REPORTS AND RETURNS,

false, 10, 112, 268, 272-274, 275, 310, 378-380.

by foreign corporations, 350, 353.

not basis of action of deceit, 273, 352.

one deceived by, may rescind sale, 310.
annual, of condition, 10, 308–312.

date of, 308.

period covered by, 195, 308.

form of, 308, 310, 441.

statement as to debts in, 310, 387.

filing of, 311.

to be approved by commissioner, 37, 311.
superfluous recitals in, 311.

to be verified by auditor, when, 311, 377.
form of certificate of auditor, 444.
form of appointment of auditor, 445.
form for, 441.

of foreign corporation, 376.

approval of, 377.

verification of, 377.

form for, 454.

annual, tax, 312.

time for, 312.

contents of, 312.

to be filed with commissioner, 312.
inspection of, 310, 312, 313.

form for, 447.

of changes in officers, 182, 183, 315.

form for, 436.

of change in date of annual meeting, 121, 352.

form for, 446.

of dissolution, 337.

failure to file, notice of, 313.

penalties for, 313–315, 378.

dissolution for, 313.

REPRESENTATIONS (see also Fraud; False Representations),

by officers and agents, 169.

by stock certificate, 103, 128, 231.

RESIDENCE,

requirements as to, of officers, 4, 7, 17, 111, 154, 172, 315.
of stockholders to be given, 236.

annual report of, of directors, 308.

of, of pledgors and pledgees, 312.

of, of stockholders, 312.

of stockholders does not affect franchise tax, 386.

usual place of business, 43, 288.

change in, 299.

of foreign corporation, 342, 347, 358, 359, 360, 365, 408.

RESIGNATION,

of director, 159.

as affecting liability on bond, 179.
as affecting personal liability, 271.

RESTRAINT OF TRADE,

by-law causing, void, 118, 120.
federal anti-trust law, 60.

contracts in, 72, 203.

RIGHTS,

to take new stock, 302.

as capital, 249, 302.

S

SALARIES,

how fixed, 17, 37, 155-157, 184.

promise of, 161.

contract for, 175,

change in, 180.

SALE,

power of corporation to make, 58, 59, 63-67, 184, 302.

at common law, 317.

when ground of dissolution, 318.

of assets, 305.

by promoters to corporation, 20-26.

of merchandise in bulk, 64.

false representation in, 64.

execution of deeds, 56-58, 64.

statute of frauds in contract of, 65.

of good will, 91

of use of name, 91.

effect of, on liability for calls, 152.

fraudulent, by agents, 167.

by directors, 184, 186.

by committee, 191.

of stock on execution, 228.

for non-payment of subscription, 131, 149, 151.

for taxes, 228.

of pledged stock, 233.

passes books and records, 241.

of stock as affecting, 215, 220, 244, 245.

of all assets, 300.

proceeds as dividend, 280.

induced by false report, 310.

as evidence of value, 381.

SCIRE FACIAS,

effect of judgment in, 287.

costs in, 293.

SCRIP,

as dividends, 247.

SEAL,

adoption of, 18, 37.

character of, 56.

use of, 56, 65.

certificate of incorporation under State, 113.
stock certificates to be under, 208.

not needed on mortgage of personalty, 67.

who may affix, 57.

action on instrument under, 57.

as part of signature, 58.

presumption as to, 65.

on subscriptions, 137, 138.

on bonds of officers, 176.

on assignment of stock, 218, 219.

SECRET PROFITS,

of promoters, 20-26.

of treasurer, 162.

of officer, 167.

of directors, 186.

SECRETARY (see Clerk).

SECRETARY OF THE COMMONWEALTH,

articles of organization to be filed with, 18, 112.
shall issue certificate of incorporation, 19, 104, 112.

to record certificate of incorporation, 113.
certificate as to new stock to be filed with, 122.

articles of amendment to be filed with, 306.

annual report to be filed with, 311.

report of auditor to be filed with, 311.

returns of dissolution to, 337.

certificate of increase or decrease of capital of foreign corporation

to be filed with, 375.

certificate of condition of foreign corporation to be filed with, 376.

fees of, 418, 419.

location of fishing associations to be filed with, 420.

SECURITIES (see also Bonds; Stock),

non-taxable, 4, 12, 384, 389, 390, 396-405.

taxable, 12, 390, 396-405.

holding corporations, 59.

definition of, 388.

of real estate trusts, 389.

SERVANTS (see Agents).

SERVICES,

as payment for stock, 6, 110, 122, 124.
liability to operatives for, 4, 9, 249, 253, 258.
in receivership, 333.

SET OFF,

in personal liability suits, 274.

foreign corporations, 363, 364, 369.

SIGNATURE,

on pleadings, 48.

seal as part of, 58.

on deeds, 64.

forms for, 517.

on contracts, 73-75.

of treasurer to commercial paper, 160.

on stock transfers, 220, 235.

on leases, form, 516.

"SPECIAL" STOCK,
generally, 213.

SPECIFIC PERFORMANCE,

of subscription agreement, 149.

of agreement to convert bonds, 303.

of contract of foreign corporation, 361.

STATUTE OF LIMITATIONS (see Limitation of Actions).

STATUTES,

corporation, public acts, 41, 93, 99, 117.
copies of, as evidence, 41.

special, take effect when, 94.

of 1903 (see Business Corporation Law).
fraudulent use of corporate name, 167.

false commendations of merchandise, 167.

bonds of officers, 177.

action for death, 171.

changes in officers, 182.

attachment of shares, 225, 227, 228.

legacy and succession tax, 230.

fraudulent issue or transfer of stock, 235.

book entries, 235.

books and records as evidence, 241.

as to statement of corporate debts, 310, 311, 387.

dissolving corporations, 316, 321.

injunctions in receivership, 325.

attachments and receivership, 326.
trustee process against receivers, 329.
admission of receivership, 331.

STATUTES- Continued.

settlements by receivers, 333.

criminal, as to receivers, 334.

service of process on foreign corporations, 347.

appointment of attorney by foreign corporations, 349.
notice by assessors of decision on appeal, 392.

taxation in case of abatement, 393.

STOCK,

nature of, 209, 210.

holding, of other corporations, 59, 305.

held in common, when, 93, 291.

bonus, 125, 132.

treasury, 126, 130, 302.

cancellation of, 130.

purchase of own, by corporation, 120, 152, 196, 197, 304, 415.

statute of fraud covers, 210.

attachment of, 219, 225-228.

bonds convertible into, 303.

purchase of, not ground of dissolution when, 318.

classes of, 4, 37, 213-215.

change in, 299.

to be reported annually, 308, 312.

of foreign corporation, 350.

preferred, 303, 304.

issue of, to prejudice of common, 303.

form of provision for, 501.

special, 213.

employees, 213.

preferred, 214, 215.

increase of, 4, 299, 301-304, 306, 418.

illegal, 81.

of foreign corporation, 375.

form for, 438.

participation in new, 302.

rights, 302.

reduction of, 4, 299, 304, 307.

of foreign corporation, 375.

illegal, 9, 81, 249, 257, 258, 304, 307.

form for, 440.

amount of, how fixed, 105.

maximum, 6.

minimum, 6.

to be stated in agreement, 105.

to be reported annually, 10, 308, 312.

of foreign corporation, 350, 376.

number of shares of, 105.

to be reported annually, 308, 312.

of foreign corporation, 350.