About this book
My library
Raamatud teenuses Google Play
CONTENTS.
List of Acts for Formation of Corporations, page XIII.
Constitutional Provisions Respecting Corporations, page XV.
The Act Concerning Corporations, page 1.
Forms, page 96.
Index, page 113.
AN ACT CONCERNING CORPORATIONS.
I. POWERS.
1. Powers of corporation in general. To have succession; to sue, &c.;
common seal; hold real estate; also realty taken for debt; to mort-
gage it and their franchises; appoint agents; make by-laws; wind
up and dissolve.
2. Said powers vest without specification.
3. No others vest except expressly given.
4. Banking powers never implied.
5. Stockholders liable ratably to the amount of unpaid subscriptions for
payment of debts.
6. All charters subject to legislative control.
7. Dividends not to be made except from profits, or directors to be liable;
unless they dissent.
8. Incorporation by legislative act invests company with all powers.
9. And so also in cases of incorporation under general laws.
II. FORMATION, CONSTITUTION, ALTERATION, DISSOLUTION.
10. Purposes for which corporations may be formed. Certificate to be filed.
Formation of certain companies not authorized.
11. Certificate of incorporation, and what it shall set forth.
12. Certificate and certified copy evidence.
13. Upon making and recording certificate, persons associating incorporated.
14. All companies to have powers and be subject to liabilities in this act
provided.
15. Company may carry on a part of business out of state and hold real
estate out of state.
16. Directors and officers.
17. Election of directors and president.
18. Secretary and treasurer.
19. Other officers to be elected and hold according to by-laws.
20. Vacancies filled according to by-laws.
21. Proxies allowed. By-laws to regulate elections.
22. First meetings, how called.
23. Certificates of stock.
24. Stock may be increased, and how.
25. Power to issue general and preferred stock.
26. Transfer of stock.
27. Assessments on stock.
28. Stock may be sold for non-payment of assessments.
29. Proceedings for sale of shares.
30. Certificate of amount of capital stock paid in.
31. Certificate of increase of stock.
32. Penalties for not making certificates.
33. Company may reduce stock and change nature of business.
34. How companies may be dissolved.
35. This act alterable. Effect of legislative action.
III. ELECTION OF OFFICERS.
36. Stock books to be open for thirty days previous to election, and alpha-
betical list of stockholders to be made.
37. Elections to be by ballot.
38. Each share to have a vote. Proxy allowed.
39. Persons holding stock as executors, &c., may vote.
40. Non-resident stockholders may vote.
41. List of stockholders to be produced at election.
42. Candidate for director not to act as officer of election, or his election void.
43. Companies not to vote on their own stock.
44. Supreme Court to proceed summarily to review proceedings at elections.
45. By-laws as to elections not valid unless made thirty days previous to any
election; transfer books to be evidence of right to vote.
46. On the failure to hold election, new one shall be had on notice; failure
to elect not to work dissolution of corporation.
47. Persons to be elected directors shall be stockholders.
48. Directors ceasing to be stockholders shall cease to be directors.
49. List of directors, &c., to be filed with secretary of state, who shall issue
certificate to that effect.
IV. MANAGEMENT AND LIABILITY OF DIRECTORS, &c.
50. Stockholders' meeting to be held in this state; companies may have office
outside, but must keep stock and transfer books in office within this
state; courts may order other books brought within state under pen-
alty of forfeiture of charter.
51. Calling of meetings by stockholders.
52. Declaration of dividends by manufacturing corporations.
53. Liability for refunded capital before debts are paid.
54. Payment of capital to be in money, and no loans to stockholders.
55. Stock may be issued for property purchased.
56. False representation by company, and penalty.
V. REMEDIES.
1. AGAINST THE CORPORATION.
57. On dissolution of company, directors to be trustees.
58. Powers and liabilities of such trustees.
59. Continuance of corporate existence for settling business.
60. Appointment of receiver to wind up company.
61. Jurisdiction of chancellor.
62. Duties of receivers.
63. Lien of workmen in case of insolvency.
64. On dissolution, property to vest in stockholders.
65. Suits not to abate on dissolution.
66. On execution against corporation, schedule of property to be shown
sheriff.
67. Execution on debts due the company.
68. Penalty for refusing to answer.
69. Duty of directors in case of insolvency. Exhibit to be made.
70. Remedy in chancery by bill, &c.
71. Evidence of insolvency.
72. Receivers may be appointed.
73. Receiver's oath.
74. Power to examine witness, &c.
75. Power to search, &c.
76. Receiver to make inventory and report.
77. Further powers of receivers.
78. Trial by jury allowed at the circuit.
79. Receivers, majority may act. May be removed.
80. Distribution, how made.
81. Suits pending may be continued.
82. Appeal to chancellor. Power of the court.
83. Corporations not to transact business when receivers are appointed.
84. Land may be sold.
85. Franchises may be sold, &c.
86. Limitation of act.
87. Process, what and how served.
88. Process against foreign corporations.
89. When returned "served or summoned" defendant in court.
66
" or
not summoned."
90. Proceeding when summons returned "not served"
91. Corporations not to alien lands during suit if order for publication made.
92. Suit to go on in case corporation dissolved.
2. AGAINST DIRECTORS AND STOCKHOLDERS.
93. Action for liability imposed by this act.
94. Remedy against by bill in chancery.
95. Stockholders who pay company's debts may recover of company.
96. Execution against stockholders and directors to stay till remedy exhausted
against company.
VI. MISCELLANEOUS.
97. Notice to be given of application for acts of incorporation. What to
specify.
98. Companies formed under Manufacturing Company act of 1846 may come
under this act.
99. Foreign corporations authorized to hold and convey real estate in this
state.
100. Contracts for sale, letting, &c., franchises, &c., shall be acknowledged and
proved and recorded in the office of the secretary of state.
101. Repeal of Manufacturing Company act of 1846 and supplements.
102. Repeal of act of 1849 and supplements.
103. Foreign corporations doing business in this state, subject to the provisions
of the general act concerning corporations.
104. Repealer.
SUPPLEMENTARY ACTS.
105. Taxation of property of corporations. Proviso.
106. Time of holding elections and declaring dividends, how changed.
107. Formation of water companies.
108. Plank road companies. Residence of directors.
109. Corporate existence may be extended.
110. Certificate must be filed.
111. But no irrepealable charter.
112. Only majority of directors of water company must reside in this state.
113. On dissolution, list of directors, &c., filed.
114. Changing name of corporation.
115. Liability not affected by change of name.
116. Increase of stock and number of directors.
117. Chartered corporation may decrease stock.
118. Any company may change par value of shares.
119. Any company may increase stock and number of directors.
120. Bank impaired may reduce stock.
121. Re-organizing company may mortgage property.
122. Manufacturing companies may come under this act.
123. Corporation to be taxed on stock and surplus.
124. Co-operative companies.
125. Removal of principal office.
126. Amended certificate of incorporation.
127. Rights not impaired thereby.
128. Elections held after prescribed day.
129. Not to apply to literary or religious society.
130. Corporations as executors, &c.
131. Charter not forfeited when company acting under order of chancery.
132. Re-organization of turnpike and bridge companies, &c.
133. Residence of directors of manufacturing company.
134. Service of process on foreign corporations.
135. Capital may be increased to pay bonds.