15 U.S.C. § 143 — Registrar; designation; station; supervision

Page 621 TITLE 15—COMMERCE AND TRADE § 143 title. For effect of repeal on existing registrations and pending proceedings see notes under section 1051 of this title. Sections 98 and 127 were rerepealed by act June 25, 1948, ch. 646, § 39, 62 Stat. 992, eff. Sept. 1, 1948. Editorial Notes DERIVATION Sections were derived from the following acts: Feb. 20, 1905, ch. 592, §§ 1 to 23, 25–30, 33 Stat. 724 to 731. May 4, 1906, ch. 2081, §§ 1 to 3, 34 Stat. 168, 169. Mar. 2, 1907, ch. 2573, §§ 1, 2, 34 Stat. 1251, 1252. Feb. 18, 1909, ch. 144, 35 Stat. 627, 628. Feb. 18, 1911, ch. 113, 36 Stat. 918. Mar. 3, 1911, ch. 231, § 291, 36 Stat. 1167. Aug. 24, 1912, ch. 370, § 5, 37 Stat. 498. Jan. 8, 1913, ch. 7, 37 Stat. 649. Mar. 19, 1920, ch. 104, §§ 1 to 9, 41 Stat. 533 to 535. June 7, 1924, ch. 341, 43 Stat. 647. Mar. 4, 1925, ch. 535, §§ 1, 3, 43 Stat. 1268, 1269. Mar. 2, 1929, ch. 488, § 2(b), 45 Stat. 1476. Apr. 11, 1930, ch. 132, § 4, 46 Stat. 155. June 7, 1934, ch. 426, 48 Stat. 926. June 20, 1936, ch. 617, 49 Stat. 1539. June 25, 1936, ch. 804, 49 Stat. 1921. June 10, 1938, ch. 332, §§ 1 to 3, 5, 52 Stat. 638, 639. CHAPTER 4—CHINA TRADE Sec. 141. Short title. 142. Definitions. 143. Registrar; designation; station; supervision by Secretary of Commerce. 144. China trade corporations. 144a. Incorporation fee for perpetual existence. 145. Certificate of incorporation. 146. General powers of corporation. 146a. Jurisdiction of suits by or against China Trade Act corporation. 147. Stock; issuance at par value. 148. Payment of stock in real or personal prop- erty. 149. Bylaws. 150. Stockholders’ meetings. 151. Directors. 152. Reports; records for public inspection. 153. Dividends. 154. Investigations by registrar; revocation of cer- tificate of incorporation. 155. Authority of registrar in obtaining evidence. 156. Dissolution of corporation; trustees. 157. Regulations and fees; disposition of fees and penalties. 158. False or fraudulent statements prohibited; penalties. 159. Unauthorized use of legend; penalty. 160. Maintenance of agent for service. 161. Alteration, amendment, or repeal. 162. Creation of China corporations restricted. § 141. Short title This chapter may be cited as the ‘‘China Trade Act, 1922.’’ (Sept. 19, 1922, ch. 346, § 1, 42 Stat. 849.) Editorial Notes REFERENCES IN TEXT This chapter, referred to in text, was in the original ‘‘this Act’’, meaning act Sept. 19, 1922, ch. 346, 42 Stat. 849. The Act (except sections 21 to 27) is classified to this chapter. Sections 21 to 27 of the Act amended title II of the Revenue Act of 1921, which was repealed by section 1100 of the Revenue Act of 1924 (43 Stat. 352). § 142. Definitions When used in this chapter, unless the context otherwise indicates— (a) The term ‘‘person’’ includes individual, partnership, corporation, and association; (b) The term ‘‘China’’ means (1) China includ- ing Manchuria, Tibet, Mongolia, and any terri- tory leased by China to any foreign government, (2) the Crown Colony of Hong Kong, and (3) the Province of Macao; (c) The terms ‘‘China Trade Act corporation’’ and ‘‘corporation’’ mean a corporation chartered under the provisions of this chapter; (d) The term ‘‘Federal district court’’ means any Federal district court, and the United States District Court for the District of Colum- bia; (e) The term ‘‘Secretary’’ means the Secretary of Commerce; and (f) The term ‘‘registrar’’ means the China Trade Act registrar appointed under section 143 of this title. (Sept. 19, 1922, ch. 346, § 2, 42 Stat. 849; June 25, 1936, ch. 804, 49 Stat. 1921; Treaty Jan. 11, 1943, 57 Stat. 767; June 25, 1948, ch. 646, § 32(a), 62 Stat. 991; May 24, 1949, ch. 139, § 127, 63 Stat. 107.) Editorial Notes CODIFICATION Words ‘‘the United States Court for China’’ deleted from definition of ‘‘Federal district court’’ under the authority of Treaty between the United States and the Republic of China, 57 Stat. 767, which was signed in Washington, Jan. 11, 1943, ratified by the United States Senate on Feb. 11, 1943, ratified by the President on May 4, 1943, and ratified by the Republic of China on Feb. 4, 1943, by which the United States relinquished all extraterritorial jurisdiction and rights in China. Congress by private act Dec. 22, 1944, ch. 691, 58 Stat. 1086, provided for the relief of certain former employees of the United States Court for China for the period of July 1, 1942 to May 20, 1943, on which date the Court ceased to exist. Statutory Notes and Related Subsidiaries CHANGE OF NAME Act June 25, 1948, eff. Sept. 1, 1948, as amended by act May 24, 1949, substituted ‘‘United States District Court for the District of Columbia’’ for ‘‘district court of the United States for the District of Columbia’’. Act June 25, 1936, substituted ‘‘district court of the United States for the District of Columbia’’ for ‘‘Su- preme Court of the District of Columbia’’. § 143. Registrar; designation; station; supervision by Secretary of Commerce The Secretary of Commerce may authorize such Foreign Service officer as Secretary of State shall make available to perform duties of China Trade Act Registrar under his direction. The official station of the registrar shall be in China at a place to be designated by the Sec- retary. All functions vested in the registrar by this chapter shall be administered by him under the supervision of the Secretary; except that upon appeal to the Secretary in such manner as he shall by regulation prescribe, any action of the registrar may be affirmed, modified, or set aside by the Secretary as he deems advisable. (Sept. 19, 1922, ch. 346, § 3, 42 Stat. 850; 1939 Reorg. Plan No. II, § 1(d), eff. July 1, 1939, 4 F.R. 2731, 53 Stat. 1431.) Page 622 TITLE 15—COMMERCE AND TRADE § 144 Executive Documents TRANSFER OF FUNCTIONS Secretary of Commerce may authorize such Foreign Service officer as Secretary of State shall make avail- able to perform duties of China Trade Act Registrar under direction of Secretary of Commerce to conform to 1939 Reorg. Plan No. II, set out in the Appendix to Title 5, Government Organization and Employees. Responsibilities of Secretary of Commerce with re- gard to China Trade Act Registrar are exercised by Deputy Assistant Secretary for International Com- merce in Domestic and International Business Admin- istration of the Department of Commerce, with the power of redelegation. § 144. China trade corporations (a) Incorporation Three or more individuals (hereinafter in this chapter referred to as ‘‘incorporators’’), a major- ity 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 incor- poration 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 leg- end, ‘‘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 cor- poration 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 cap- ital stock has been in good faith subscribed to. (c) Prohibited transactions A China Trade Act corporation shall not en- gage 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 own- ing or operating any vessel, unless the control- ling interest in such corporation is owned by citizens of the United States, within the mean- ing of section 50501 of title 46. (d) Capital stock requirements No certificate of incorporation shall be deliv- ered to a China Trade Act corporation and no in- corporation 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, ex- cept that the registrar may grant additional time for the filing of such statement upon appli- cation made prior to the expiration of such six months. If any such corporation transacts busi- ness in violation of this subdivision of this sec- tion 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, § 4, 42 Stat. 850; Feb. 26, 1925, ch. 345, §§ 1–5, 43 Stat. 995; June 25, 1938, ch. 696, § 1, 52 Stat. 1195.) Editorial Notes CODIFICATION In subsec. (c), ‘‘section 50501 of title 46’’ substituted for ‘‘section 2 of the Shipping Act, 1916, as amended’’ on authority of Pub. L. 109–304, § 18(c), Oct. 6, 2006, 120 Stat. 1709, section 8(b) of which enacted parts A and B of sub- title V of Title 46, Shipping. 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). Statutory Notes and Related Subsidiaries 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. § 144a. Incorporation fee for perpetual existence Any China Trade Act corporation existing on June 25, 1938, may make its existence perpetual only upon application to the Secretary of Com- merce to amend its charter in that respect and upon payment of a fee equivalent to the incorpo- ration fee. Upon receipt of such application and the payment of such prescribed fee, the Sec- retary shall approve such application and the charter of the corporation shall be amended ac- cordingly. (June 25, 1938, ch. 696, § 2, 52 Stat. 1196.) Editorial Notes CODIFICATION Section was not enacted as part of the China Trade Act, 1922, which comprises this chapter. § 145. Certificate of incorporation The Secretary shall, upon the filing of such application, issue a certificate of incorporation certifying that the provisions of this chapter