The Law of California Corporations: With Appendixes Containing the Corporation Laws of Arizona and Nevada, Annotated; a Manual for Lawyers and Corporation Officers, with Forms |
Comentarios de la gente - Escribir un comentario
No encontramos ningún comentario en los lugares habituales.
Contenido
General Nature and Attributes | 2 |
INTRODUCTORY | 3 |
Corporation as a Person Citizen Resident | 4 |
Corporation as an Entity | 5 |
Disregard of Corporate Entity | 6 |
Corporate Franchise 8 Power of State With Respect to CorporationsApplicability of Statutes | 8 |
Power of Visitation and Supervision | 10 |
CLASSIFICATION | 12 |
Acknowledgments and Certificates | 508 |
Affidavits and OathsBy Whom Made 488 Form and Contents | 510 |
CORPORATE PROPERTY | 513 |
CORPORATE INDEBTEDNESS | 522 |
CORPORATE SECURITIES | 523 |
Statute of Limitations | 568 |
Statutory Definitions 530 Companies to Which Act Applies 531 Trust Trustee Individual Association | 569 |
1 Definitions | 571 |
Land and Building Corporations 42 Colleges and Seminaries of Learning 43 Cooperative Business Corporations and Associations 44 Nonprofit Coop... | 13 |
Right to vote | 20 |
CHAPTER III | 32 |
CHAPTER V | 46 |
CHAPTER | 51 |
CHAPTER VIII | 52 |
CREATION AND ORGANIZATION | 56 |
Term of Existence | 65 |
Extension of Existence | 71 |
Forms of Certificate of Extension and Assent of Stockholders | 72 |
Organization and Commencement of Business | 89 |
Corporations De Facto 74 In General | 90 |
Rule as to Collateral Attack | 91 |
Requisites to Existence of Corporation De Facto | 92 |
Lawful Authority for Existence of CorporationFraud | 93 |
Particular Defects | 94 |
Powers of De Facto Corporations | 95 |
Actions and Criminal Prosecutions | 96 |
Liability of Officers and Stockholders d Estoppel to Deny Corporate Existence 82 In General | 97 |
Estoppel by Suing Corporation | 98 |
Estoppel of Corporation and Its Officers | 99 |
e Proof and Presumptions as to Existence 85 Articles and Certificate as Evidence 86 Other Evidence | 100 |
Proof by Parol | 101 |
Presumptions | 102 |
PROMOTERS AND INCORPORATORS | 104 |
CONSOLIDATION REINCORPORATION AND REORGANIZATION | 116 |
CHAPTER XVI | 122 |
NAME AND SEAL | 126 |
Change of Principal Place of Business | 127 |
Form of Consent of Stockholders | 128 |
Form of Resolution of Board of Directors Providing for Change | 129 |
Notice | 130 |
PLACE OF BUSINESS | 132 |
BYLAWS | 149 |
RECORDS | 162 |
DIRECTORS OFFICERS AND AGENTS | 178 |
f Powers and Authority of Directors Officers and Agents Generally 184 Authority in General 185 Manner of Conferring Authority 186 Authority to ... | 179 |
Statutory Exception Where Division by Unanimous Consent 234 Nature of Liability 235 Elements and Extent of LiabilityDefenses 236 Effect of Re... | 180 |
Proof of Authority | 188 |
Declarations and Admissions as Binding on Corporation | 189 |
Secretary | 197 |
Removal of Directors | 198 |
ManagerIn General | 199 |
Particular Powers | 200 |
Limitations on Powers | 201 |
Distinctions | 202 |
Ratification in General | 203 |
Who may Ratify | 204 |
In General | 205 |
Where Resolution Necessary to Confer Original Authority | 206 |
Time for Ratification | 207 |
g Powers and Duties of Directors | 213 |
Necessity for Acting as a Board and for Resolution or Vote | 214 |
Knowledge as to Corporate Business | 215 |
Delegation of Power | 216 |
President | 217 |
Knowledge 209 Estoppel | 218 |
j Knowledge of Officer or Agent as Knowledge of Corporation 210 In General | 232 |
Illustrations and Applications of Rule | 233 |
Exceptions to and Qualifications of Rule | 234 |
k Fiduciary Relationship 213 In General | 235 |
Dealings With Stockholders | 236 |
Dealings With Respect to Corporate PropertySecret Profits | 237 |
Contracts With Corporation | 238 |
Officers as Creditors | 240 |
Vote of Interested Officer or Presence at Meeting | 241 |
Agreements to Vote or to Resign | 242 |
Transactions Between Corporations Having Common Directors or Officers | 243 |
Where Directors are the Only Stockholders 222 EstoppelRestoration of ConsiderationQuantum Meruit | 244 |
Civil Liability of Officers and Directors 223 Malfeasance or Misfeasance | 245 |
Fraud | 246 |
Liability on Contracts or Warranty of Authority | 247 |
Constitutional Liability of Directors for Misappropriations by OfficersIn General 227 Nature of Liability | 248 |
Elements and Extent of Liability | 249 |
Remedies | 250 |
Right to Sue and PartiesEstoppel 231 Distribution of Proceeds | 251 |
Unlawful Distribution of Capital or Contraction of DebtsIn | 252 |
CAPITAL STOCK IN GENERAL | 267 |
e Subscriptions to Stock and Sales by Corporation 276 General Considerations 277 Formation of Contract of Subscription 278 Formal Requisites 279... | 268 |
Remedies | 290 |
Restoration of ConsiderationOffer to Rescind | 291 |
In General | 292 |
Stock Issued Without Consideration or for Inadequate Considera | 293 |
tion | 294 |
Sale for Less Than | 315 |
Payment in Property or Services or by Cancellation or Payment of Debts | 316 |
Valuation of Property | 317 |
Issue of Stock to Employees | 319 |
Lien of Corporation on Stock | 322 |
STATUS AND RIGHTS OF STOCKHOLDERS | 324 |
Exhaustion of Other RemediesSurrender of Securities | 330 |
Parties | 331 |
Statute of Limitations | 332 |
Amount of Recovery | 333 |
In General | 334 |
Basis and Elements of Liability to Creditors | 335 |
Persons Liable | 336 |
Enforcement of Liability | 337 |
Statute of Limitations | 338 |
STOCKHOLDERS LIABILITY | 342 |
Effect of Satisfaction of Corporate Debt 372 Persons Liable in General 373 Holders of Preferred and Nonpar Stock 374 Registered and Unregistered ... | 343 |
Amount | 363 |
Uniformity | 367 |
Persons Liable | 368 |
By Whom Levied | 369 |
Effect of Insolvency of Corporation 349 Order | 370 |
Form and Contents of Notice of Assessment | 371 |
Publication and Service of Notice | 372 |
Delinquent Notice | 373 |
Postponement of Sale | 375 |
Sale | 377 |
Purchase of Stock by Corporation | 378 |
Affidavits of Publication and Sale 357 Effect of Irregularities | 380 |
Remedies for Void or Defective Sale | 381 |
Action to Recover Stock Sold | 382 |
Waiver of Sale and Enforcement by Action | 384 |
Form of Resolution Electing to Proceed by Action | 385 |
Form of Complaint in Action to Recover Assessment | 386 |
Constitutional and Statutory Liability for Corporate Debts 363 Constitutional and Code Provisions | 388 |
General Considerations | 389 |
Nature of Liability | 390 |
As Original and Primary | 391 |
Relation to Liability of Corporation | 392 |
Obligations to Which Liability Extends | 394 |
Illustrations | 406 |
Extent and Computation of Liability 383 Subscribed Capital Stock | 407 |
Payment or Waiver | 410 |
Contribution Subrogation Reimbursement 386 Enforcement Generally | 411 |
By Whom Liability may be Enforced | 413 |
Necessity for and Effect of Judgment Against Corporation 389 Statute of LimitationsIn General | 415 |
When Liability is Created | 416 |
Debts Evidenced by Notes 370 Effect of Security or Guaranty | 417 |
Liability to Sureties and Guarantors 393 Other Illustrations and Applications | 418 |
Form of Complaint in Action to Enforce Liability | 420 |
TRANSFER OF SHARES | 421 |
MEETINGS AND ELECTIONS | 450 |
Notice | 453 |
Meetings for Removal of DirectorsIn General 437 Notice | 459 |
QuorumConduct of Election or Meeting Generally | 461 |
Persons Entitled to Vote Voting by Mail | 462 |
Guardians Personal Representatives TrusteesPledged Stock | 464 |
ProxiesIn General | 465 |
Form and Duration | 466 |
Persons Who may be AppointedAuthority | 467 |
Number of VotesCumulative VotingPreferences | 468 |
Voting Agreements | 469 |
Proceedings to Set Aside Vote of ElectionIn General 447 Persons Entitled to | 471 |
VenueRestraining Order 449 Petition or Complaint | 472 |
Effect of Appeal | 474 |
DIVIDENDS AND DISTRIBUTIONS OF CAPITAL | 475 |
CORPORATE POWERS GENERALLY | 489 |
Liability for Benefits Received 480 Illegal Contracts | 502 |
Manner of Executing Contracts | 503 |
Contract as Imposing Corporate or Personal LiabilityIn General 483 Contracts Purporting to Bind Corporation | 505 |
Contracts not Purporting to Bind Corporation | 506 |
Admissibility of Parol Evidence | 507 |
Security | 574 |
Agents and Brokers | 575 |
Sales SubscriptionsIssuance to EmployeesAdvertising for Salo 535 Permit to Sell Securities | 579 |
Form of Application for Permit | 583 |
Form of Amended Application | 585 |
Certificate of Agent or BrokerBond | 586 |
Issuance Suspension and Revocation of Certificates | 587 |
Review of Orders and Acts of Commissioner | 589 |
Effect of Violation of Act on Securities and Contracts | 590 |
Offenses | 591 |
Intent as Element of Offense 544 Service of Process on Commissioner | 594 |
Powers of Commissioner Regarding Investigations | 595 |
ReportsStatementsOrdersDocuments | 597 |
TORTS AND CRIMES | 603 |
DISSOLUTION AND FORFEITURE | 609 |
Persons Entitled to Institute ProceedingsPartics | 615 |
Published Notice | 622 |
Necessity for Payment of Claims Demands and Taxes 569 Objections 570 Hearing Decree Appeal | 624 |
Form of Decree | 625 |
Effect of Dissolution 572 Effect in General | 626 |
Effect on Property Generally | 627 |
Title to and Distribution of Property | 628 |
Effect on Actions | 629 |
SERVICE OF SUMMONS | 630 |
Effect on Rights of Creditors 577 Effect on Judgments | 631 |
Estoppel to Deny Validity of Judgment | 632 |
Directors as Trustees 579 In General | 633 |
Filling Vacancies 581 Determination of Identity of Directors | 634 |
Powers Duties and LiabilitiesIn General | 637 |
Rights With Respect to Property and Conveyances | 638 |
Actions by and Against Trustees | 639 |
Supervision and Control of Trustees by Courts | 640 |
RECEIVERS | 641 |
TAXATION AND FEES XXV FOREIGN CORPORATIONS | 646 |
For Failure to Pay License | 668 |
Effect of Suspension | 669 |
Restoration or Revivor | 671 |
Effect of Restoration | 675 |
Right to Use Old Name | 676 |
b Taxation of Stock and Bonds 608 In General | 678 |
Situs for Purposes of Taxation | 679 |
Right to Tax as Affected by Taxation of Corporate Property | 680 |
Fees 611 Filing Fees of Secretary of State | 681 |
Other Fees of Secretary of State | 683 |
Corporation Commissioners Fees | 684 |
County Clerks Fees | 686 |
CHAPTER XXV | 687 |
ACTIONS BY AND AGAINST CORPORATIONS | 716 |
ARIZONA CORPORATION LAWS ANNOTATED | 741 |
Transfers of Stock p 762 | 742 |
Building and Loan Association to File Bond p 781 | 743 |
p 796 | 744 |
Assessments p 806 | 745 |
Meetings p 820 | 746 |
p 749 | 749 |
Receiving Deposits in Insolvent Banks p 750 | 750 |
Fees p 751 | 751 |
STATUTES RELATING TO CORPORATIONS GENERALLY Statutes 1913 Civil Code 2093 Classification p 752 | 752 |
Powers of Corporations p 753 | 753 |
Limited to Business Specified p 754 | 754 |
Articles of Incorporation p 755 | 755 |
Publication of Articles Place of Business Agent p 760 | 760 |
Execution and Filing of Amendments p 761 | 761 |
p 774 | 774 |
Calling Docket and Setting Cases p 775 | 775 |
Appeals p 776 | 776 |
Repealing Provisions p 777 | 777 |
FOREIGN CORPORATIONS Civil Code Title 9 Chap VII | 778 |
Penalty for Transacting Business Without License or Removing Case to Federal Court p 779 | 779 |
Absence of Agent p 780 | 780 |
p 785 | 785 |
INVESTMENT COMPANIES BLUE SKY LAW Civil Code Title 9 Chap 10 | 786 |
Verification and Certification of Instruments p 787 | 787 |
Examination Issuance of Statement Fees p 788 | 788 |
Transacting Business Without Complying With Statute Unlaw ful p 790 | 790 |
2265a Advertisements and Circulars p 791 | 791 |
General Supervision by Commission p 792 | 792 |
Penalty for False Statements p 793 | 793 |
SALE OF SECURITIES Laws 1921 Chap 33 p 38 | 794 |
When Permit Granted p 795 | 795 |
Duration of Permit and License | 796 |
Revised Laws 1912 | 801 |
Declaration of Policy and Definitions | 816 |
Form of Articles of Incorporation p 826 | 826 |
NEVADA CORPORATION LAWS ANNOTATED | 829 |
Dissolution p 761 | 830 |
Resident Agent Certificate Authority p 873 | 831 |
Meetings of Directors Executive Committee | 832 |
Treasury Stock not to be Voted p 918 | 833 |
5023 On Whom Summons may be Served p 950 | 835 |
Penalty for Refusal to Obey Order of Court p 959 | 836 |
p 848 | 848 |
Lost or Destroyed Certificates p 849 | 849 |
Voting Trusts p 850 | 850 |
Rights of Stockholders to Purchase New Stock p 851 | 851 |
Notices of Meetings p 852 | 852 |
p 863 | 863 |
p 864 | 864 |
Time Limit for Filing Proof of Claim p 865 | 865 |
Action not to Abate by Reason of Death of Receiver p 866 | 866 |
Acts of Majority of Receivers Effectual Removal p 867 | 867 |
Trustees may Sue or be Sued p 868 | 868 |
Jurisdiction of Court p 869 | 869 |
Decree of Court Filed With Secretary of State p 870 | 870 |
Unlawful Dividends and Distributions of Capital Liability of Directors p 871 | 871 |
Liability for False Certificate Report or Notice p 872 | 872 |
Display of Corporate Name Maintaining Office Penalty p 874 | 874 |
Service of Process p 875 | 875 |
Terms Defined p 876 | 876 |
Lien of Employees p 877 | 877 |
Rights Privileges and Powers of Corporations p 878 | 878 |
Renewal of Charters Certificates p 879 | 879 |
Existing Corporations to have Benefits of Act p 880 | 880 |
Preparation and Recording of Articles or Certificate p 881 | 881 |
When Corporate Existence Begins p 885 | 885 |
Powers p 886 | 886 |
Power to Issue Money Denied p 888 | 888 |
Bondholders may be Given Right to Vote or Inspect Books p 889 | 889 |
First Meeting p 890 | 890 |
Banks and Corporations may Act as Resident Agents Author ity p 891 | 891 |
Voting Power of Stockholders Proxies p 892 | 892 |
Election to be by Ballot p 893 | 893 |
Method of Decreasing Capital Stock p 910 | 910 |
Certificate of Stock p 916 | 916 |
p 922 | 922 |
Destruction or Alteration of Records False Entries etc p 923 | 923 |
Removal of Directors p 924 | 924 |
Organization and Conduct of Meeting p 925 | 925 |
Incorporation Need not be Proven Unless Denied p 926 | 926 |
Report of Election to Secretary of State 1187 Lien of Employees p 927 | 927 |
Surrender of Corporate Rights Before Payment of Capital Stock p 928 | 928 |
Continuance of Corporation After Dissolution for Certain Pur poses p 929 | 929 |
Trustees After Dissolution p 930 | 930 |
Receiverships and Dissolution by the Court p 931 | 931 |
Filing and Publication of Decree p 932 | 932 |
Sale of Deteriorating Property p 933 | 933 |
Mining Corporations Governed by District Mining Laws p 934 | 934 |
Fees of Secretary of State p 935 | 935 |
Publication of List of Corporations Records of Secretary of State p 936 | 936 |
ACT REQUIRING FILING OF LIST OF OFFICERS AND DESIGNATION OF RESIDENT | 941 |
Stats 1911 p 284 | 949 |
Right to Incorporate Conditions Articles p 960 | 960 |
Form of Articles of Incorporation | 971 |
p 760 | 988 |
p 796 | 989 |
Wagonroad Companies | 1054 |
Cumulative Voting p 893 | 1074 |
Quoted in San Luis Water Co v Estrada 117 Cal 168 48 Pac 1075 | 1075 |
Bylaws p 893 | 1076 |
Appeals p 959 | 1077 |
7 | 1095 |
Bridge Ferry Wharf Chute and Pier Corporations 28 Telegraph and Telephone Companies | 1098 |
Water and Canal Corporations 30 Homestead Corporations | 1101 |
Vicepresident | 1125 |
h Powers of Particular Officers | 1126 |
Derechos de autor | |
Información bibliográfica
| Título | The Law of California Corporations: With Appendixes Containing the Corporation Laws of Arizona and Nevada, Annotated; a Manual for Lawyers and Corporation Officers, with Forms |
| Autor | Hascal Russel Brill |
| Editor | Bender-Moss Company, 1928 |
| Largo | 1126 páginas |
| Exportar cita | BiBTeX EndNote RefMan |