from the other stockholders by action.264 No stockholder shall be liable to pay debts of the corporation beyond the amount unpaid on his stock.265

"If the directors of any corporation shall knowingly declare and pay any dividend when the corporation is insolvent, or any dividend the payment of which would render it insolvent, they shall be jointly and severally liable for all the debts of the corporation then existing, and for all that shall be thereafter contracted, as long as they shall respectively remain in office. The amount for which they shall all be so liable shall not exceed the amount of such dividend; and if any of the directors shall be absent at the time of making the dividend, or shall object thereto at the time such dividend is declared, and shall file their objections in writing with the secretary or other officer of the corporation having charge of the books, they shall be exempted from the said liability." 266

§ 424. Utah.

"The property of the corporation and the unpaid stock shall be liable for the debts of the corporation; but the individual property, of any holder of full-paid capital stock of any corporation organized since March eighth, eighteen hundred and ninety-four, or that hereafter may be organized, under the laws of this state, except as otherwise expressly provided in this title, shall not be liable for the corporate obligations, nor shall assessments be levied on such stock for any purpose whatever, except to such extent and in such manner as may be expressly provided in the articles of incorporation.

"267

"The full-paid capital stock of any corporation organized since March eighth, eighteen hundred and ninety-four, or that may hereafter be organized under the laws of this state, shall

264 Tex. Rev. Stat. Art. 685.

265 Ibid. Art. 686.

266 Ibid. Art. 670.

267 Utah, Rev. Stat. § 331.

not be assessable for any purpose whatever, except to such extent and in such manner as may be expressly provided in the articles of incorporation; provided, that if such stock is made assessable and the manner of levying the assessment is not provided for, it shall be levied in the manner and form hereinafter prescribed." 268

"The board of directors of any corporation, whose capital stock shall not be full-paid, may, for the purpose of paying expenses, conducting business, or paying debts, levy and collect assessments upon the subscribed and unpaid capital stock thereof in such manner and at such times as may be prescribed in the articles of incorporation, or, if not therein provided for, in the manner and form and to the extent hereinafter prescribed. No assessment shall exceed ten per cent. of the outstanding capital stock of the corporation, unless the corporation is unable to meet its obligations or satisfy the claims of its creditors, in which case the assessment may be for the full amount unpaid upon its capital stock, or for any less amount that may be sufficient to meet such obligations or claims. No assessment shall be levied while a portion of a previous one remains unpaid, unless: 1. The power of the corporation has been exercised in accordance with the provisions of this chapter for the purpose of collecting such previous assessment; 2. The collection of such previous assessment has been enjoined or restrained; or, 3. The assessment falls within the provisions of the next preceding section." 269

"The stockholders in every corporation and joint stock association for banking purposes, in addition to the amount of capital stock subscribed and fully paid by them, shall be individually responsible for an additional amount, equal to the amount of their stock in such corporation, for all debts and liabilities of every kind." 270

268 Ibid. § 354.

269 Ibid. §§ 355-357.

270 Ibid. § 382.

$425. Vermont.

"Before a corporation commences business, the president or clerk shall make a certificate under oath, stating the amount of capital actually paid in, which shall be filed in the office of the secretary of state and a certified copy thereof filed with the clerk of the town in which the principal place of business of said corporation is to be located; and if the corporation contracts debts before a copy of its articles of association and such certificate are filed with such town clerk as provided in this chapter, the president and directors shall be personally liable for such debts. If the directors declare and pay a dividend to the stockholders from the property and assets of a corporation when the same is insolvent, or when by the payment of such dividend it becomes insolvent, knowing its condition, the directors assenting thereto, shall be jointly and severally liable, in an action founded on this statute, for debts due from the corporation at the time such dividend is made. One-fourth of the capital stock shall be paid in before the corporation contracts debts, and no part of it shall be withdrawn or diverted from the proper business of the corporation; but such capital stock may be issued in payment for any property deemed necessary for the business of the corporation, and the stock so issued shall be full paid stock and not liable to further call. No debts shall be contracted by the corporation exceeding in amount two-thirds of the capital stock actually paid in; and a director assenting to the creation of an indebtedness exceeding such amount, shall be personally liable for the excess." 271

"The stockholders of a corporation shall be individually liable to its creditors to an amount equal to the amount unpaid on the stock held by them respectively, for contracts and debts made by the corporation. If the capital stock of a corporation is withdrawn and refunded to the stockholders before the full payment of its debts, each stockholder shall be personally

271 Vt. Gen. L. §§ 3722-3724.

liable therefor, to the amount so refunded to him, to be recovered in an action on this statute; and if a stockholder is compelled to pay such debt or any part thereof, he may, by proceedings in chancery, compel the other stockholders, to whom any part of said capital stock has been refunded, to contribute their proportion of the sum so paid by him." 272

§ 426. Virginia.

"Subscriptions to the capital stock of any corporation may be paid in money, land, or other property, real or personal, leases, options, mines, minerals, mineral rights, patent rights, rights of way, or other rights or easements, contracts, labor, or services; and there shall be no individual or personal liability on any subscriber beyond the obligation to comply with such terms as he may have agreed to in his contract of subscription; and any corporation may adopt such plan of financial organization and may dispose of its stock or bonds for the purposes of its incorporation at such prices, for such consideration, and on such terms and conditions as it sees fit: provided, however, that before making any issue of its stock or bonds it shall file with the State Corporation Commission a statement (verified by oath of the president or secretary of the corporation, and in such form as may be prescribed or permitted by the commission), setting forth fully and accurately the basis or financial plan upon which such stock and bonds. are to be issued; and where such basis or plan includes services or property (other than money) received or to be received by the corporation, such statement shall accurately specify and describe in the manner prescribed or permitted by the commission the services and property, together with the valuation at which the same are received, or to be received, and the judgment of the directors as to the value of such land or other property, real or personal, leases, options, mines, mineral rights, patent rights, rights of way, or other rights or ease

272 Ibid. §§ 3725, 3726.

ments, contracts, labor, or services, in the absence of fraud, participated in by both parties to the transaction shall be conclusive." 273

"If the directors or officers of any corporation shall wilfully and fraudulently cause to be published, or give out, any statement or report of the condition or business of the corporation that is known to them to be false in any material respect, the officers and directors so causing such report or statement to be published, or given out, shall be jointly and severally liable for any loss or damage resulting to any person or corporation therefrom.274 If the board declare a dividend out of any part of the capital stock of the corporation, all the members of the board who shall be present and know that such dividend is declared out of the capital stock, and not dissent therefrom, shall, in their individual capacity, be jointly and severally liable to the corporation's creditors for the amount of capital so divided, and may be proceeded against therefor on a bill in equity filed on behalf of such creditors; and, moreover, each stockholder who participates in such dividend shall be liable to such creditors to the extent of the capital stock so received by him." 275

$ 427. Washington.

"The stockholders of any corporation formed under this chapter may, in the by-laws of the company, prescribe the times, manner and amounts in which payments of the sums subscribed by them respectively, shall be made; but in case the same shall not be so prescribed, the trustees shall have the power to demand and call in from the stockholders the sums by them subscribed, at such time, and in such manner, payments or installments, as they may deem proper." "It shall not be lawful for the trustees to make any dividend

273 Va. Corp. Supp. ch. 5, § 9.

274 Ibid. § 26.

275 Ibid. § 60.

276 Wash. Corp. Supp. § 12.

276