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

James Brooks Dill

Baker, Voorhis & Company, 1901 - 381 páginas

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Grant 39	3

Officers powers of de facto contract signed by 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

Laborers and workmen to have first lien on assets	96

Such lien to be prior to all other liens exception 85 Compensation of receivers 86 Distribution how made	98

Service of Process 87 Process against corporations of this state	99

87a Service of declaration on corporation 88 Process against foreign corporations	100

When defendant in court	101

Remedies Against Officers and Stockholders 92 Action for liability imposed by act remedy in chancery	102

Stockholders etc who pay companys debts may recover 94 Property of directors etc not to be sold for companys debt until remedy against the com...	103

Foreign corporations subject to this act 97 To file copy of charter statement etc before commencing business	103

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 qualification ...	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

Execution Against Corporation 61 On execution schedule of property to be furnished to officer 62 Execution may be satisfied by debts due the corp...	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	103

On death of agent another to be appointed penalty for failure	103

Unlawful to transact business until authority is obtained 1004 Attachment against foreign corporation	103

Service of prerogative writ against foreign corporation 103 How writs may be enforced upon failure to make return etc XI Merger of Corporations 1...	104

How consolidation or merger shall be made	105

Corporations merged or consolidated shall be one corporation 107 Upon merging or consolidating rights etc to be vested in new corporation	110

Dissenting stockholder may petition court for appointment of appraisers	111

Consolidated corporation authorized to issue bonds and mortgage property XII Taxation IIO Real and personal property how taxed	111

Lost Certificates of Stock III New certificates of stock may be issued for certificates lost or de stroyed 112 Proceedings in case of refusal to issue new ...	114

Court may proceed in summary manner	115

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

See footnote p x	123

Levy of Execution on Shares of Stock	124

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

Appendix ISchedule of Fees and Taxes	347

Index to Forms	353

Corporate existence begins on filing certificate	363

Términos y frases comunes

acquire action agent agreement amended amount annual appointed assign authorized Bank board of directors bonds by-laws called capital stock carry certificate of incorporation charge charter City committee common stock consent consolidated contract corporation court created creditors deal debts direct dividends dollars duly duties effect election entitled execution exercise existence filed fixed foreign Form franchises further given held hereby hold holders insolvent interest issued Jersey kinds lands lease liability 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 proceedings profits purchase receiver record respective seal secretary securities sell served shares signed statute stockholders subscribed thereof tion transfer trustee United vote

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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 142 - 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...

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Página 171 - 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 244 - 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.

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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 336 - ... 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.

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Página 277 - ... the Board of Directors in the management of the business and affairs of the corporation...

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Información bibliográfica

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Título	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
Editor	James Brooks Dill
Colaborador	New Jersey
Edición	3
Editor	Baker, Voorhis & Company, 1901
Procedencia del original	Universidad de Harvard
Digitalizado	10 Mayo 2007
Largo	381 páginas

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