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U.S. Code as of:
01/19/04
Section 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.
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