A Treatise on the Incorporation and Organization of Corporations: Created Under the "Business Corporations Acts" of the Several States and Territories of the United States, Including Therein a Synopsis-digest of the General Incorporation Acts of the Several Commonwealths, with Decisions Bearing Thereon; Also, Forms for Drawing Charters Under the Laws of the Several States and Territories; General and Specific Object Clauses for Insertion in Charters; By-laws, Minutes, Etc., Etc

Εξώφυλλο
Little, Brown,, 1906 - 698 σελίδες
 

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Περιεχόμενα

Power to change the Corporate Domicile and Principal Place of Business 30 Power to acquire and enforce a Lien upon Stock to secure the Payment ...
47
Power to levy Assessments against the Stockholders with the Right to forfeit their Stock for Nonpayment thereof
48
Power to authorize Voting by Proxy at Stockholders Meetings
49
Power to dispose of Corporate Assets as an Entirety
51
Power to voluntarily dissolve the Corporation without Recourse to the Courts
52
Power to insert in the Charter Provisions for the Regulation of the Internal Affairs of the Corporation
53
Power to authorize Directors to adopt ByLaws
55
Power to authorize Appointment of Executive Committee from the Board of Directors 40 Power to enlarge or diminish Corporate Powers
56
Power to change Par Value of Shares 42 Power of Bondholders to vote at Election of Directors 43 Power to classify Directors
57
Power to amend Articles before Organization 45 Power to surrender Charter before Organization 46 Power given to Minority Stockholders to comp...
58
Incidental Powers Definition and Enumeration of 48 Power to make Contracts 49 Power to borrow Money 50 Power to give and accept Customary...
59
Power to mortgage and pledge Real and Personal Property 52 Power of Amotion
60
The Modern Doctrine of Ultra Vires
62
Corporate Domicile
65
Board of Management
67
Capital Stock
68
Limitations upon Amount of Capital Stock
69
Par Value of Capital Stock 59 Amount of Stock Subscriptions
70
Amount of Stock paid
71
Amount of Stock with which a Corporation may begin Business 62 Duration of Corporate Existence
73
Date of Annual Meeting 64 Limitation upon Corporate Indebtedness
74
Exemption of Stockholders from Personal Liability
75
Provisions for the Regulation of the Internal Affairs of the Cor
76
Construction of Charter 76
77
CHAPTER II
79
72 Publication of Articles
80
Affidavit as to Stock Subscriptions 74 AntiTrust Affidavit 75 Special Requirements in Particular States
81
Powers of State Officials relative to accepting or rejecting Articles
82
Right to Mandamus State Officials for refusing to file Articles
84
Organization Tax
85
Form in which Charter is granted 80 Filing and recording in Local County Offices
86
Distinction between de jure and de facto Corporations
87
Right of Parties other than the State to collaterally impeach Corporate Existence
88
Right of State to attack Corporate Existence in Direct Pro
90
ceedings
91
When does Corporate Existence commence
92
CHAPTER III
95
Organization Meeting how called
96
Steps Necessary to complete Organization
98
Adoption of ByLaws
99
Payment of Capital Stock in Services
120
Statement of True Value Rule
122
Statement of Good Faith Rule
123
Statement of Speculative Value Rule
125
Effect of Appraisal of Property by Directors under Statutory Authority when taken in Exchange for Stock
137
Effect of Appraisal of Value of Property by State Officials when the same is taken by Corporations in Exchange for their Capital Stock
139
Meaning of NonAssessable Stock
141
Meaning of FullPaid Stock
142
CHAPTER V
145
Reserved Right of the State to repeal Charters 153
153
Legislative Control over Dissolution of Corporations
154
The Police Power of the State
160
Legislative Investigation into Corporate Affairs 164
164
Inspection of Corporate Books
165
AntiTrust Legislation
167
Regulation of Internal Affairs 168
168
Liability of Stockholders for Debts of the Corporation
169
Statutory Liability of Directors
174
Extension of Corporate Existence
176
Taxation of Domestic Corporations
177
Regulation of the Right of the Consolidation
178
CHAPTER VI
180
Doctrine of State Comity
184
What constitutes doing Business on the Part of a Foreign
190
Penalty for transacting Business in a Foreign State without
195
To what Extent is the Taxing Power of the State with reference
202
PART II
211
poration within the State
301
180
314
Manitoba
471
184
506
General Object Clauses for Insertion in Charters 515516
515
190
537
Composite Form of Minutes
586
Composite Form of ByLaws
592
Suggestions relative to the Drafting of Charters and the Preparation
642
GENERAL INDEX 663685
663
Index TO SYNOPSISDigest OF THE INCORPORATION ACTS
687
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Σελίδα 59 - the rule of law is clear, that, where one, by his words or conduct, wilfully causes another to believe in the existence of a certain state of things, and induces him to act on that belief, so as to alter his own previous position, the former is concluded from averring against the latter, a different state of things, as existing at the same time.
Σελίδα 35 - It is very true that a corporation can have no legal existence out of the boundaries of the sovereignty by which it is created. It exists only in contemplation of law, and by force of the law ; and where that law ceases to operate, and is no longer obligatory, the corporation can have no existVOL.
Σελίδα 274 - Act to be listed, make out and deliver to the assessor a sworn statement of the amount of its capital stock setting forth particularly : "First: The name and location of the company or association.
Σελίδα 328 - The amount of its capital stock and the number of shares into which the same shall be divided.
Σελίδα 380 - Such notice must state the time and place of the meeting, and its object, and the amount to which it is proposed to increase the capital stock.
Σελίδα 351 - The certificate of incorporation may also contain any provision which the incorporators may choose to insert for the regulation of the business and for the conduct of the affairs of the corporation, and any provisions creating, defining, limiting and regulating the powers of the corporation, the directors and the stockholders, or any class of the stockholders; provided, such provisions are not contrary to the laws of this State.
Σελίδα 372 - No foreign stock corporation other than a moneyed corporation, shall- do business in this state without having first procured from the secretary of state a certificate that it has complied with all the requirements of law to authorize it to do business in this state...
Σελίδα 121 - They have a right to assume that it has paid-in capital to the amount which it represents itself as having; and if they give it credit on the faith of that representation, and if the representation is false, it is a fraud upon them; and in case the corporation becomes insolvent, the law, upon the plainest principles of common justice, says to the delinquent stockholder, ' Make that representation good by paying for your stock.
Σελίδα 541 - On this day of , Nineteen Hundred and Thirty , before me personally appeared and (his wife) (her husband), to me known to be the persons described in and who executed the foregoing instrument, and acknowledged that they executed the same as their free act and deed.
Σελίδα 608 - ... to make and perform contracts of any kind and description; and in carrying on its business, or for the purpose of attaining or furthering any of its objects, to do any and all other acts and things, and to exercise any and all other powers which a copartnership or natural person could do and exercise, and which now or hereafter may be authorized by law.

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