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51 Harv. L. Rev. 1373 (1937-1938)
The Incorporated Individual: A Study of the One-Man Company

handle is hein.journals/hlr51 and id is 1427 raw text is: ONE-MAN CORPORATIONS THE INCORPORATED INDIVIDUAL: A STUDY OF THE ONE-MAN COMPANY N the last eight years eleven states have extensively revised and elaborated their general incorporation statutes ' and there are indications that this represents the vanguard of a nationwide movement along a similar front. Already the movement has pro- gressed far enough to indicate its probable trend. The numerous and substantial changes to be found in the new statutes were ap- parently designed chiefly for the accommodation of the large modern enterprise operating in a complicated and rapidly shifting social and economic environment. The process of incorporation itself has been simplified; uncomfortable restrictions with respect to capitalization and types of securities which may be issued are either greatly eased or entirely eliminated; managements are vested with increased powers of control, and there is a correspond- ing reduction of braking power in the equity interests.2 These are but a few of the significant changes which could be mentioned. But so far as the needs of the small incorporated enterprise are concerned, the new statutes remain hopelessly cumbersome and unsatisfactory.' One cannot, therefore, review this parade of progress without a sense of disappointment. I CAm. Civ. CODE (Deering, 1937) §§ 277-413 (enacted in 1931) ; LL. REV. STAT. ANN. (Smith-Hurd, 1935) c. 32, §§ 157.1-157.167 (enacted in 1933); IND. STAT. ANN. (Burns, 2933) §§ 25-101-25-254 (enacted in 1929); IDAo CODE ANN. (1932) §§ 29-101-29-164 (enacted in 1929) ; LA. GEN. STAT. ANN. (Dart, 1932) §§ b0E80L-1154 (enacted in 1929) ; MICE. STAT. ANN. (Henderson, 1935) §§ 21.1-21.194 (the original act enacted in 1931); Minn. Laws 1933, c. 300, as amended by Laws 1935, C. 17, 212, 230 (enacted in 2933) ; OH10 CODE ANN. (Throckmorton, 1936) §§ 8623-1-8623-138 (enacted in 1929); Pa. Laws 1933, no. 106, as amended by Laws 1935, no. 361 (enacted in 1933); WAsH. REv. STAT. ANN. (Remington, Supp. X937) §§ 3803-52 (enacted in 1933). See Rutledge, Significant Trends in Modern Incorporation Statutes (1937) 22 WASH. U. L. Q. 305, 309. 2 Rutledge, supra note i. Cf. Dodd, Statutory Developments in Business Corpo- ration Law, z886-1936 (1936) 50 HARv. L. REv. 27. 3 General incorporation statutes should possess flexibility factors adequate to the needs of the types of corporations formed thereunder. See Rutledge, supra note 1. For a long time banks and public utilities have been regarded as distinct types of corporations, but for the most part the tendency in this country has been to view all corporations alike. In a number of other countries, however, corporations have 1938] 1373

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