after it is made, it may be recovered by the stockholder from the corporation in an action of contract. Upon payment by the corporation to the stockholder of the agreed or awarded price of his stock, the stockholder shall forthwith transfer and assign the stock certificates held by him at, and in accordance with, the request of the corporation." 1578

This provision is new, and is similar to the law of Maine.1579

H. ANNUAL REPORTS.

§ 45. Form of annual report of condition.

'Every corporation shall annually, within thirty days after the date fixed in its by-laws for its annual meeting last preceding the date of such report, or within thirty days after the final adjournment of said meeting, but not more than three months after the date so fixed for said meeting, prepare a report of condition which shall be signed and sworn to by its president, treasurer and at least a majority of its directors stating:

"1. The name of the corporation.

"2. The location (with street address) of its principal office in this commonwealth, and elsewhere in the case of a corporation organized to do business wholly outside the commonwealth.

"3. The date of its last preceding annual meeting.

"4. The total amount of its authorized capital stock; the amount issued and outstanding and the amount then paid thereon; the class or classes, if any, into which it is divided; the par value and number of its shares.

"5. The names and addresses of all the directors and officers of the corporation, and the date at which the term of office of each expires.

"6. A statement of the assets and liabilities of the corporation as of the date of the end of its last fiscal year, to be made substantially in the following form:

Real estate.

ASSETS.

Machinery

Merchandise:

Manufactures, merchandise, material and stock

in process.

1578 St. 1903, c. 437, § 44.

1579 R. S. 1904, c. 47, § 59.

1580 St. 1903, c. 437, § 45; R. L., c. 110, § 51; St. 1896, c. 369; St. 1890, c. 199; St. 1887, c. 225; Pub. St., c. 106, § 54; St. 1874, c. 349, § 1; St. 1871, c. 110, §§ 4, 5; St. 1870, c. 224, § 33; St. 1866, c. 290, § 6; St. 1862, c. 210; Gen. St., c. 60, §§ 23, 24; c. 61, § 10; St. 1857, c. 276; St. 1855, c. 68, § 3; St. 1854, c. 438; St. 1851, c. 133, §§ 9, 10; St. 1838, c. 177; Rev. St., c. 38, § 22; St. 1829, c. 53, § 7.

Citations.

St. 1903, c. 437, § 45: Steel v. Webster, 188 Mass. 479. R. L., c. 110, § 51: Steel v. Webster, 188 Mass. 479.

St. 1896, c. 369:

Steel v. Webster, 188 Mass. 479.

St. 1890, c. 199:
St. 1887, c. 225:

Steel v. Webster, 188 Mass. 479.

Steel v. Webster, 188 Mass. 479.

Pub. St., c. 106, § 54: Felker v. Standard Yarn Co., 148 Mass. 226, 19 N. E. Rep. 220; s. c., 150 Mass. 265, 22 N. E. Rep. 869; Bryant v. Peck & Whipple Co., 154 Mass. 460, 28 N. E. Rep. 678; Steel v. Webster, 188 Mass. 479, 480; 1 Op. Atty.-Gen. 187, 189, 279.

St. 1870, c. 224, § 33: Nickerson v. Wheeler, 118 Mass. 299; Child v. Boston & Fairhaven Iron Works, 137 Mass. 517.

St. 1862, c. 210: Byers v. Franklin Coal Co., 106 Mass. 131; Thayer v. N. E. Lithographic Co., 108 Mass. 523; Pope v. Leonard, 115 Mass. 286; Priest v. Essex Hat Mfg. Co., 115 Mass. 381; McRae v. Locke, 118 Mass. 269; Nickerson v. Wheeler, 118 Mass. 295; Atty.-Gen. v. Mercantile Ins. Co., 121 Mass. 525; Steel v. Webster, 188 Mass. 480.

Gen. St., c. 60, § 23:

Gen. St., c. 60, § 24:

Gen. St., c. 61, § 10:

Peele v. Phillips, 8 Allen, 89.

Cochrane v. Reed, 13 Allen, 455.

Com. v. Hamilton Mfg. Co., 12 Allen, 309; Cochrane v. Reed, 13 Allen, 455; Hawes v. Anglo-Saxon Petroleum Co., 101 Mass. 395; Pope v. Leonard, 115 Mass. 286.

St. 1857, c. 276: Cochrane v. Reed, 13 Allen, 457.

a. Purpose of this section.

The purpose of this section is to enable persons who may have occasion to deal with the corporation to ascertain its condition and its title to credit.1581

One who has sold goods on credit to a corporation, being deceived by a false return made with the purpose of giving the corporation a standing to which it was not entitled, may rescind the sale and maintain replevin for the goods.1582

b. Contents of report.

It will be noticed that this report, which is open to the inspection of the public, is no longer required to contain the names of stockholders or the amount of their holdings; thus making the list of stockholders strictly private, as the tax return is not open to the public.1583 On the other hand, this report is required to contain the names and addresses of officers and directors.

The detailed form of schedule of assets and liabilities is also prescribed by the act, instead of being referred by the statute to the commissioner of corporations, as formerly.

The tax commissioner cannot consider debts of the corporation, in determining the value of the corporate franchise, unless the return contains a sworn statement setting forth that

St. 1854, c. 438: Atty.-Gen. v. Mercantile Ins. Co., 121 Mass. 525. St. 1851, c. 133, § 9: Bond v. Clark, 6 Allen, 361; Bond v. Morse, 9 Allen, 471.

St. 1851, c. 133, § 10: Peele v. Phillips, 8 Allen, 86.

Rev. St., c. 38, § 22: Sargent v. Webster, 13 Met. 506; Wyman v. American Powder Co., 8 Cush. 182; Holyoke Bank v. Goodman Paper Mfg. Co., 9 Cush. 580; Holyoke Bank v. Burnham, 11 Cush. 186; Whittenton Mills v. Upton, 10 Gray, 596; Cambridge Water Works v. Somerville Dyeing & Bleaching Co., 14 Gray, 194; Johnson v. Somerville Dyeing & Bleaching Co., 15 Gray, 216; Howe v. Boston Carpet Co., 16 Gray, 493; Cary v. Holmes, 2 Allen, 498; Taylor v. N. E. Coal Mining Co., 4 Allen, 578.

St. 1829, c. 53, § 7: Mill Dam Foundery v. Hovey, 21 Pick. 454; Howe v. Boston Carpet Co., 16 Gray, 497.

1581 Felker v. Standard Yarn Co., 148 Mass. 226.

1582 Steel v. Webster, 188 Mass. 478.

1583 St. 1903, c. 437, § 48. Cf., as to public service corporations, 1 Op. Atty. Gen. 279 (railroads); 1 Op. Atty-Gen. 186 (gas companies).

no part of such debts was incurred for the purpose of reducing taxes. 1584

§ 46. Filing of annual report.

"Such report shall be submitted to the commissioner of corporations, who shall examine it and if he finds that it conforms to the requirements of this act, he shall indorse his approval thereon; and upon the payment of the fee hereinafter provided, it may be filed in the office of the secretary of the commonwealth, who shall receive and preserve it in book form convenient for reference and open to public inspection." 1585

If a report contain superfluous recitals, it seems that the commissioner is not obliged to approve it.1586

The fee for filing this report is five dollars.1587

§ 47. Verification by auditor.

"Such report of a corporation which has a capital stock of one hundred thousand dollars or more shall be accompanied by a written statement under oath by an auditor to be employed for each ensuing fiscal year by a committee of three stockholders who are not directors which shall be selected at each annual meeting of the stockholders, or, if there are not three stockholders other than directors able and willing to serve on such committee, then to be employed by the directors, stating that such report represents the true condition of the affairs of said corporation as disclosed by its books at the time of making such audit. The statement of the auditor shall be filed by him with said report in the office of the secretary of the commonwealth and shall be attached to and form part of it. The auditor shall be sworn to the faithful performance of his duties by a justice of the peace or some other magistrate authorized to administer oaths or affirmations; and

1584 St. 1907, c. 395, § 1.

1585 St. 1903, c. 437, § 46; R. L., c. 110, § 57; St. 1898, c. 503, § 1; St. 1896, c. 369; St. 1887, c. 225; Pub. St., c. 106, § 59; St. 1870, c. 224, § 37. Citations. St. 1896, c. 369: Steel v. Webster, 188 Mass. 479.

St. 1887, c. 225: Steel v. Webster, 188 Mass. 479.

Pub. St., c. 106, § 59: Chase's Elevator Co. v. Boston Tow-Boat Co., 152 Mass. 431, 28 N. E. Rep. 300.

St. 1870, c. 224, § 37: Nickerson v. Wheeler, 118 Mass. 299.

1586 1 Op. Atty-Gen. 203.

1587 See infra, § 90.

evidence of such appointment and qualification shall be filed in the office of the commissioner of corporations.” 1588

§ 48. Annual tax return.

"Every corporation shall annually, between the first and tenth days of May, make a return to the tax commissioner, under the oath of its treasurer, stating the name of the corporation and setting forth as of the first day of May of the year in which the return is made:

"1. The total authorized amount of the capital stock of the corporation; the amount issued and outstanding and the amount then paid thereon; the classes, if any, into which it is divided; the par value and number of its shares; the market value of the shares of its stock, or of each class of its stock if there are two or more classes.

"2. A statement in such detail as the tax commissioner may require of the real estate, machinery, merchandise and other assets belonging to the corporation within and without the commonwealth.

"3. A complete list of the stockholders of the corporation, their residences and the amount and class of stock, if more than one, belonging to each. If stock is held as collateral security, the list shall state the name and residence of the pledgor and of the pledgee.

"Such return shall be filed by the tax commissioner, and shall be open only to the inspection of the tax commissioner, his clerks and assistants, and such other officers of the commonwealth as may have occasion to inspect it for the purpose of assessing or of collecting taxes.” 1589

1588 St. 1903, c. 437, § 47; R. L., c. 110, § 52; St. 1898, c. 64; St. 1897, c. 492. These have not been cited to 193 Mass. incl.

1589 St. 1903, c. 437, § 48; R. L., c. 14, § 37; St. 1898, c. 417; c. 578, § 2; St. 1888, c. 413, § 24; St. 1886, c. 270; St. 1885, c. 238, § 1; Pub. St., c. 13, § 38; St. 1880, c. 117, § 2; St. 1865, c. 283, § 3; St. 1864, c. 208, §§ 2, 3.

R. L., c. 14, § 37: Hamilton Mfg. Co. v. Lowell, 185 Mass.

St. 1898, c. 578, § 2: Boston v. Union Freight R. R., 181 Mass. 208, 63 N. E. Rep. 412.

St. 1888, c. 413, § 24: Nash v. Brown, 165 Mass. 384, 43 N. E. Rep. 180.

Pub. St., c. 13, § 38: Boston Mfg. Co. v. Commonwealth, 144 Mass. 598, 12 N. E. Rep. 362; Lowell v. County Com'rs, 146 Mass. 408, 25 N. E. Rep.