Articles of incorporation must be prepared, setting forth:

1. A. the name of the corporation;
2. B. the purpose for which it is formed;
3. C. the place where its principal business is to be transacted;
4. D. the term for which it is to exist, not exceeding fifty years;
5. E. the number of its directors, which shall not be less than five, nor more than eleven; and the names and residences of the persons who are appointed to act as such, until their successors are elected and qualified;
6. F. the amount of its capital stock, which shall not exceed the amount actually required for the purposes of the corporation, as estimated by competent engineers, and the number of shares into which it is divided;
7. G. the amount of capital stock actually subscribed, and by whom;
8. H. the termini of its road and intermediate branches;
9. I. the estimated length of its road and of each of its branches;
10. J. that at least ten percent of its capital stock subscribed, has been paid to the treasurer of the intended corporation, giving his name and residence.

History: Laws 1878, ch. 1, ch. [tit.] 1, § 2; C.L. 1884, § 2623; C.L. 1897, § 3805; Code 1915, § 4654; C.S. 1929, § 116-102; 1941 Comp., § 74-102; 1953 Comp., § 69-1-2.

ANNOTATIONS

Bracketed material. — The bracketed material was inserted by the compiler and is not part of the law.

Subscription payment in checks never intended to be cashed. — Where 10% of the subscriptions to the capital stock of a corporation, required by statute to be paid on the formation of the corporation, was paid in checks, which were never intended to be presented for payment, the obligation to pay dated from the date of filing of articles of incorporation. Albright v. Texas, Santa Fe & N.R.R., 1895-NMSC-018, 8 N.M. 110, 42 P. 73, rev'd on other grounds, 1896-NMSC-010, 8 N.M. 422, 46 P. 448.

Discovery of insufficient stock subscription. — Where articles of incorporation stated that 10% of subscription to capital stock had been paid to company treasurer, and the treasurer made affidavit that the amount had been actually paid him, the fact that, at the time an indebtedness was incurred by the corporation, the creditor was informed by the treasurer that such subscription had not been paid in did not constitute such a discovery as to make the statute of limitations begin to run. Albright v. Texas, Santa Fe & N.R.R., 1895-NMSC-018, 8 N.M. 110, 42 P. 73, rev'd on other grounds, 1896-NMSC-010, 8 N.M. 422, 46 P. 448.

Liability of stockholders. — Where stock subscribed on formation of a corporation was sold upon an assessment made thereon, the creditors of the corporation were not precluded thereby from recovering on the failure of the stockholders to pay the 10% of their subscriptions required by statute to be paid upon incorporation, nor could such failure be set up by the stockholders in avoidance of the statute to escape liability. Albright v. Texas, Santa Fe & N.R.R., 1895-NMSC-018, 8 N.M. 110, 42 P. 73, rev'd on other grounds, 1896-NMSC-010, 8 N.M. 422, 46 P. 448.

Am. Jur. 2d, A.L.R. and C.J.S. references. — 18A Am. Jur. 2d Corporations §§ 199 to 206; 65 Am. Jur. 2d Railroads §§ 8 to 13.

74 C.J.S. Railroads § 10.