Reservation clauses, reserving to the legislature a power to amend or repeal corporate charters, are included in the constitutions or corporation statutes of 49 states and the District of Columbia. Thirty-one states have constitutional reservation clauses; 45 states have statutory reservation clauses; 27 states have both kinds of clauses; and 49 states have at least one of the clauses. The District of Columbia has a statutory reservation clause; the District has no constitution. Utah is the lone state without a reservation clause in either its constitution or corporation code. For two states (Arizona and California), the statutory reservation clauses pertain only to nonprofit corporations, although the constitutions of both states contain reservation clauses pertaining to corporations generally.
The constitutions of 41 states require that corporations be formed by general laws only. State constitutions not so requiring are those of Alaska, California, Connecticut, Hawaii, Louisiana, Massachusetts, Michigan, New Hampshire, and Pennsylvania.
This document provides text and citations of constitutional and statutory reservation clauses and constitutional requirements of general laws with respect to corporations for the fifty states and the District of Columbia. A summary table is also provided.
Number of Pages in PDF File: 22
Keywords: corporations, charters, incorporation, law, general, reservation clause, state survey
Speir, Ian S., Constitutional and Statutory Reservation Clauses and Constitutional
Requirements of General Laws with Respect to Corporations: The Fifty States and the District of Columbia (April 24, 2011). Available at SSRN: http://ssrn.com/abstract=1820868 or http://dx.doi.org/10.2139/ssrn.1820868