The Statutory and Case Law Applicable to Private Companies Under the General Corporation Act of New Jersey and Corporation Precedents

New Jersey

Baker, Voorhis, 1899 - 364 páginas

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duties of secretary	13

Other officers agents and factors	14

Filling of vacancies among officers and directors	15

First meeting of corporation	16

Absent stockholders may vote by proxy voting quorum	17

Stock two or more classes may be created Founders shares	18

Stock certificate	19

Shares personal property transfers	20

Dissenting stockholder may petition court for appointment of appraisers	103

Consolidated corporation authorized to issue bonds and mortgage property	104

Taxation I10 Real and personal property how taxed	105

Lost Certificates of Stock III New certificates of stock may be issued for certificates lost or destroyed	106

II2 Proceedings in case of refusal to issue new certificate of stock II3 Court may proceed in summary manner	107

Fees on Filing Certificates Sundry Provisions 114 Fees on filing certificates	108

Surviving incorporators may designate others for organization 116 Mutual association may create capital stock	109

Secretary of state to compile and publish list of corporations 118 Repealer vested rights not impaired 119 Corporations may extend corporate existen...	110

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

Amendments and changes after organization	27

Amendments by corporations under other acts	28

28a Change of location of office by resolution of directors 29 Decrease of capital stock how effected	29

Dividends to be made only from surplus profits	30

Stockholders meeting must be held at registered office in New Jersey except where charter designates another place corporations must maintain a Ne...	44

Name of corporation to be displayed at entrance of principal office in State	45

Call of meeting by three stockholders when legal meeting cannot	46

Voluntary dissolution proceedings	47

Incorporators may dissolve corporation III Elections Stockholders Meetings 33 Stock and transfer books must be kept in registered office annual list ...	48

Directors election of	49

Candidate for office of director not to be inspector of election 36 Regulations as to voting cumulative voting voting pools or trusts qualification of st...	52

Voting powers of executors or trustees Hypothecated stock 38 Shares of stock of a corporation belonging to the corporation shall not be voted upon ...	53

Directors shall be stockholders	55

Stock books to determine who may vote	56

Election not held on designated day may be held thereafter 42 Supreme court may summarily investigate complaints touching elections	57

Annual statement of officers and directors to be filed 43a Every certificate and report must give address of New Jersey office and name of agent	59

otherwise called	69

Dividends Payment of Capital Stock	70

Directors to declare dividends etc 48 Capital stock to be paid in money loans to stockholders forbidden 49 Stock issued for property purchased	71

Certain corporations may take stock and bonds in other corporations in payment for labor and materials 51 Any corporation may hold stock and bon...	74

Winding Up 53 Corporate existence continues 54 Directors trustees on dissolution 55 Powers and liabilities of such trustees	76

Court of chancery may continue directors as trustees or appoint receivers of dissolved corporation 57 Jurisdiction of court of chancery 58 Dispositio...	77

Actions not to abate on dissolution 60 Copy of decree of dissolution to be filed in office of secretary of state VI Execution Against Corporation 61 O...	78

Insolvency 63 Directors must call meeting of stockholders when corporation be comes insolvent 64 Conveyance or assignment of property etc after ...	79

Remedy in chancery by injunction and appointment of receiver in case of insolvency	80

Court may appoin receivers powers of receivers 67 Receiver to qualify and take oath	84

Property franchises etc of insolvent corporation vest in receiver upon appointment 69 When debts paid or provided for court may direct receiver to ...	85

Power of receiver to examine witnesses	86

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...	87

Trial by jury allowed at the circuit 78 Persons aggrieved by proceedings may appeal to court of chancery	88

Upon application receiver to be substituted as plaintiff in suits pend ing at time of appointment Actions not to abate by death of receiver 81 Court ma...	89

Receiver of railroad public work etc may sell or lease principal work franchise etc 83 Laborers and workmen to have first lien on assets	90

Such lien to be prior to all other liens exception 85 Compensation of receivers 86 Distribution how made 80 VIII Service of Process 87 Process again...	92

87a Service of declaration on corporation	93

Process against foreign corporations	94

When defendant in court	95

Remedies Against Officers and Stockholders 92 Action for liability imposed by act remedy in chancery 93 Stockholders etc who pay companys debt...	96

Foreign Corporations 95 Foreign corporation may hold and convey lands etc 96 Foreign corporations subject to this act 97 To file copy of charter st...	97

Cannot maintain action until certificate of secretary of state is obtained 99 On death of agent another to be appointed penalty for failure Unlawful to t...	99

IOI To pay same taxes etc required of New Jersey corporations in other states 102 Service of prerogative writ against foreign corporation	100

Merger of Corporations 104 Corporations of this state may merge and consolidate	101

How consolidation or merger shall be made 106 Corporations merged or consolidated shall be one corporation 107 Upon merging or consolidating r...	102

Reorganization of Corporations III	111

Purchasers may meet and organize new corporation 152 To adopt name and seal and fix capital stock 153 May issue preferred stock 154 May borro...	112

Not to plead statute against usury 156 Certificate to be filed in office of secretary of state	113

section numbers and inserted at appropriate places in the body of the Act Concerning Corporations These sections are Nos 26a 28a 43a and 87a Arbi...	114

Officers to make annual report to state board of assessors 202 Penalties for false statement or failure to make statement 203 Amount of tax to be paid ...	115

Duties and powers of state board of assessors	117

Injunction against company in arrears for three months	118

Act not to apply to foreign fire insurance companies	119

For failure for two years to pay state tax charter void unless gov ernor gives further time 209 Comptroller to report list of delinquents Governor to iss...	122

Proclamation to be filed and published 211 Penalty for exercising powers under charter after proclamation 212 Attorneygeneral may proceed against...	123

Governor may correct mistake where corporation inadvertently reported 214 Governor with advice of attorneygeneral may renew void charters	124

Proceedings for readjustment of excessive or unjust assessment	125

Miscellaneous Acts	126

Certain words not to be part of name of corporation 252 Corporations not to use said words by amendment 253 Existing corporations not affected 2...	127

Same subject	128

Certain corporations required to pay employés wages at least every two weeks 257 Corporation may lease its property and franchises to another corp...	129

Chancellor may summarily investigate complaints touching elec tions 259 Errors and omissions in certificate of incorporation cured by amend	131

Shares of stock may be taken and sold on execution 261 Officer having custody of books to give certificate to sheriff	132

Proceedings when such officer is a nonresident notice of levy	133

Crimes Act	135

Willful destruction alteration etc of books etc 175 Publishing false statements 179 Embezzlement by agents etc 200 Issuing false stock	136

CRIMINAL PROCEDURE ACT 61 Summons against corporations how issued and served	138

Proceedings after return served etc 63 Process not served	139

What instruments may be acknowledged	141

Acknowledgments taken in New Jersey 23 Acknowledgments taken out of New Jersey and in United States 24 Acknowledgments taken out of United...	145

Foreign commissioners must use seal 36 Fees	146

General Assignment Act	147

Contents of assignment acknowledgment and record 3 Duty of assignee	148

List of creditors filed by assignee with surrogate court may extend time	149

Creditor must set forth in claim any pledge he may hold 6 Exceptions may be filed	150

Trial by jury may be demanded 8 Dividends partial distribution 9 Final account intermediate accounts	151

Preferred debts II Reservation to assignor	152

Rent a preferred claim 13 Right of landlord in goods and chattels 14 Disposal of real estate	153

Powers of assignee as to disposition of estate 16 Transfer of property within two months of assignment to give preference void property may be reco...	155

When court may appoint another assignee	156

Inventory etc surrogates fees 19 Compensation of assignee 20 Fees	158

Claims not exhibited within three months barred 22 Rights of creditors not exhibiting claims 23 Power of court to compel assignees performance of d...	159

Partnership assignment 26 Compromise action of court	160

Appeal to prerogative court 28 Time within which action may be brought against assignee	161

Repealer saving clause	162

Notes of Decisions	163

Precedents and Forms	179

Schedule of Fees and Taxes	327

APPENDIX II	329

Index to Forms	333

GENERAL INDEX	337

Powers	339

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Términos y frases comunes

acquire action aforesaid agent agreement amended amount annual apply appointed assignment authorized Bank board of directors bonds by-laws called capital stock carry cause certificate of incorporation chancery charge charter City claim common stock contract corporation court created creditors deal debts direct dividends dollars duly duties effect election entitled exercise filed fixed foreign Form franchise given held hereby hold holders insolvent interest issued Jersey kinds lands lease liable limited majority manner manufacture meeting mortgage N. J. Eq N. J. Law necessary notice objects operate organized otherwise paid party payment person poration preferred stock present president principal office proceedings proper purchase receiver record registered respective seal secretary sell served shares signed statute stockholders subscribed thereof tion transfer trust vote

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Página 186 - In witness whereof the parties above named have hereunto set their hands the day and year first above written...

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Página 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.

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Página 62 - It must dwell in the place of its creation, and cannot migrate to another sovereignty.

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Página 331 - ... 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...

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Página 46 - An act to provide for the imposition of State taxes upon certain corporations and for the collection thereof," approved April eighteenth, one thousand eight hundred and eighty-four.

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Página 190 - The names and postoffice addresses of the incorporators and the number of shares subscribed for by each ; the aggregate of such subscriptions...

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Página 130 - ... to hear the affidavits, proofs, and allegations of the parties, or otherwise inquire into the matters or causes of complaint, and thereupon...

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Página 103 - ... corporations; and all property, real, personal and mixed, and all debts due on whatever account...

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Página 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...

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Página 98 - Having no absolute right of recognition in other States but depending for such recognition and the enforcement of its contracts upon their assent, it follows, as a matter of course, that such assent may be granted upon such terms and conditions as those States may think proper to impose. They may exclude the foreign corporation entirely ; they may restrict its business to particular localities, or they may exact such security for the performance of its contracts with their citizens as in their judgment...

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Información bibliográfica

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Título	The Statutory and Case Law Applicable to Private Companies Under the General Corporation Act of New Jersey and Corporation Precedents
Autor	New Jersey
Editor	James Brooks Dill
Edición	2
Editor	Baker, Voorhis, 1899
Procedencia del original	Universidad de Michigan
Digitalizado	24 Oct. 2007
Largo	364 páginas

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