business tions $50; above $100,000, 40c on each additional $1000; above $1,000,- General 000, $410 and 30c on each $1000 additional; above $2,000,000, $710 corporaand 20c on each $1000 additional; above $3,000,000, $910 and 10c on each $1000 additional; above $4,000,000, $1010 and $50 on each $1,000,000 additional. Foreign corporations must annually report their name, place, office, number of shares, amount of property owned and used in West Virginia, value of property owned and used outside West Virginia, with schedules and the proportion of its capital stock which is represented by property owned and used in the state; and the tax is fixed by the state auditor according to the proportion of its capital stock which is represented by its property owned and used in the state, according to the above rates. Kansas ['01 ch.125] imposes the usual license fees, ranging from one tenth of 1% downward, and provides for annual reports showing the authorized capital stock, the paid up capital stock, par value and market value, a complete and detailed statement of assets and liabilities and a full list of stockholders. Foreign corporations are permitted to take and enforce liens by a mortgage or otherwise, provided that such corporations, more than 20% of whose stock is held by aliens, must dispose of property so acquired within the time now provided by law [Kan. '01 ch.127]. In North Carolina ch. 2 of 1901 is entitled an "Act to revise the corporation law of North Carolina." Its novel provisions are as follows: § 1, defining the powers of corporations, adds to the usual power the power to conduct business in this state and other states, the District of Columbia, the territories, dependencies and colonies of the United States and in foreign countries, and have one or more offices in or out of this state. All lawful business is authorized except railways other than street railways, banking and insurance. There must be a principal office in the state. Preferred stock is allowed not exceeding one half the actual paid in cash capital, but after the original incorporation no preferred stock can be created except by a two-thirds stock vote. "When any corporation shall issue stock for labor done or personal property or real estate or leases thereof in the absence of fraud in the transaction the judgment of the directors as to the value of such labor, property or real estate or leases shall be conclusive." When the General business corpora tions whole capital of the corporation is not paid in, stockholders are liable proportionately for the unpaid amount on their shares. Cumulative voting is allowed if so stated in the certificate of organization. No proxies can be voted on 3 years after their date nor any shares transferred within 20 days preceding the election. Stockholders' meetings must be held at the principal office within the state, but directors may hold their meetings outside the state and have an office and keep the books of the corporation, except stock and transfer books. Foreign corporations have full powers to do business within the state [N. C. '01 ch.5]. Pennsylvania ['01 ch.298] provides that any corporation organized for profit may purchase, hold, sell, mortgage and vote on the capital stock of other corporations of this or any other state and also buy and own the bonds or other securities of such corporations. In the same way in Alabama ['01 p.89] foreign corporations are authorized to hold and vote the stock of any state corporations provided they are so authorized by their own charters or laws and they have complied with the constitution and laws of Alabama with reference to the doing of business in Alabama by foreign corporations and provided further that no monopoly or trust may be created. Corporations of the state are authorized to do business in any other state and hold meetings of its stockholders or directors and perform any kind of corporate acts in any other state of the United States, provided the certificate of incorporation so authorizes, or the stockholders so unanimously vote after organization; and every such corporation must keep an office, agent and place of business within the state. In Florida, ch.12 of 1901 amends the code so as to provide that stock of corporations must consist of shares of not less than $10 each and must be paid in lawful money unless it be stated in the charter that it may be payable in property, labor or services at a just valuation to be fixed by the incorporators or directors at a meeting called for such purpose. Michigan has passed a general statute ['01 ch.154] authorizing the formation of corporations to carry on any lawful business whatever, provided only the capital stock be not less than $1000 in shares of $10. Annual reports are to be filed, otherwise such corporations are covered by the other statutes concerning manufacturing corporations. and loan tions In Delaware the act of 1901 adds to §2, defining the powers Building of a corporation, the power to conduct business in Delaware, any associaother states or the territories and colonies of the United States and in foreign countries and to have one or more offices out of Delaware and to hold and convey property, real or personal, outside of the state, provided such powers are included in the certificate. Formerly these powers were given under §6 and it was not necessary to mention them in the certificate. Under §7 as amended it is no longer necessary to include in the certificate any limitations upon the value of real and personal estate which the company may hold or upon the highest amount of indebtedness which the corporation may at any time incur. §14 allows the corporation to issue stock for labor done, personal property, real estate or leases thereof, and in the absence of fraud the judgment of the directors as to the value of such labor, property, etc., is conclusive. Meetings both of stockholders and directors may be held outside the state if the bylaws so provide. Corporations may consolidate as before, the objecting stockholders to be bought out at a valuation. Many special provisions apply to railways, gas and electric companies, telegraph and telephone companies, drainage companies, etc. Any corporation created under this act may [§135] guaranty, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of shares of stock or bonds, etc., of any other corporation of this state or any other state or country and while owner of said stock may exercise all the rights, powers and privileges of ownership, including the right to vote thereon [Del. '01 p.166-67]. BUILDING AND LOAN ASSOCIATIONS1 WILLIAM W. THORNTON LL. B. LAW BUILDING, INDIANAPOLIS There is little that is new in building and loan association legislation for the year 1901.2 In California §635 of the civil code was amended so as to authorize associations to adopt bylaws to determine by lot the retirement of free shares, changing the old law that required them to adopt bylaws regulating such election; also providing that the holders 1See also Comparative Summary and Index, 1901, no. 1328–41. "The writer was unable to obtain copies of the session laws for 1901 of Arizona and Delaware. Building and loan associations of such shares "must be paid the amount actually paid In New York ['01 ch.328] a loan on the shares may be made to the extent of their withdrawal value, less 6% interest on all fines that could accrue. The association by the bylaws may refuse to make stock loans. If the security tendered be not approved, the right to the loan is forfeited and the borrower is. charged with one month's interest and premiums and all necessary expenses. All mortgages cover the loan, interest and fines, although not fully expressed in it. As in Michigan, the mortgage must be a first lien, or the company hold all prior mortgages or liens. The association is forbidden to assign any mortgage prior to its last mortgage, unless it be first paid. This provision does not apply to associations making loans on second mortgages prior to Mar. 1, 1901; but such associations may continue to do business as they did prior to that date, if they will the first year invest 15%, the second 20%, and thereafter 25% of their receipts applicable for loaning purposes in and loan tions such securities as savings banks may invest in, until the funds Building so invested amount to at least 25% of all mortgages and liens associa underlying such first mortgage or liens. An amount of this fund equal to 15% of all underlying mortgages and liens may be used in cases of emergency to pay off withdrawals. This security fund need not exceed $500,000. Second mortgages can not be taken by such associations on vacant or unproductive real estate. The surplus not called for by borrowers may be loaned to members on short personal security and a pledge of stock, not to exceed 90 days, at not over 6% interest; and if there still be a surplus, it may be invested in such securities as savings banks may take ['01 ch.328]. In this state an association may buy in real estate to save itself; and may deal with it as an individual, except that it can not exchange it for other real estate without the approval of the state bank commissioner. It can not otherwise purchase real estate; and if it attempts it, the purchase is void, and the officer consenting to it is guilty of a misdemeanor. The accumulations may be withdrawn on 30 days' notice filed with the secretary at or before a stated meeting; but the directors may waive the notice. The 30 days begins to run from date of the stated meeting. The withdrawal value is determined according to the bylaws as of the date of the last distribution of profits before the notice was given, together with all dues paid since such distribution, and with or without interest on the value of the shares since the last distribution and also on dues thereafter paid, less fines unpaid and a proportionate share of any unadjusted losses. Not more than one half, and when association is indebted upon matured shares, not more than one third of the funds applicable to such payments can be applied without the consent of the board. If there be not money enough to pay off the stock, then it must be paid off in the order of notices filed. Under rules, the association may retire free shares at any time after four years from the date of their issue by enforcing their withdrawal, the shares withdrawn. to be determined by lot. The holders are paid the full value of their shares, less all fines and their proportionate part of any unadjusted losses. |