corporation, or incorporated, is usually required to be added to indicate the fact that it is an incorporated association or corporation. In some States assuming a corporate name or one suggesting corporate existence, without actual incorporation, is made unlawful.

The corporate name and its use after adoption is protected by law, and many decisions will be found holding that corporations organized under the laws of different states cannot adopt or use a name similar, where their business is interstate and general and of a like nature, as to cause confusion in the use of the name; or where a later company adopts a name already in use by some well known corporation and which is adopted for the evident purpose of availing itself of the reputation and business of the company already organized.

Corporations are usually required by statute to provide a seal bearing the name, and, in some instances, the date of incorporation. Statutory provisions also may require, in

many instances, the use of this seal by the proper officer of the corporation in order that a particular instrument may be regarded as legally acknowledged or entitled to record in the offices of recording officials. Formerly the rule adopted by the courts was that the corporation "spoke through its seal." This doctrine required its frequent use, and further involved the idea that unless the seal was affixed to the written acts of the corporation they were not legally executed, and, therefore, incapable of enforcement; or that no legal rights arose or were created because of or through the execution of the particular instrument in question. This strict rule has been materially modified in recent years, and it is only where statutory provisions require the affixing of the seal that a failure to use it will lead to the legal results above indicated. It is the safest procedure, however, for the corporation to have its seal affixed on all formal instruments or contracts which it may execute or make.

Essentials of a Legal Corporation. From what has already been written and from what will appear later, it is clear that a corporation is a legal entity or artificial person, distinct and separate from its members, having powers and liabilities also separate and distinct from those of its members. That the liabilities and obligations of the members of the corporation are different from their obligations and liabilities as natural persons, or as members of a partnership, or other association of natural persons. It cannot be too emphatically stated that this liability is a limited one. The liability of a member of a firm-unless one is a special partner-is only limited by the extent of the debts of the firm. His personal estate may be taken to liquidate the debts of the partnership. The liability is a personal one. The liability of a natural person, sui juris (of his own right) for his debts is also a personal one and only limited by their extent. It may be, therefore, very important to determine the exact legal status of an association of persons whether a corporation or some other form of organization. To ascertain when a legal or de jure (of right)