d management; and the modern quite
opposite theory that, in the absence of fraud in its organization or
government, an ordinary business corporation should be allowed to do
anything that an individual may do. Under the old theory the capital
stock of a corporation was, in the law, considered to be a guarantee
fund for the payment of creditors, as well as affording a method of
conveniently measuring the interests of the individual owners of a
corporate enterprise. There resulted from this principle not only the
fundamental proposition that the capital stock, being in the nature of
a guarantee fund, should be paid up at its full par in actual cash,
but all the other provisions to protect creditors or other persons
having dealings with the corporation; such as, that the debts of a
corporation should not exceed its capital stock--designed primarily in
the interest of creditors and secondarily in that of the stockholders,
who were looked after as carefully as if they were the wards of the
State when dealing in corporation matters. Under the modern theory,
the State owes no duty, to persons who may choose to deal with
corporations, to look after the solvency of such artificial bodies;
nor to stockholders, to protect them from the consequences of going
into such concerns, the idea being that, in the case of ordinary
business corporations, the State's duty ends in providing clearly that
creditors and stockholders shall at all times be precisely informed of
all the facts attending both the organization and the management
of such corporations, and particularly that there should be full
publicity given to all details of the original organization thereof.

The committee has had little hesitation in determining which of these
theories it should adopt. The limit of capitalization both in amount
and in valuation to the net tangible assets of the corporation has
unquestionably had much to do with the arrest of corporate growth in
this commonwealth. Good-will, trade-marks, patents may unquestionably
be valuable assets, which, under our present method, may not be
capitalized. Admirable as this theory may have been, of payment of
capital stock in full in cash, the condition is so easily avoided
in practice that the result is that our existing law promises a
protection which, in reality, it does not afford, and is merely an
embarrassment to those who feel obliged to comply not only with the
letter but with the spirit of the law. It is no l