DGCL Sec. 101 - Formation

Corporations do not just appear out of thin air. They are artificial creations that require "promoters" to cause their incorporation. In the 19th century, that would have required the passage of actual legislation. With the broad adoption of general enabling laws, specific legislation was no longer required, however someone was required to undertake the ministerial actions required for form a corporation.

Section 101 that follows below makes it clear that the mere filing of a certificate of incorporation - a ministerial act - is sufficient to form a corporation. This is the essence of an enabling statute. This subtle, but important change, is more important than you might imagine at first glance. To the extent government control over decisions about who can form a corporation and under what circumstances gives rise to incentives for corruption and generally mucks up the business environment, the switch to a bottom-up incorporation regime can be seen as a valuable contribution of the Progressive Era. In addition, these enabling acts are also agnostic with respect to the actual business that the corporation undertakes. This is another reform intended to lower the barriers in the creation of new corporations.