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349. Indiana.

Any manufacturing, mining or other company having a capital stock, which has been or which may hereafter be organized and incorporated under any law of this State, shall have the power to create and issue shares of preferred stock in such company of not more than one hundred dollars ($100) each, the aggregate amount of which shall at no time exceed double the amount of the common stock of the company.36

Such stock may be provided for in the original articles or in an amendment to the articles.37

Such preferred stock shall not at any time exceed double the amount of the common stock of such company actually subscribed or issued, and it shall be subject to redemption at par at such time or times, and upon such terms and conditions as shall be expressed in the certificate thereof, and the holders of such preferred stock shall be entitled to receive, and the said company shall be bound to pay thereon such semi-annual sum or dividend as may be expressed in the certificates, not exceeding four per centum, before any dividend shall be set aside or paid on the common stock of such company, and in no event shall the holders of such preferred stock be individually or personally liable for the debts, or other liabilities of such company, but in case of insolvency, or upon the dissolution of such company, such debts or. other liabilities shall be paid in preference to such preferred stock. Such preferred stock, however, shall at all times have priority in payment out of the assets of such company over the common stock thereof, for the full face value, together with all arrearages, interest or dividends due thereon.38

Such preferred stock shall not be voted at any meeting of such company, nor shall the holders thereof, as such, have any voice in the management of the affairs of such company, excepting, however, that such company shall not have au

30 Ind. Rev. Stat. § 5064.

37 Ibid. § 5065, 5066.

38 Ibid. § 5067.

thority to convey its real estate or mortgage any of its property without the written consent of the holders of a majority of the shares of such preferred stock; nor shall such company without consent declare any dividend upon its common stock that will impair its capital. Such preferred stock shall not entitle the holders thereof to any interest in the assets of such company beyond the par or face value of such preferred stock, together with all arrearages of interest or dividends due thereon.39

When any such company has redeemed the preferred stock issued by it under the provisions of this Act its directors shall within thirty days thereafter cause to be filed with the Secretary of State their certificate in writing, as directors of such company duly acknowledged, certifying that such preferred stock has been redeemed; and in default thereof the directors of such company shall be jointly and severally liable for all debts and liabilities of such company contracted after said thirty days and before said certificate is filed.40

$350. Kansas.

Preferred stock may be issued by any corporation now or hereafter organized, provided all the stockholders consent.4

351. Kentucky.

41

Any corporation, organized under this law, may divide its share into classes, such as preferred, common and deferred shares, or as may be otherwise designated, and it may give to each of the several classes such priority of right in the payment of the dividends, and in the redemption of the shares, as may be prescribed in the rules and regulations adopted by the shareholders. But no preferred stock shall be issued except for cash or its equivalent, nor for less than the par value of the shares; and the holders thereof shall be entitled to re

39 Ibid. § 5068.

40 Ibid. § 5069.

41 Kan. Stat. ch. 66, § 104.

[§ 354. ceive quarterly, semi-annual or annual dividends thereon at such rate as may be prescribed in its issue, payable before any dividends shall be declared on the common stock, which shall be stated in the certificates representing the preferred and common stock respectively. On the dissolution of the company, voluntarily or otherwise, the holders of the preferred stock shall be entitled to have their shares redeemed at par before any distribution of any part of the assets of the company shall be made to the holders of common stock.42

§ 352. Maine.

Every corporation of this State shall have power to create two or more kinds of stock with such classes, and with such designations, preferences and voting powers, or restrictions or qualification thereof, as shall be fixed and determined in the by-laws, or by vote of the stockholders at a meeting duly called for the purpose."

353. Maryland.

43

By vote of the stockholders any corporation authorized to issue bonds may instead of bonds issue preferred stock to the same amount, and guarantee a perpetual dividend of six per cent. per annum out of the profits before any dividend is paid to the common stock; and such stock shall have all the incidents, rights, privileges, immunities and liabilities of the common stock. The preferred stock shall constitute a lien on the franchises and property of the corporation, and have priority over any subsequently created mortgage or other incumbrance.4 44

§ 354. Massachusetts.

Every corporation may create two or more classes of stock with such preferences, voting powers, restrictions and qualifi

42 Ky. Stat. § 564.

43 Me. Rev. Stat. ch. 47, § 49.

44 Md. Gen. L. Art. 23, § 294.

cations thereof as shall be fixed in the agreement of association or, in the case of a corporation created by special law, in the articles of organization, or in an amendment to said agreement or articles which may be adopted as hereinafter provided.45

Every corporation organized under the laws of this Commonwealth shall have power to issue preferred stock to an amount not exceeding at any time the amount of the general stock then outstanding, with such preferences and voting powers or restrictions or qualifications thereof as shall be fixed and determined in the by-laws at the organization of the corporation; or after organization, by a two-thirds vote of all the stock, or by a by-law adopted by a two-thirds vote of all the stock, at a meeting duly called for the purpose. Such stock shall be issued subject to all general laws of the Commonwealth governing the issue of capital stock; and each certificate subsequently issued of stock in the corporation shall have fully and plainly printed thereon the by-law or vote of the corporation authorizing the issue of preferred stock.46

355. Michigan.

Any such company shall have power to create and issue certificates for two kinds of stock, viz.: General or common stock, and preferred stock, which preferred stock shall at no time exceed two-thirds of the actual capital paid in,47 and shall be subject to redemption at par at a certain time to be fixed by the by-laws of said corporation, and to be expressed in the certificates therefor. And the holder of such preferred stock shall be entitled to a fixed dividend, payable quarterly, half-yearly or yearly, which said dividend shall be cumulative, payable at the time expressed in said certificate, not to exceed

45 Mass. 1903, ch. 437, § 27 (of business corporations).

40 Mass. 1902, ch. 441, §§ 1, 2.

47 "We think that the law means that no preferred stock can be authorized beyond two-thirds of the amount of capital actually paid in at the time of authorizing the issue." Continental Varnish & Paint Co. v. Secretary of State, 128 Mich. 621, 87 N. W. 901.

eight per cent. per annum, before any dividend shall be set apart or paid on the common stock. In no event shall the holder of such preferred stock be individually or personally liable for the debts or other liabilities of said corporation, excepting debts for labor. Said corporation shall be controlled by a board of directors elected by the preferred and common stockholders, excepting when otherwise provided in the articles of association or amendments thereto: Provided always, If at any time upon a fair valuation of the assets of the corporation the common stock shall be impaired in an amount equal to ten per cent. thereof or any dividend due on the preferred stock shall remain unpaid for sixty days then holders of the preferred stock shall have an equal right with the common stock share and share alike to participate in the election of directors and control of said corporation. If for any reason said corporation shall cease business or become insolvent then after the payment of all liabilities and debts the remainder of the assets of said corporation shall be applied first in payment in full of all preferred stock and then unpaid dividends due thereon, and the balance divided pro rata, share and share alike among the holders of the common stock. Every corporation organized or existing under the provisions of this act may by a vote of three-fourths in interest of its capital stock amend its articles of association providing for the issue of preferred and common stock, in accordance with this section, in the same manner and with the same effect as is now provided by section seventeen of this act, relating to amending articles of association.48

§ 356. Minnesota.

Any corporation by its articles of incorporation or by vote of directors authorized by a majority of its stockholders may create special or preferred stock or both and give such stock such preference as it may deem best.49

48 Mich. 1903, Act 232, § 35. 40 Minn. Gen. Stat. § 3415.

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