to the provisions of the act authorizing them, and cannot be organized until all its substantial enactments on the subject are complied with. See the case of ``Valk vs. Crandall and others''---1st Sanford's Ch. Rep. p. 179. The substantial provisions of the act of Nov. 5, 1849, preliminary to the incorporation of the company, are contained in the first and second sections of the act. The language is explicit, ``That any number of persons not less than twenty-five, being subscribers to the stock of any contemplated railroad may be formed into a corporation for the purpose of constructing, owning and maintaining such railroad by complying with the following requirements.'' When stock to the amount of at least one thousand dollars for every mile of said road so intended to be built, shall be in good faith subscribed, and ten per cent. paid thereon as herein required, then the said subscribers may elect Directors for the said company, thereupon they shall severally subscribe articles of association, &c. ``Each subscriber to such articles of association shall subscribe thereto his name, place of residence, and the number of shares of stock taken by him in such company. The said articles of association may, on complying with the next section, be filed in the office of Secretary of State, and thereupon the persons who have subscribed, and all persons who shall from time to time become stockholders in such company, shall be a body corporate by the names specified in such articles.''
``Sec. 3. Such articles of association shall not be filed in the office of the Secretary of State, until ten per cent. on the amount of stock subscribed thereto, shall have been actually and in good faith paid in cash to the Directors named in such articles, nor until there is endorsed thereon, or annexed thereto, an affidavit made by at least three of the Directors named in such articles, that the amount of stock required by the first section has been subscribed, and that ten per cent. on the amount has actually been paid in.''
We cannot doubt that the obvious intention of the Legislature was to require that all the preliminary steps to the incorporation of the company must appear on the face of the papers filed in the Secretary's office. The manifest propriety of such a requisition as security to the public against the formation of fictitious and irresponsible corporations, would of itself constitute a sufficient reason for this construction. The minuteness of detail contained in these sections is inconsistent with any other. Why such precision in these requirements, and the further requisition that these articles should be filed in the office of the Secretary, if not for the very purpose of manifesting the compliance with the provisions of the act? We think that the subscription of the amount prescribed by the first section must be antecedent to the formation either of a company or