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§ 213-4 assignment of, or license under any patented invention or inventions owned by, leased or licensed to or controlled in whole or in part by said corporation, to be sold by said receiver or trustee. for the satisfaction of such decree, and no injunction theretofore issued nor any forfeiture of the charter of any such corporation shall be held to exempt such corporation from compliance with such order of the court; and if the said corporation shall neglect or refuse within ten days from and after the service of such notice of such decree to assign and transfer the same to such receiver or trustee for sale as aforesaid, it shall be the duty of said court to appoint a trustee to make the assignment of the same, in the name and on behalf of such corporation, to the receiver or trustee appointed to make such sale, and the said receiver or trustee shall thereupon, after such notice and in such manner as required for the sale under fieri facias of personal property, sell the same to the highest bidder, and the said receiver or trustee, upon the payment of the purchase money, shall execute and deliver to such purchaser an assignment and transfer of all the patents and interests of the corporation so sold, which assignment or transfer shall vest in the purchaser a valid title to all the right, title and interest whatsoever of the said corporation therein, and the proceeds of such sale shall be applied to the payment of such unpaid taxes, together with the costs of said proceedings.

213. Governor may correct mistake where corporation inadvertently reported.

SEC. 6. Whenever it is established to the satisfaction of the governor that any corporation named in said proclamation has not neglected or refused to pay said tax within two consecutive years, or has been inadvertently reported to the governor by the comptroller as refusing or neglecting to pay the same as aforesaid, that the governor be and he is hereby authorized to correct such mistake, and to make the same known by filing his proclamation to that effect in the office of the secretary of state.

214. Governor, with advice of attorney-general. may renew void charters.

1. If the charter of any corporation heretofore or hereafter created, shall become inoperative or void by proclamation of the

governor, or by operation of law, for non-payment of taxes, the § 215 governor, by and with the advice of the attorney-general, may, at any time within two years thereafter, or after the default in the payment of such taxes, upon payment by said corporation to the secretary of state of such sum in lieu of taxes and penalties as to them may seem reasonable, but in no case to be less than the fees required as upon the filing of the original certificate of incorporation, permit such corporation to be reinstated and entitled to all its franchises and privileges, and upon such payment as aforesaid the secretary of state shall issue his certificate entitling such corporation to continue its said business and its said franchises.

2. Nothing herein contained shall relieve said corporation from penalty of forfeiture of franchises in case of failure to pay future taxes imposed as in said act provided.

(Supplement of March 25, 1898; P. L., p. 182.)

215. Proceedings for readjustment of excessive or unjust

assessment.

1. The officers of any corporation who shall consider the tax levied under the provisions of an act to which this act is a further supplement, excessive or otherwise unjust, may make application to the state board of assessors for a review of the assessment and a readjustment of the tax; provided, there be filed with the said board within three months from the date of assessment a petition of appeal, duly verified according to law, stating specifically the grounds upon which the appeal is taken and the reasons why the tax is considered excessive or unjust; the state board of assessors shall thereupon proceed to investigate the contentions raised by the said petition of appeal; and for the purpose of such hearing, the officers of said corporation may be summoned to appear before said board, either in person or by attorney, and questioned as to the statements set forth in the said petition of appeal; if, in the opinion of a majority of the board, it shall appear that the tax so levied as aforesaid is excessive or unjust, they shall thereupon require the officers of the corporation to file with the board a corrected return, and upon said corrected return the assessment shall be adjusted and the tax reduced or amended as in the opinion of the board shall seem proper.

(Supplement of April 8, 1897; P. L., p. 178.)

§ 216-7

§ 250

216. Right of appeal waived after three months.

2. If the petition of appeal shall not be filed within three months from the date of assessment, as aforesaid, the right to appeal to the state board shall be considered and treated as having been waived and the amount of tax levied shall be payable and collected as other taxes levied by said board.

217. Taxes illegally assessed to be refunded.

When any corporation upon which taxes have been or shall be levied under the provisions of the act to which this is a supplement shall afterwards be found by the state board of assessors to be not liable under the said act for such tax, it shall be the duty of the said board to report and certify to the comptroller of the treasury the fact that such corporation has been found to be exempt from the tax imposed by the said act, and to cancel and declare null and void any taxes which may have been or shall be imposed upon such exempted corporation, and if any corporation has paid or shall pay the tax so improperly levied, the comptroller of the treasury shall be and is hereby authorized upon receipt of such certificate, to draw his warrant upon the state treasurer in favor of the proper officer of such corporation for any and all of such taxes which have been or shall be paid into the state treasury.

(Supplement of March 1, 1888, P. L., p. 118.)

We understand this supplement to be applicable to cases in which this court, on certiorari, adjudges the tax imposed to be unlawful in whole or in part, and to enable the court in such cases, by proper proceedings against the state board of assessors and the financial officers of the state, to compel the restoration of the unlawful tax paid. Thus the court can administer complete justice between the state and the corporation, without restraining the collection of the tax." (Singer Sewing Machine Co. v. Assessors, 54 N. J. Law, 90.)

Miscellaneous Acts.

250. Expenses of investigating to be paid by delinquent corporations.

On the neglect or refusal of a corporation incorporated under the laws of this state or doing business therein to furnish the information prescribed by law to any state official required to publish a report on the standing and condition of such corporation, the expenses of the investigation authorized to be made because of such neglect or refusal shall be borne by said delinquent corporation, and may be recovered therefrom in an

action of debt in any court of competent jurisdiction in this state § 251-4 by the person authorized to make such investigation.

[An act relative to the expense of investigating corporations delinquent in making returns, approved April 21, 1896. P. L., p. 321.]

P. L. 1895, p. 741.

251. Certain words not to be part of name of corporation.

1. No corporation shall hereafter be organized under the provisions of "An act concerning corporations" (Revision of 1896), approved April twenty-first, one thousand eight hundred and ninety-six, or any amendment thereof or supplement thereto, with the words "insurance" or "safe deposit" or "trust company" or "bank" as a part of its name, and no certificate of incorporation shall be hereafter received for filing or record or be filed or recorded in any office in this state for the purpose of effectuating its incorporation.

See also P. L. 1899, P 431, § 1; p. 450, §1; p. 468, §I.

252. Corporations not to use said words by amendment.

2. No corporation heretofore organized or doing business under the aforesaid act shall, by change or amendment of its name, use the words "insurance" or safe deposit" or "trust company" or "bank" or any of them as part of its name, and no certificate of change or amendment shall be hereafter received for filing or record or be filed or recorded in any office in this state for the purpose of effectuating such change.

253. Existing corporations not affected.

3. Nothing herein contained shall, however, be construed to apply to or affect the name of any corporation whose certificate of incorporation has heretofore been filed with the secretary of this state.

(Supplement of April 23, 1897; P. L., p. 274.)

254. Liabilities created by statutes of other states not to be enforced in this state.

1. No action or proceeding shall be maintained in any court of this state against any stockholder, officer or director of any domestic corporation for the purpose of enforcing any statutory personal liability of such stockholder, officer or director for or upon any debt, default or obligation of such corporation, whether such statutory personal liability be deemed penal or contractual, if such statutory personal liability be created by or arise from the statutes or laws of any other state or foreign country.

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2. No action or proceeding shall be maintained in any court of law of this state against any stockholder, officer or director of any domestic or foreign corporation, by or on behalf of any creditor of such corporation to enforce any statutory personal liability of such stockholder, officer or director for or upon any debt, default or obligation of such corporation, whether such statutory personal liability be deemed penal or contractual, if such statutory personal liability be created by or arise from the statutes or laws of any other state or foreign country, and no pending or future action or proceeding to enforce any such statutory personal liability shall be maintained in any court of this state other than in a nature of an equitable accounting for the proportionate benefit of all parties interested, to which such corporation and its legal representatives, if any, and all of its creditors and all of its stockholders shall be necessary parties.

(Supplement of March 30, 1897; P. L., p. 124.)

The object of this statute is to regulate the enforcement in the state courts of New Jersey of claims against the resident stockholders of domestic and foreign corporations arising out of statutory liability created by the laws of other states.

Chief Justice Magie, at circuit, on September 29, 1898, in the case of Western National Bank v. Skillman (see 21 N. J. L. J., p 375), refused where this act was set up in defence to nonsuit an action to enforce a liability under the Kansas statutes incurred prior to the passage of the act, holding that the act was in violation of the provision of the New Jersey constitution that the legislature shall not pass any law "impairing the obligation of contracts, or depriving a party of any remedy for enforcing a contract which existed when the contract was made”

Independent of statutory provisions to the contrary the trend of recent decisions seems to be that the courts of one state will enforce against its citizens a stockholder's liability created by the statutes of another state, if such liability is held to be contractual, but not if penal.

Most of the reported cases have arisen under the double liability of stockholders' statutes of Kansas.

The Court of Appeals of New York has decided that such double liability belongs to a class of obligations which the courts are not required by comity to enforce. (Marshall v. Sherman, 114 N. Y., 9.)

The Supreme Courts of both Massachusetts and Illinois have, in recent cases, decided that such liability is contractual and may be enforced in the courts of those states. (Hancock National Bank v. Ellis, 42 L. R. A., 396; Bell v. Farwell, 176 Ill., 489.)

As to penal liability, the Supreme Court, in 1858, held that an action brought by a creditor of a New York manufacturing company against a resident of New Jersey, to recover on a liability incurred under a statute

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