The Massachusetts Business Corporation Law of 1903: Covering Private Business Corporations Excepting Financial, Insurance and Public Service Corporations

Front Cover
W.J. Nagel, 1908 - Corporation law - 631 pages

From inside the book

Contents

a Generally
38
Printed copies of statutes as evidence
41
Who may affix seal
57
Corporate name
88
g Proof of charter Presumption
96
Estoppel to deny corporate existence
97
k Meaning of Joint stock company
104
Articles of organization
111
Payment of subscriptions to stock
116
b Issue for property services or expenses
124
Same
133
d
134
Same
138
y Compromise with subscriber
150
e President
157
h Other officers and agents
163
Election of officers
174
n Measure of damages
181
517
189
MEETINGS
191
a Right of corporation to purchase its own stock
197
Directors meetings
207
Classes of stock
214
29 Voting rights of fiduciary stockholders
235
31 Lost certificates
241
Liability of stockholders
249
e Promoters
255
Liability of president treasurer and directors
268
Liability of directors in certain cases
279
Enforcement of liability
285
Apportionment of assessment
296
Changes in agreement of association and articles of organization
299
f Sale of corporate assets
305
Filing of annual report
311
Dissolution of a foreign corporation by the chartering State
319
213
326
Payment of debts and distribution of surplus
336
Foreign corporations defined
337
e Enforcement of this section
349
Foreign corporations may be sued and their property attached
355
Foreign corporations may hold real estate
374
Local taxation
381
i
390
Taxation of corporate existence
396
g Examples of the straight
403
Notice of
409
a Board of appeal
412
Determination of validity of tax
413
Reimbursement of tax illegally exacted
414
a Shares not taxable locally
415
Determination and payment of tax
417
ORGANIZATION AND FILING FEES 88 Fees for organization papers
418
Fees for all other certificates and reports
419
Cooperative associations
420
Issue of Capital Stock
433
Certificate of Changes of Officers
436
Articles of Amendment General Amendments
437
Same Increase of Capital
438
Same Reduction of Capital
440
Certificate of Condition
441
Appointment of Auditor
445
Report as to Date of Annual Meeting
446
Annual Tax Return
447
Appointment of Attorney by Foreign Corporation
449
Certificate of Foreign Corporation
451
Certificate of Condition Foreign Corporation
454
Appointment of AuditorForeign Corporation
457
Certificate of Increase of Capital Foreign Corporation
458
B FORMS CONNECTED WITH ORGANIZATION 1 Subscription to Stock 19 Subscription Agreement
459
Same Shorter Form
460
Assignment of Subscription
461
3 Special Purpose Clauses 26 Advertising
462
Boots and Shoes
463
Boot and Shoe Manufacture and Sale
464
Building Materials
465
Clothing
466
Cooperative Society
467
Framing and Mirrors
472
Provisions and Slaughtering
484
SameAnother Form
485
Same
486
Same
487
Shipbuilding
488
Wharf and Realty
489
SameLonger Form
494
Preferred Stock Cumulative Dividends
501
Classification of Directors
502
Same
503
CONCERNING MEETINGS 118 Minutes of Meeting for Incorporation
504
Minutes of First Meeting of Directors
506
Waiver of Notice of First Meeting of Directors
510
SameSpecial Meeting
511
Notice of Annual Meeting
512
Minutes of Annual Meeting
513
CONDUCT OF BUSINESS 126 Miscellaneous Directors Votes Appointment of Transfer Agent and Register of Transfers
515
Same Borrowing Money on a Note
516
Certified Copy of Vote
517
Bond of Indemnity for Lost Certificate
529
Assignment of Patent
535
Voting power of stockholders
564
Fraudulent issue of stock
591
533
592
535
605
127
608
b To whom payable
614
129
618
536
627

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Page 113 - ... [the name of the corporation], for the purpose [the purpose declared in the agreement of association], with a capital of [the amount of capital fixed in the agreement of association], and have complied with the provisions of the statutes of this commonwealth...
Page 62 - The sale, transfer or assignment, in bulk, of any part or the whole of a stock of merchandise, or merchandise and the fixtures pertaining to the conducting of said business, otherwise than in the ordinary course of trade and in the regular and usual prosecution of the business of the seller, transferor or assignor, shall be void as against the creditors of the seller, transferor, assignor, unless the seller.
Page 535 - Now, therefore, to all whom it may concern, be it known that, for and in consideration of the sum of — — dollars to me in hand paid...
Page 449 - ... that any lawful process against it which is served on said attorney shall be of the same legal force and validity as if served upon the society, and that the authority shall continue in force so long as any liability remains outstanding in this state.
Page 294 - ... the directors of the corporation shall be jointly and severally liable for all debts of the corporation contracted before the filing of the...
Page 307 - ... every shareholder of his shares, and the issue to him in lieu thereof of a decreased number of shares, or by the purchase at not above par of certain shares for retirement, or by retiring shares owned by the corporation or by reducing the par value of shares...
Page 413 - ... with interest thereon at the rate of twelve per cent per annum from the date of sale to such redemption.
Page 106 - And if the object of the statute is regarded, by which it is required that the first meeting shall be called by a majority of the persons named in the act of incorporation, it...
Page 474 - ... Any corporation may purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock of, or any bonds, securities or evidences of indebtedness created by any other corporation or corporations of this or any other state, and while owner of such stock may exercise all the rights, powers and privileges of ownership, including the right to vote thereon.
Page 30 - ... it shall be the duty of legislatures and magistrates, in all future periods of this commonwealth, to cherish the interests of literature and the sciences, and all seminaries of them; especially the university at Cambridge, public schools and grammar schools in the towns...

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