§ 144. — China trade corporations.
[Laws in effect as of January 24, 2002]
[Document not affected by Public Laws enacted between
January 24, 2002 and December 19, 2002]
[CITE: 15USC144]
TITLE 15--COMMERCE AND TRADE
CHAPTER 4--CHINA TRADE
Sec. 144. China trade corporations
(a) Incorporation
Three or more individuals (hereinafter in this chapter referred to
as ``incorporators''), a majority of whom are citizens of the United
States, may, as hereinafter in this chapter provided, form a District of
Columbia corporation for the purpose of engaging in business within
China.
(b) Articles of incorporation
The incorporators may adopt articles of incorporation which shall be
filed with the Secretary at his office in the District of Columbia and
may thereupon make application to the Secretary for a certificate of
incorporation in such manner and form as shall be by regulation
prescribed. The articles of incorporation shall state--
(1) The name of the proposed China Trade Act corporation, which
shall end with the legend, ``Federal Inc. U.S.A.'', and which shall
not, in the opinion of the Secretary, be likely in any manner to
mislead the public;
(2) The location of its principal office, which shall be in the
District of Columbia;
(3) The particular business in which the corporation is to
engage;
(4) The amount of the authorized capital stock, the designation
of each class of stock, the terms upon which it is to be issued, and
the number and par value of the shares of each class of stock;
(5) The duration of the corporation, which may be perpetual or
for a limited period;
(6) The names and addresses of at least three individuals (a
majority of whom, at the time of designation and during their term
of office, shall be citizens of the United States), to be designated
by the incorporators, who shall serve as temporary directors; and
(7) The fact that an amount equal to 25 per centum of the amount
of the authorized capital stock has been in good faith subscribed
to.
(c) Prohibited transactions
A China Trade Act corporation shall not engage in the business of
discounting bills, notes, or other evidences of debt, of receiving
deposits, of buying and selling bills of exchange, or of issuing bills,
notes, or other evidences of debt, for circulation as money; nor engage
in any other form of banking business; nor engage in any form of
insurance business; nor engage in, nor be formed to engage in, the
business of owning or operating any vessel, unless the controlling
interest in such corporation is owned by citizens of the United States,
within the meaning of sections 802 and 803 of title 46, Appendix.
(d) Capital stock requirements
No certificate of incorporation shall be delivered to a China Trade
Act corporation and no incorporation shall be complete until at least 25
per centum of its authorized capital stock has been paid in cash, or, in
accordance with the provisions of section 148 of this title, in real or
personal property which has been placed in the custody of the directors,
and such corporation has filed a statement to this effect under oath
with the registrar within six months after the issuance of its
certificate of incorporation, except that the registrar may grant
additional time for the filing of such statement upon application made
prior to the expiration of such six months. If any such corporation
transacts business in violation of this subdivision of this section or
fails to file such statement within six months, or within such time as
the registrar prescribes upon such application, the registrar shall
institute proceedings under section 154 of this title for the revocation
of the certificate.
(Sept. 19, 1922, ch. 346, Sec. 4, 42 Stat. 850; Feb. 26, 1925, ch. 345,
Secs. 1-5, 43 Stat. 995; June 25, 1938, ch. 696, Sec. 1, 52 Stat. 1195.)
Amendments
1938--Subsec. (b)(5). Act June 25, 1938, amended par. (5) generally.
1925--Act Feb. 26, 1925 amended subsecs. (a), (b)(6), (7), and (c),
and added subsec. (d).
Effective Date of 1938 Amendment
Act June 25, 1938, provided that the amendment shall apply to all
China Trade Act corporations created after the date of enactment of the
act.
Section Referred to in Other Sections
This section is referred to in section 148 of this title.
