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Formation of Corporations
MANUFACTURING, MINING, MECHANICAL, AND
PASSED FEBRUARY 17, 1848.
WITH THE AMENDMENTS,
PASSED FEBRUARY 7, 1851, JUNE 7, 1853, APRIL 13, 1854, APRIL 12,
APRIL 12, 1861, APRIL 23, 1862, MARCH 31, 1863,
APRIL 23, 1864, MAY 2, 1864,
AND APRIL 6, 1865.
TO WHICH ARE ADDED
NOTES, FORMS AND AN INDEX.
BAKER, VOORHIS & CO., PUBLISHERS,
TO AUTHORIZE THE FORMATION OF CORPORATIONS FOR MANUFACTURING, MINING, MECHANICAL, OR CHEMICAL
[Passed February 17, 1848, and as subsequently amended.]
SEC. 1.-Companies, how to be formed; term of existence extended; place of business; operation of the act extended.
SEC. 2.-When to become bodies corporate.
SEC. 3.-Trustees to be elected.
SEC. 4.-Effect of failure to hold election; number of trustees.
SEC. 6. Trustees to make calls on stockholders; to make purchases, issue stock, &c.
SEC. 7.-Trustees may make by-laws.
SEC. 8.-Stock transferable; use of funds.
SEC. 9.-Copy of certificate to be evidence.
SEC. 10.—Liability of stockholders; exception as to salt companies.
SEC. 11.-Certificate of the payment of stock to be filed.
SEC. 12.-Annual report to be made and published.
SEC. 13.-Payment of dividends when company is insolvent.
SEC. 14.-Stock to be paid for in cash.
SEC. 15.-False certificate or report.
SEC. 16.-Executors and others holding stock not liable.
SEC. 17.-Executors, &c., to vote at meetings.
SEC. 18.-Liability to laborers, servants, &c.
SEC. 20.-Company may increase or diminish stock.
SEC. 21.-Notice thereof to be given.
SEC. 22.-Organization and conducting of meetings.
SEC. 23.-Indebtedness of company.
SEC. 24.-Stockholders, when not liable.
SEO. 25.-Stock books to be kept.
SEC. 26.-General powers.
SEC. 27.-Treasurer to render statement, &c.
The People of the State of New York, represented in Senate and Assembly, do enact as follows:
[Companies, how to be formed.]-SECTION 1. At any time hereafter, any three or more persons who may desire to form a company for the purpose of carrying on any kind of manufacturing, mining, mechanical, or chemical business, or the business of printing and publishing books, pamphlets and newspapers, may make, sign and acknowledge before some officer competent to take the acknowledgment of deeds, and file in the office of the clerk of the county in which the business of the company shall be carried on, and a duplicate thereof in the office of the Secretary of State, a certificate in writing, in which shall be stated the corporate name of the said company, and the objects for which the company shall be formed, the amount of the capital stock of the said company, the term of its existence, not to exceed fifty years, the number of shares of which the said stock shall consist, the number of trustees and their names, who shall manage the concerns of said company for the first year, and the names of the town and county in which the operations of the said company are to be carried on. [As amended, laws of 1857, ch. 262.]
This act does not include companies formed for mining guano, as to which there is a special act. [Laws of 1857, ch. 546.]
It is sufficient to file the original certificate in the County Clerk's office, and a certified copy in the Secretary of State's office. (Eaton v. Aspinwall, 3 Abbotts' Pr., 418, and 19 New York Reports, 121.)
See form of certificate in Appendix.
[Term of existence may be extended.]-Whenever any company, formed under this act, shall have fixed