the amount as finally determined to the treasurer and receiver general, who shall thereupon pay over the same.” 2079 L. ORGANIZATION AND FILING FEES. § 88. Fees for organization papers. "The fee for filing and recording the articles of organization required by section eleven, including the issuing by the secretary of the commonwealth of the certificate of incorporation, shall be one twentieth of one per cent of the total amount of the authorized capital stock as fixed by the articles of organization; but not in any case less than twenty-five dollars." 2080 For a corporation with a capital stock of $50,000, the organization fees are $25.00; for one of $500,000, the fees are $250.00.2081 § 89. Fees for increase of capital. "The fee for filing and recording the certificate required by section forty-two providing for an increase of capital stock shall be one twentieth of one per cent of the amount by which the capital is increased." 2082 2079 St. 1903, c. 437, § 87; R. L., c. 14, § 62; St. 1898, c. 578, §§ 4, 5; Pub. St., c. 13, §,58; St. 1865, c. 283, § 15. Citations. Pub. St., c. 13, § 58: 1 Op. Atty.-Gen. 571. 2080 St. 1907, c. 396, § 1; St. 1903, c. 437, § 88; R. L., c. 110, § 86; St. 1871, c. 356; St. 1870, c. 224, § 59; St. 1865, c. 76; St. 1863, 231, § 2; St. 1896, c. 369; St. 1887, c. 225; Pub. St., c. 106, § 84. Citations.- St. St. 1887, c. 225: 1896, c. 369: Steel v. Webster, 188 Mass. 479. 2081 Historical. Under the Revised Laws the fees for filing and recording a certificate of organization were one-twentieth of one per cent. of the amount of capital stock, with a minimum of $5 and a maximum of $200. When the capital exceeds $800,000 the fees are more under the new act than under the old law; under $800,000 they are less, except for very small corporations. 2082 St. 1907, c. 396, § 2; St. 1903, c. 437, § 89; R. L., c. 110, § 86; St. 1896, c. 523, § 2; Pub. St., c. 106, § 84, cl. 3; St. 1871, c. 356; St. 1865, e 76; St. 1863, c. 231, § 2. Citations. Pub. St., c. 106, § 84, cl. 3: 1 Op. Atty.-Gen. 205. Under the Revised Laws the fee was one-twentieth of one per cent. of the increase, with a provision that this fee, together with fees previously paid for organization and any subsequent increase, should not exceed $200. After $200 had been paid the fee was $1. See 1 Op. Atty.Gen. 300. $ 90. Fees for all other certificates and reports. "The fees for filing all other certificates, statements or reports required by law shall be five dollars for each certificate, statement or report, but no fee shall be paid for filing the annual tax return required by section forty-eight. "Fees for official copies of any of the records referred to in this act shall be at the rates now fixed by chapter two hundred and four of the Revised Laws for copies of similar records furnished by the secretary of the commonwealth." 2083 91. Fees for foreign corporations. "Every foreign corporation which is subject to the provisions of this act shall pay to the officers hereinafter designated the following fees: for filing a copy of its charter, by-laws and the certificate required by section sixty, twenty-five dollars to the treasurer and receiver general. "For filing all other certificates and statements, including the annual certificate of condition required by section sixty-six, five dollars to the secretary of the commonwealth." 2084 The fee for certificates of increase of capital is $5. There are no fees for filing amendments to the charter or by-laws. M. MISCELLANEOUS PROVISIONS. § 92. Fishing associations. "A corporation which is organized for the purpose of opening outlets, canals, sluiceways or ditches for the introduction and propagation of herrings and alewives, before making any purchase of real estate or doing any acts in pursuance of its organization, shall obtain the authority in writing of the mayor and alder 2083 St. 1903, c. 437, § 90; R. L., c. 110, § 86; St. 1895, c. 169; Pub. St., c. 106, § 84; St. 1879, c. 202, § 2; St. 1875, c. 177, § 4; St. 1870, c. 224, § 59; St. 1896, c. 523, § 1. Historical. The last clause is the same as in the Revised Laws. Formerly there was a fee of five dollars for filing and recording the annual certificate of condition. In general, the fee for filing and recording other certificates was one dollar. 2084 St. 1903, c. 437, § 91; R. L., c. 126, § 20; St. 1900, c. 280; St. 1895, c. 157; St. 1891, c. 341, § 6; St. 1884, c. 330, § 3; St. 1882, c. 106, §§ 3, 5. Historical. Formerly the fees under the first clause of this section were fifteen dollars. men of the city or of the selectmen of the town within which its works are to be located, and, within thirty days after obtaining such authority, shall file a copy thereof, certified by the city or town clerk, in the office of the secrtary of the commonwealth." 2085 § 93. Co-operative associations. "A corporation which is organized for the purpose of co-operation in carrying on any business and of co-operative trade shall distribute its earnings or profits among its workmen, purchasers and stockholders at such times and in such manner as its by-laws shall prescribe, but as often at least as once in twelve months. No distribution shall be made unless at least ten per cent of the net profits have been appropriated for a contingent or sinking fund until an amount has accumulated equal to thirty per cent of its capital stock. No person shall hold shares in any such corporation to an amount exceeding one thousand dollars at their par value, nor shall a stockholder be entitled to more than one vote upon any subject." 2086 A co-operative bank is chargeable in trustee process as the trustee of a member at the withdrawal value of his shares, although he has given no notice of a desire to withdraw his shares. 2087 Query, whether such shares can be attached in the ordinary way. 72088 The provision as to distribution created no liability of offi 2085 St. 1903, c. 437, § 92; R. L., c. 110, §§ 8, 56, 71; Pub. St., c. 106, § 10; St. 1870, c. 224, § 4; St. 1866, c. 187, § 1; Pub. St., c. 106, § 58; St. 1870, c. 224, § 36; Pub. St., c. 106, § 74; St. 1870, c. 224, § 54. Citations. St. 1866, c. 187, § 1: See Swift v. Falmouth, 167 Mass. 122, 45 N. E. Rep. 184. St. 1870, c. 224, § 36: Nickerson v. Wheeler, 118 Mass. 299. These provisions are similar to those in the Revised Laws, except that the maximum limitation of capital is removed. 2086 St. 1903, c. 437, § 93; R. L., c. 110, §§ 7, 69, 70; Pub. St., c. 106, § 9; St. 1879, c. 210; St. 1870, c. 224, § 3; St. 1866, c. 290, §§ 1, 5; Pub. St., c. 106, §§ 72, 73; St. 1870, c. 224, §§ 51, 52; St. 1866, c. 290, §§ 7, 12. Citations. R. L., c. 110, § 69: Ellis v. French Canadian, etc., Assoc., 189 Mass, 566. Pub. St., c. 106, §§ 72, 73: Lindsay v. Arlington Co-operative Assoc., 186 Mass. 371. St. 1866, c. 290, §§ 1, 5: Ward v. Brigham, 127 Mass. 24. 2087 Atwood v. Dumas, 149 Mass. 167. 2088 Ibid. Cf. supra, § 28, f (10). cers to creditors, in case of its violation, at least in the absence of fraud.2089 § 94. Free beds in hospitals. "A manufacturing corporation may, by the vote of a majority of all its stock, or if two or more classes of stock have been issued, of a majority of each class outstanding and entitled to vote, appropriate not more than five thousand dollars, or an annual sum of not more than five hundred dollars, for the support of free beds in one or more hospitals in this commonwealth for the use of its employees." 2090 N. REPEALING CLAUSES. § 95. Repeal and partial repeal. "Sections forty-nine, fifty, fifty-one, fifty-two and sixty-nine of chapter fourteen of the Revised Laws are hereby repealed. Sections thirty-seven, thirty-eight, thirty-nine, forty, forty-two, fifty-four, fifty-five, fifty-six, fifty-seven, fifty-eight, fifty-nine, sixty, sixty-one, sixty-two, sixty-three, sixty-six, sixty-seven and sixty-eight of chapter fourteen, and chapters one hundred and nine, one hundred and ten and one hundred and twenty-six except section eight of the Revised Laws, and chapter four hundred and forty-one of the acts of the year nineteen hundred and two and all other acts and parts of acts inconsistent herewith, so far as they apply to corporations which are subject to the provisions of this act, are hereby repealed." 2091 a. Construction of this section. The second sentence of this section was doubtless intended to repeal (1) all the acts and parts of acts therein mentioned, so far as applicable to business corporations, and (2) all other acts and parts of acts inconsistent with the Business Corpora 2089 Ellis v. French Canadian Co-op. Assoc., 189 Mass. 566. 2090 St. 1903, c. 437, § 94; R. L., c. 110, § 50; St. 1889, c. 258 Not cited to 193 Mass. This is the same as in the Revised Laws, except as to the clause about several classes of stock. 2091 St. 1903, c. 437, § 95. Cited in Mexican Central R. Co. v. Common. wealth, 192 Mass. 130; Tulane University v. O'Connor, 192 Mass. 433; Scollard v. American Felt Co., 194 Mass. 127; Harvey-Watts Co. v. Worcester Umbrella Co., 193 Mass. 140. tion Law, so far as applicable to business corporations. At any rate, it has been generally so regarded. 2002 It was not clear to the author, when preparing the first edition of this book, that this intention had been carried out. For example, if the words "inconsistent with" should be held to refer to all the acts and parts of acts previously mentioned in the sentence — which construction might explain the use of the word "other" then the repeal would apply only to acts and parts of acts when both inconsistent with the present act and also applicable to business corporations. So far as the author is aware, there are no cases of importance where the acts mentioned are not inconsistent with the present act, therefore, cedat quæstio. b. Names of foreign finance corporations. R. L., c. 126, § 8, referred to in this section, reads as follows: "A foreign corporation which carries on a banking, mortgage, loan and investment or trust business shall indicate in letters equally conspicuous with its name, upon all signs, advertisements, circulars, letterheads and other documents which contain its name, the state or country in which it is chartered or incorporated. No such corporation and no person who is engaged in such business shall carry it on in or under a name which, previous to such use, was in lawful use by a corporation which was established under the laws of this commonwealth and was carrying on the same or a similar business or in or under a name so similar thereto as to be liable to be mistaken for it. The Supreme Judicial Court and the Superior Court shall have jurisdiction in equity to enforce the foregoing provisions of this section. Whoever violates the provisions of this section shall be punished by a fine of not more than one thousand dollars." 2093 This act applies to corporations engaged in a banking business, a mortgage business, a loan and investment business or a trust business. 2094 If the foreign corporation has a different corporate name, but does a business similar to that of a domestic 2092 Cf. Mexican Central R. Co. v. Commonwealth, 192 Mass. 129, 130; Harvey-Watts Co. v. Worcester Umbrella Co., 193 Mass. 138, 140. 2093 R. L., c. 126, § 8; St. 1890, c. 329; St. 1889, c. 452, §§ 2, 3. 2094 International Trust Co. v. International Loan & Trust Co., 153 Mass. 271, 274. |