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is made as to the liability of stockholders in trust companies. 101

"When the net assets of any [insurance] company incorporated in this State do not amount to more than four-fifths of its paid-up capital, it may make good its capital to the original amount by assessment of its stock. Shares on which such assessment is not paid within sixty days after demand shall be forfeitable, and may be cancelled by a vote of the directors, and new shares issued to make up the deficiency. If such company shall not, within three months after notice from the insurance commissioner to that effect, make good its capital as aforesaid, or reduce the same as allowed by section six hundred and eighty-eight, its authority to transact new business shall cease." 102 Guaranty and surety companies and title insurance companies are subject to the same provisions.103 "If the directors of any incorporated company shall declare and pay any dividend when the corporation is insolvent, or any dividend the payment of which would render it insolvent, or which would diminish the amount of its capital stock, they shall be jointly and severally individually liable for all debts of the corporation then existing, and for all that shall be thereafter incurred while they, or a majority of them, continue in office.'

"" 104

"If the directors or officers of any corporation shall knowingly cause to be published or given out any statement or report of the condition or business of the corporation that is false in any material respect, the officers and directors causing such report or statement to be published or given out, or assenting thereto, shall be jointly and severally individually liable for any loss or damage resulting therefrom." 105

"If the directors or officers of any corporations shall fail or

101 Ibid. § 613.

102 Ibid. § 695.
103 Ibid. §§ 724, 739.

104 Ibid. § 548.

105 Ibid. $549.

refuse to comply with, or shall violate any of the provisions of this article, those so failing, refusing or violating shall be jointly and severally individually liable for any loss or damage resulting to any person from such failure, refusal or violation, and, in addition thereto, the persons so liable shall be each punished by a fine of not less than one hundred nor more than one thousand dollars." 106

"If any [title insurance] corporation is under liability for losses equal to its net assets, and the president and directors knowing it, make or assent to further insurance, they shall be personally liable for any losses under such insurance." 107

$398. Louisiana.

"No stockholder shall ever be held liable or responsible for the contracts or faults of such corporation in any further sum than the unpaid balance due to the company on the shares owned by him; nor shall any mere informality in organization have the effect of rendering a charter null, or of exposing a stockholder to any liability beyond the amount of his stock." 108

"It shall be a crime, the punishment of which shall be prescribed by law, for any president, director, manager, cashier, or other officer or owner of any private or public bank or banking institution or other corporation accepting deposits or loans to assent to the reception of deposits or the creation of debts by such banking institutions after he shall have had knowledge of the fact that it is insolvent or in failing circumstances; any such officer, agent or manager shall be individually responsible for such deposits so received and all such debts so created with his assent." 109

$399. Maine.

There is no liability of stockholders except for calls on

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108 La. Rev. Stat. § 690; and see Civ. Code, Art. 437.

109 La. Const. Art. 269.

unpaid stock, imposed by the common law; and "in the absence of actual fraud in the transaction" if stock is issued as fully paid for any consideration whatever, it "shall be full paid stock and not liable to any further call or payment thereon." There is not statutory provision for liability of directors.

"" 110

$400. Maryland.

"All the stockholders of any such corporation [created under general law] shall be severally and individually liable to the creditors of the corporation of which they are stockholders to an amount equal to the amount of stock held by them respectively, for all debts and contracts made by the corporation, until the whole amount of the capital stock fixed and limited by the corporation shall have been paid in, and a certificate thereof made and filed; . . . but no stockholder shall be individually liable to the creditors of such corporation, except to the amount of his, her or their unpaid subscription to the capital stock." 111 "No person holding stock in any such corporation as executor, administrator, guardian or trustee, and no person holding such stock as collateral security, shall be personally subject to any liability as stockholders of such corporation; but the person pledging the stock shall be considered as holding the same, and shall be liable as stockholder accordingly; and the estates and funds in the hands of such executor, administrator, guardian or trustee shall be liable in like manner and to the same extent as the testator or intestate or ward or person interested in such trust fund would have been if he had been living and competent to act and held the same stock in his own name." 112

"After judgment against a corporation is returned unsatisfied, the plaintiff may file a bill against all or any persons who may be in any manner indebted to said corporation,

110 Me. 1901, ch. 229, § 13.

111 Md. Gen. L. Art. 23, § 64. 112 Ibid. § 66.

[Chap. XVII. either for the stock thereof or on any other account; and if the court shall find such person or persons to be indebted to said corporation, a decree shall pass directing such persons so found to be indebted to bring the money into court, to be distributed ratably among the creditors of such corporation, in the same manner that distribution is made on a creditors' bill." 113

"The general assembly shall grant no charter for banking . purposes, nor renew any banking corporation now in existence except upon the condition that the stockholders shall be liable to the amount of their respective share or shares of stock in such banking institution for all its debts and liabilities upon note, bill, or otherwise." 114

"If the trustees, managers or directors of any such corporation [created under general laws] shall declare and pay any dividend when the corporation is insolvent, or any dividend the payment of which would render it insolvent, or would diminish the amount of the capital stock, they shall be jointly and severally liable for all the debts of the corporation then existing, and also for all that shall hereafter be contracted, while they shall respectively continue in office, even although the whole amount of the capital of said corporation has been paid in.115 If any of the trustees, directors or managers of such corporation shall object to declaring such dividend, or to the payment of the same, and having voted against the declaration thereof shall at any time before the time fixed for the payment of the same record a certificate of their objection in writing with the clerk of the court in which the original certificate of incorporation is filed, they shall be exempt from the liability imposed in the preceding section." 116

"No loan of money shall be made by any such corporation to any stockholder therein; and if any such loan shall be made to any stockholder the officer or officers who shall make it or

113 Ibid. § 300.

114 Md. Const. Art. 3, § 39.

115 Md. Gen. L. Art. 23, § 67. 116 Ibid. § 68.

who shall assent thereto shall, in the event of the insolvency of such corporation, be jointly and severally liable for all the debts of the corporation contracted before the making of said loan to the extent of double the amount of any loss arising out of said loan.” 117

$401. Massachusetts.

The liability of stockholders and directors in business corporations is regulated as follows: "The stockholders of a corporation which reduces its capital stock contrary to the provisions of section forty-three shall be liable for the payment of the debts and contracts of the corporation existing at the time of such reduction to the extent of the amount withdrawn and paid to them respectively. The stockholders of a corporation shall also be liable for all money due to operatives for services rendered within six months before demand made upon the corporation and its neglect or refusal to make such payment. A stockholder who pays on a judgment or otherwise more than his proportion of any such debt shall have a claim for contribution against the other stockholders." 118

"The president, treasurer and directors of every corporation shall be jointly and severally liable for all the debts and contracts of the corporation contracted or entered into while they are officers thereof if any stock is issued in violation of the provisions of section 14 [requiring that no stock be issued unless it is fully paid, or is issued in compliance with the provision for paying for stock in installments] or if any statement or report which is required by the provisions of this act is made by them which is false in any material representation and which they know to be false; but only the officers who sign such statement or report shall be so liable." 119 If stock is issued in violation of the provisions of this section, "the

117 Ibid. § 69.

118 Mass. 1903, ch. 437, § 33.

119 Ibid. § 34,

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