15 U.S.C. § 144 — China trade corporations

(a) Incorporation. Three or more people, called "incorporators," most of whom must be U.S. citizens, may form a corporation based in the District of Columbia. Its purpose must be to do business inside China. This chapter calls this a "China Trade Act corporation." (b) Articles of incorporation. The incorporators write up "articles of incorporation" and file them with the Secretary of Commerce's office in Washington, D.C. They then apply for a certificate of incorporation, following whatever form the Secretary requires by regulation. The articles must state: (1) the corporation's name, which must end with "Federal Inc. U.S.A." and, in the Secretary's opinion, must not be likely to mislead the public; (2) that its main office is in the District of Columbia; (3) exactly what business it will do; (4) how much stock is authorized, its classes, the terms for issuing it, and each class's number of shares and par value; (5) how long the corporation will exist — this can be forever or for a set time; (6) the names and addresses of at least three people, a majority of whom must be U.S. citizens at the time and throughout their term, who will serve as temporary directors; and (7) confirmation that at least 25 percent of the authorized stock's value has already been subscribed to in good faith. (c) Prohibited transactions. A China Trade Act corporation cannot do banking business — for example, discounting notes, taking deposits, trading bills of exchange, or issuing notes meant to circulate as money. It also cannot do any insurance business. And it cannot own or operate a vessel, unless U.S. citizens hold the controlling interest in the corporation, as defined in section 50501 of title 46. (d) Capital stock requirements. No certificate of incorporation will be issued, and the incorporation is not complete, until at least 25 percent of the authorized stock has been paid — either in cash, or, under section 148 of this title, in real or personal property placed in the directors' custody. The corporation must then file a sworn statement about this with the registrar within six months of getting its certificate, though the registrar can grant more time if asked before the six months run out. If the corporation does business without meeting this rule, or misses the filing deadline (including any extension), the registrar must start proceedings under section 154 to revoke its certificate of incorporation.