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Forms of Address: Corporations

Corporations possess implied powers to conduct their business, though such power may not have been directly granted in the charter. The general rule is recognized that corporations have such implied powers as are necessary to give effect to those powers granted in their charter, but none others. A corporation may frame by-laws for its own government that will be binding on the members of said corporation, unless such by-laws be contrary to the law of the land, or the directions of the charter.

The stockholders of a corporation are severally liable to the latter's creditors, to the amount of the stock possessed by each, until the entire capital stock shall have been paid in, and until a certificate stating the amount of said capital shall have been filed in County Clerk's Court, conformably to legal requirements. The stockholders are also liable, both jointly and severally, to the servants or employees of the company for work or services performed for said company. Corporations are liable for all contracts performed by their regularly authorized agents, provided the latter do not exceed the limits of their authority, and for trespasses or torts committed by the agents in its service. Corporations are liable for breach of negligence, or breach of contract or duty, and must pay taxes in the same form as private persons. Corporations are liable to visitation, or inspection, on the part of duly authorized officials, in regard to the action and behavior of the members of the corporation, in relation to the terms of the franchise.

Corporations may be dissolved by the natural death of all the members; by the surrender of their franchise, or by forfeiture of the same through negligence or abuse of its terms; and by the expiration of the franchise. The rule of common law whereby all debts due to or by a corporation were extinguished by it dissolution, is now generally abrogated by statute or judicial decisions. The general present rule is that all the property of a corporation constitute a fund for the payments of the company's creditors, and for distribution among the individual members of the corporation, after the debts are paid.