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

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James Brooks Dill
Baker, Voorhis, 1899 - Corporation law - 364 pages
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2o Shares personal property transfers 21 Stockholders liable until subscriptions are fully paid
Directors may make assessments until shares are fully paid
Shares of delinquent owner to be sold
Treasurer to give notice of sale
Certificate upon payment of capital
Liability of officers neglecting to comply with preceding section
261 Incorporators may amend certificate of incorporation before pay ment of capital 27 Amendments and changes after organization
Amendments by corporations under other acts
Name of corporation to be displayed at entrance of principal office in State
Call of meeting by three stockholders when legal meeting cannot
28a Change of location of office by resolution of directors 29 Decrease of capital stock how effected 3o Dividends to be made only from surplus pr...
Incorporators may dissolve corporation IE Elections Stockholders Meetings 33 Stock and transfer books must be kept in registered office annual list ...
Directors election of
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...
Voting powers of executors or trustees Hypothecated stock 38 Shares of stock of a corporation belonging to the corporation shall not be voted upon ...
Directors shall be stockholders
4o Stock books to determine who may vote
Election not held on designated day may be held thereafter 4 Supreme court may summarily investigate complaints touching elections
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
otherwise called
Dividends Payment of Capital Stock
Directors to declare dividends etc 48 Capital stock to be paid in money loans to stockholders forbidden 49 Stock issued for property purchased
5o Certain corporations may take stock and bonds in other corporations in payment for labor and materials 51 Any corporation may hold stock and ...
Winding Up 53 Corporate existence continues 54 Directors trustees on dissolution 55 Powers and liabilities of such trustees
Court of chancery may continue directors as trustees or appoint receivers of dissolved corporation 57 Jurisdiction of court of chancery 58 Dispositio...
Actions not to abate on dissolution 6o Copy of decree of dissolution to be filed in office of secretary of state VI Execution Against Corporation 61 O...
Insolvency 63 Directors must call meeting of stockholders when corporation be comes insolvent 64 Conveyance or assignment of property etc after ...
Remedy in chancery by injunction and appointment of receiver in case of insolvency
Court may appoint receivers powers of receivers 67 Receiver to qualify and take oath
Property franchises etc of insolvent corporation vest in receiver upon appointment 69 When debts paid or provided for court may direct receiver to ...
7o Upon reorganization company may issue bonds and stock to creditors 71 Power of receiver to examine witnesses
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...
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...
Cannot maintain action until certificate of secretary of state
On death of agent another to be appointed penalty for failure 1oo Unlawful to transact business until authority is obtained
1o1 To pay same taxes etc required of New Jersey corporations
Lost Certificates of Stock
Reorganization of Corporations m
Purchasers may meet and organize new corporation
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...
2o8 For failure for two years to pay state tax charter void unless gov
Miscellaneous Acts
Same subject
Proceedings when such officer is a nonresident notice of levy
Crimes Act
Willful destruction alteration etc of books etc 175 Publishing false statements 179 Embezzlement by agents etc 2oo Issuing false stock
CRIMINAL PROCEDURE ACT 61 Summons against corporations how issued and served
Proceedings after return served etc 63 Process not served
What instruments may be acknowledged
Acknowledgments taken in New Jersey 23 Acknowledgments taken out of New Jersey and in United States 24 Acknowledgments taken out of United...
General Assignment Act
Contents of assignment acknowledgment and record 3 Duty of assignee
List of creditors filed by assignee with surrogate court may extend time
Creditor must set forth in claim any pledge he may hold 6 Exceptions may be filed
Trial by jury may be demanded 8 Dividends partial distribution 9 Final account intermediate accounts
Certificate to be filed in office of secretary of state
Time within which action may be brought against assignee
Notes of Decisions
Precedents and Forms
Chancellor may summarily investigate complaints touching elec
Schedule of Fees and Taxes
Index to Forms
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Page 186 - In witness whereof the parties above named have hereunto set their hands the day and year first above written...
Page 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.
Page 62 - It must dwell in the place of its creation, and cannot migrate to another sovereignty.
Page 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...
Page 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.
Page 190 - The names and postoffice addresses of the incorporators and the number of shares subscribed for by each ; the aggregate of such subscriptions...
Page 130 - ... to hear the affidavits, proofs, and allegations of the parties, or otherwise inquire into the matters or causes of complaint, and thereupon...
Page 103 - ... corporations; and all property, real, personal and mixed, and all debts due on whatever account...
Page 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...
Page 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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