| Show NEVADA LAWS and MINING COMPANIES dr butron glidden in profit and loss 1 the laws of nevada as they refer to and affect mining companies incorporated outside of that state do not seem to be burdensome or bothersome from the compiled laws of nevada 1861 to io 1900 it if appears that foreign corporations desiring to do business in nevada must file a properly authenticated copy of their certificate of incorporation in the county recorders office in each county in which they intend to do business and this certificate must have a properly certified lis of the officers of the corporation this list to be corrected ds as often as changes in the offices occur the statutes provide a penalty for carrying on the business without filing this certificate failure to do so iso being a misdemeanor As is customary in almost all states and territories the foreign corporation must appoint an agent upon whom nhom all legal processes may be served the session of the legislature held in 1901 1961 passed an act requiring all foreign corporations po rations doing business in nevada to publish annual statements beginning with the year 1902 these statements are required to be published in the month of january and are to contain a statement of their last years business said statements being published in nevada for a period of one week and the mhd secretary of the company making this statement is required to file a copy with the several assessors of the state of nevada I 1 failing to do this the corporation is liable to a penalty of for each month that th the published statement remains with the several assessors of the state I 1 the requirements above recited seem to be all that is demanded of foreign corporations operating in nevada except of course to pay their taxes taxes As to taxes the statutes provide that mines and minina claims are not liable for taxation for taxation is levied on all proceeds of mines though the tax is levied not on the gross receipts but on the net returns i e what might be called the smelter returns this is certainly a fair method of taxation tion nevada In corporations the session of the nevada legislature held beldin in 1903 adopted a new set of corporation laws i e as such refer to companies desiring to incorporate u under nd e r the laws of nevada the chapter in which chich the various provisions are aon contained t affied has sections so I 1 can only give a brief 0 outline of this subject three or more persons mily may incorporate for any legal object the usual articles of incorporation have to be filed in the office of th the e secretary of state stock may be assessable or non assassa ble but bui unless the articles distinctly state that the stock is assessable the articles of incorporation shall not be amended in this particular all meetings of the company may be held outside of nevada if the bylaws by laws so provide but every corporation shall maintain a principal pl office or place of business in this state and shall have an agent resident of this tate state in charge thereof who shall at all times have the original or duplicate ledger and a copy of all bylaws by laws in force in his office for the use of parties interested or entitled to examine same the power to make bylaws by laws is of course in the stockholders but these may in the articles of incorporation or by two thirds vote or consent confer that power upon the directors or tr ustes As is I 1 believe the case in colorado the action of the majority of the directors taken at a meeting not regularly called may be made valid if assented to in writing by all the members of the board upon each installment of the capital stock and every increase thereof the officers of the company are required to file a certificate stating the amount of capital so paid and whether paid in cash or by purchase of property and the nature amount and character of and value of any services or property accepted in payment of stock stating also the total amount of capital stock if any previously paid and reported there is a penalty for neglecting to file this certificate in that if after having been requested to do so the off officers leers refuse or neglect to file this certificate they shall be jointly and severally liable for all its debts contracted before the filing of this certificate there is a peculiar provision relating to how sale of stock below par may be made and it is so iso important and has already given rise to so much comment that I 1 give the section hereunder it is section 53 df 0 f chapter 88 and reads as follows in no case shall stock be sold or disposed of at less than par by any corporation incorporated under this act except by a vote of three fourths of all the stock of the i c corporation orp oration outstanding at the time the vote is ig taken fixing the amount of stock that may be so sold and the price and not then until notice of the e intention to present a resolution or motion authorizing the sale of stock below par at a stockholders meeting shall first be published for at I 1 least east two successive weeks in some newspaper of general circulation published in the county where the corporation has its principal office this section appears to have been inserted and made a law in order to prevent the directors froni from selling stock at cheap prices to themselves and friends without giving the stockholders in general a chance to appi approach the bargain counter As such it is good but it is about as cumbersome a bit of corporation legislation as a mining company could be hampered with I 1 know that one nevada lawyer states that when stock is fully paid up the corporations po rations can sell it at any old price and the directors do not have to consult the stockholders as provided in this section but the clawy lawyer er in ques question tion is one whose business s it is to incorporate companies under nevada laws so is unlikely to admit that these are not as satisfactory as those of other states but this section suggests nothing of the kind so far as anyone could understand from the english therein used and the two sections following confirm the opinion that no board of directors of a company incorporated under nevada laws has the right to fix the price of the stock if such is to be sold at less than par but that the fixing of the price of stock is a prerogative that belongs belongis to the stockholders in meeting assembled sem bled the cost of incorporating in nevada is fifteen cents for each thousand dollars of capital stock with a minimum fee of 15 at this rate it costs to incorporate a one million dollar company just about three times times as much as it costs in arizona by the way from actual experience in the business of mining companies it seems to me that the laws of arizona and colorado are the most satisfactory for such corporations the former being in some ways preferable but 1 I merely mention this in passing as old gorgon graham says |
