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Authority of the New York Stock Exchange must be obtained before issuing duplicate certificates for listed stock. The Stock Exchange should be provided with certified copy of a resolution of the company authorizing the issuance of a duplicate certificate, and our statement that such certificate has been issued so that they may authorize the resignation of such duplicate.

STOP TRANSFER AND DIVIDEND ORDERS

Stop transfer orders should be entered on our books only upon written request of the holder of record or of responsible firms, individuals or company, and if stock on which such notice has been given should be presented to transfer, we should advise interested parties at once and make no transfer except by advice of counsel. We should in no case refuse to make transfer without such advice. Dividend orders must be signed by the holders of record and their signatures properly authenticated, except where dividends are to be paid to responsible banks for account of the holders of record. Addresses should be changed only upon written request of the company, the holder of record or banks or stock exchange firms.

TRANSFER TAXES

New York State transfer tax at the rate of two cents (2c) per $100 par value is required on all transfers, or at the rate of two cents (2c) per share on stock having no par value, except transfers from decedents to their executors or administrators or from trustees to substituted trustees.

All questions arising with reference to New York,

Pennsylvania or Massachusetts taxes should be looked' up in the rulings of the State Comptrollers, published by the respective States and questions regarding Federal tax in the 'War Tax Service.'"

Laws, Rulings and Opinions Relating to the Admission of Foreign Trust Companies to Do Business in the Various States

Alabama

Code of Alabama, 1907, section 3530, provides that no trust company which has not complied with sections 3528 and 3529, making such companies amenable to the banking laws and requiring certain amounts of paid-up capital, shall use the word "trust" as a part of the corporate name.

The general foreign corporation laws (Sections 3640-3651) requiring the filing of a copy of the articles of incorporation, the appointment of a process agent, payment of certain fees, apply in terms to every foreign corporation doing business in the state. Application of these provisions to a foreign trust company, acting as mortgage trustee, is discussed in section 133 of this book.

Arizona

"Any company incorporated under the laws of any other state, territory, or any foreign country, which shall carry on, do, or transact any business, enterprise or occupation, in this state, shall before entering upon, doing or transacting such business, enterprise, or occupation in this state" (Revised Statutes, 1913, Par. 2229 et seq.) file a copy of its charter with the corporation commission and publish a copy of the same, appoint a

process agent, and pay certain fees, etc. A New York trust company acting as trustee of a corporate bond issue with respect to property located in Arizona, is not required by that fact alone to qualify under this law. The trust deed in this case was accepted, executed and acknowledged in New York. The only activity of the trust company in Arizona was a suit for foreclosure. Prosecution of such a suit is not "doing business." Even if it were, it would be an "isolated transaction," and therefore exempt. Martin v. Bankers'

Trust Co. (1916), 156 Pac. 87.

Arkansas

"The banking law has no specific provision in regard to foreign trust companies acting as trustee for parties in this state. The general laws of Arkansas would prevail in matters of this kind." (Letter of Nov. 20, 1916, from Bank Commissioner, State Banking Department, City of Little Rock.)

The general foreign corporation law (Act 313, Acts of 1907) applies in terms to all foreign corporations.

California

Section 90 of the Banking Law, approved March 1, 1909, provides as follows:

"No foreign corporation shall have or exercise in this state the power to act as trustee under any mortgage, deed or trust, or other instrument securing notes or bonds issued by any corporation, excepting that a foreign corporation may be authorized to act, outside of the state of California, as co-trustee with any qualified trust company organized and doing business under the law of this state, for the following purposes with

reference to bonds secured by mortgage or deed of trust of property in this state, and none other:

(1) To deliver bonds, and receive payment there

for.

(2) To deliver permanent bonds in exchange for temporary bonds of the same issue.

(3) To deliver refunding bonds in exchange for those of a prior issue or issues.

(4) To register bonds, or to exchange registered bonds for coupon bonds, or coupon bonds for registered bonds.

(5) To pay interest on such bonds, and to take up and cancel coupons representing such interest payments.

(6) To redeem and cancel bonds when called for redemption or to pay and cancel bonds when due.

(7) The certification of registered bonds for the purpose of exchanging registered bonds for coupon bonds. (Amendment approved May 6, 1913; Stats. 1913, p. 175.)

Section 7 pertains to the powers of executors, administrators, guardians, etc., and reads in part as follows:

"No foreign corporation shall have or exercise in this state the power to receive deposits of trust moneys, securities, or other personal property from any person or corporation or any of the powers specified in section six of this act, nor have or maintain an office in this state for the transaction of, or transact, directly or indirectly, any such or similar business, except that a trust company incorporated in another state may be appointed and may accept appointment and may act in this state as executor of or trustee under the last will and testament of any deceased persons, upon giving the bond required in such case of individuals unless waived by the last will and testament making such appointment

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