The Statutory and Case Law Applicable to Private Companies: With Special Reference to the General Corporation Act of New Jersey and Corporation Precedents Applicable to Corporations Generally

Front Cover
James Brooks Dill
Baker, Voorhis & Company, 1901 - 381 pages
 

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Contents

Shares personal property transfers
20
Stockholders liable until subscriptions are fully paid
21
Directors may make assessments until shares are fully paid
22
Shares of delinquent owner to be sold
23
Treasurer to give notice of sale
24
Certificate upon payment of capital
25
Liability of officers neglecting to comply with preceding section
26
26a Incorporators may amend certificate of incorporation before pay ment of capital
44
Amendments and changes after organization
45
Amendments by corporations under other acts 28a Change of location of office by resolution of directors 29 Decrease of capital stock how effected ...
49
Incorporators may dissolve corporation
49
Elections Stockholders Meetings 33 Stock and transfer books must be kept in registered office annual list of stockholders
50
Directors election of
53
Candidate for office of director not to be inspector of election 35a Cumulative voting 36 Regulations as to voting voting pools or trusts qualificatio...
54
Voting powers of executors or trustees Hypothecated stock 38 Shares of stock of a corporation belonging to the corporation shall not be voted upon ...
59
Directors shall be stockholders
60
Stock books to determine who may vote
61
Election not held on designated day may be held thereafter 42 Supreme Court may summarily investigate complaints touching elections
62
42a Chancellor may summarily investigate complaints touching elec
63
tions
64
Annual report of officers and directors to be filed 43a Every certificate and report must give address of New Jersey office and name of agent
67
Call of meeting by three stockholders when legal meeting cannot be otherwise called IV Dividends Payment of Capital Stock
72
Directors to declare dividends etc 48 Capital stock to be paid in money loans to stockholders forbidden 49 Stock issued for property purchased
74
Certain corporations may take stock and bonds in other corpora tions in payment for labor and materials
76
Any corporation may hold stock and bonds of other corporations
77
Winding Up 53 Corporate existence continues
78
Directors trustees on dissolution 55 Powers and liabilities of such trustees 56 Court of chancery may continue directors as trustees or appoint receivers...
79
Jurisdiction of court of chancery 58 Disposition of proceeds by trustees or receivers 59 Actions not to abate on dissolution 60 Copy of decree of diss...
80
V1 Execution Against Corporation 61 On execution schedule of property to be furnished to officer 62 Execution may be satisfied by debts due the c...
81
Directors must call meeting of stockholders when corporation becomes insolvent 64 Conveyance or assignment of property etc after insolvency or i...
82
Remedy in chancery by injunction and appointment of receiver in case of insolvency
84
Court may appoint receivers powers of receivers
88
Receiver to qualify and take oath 68 Property franchises etc of insolvent corporation vest in receiver upon appointment
89
When debts paid or provided for court may direct receiver to reconvey property or may dissolve corporation
90
Upon reorganization company may issue bonds and stock to creditors 71 Power of receiver to examine witnesses
91
Power to search etc 73 Acts of majority of receivers or trustees valid receivers may be removed and others appointed 74 Inventory and report 75 Co...
92
Trial by jury allowed at the circuit
93
Persons aggrieved by proceedings may appeal to court of chancery 79 Upon application receiver to be substituted as plaintiff in suits pending at time...
94
Actions not to abate by death of receiver 81 Court may order receiver to sell incumbered property in litigation free of liens 82 Receiver of railroad p...
95
Cannot maintain action until certificate of secretary of state is obtained
105
On death of agent another to be appointed penalty for failure
106
Unlawful to transact business until authority is obtained 1000 Attachment against foreign corporation
107
Service of prerogative writ against foreign corporation 103 How writs may be enforced upon failure to make return etc XI Merger of Corporations ...
108
How consolidation or merger shall be made 106 Corporations merged or consolidated shall be one corporation 107 Upon merging or consolidating r...
110
Dissenting stockholder may petition court for appointment of appraisers
111
Consolidated corporation authorized to issue bonds and mortgage property XII Taxation 110 Real and personal property how taxed
111
Lost Certificates of Stock 111 New certificates of stock may be issued for certificates lost or de stroyed 112 Proceedings in case of refusal to issue ne...
114
Fees on Filing Certificates Sundry Provisions 114 Fees on filing certificates 115 Surviving incorporators may designate others for organization
116
Mutual association may create capital stock 117 Secretary of state to compile and publish list of corporations 118 Repealer vested rights not impaired
117
Supplemental and Miscellaneous Acts
118
Certain corporations required to pay employees wages at least every two weeks 133 Corporation may lease its property and franchises to another cor ...
120
State taxes must be paid before dissolution
121
Purchasers of property and franchises of certain corporations sold by order of court may become a new corporation
122
Levy of Execution on Shares of Stock
123
Penalties for false statement or failure to make statement
131
Acknowledgment and recording of deeds c
138
Mortgages must be acknowledged or proved
144
Chattel mortgages how recorded
145
Chattel mortgages how acknowledged or proved 189 Chattel mortgages effect of recording
146
Provisions of the Crimes Act
147
Willful destruction of books making false entries etc 194 Publishing false statements 195 Embezzlement by servants agents etc 196 Issuing false stock
148
CRIMINAL PROCEDURE 197 Summons against corporations how issued and served
150
Proceedings after return served etc 199 Process not served
151
Associations not for Pecuniary Profit
153
General powers 203 Trustees elections vacancies 204 Other corporations not for pecuniary profit may incorporate under this
154
Associations may combine
155
Certificate of incorporation may provide for death benefits etc 207 Dissolution
156
Associations must be formed under this act act may be altered or repealed
157
Repealer
158
Construction of Statutes
159
Dixon Crucible Co 39
164
Forms and Precedents
169
100
173
Appendix ISchedule of Fees and Taxes
347
STAMP TAXES
349
Index to Forms
353
Corporate existence begins on filing certificate
363

Common terms and phrases

Popular passages

Page xxix - The Legislature shall pass general laws providing for the cases enumerated in this section, and for all other cases which in Its judgment may be provided for by general laws.
Page 143 - The act of 1833 introduced an additional feature into the law, by providing that every mortgage or conveyance intended to operate as a mortgage of goods and chattels hereafter made, which shall not be accompanied by an immediate delivery, and followed by an actual and continued change of possession...
Page xxix - No county, city, town or village shall hereafter give any money or property, or loan its money or credit to or in aid of any individual, association or corporation, or become directly or indirectly the owner of stock in, or bonds of, any association or corporation; nor shall any such county, city, town or village be allowed to incur any indebtedness except for county, city, town or village purposes.
Page 348 - ... shall be deemed guilty of a misdemeanor, and upon conviction thereof shall pay a fine of not less than five hundred nor more than one thousand dollars or be imprisoned not more than six months, or both, at the discretion of the court...
Page 146 - Whosoever being a Director, Manager, or Public Officer of any body corporate or public company, shall make, circulate, or publish, or concur in making, circulating, or publishing any written statement or account which he shall know to be false in any material particular...
Page 175 - The names and postoffice addresses of the incorporators and the number of shares subscribed for by each ; the aggregate of such subscriptions...
Page 248 - Corporation (subject to the provisions of the statutes), outside of the State of Delaware at such places as may be from time to time designated by the board of directors.
Page xxix - The General Assembly shall not pass local or special laws in any of the following enumerated cases, that is to say : Regulating the jurisdiction and duties of justices of the peace and of constables; For the punishment of crimes and misdemeanors...
Page 340 - ... the same to be held and enjoyed by the said , for his own use and behoof, and for the use and behoof of his legal representatives, to the full end of the term for which said letters patent are or may be granted, as fully and entirely as the same would have been held and enjoyed by me had this assignment and sale not been made.
Page 281 - ... the Board of Directors in the management of the business and affairs of the corporation...

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