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published in the county where the corporation has its principal office." 42

"If the directors or officers of any corporation, organized under the provisions of this Act, shall knowingly cause to be published or given out any written statement or report of the condition or business of the corporation that is false in any material respect, the officers and directors causing such report or statement to be published, or given out, or assenting thereto, shall be jointly and severally, individually liable for any loss or damage resulting therefrom." 43

"If [the President, Secretary or Treasurer] shall neglect or refuse to [give to any creditor or stockholder and file with the Secretary of State a certificate of the amount of stock issued and the amount paid in] for thirty days after written request so to do by a creditor or stockholder of the corporation, they shall be jointly and severally liable for all its debts contracted after the making of such payments as provided for in the preceding section and before the filing of such certificate." 44

§ 388. District of Columbia.

"All the stockholders of every company incorporated under this subchapter shall be severally individually liable to the creditors of the company in which they are stockholders for the unpaid amount due upon the shares of stock held by them, respectively, for all debts and contracts made by such company, until the whole amount of capital stock fixed and limited by such company shall have been paid in, and a certificate thereof shall have been made and recorded." 45

"No loan of money shall be made by any company upon the security, in whole or in part, of its own stock; and if any such loan shall be made, the trustee or officer authorizing the same shall be responsible to the corporation therefor: Provided, That

42 Ibid. § 35.

43 Ibid. § 37.

44 Ibid. § 24.

45 Dist. Col. Code, § 615.

nothing herein contained shall be held to release the borrower in such a case from liability to the corporation." 46

"If the trustees of any company shall declare and pay any dividend the payment of which would render it insolvent, or which would diminish the amount of its capital stock, they shall be jointly and severally liable for all the debts of the company then existing and for all that shall be thereafter contracted while they shall respectively remain in office. If any of the trustees shall object to declaring such dividend or the payment of the same, and shall, at any time before the time fixed for the payment thereof, file a certificate of their objection in writing with the secretary of the company and with the recorder of deeds of the District, they shall be exempt from the liability prescribed in the preceding section." 47

Additional liabilities of safe-deposit, trust, loan, mortgage, title insurance, surety and guaranty companies, are as follows: "All stockholders of every company incorporated under this subchapter, . . . shall be severally and individually liable to the creditors of such company to an amount equal to and in addition to the amount of stock held by them respectively for all debts and contracts made by such company." 48

"If any company fails to comply with the provisions of [§ 730, requiring the filing of annual reports with the Comptroller of the Currency] all the directors or trustees of such company shall be jointly and severally liable for the debts of the company then existing and for all that shall be contracted before such report shall be made: Provided, That in case of failure of the company in any year to comply with the provisions of section seven hundred and thirty of this subchapter, and any of the directors shall, on or before January fifteenth of such year, file his written request for such compliance with the secretary of the company, the Comptroller of the Currency, and the recorder of deeds of the District of Columbia, such

46 Ibid. § 621, as amended June 30, 1902.

47 Ibid. §§ 622, 623.

48 Ibid. § 734.

director shall be exempt from the liability prescribed in this section." 49

$389. Florida.

"If any execution shall issue against the property or effects of any corporation, and there cannot be found whereon to levy, then such execution may be issued against any of the stockholders to an extent equal in amount for so much as may remain unpaid upon the subscription and no further, and all property whether real or personal of any stockholder in any corporation aforesaid shall be exempt from the debts and liabilities of such corporation contracted in its corporate capacity, except the stock of said stockholder of or in said corporation to the extent mentioned aforesaid." 50

"Stockholders of every banking company shall be held individually responsible equally and ratably and not for one another for all contracts, debts and engagements of such company to the extent of the amount of their stock therein at the par value thereof in addition to the amount invested in such shares. Persons holding stock as executors, administrators, guardians or trustees shall not be personally subject to any liability as stockholders, but the estates and funds in their hands shall be liable in like manner and to the same extent as the testator, intestate, ward or person interested in trust funds would be, if living and competent to hold the stock in his own

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"If the directors shall knowingly declare and pay any dividend when the corporation is insolvent, or any dividend the payment of which would render it insolvent, they shall be jointly and severally liable for the debts of the corporation then existing to the extent of the dividends so declared. If, however, any director be absent at the time of making the

40 Ibid. § 731.

60 Fla. Rev. Stat. § 2152.

1 Ibid. § 2172.

dividend or shall at the time object thereto in writing, he shall not be so liable." 52

"If any corporation dissolve leaving debts unpaid, suits may be brought against any persons who were stockholders at the time of such dissolution, without joining the corporation in such suit, for so much as may remain unpaid upon his or her subscription and no further, the collection to be made from the stock of each stockholder respectively only, and if any number of stockholders (defendant in the case) shall not have property enough in stock to satisfy his or their portion of the execution, then the amount of deficiency shall be divided equally among all the remaining stockholders and collections made accordingly, deducting from the amount a sum in proportion to the amount remaining unpaid on the plaintiff's subscription at the time the corporation dissolved." 53

§ 390. Georgia.

"In case of the failure of said corporation the stockholders shall be bound, in their private capacity, to any creditor of said corporation for the amount of stock subscribed for by them, until the said subscription is fully paid up, or until the stockholder shall have paid, out of his private property, debts of the said corporation to an amount equal to his unpaid subscription.54 Whenever a stockholder in any corporation is individually liable under the charter, and shall transfer his stock, he shall be exempt from such liability by such transfer, unless such corporation shall fail within six months from the date of such transfer.55 The stockholders in whose name the capital stock stands upon the books of such corporation at the date of its failure shall be primarily liable to respond upon such individual liability; but upon proof made that any shareholders at the date of the failure are insolvent, recourse may

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be had against the person from whom such insolvent shareholder received his stock, if within a period of six months prior to the date of the failure of such corporation.56 Such individual liability shall be an asset of such corporation, to be enforced by the assignee, receiver or other officer having the legal right to collect, marshal and distribute the assets of such failed corporation.” 57

"In all suits against the members of a private association, joint-stock company, or the members of existing or dissolved corporations, to recover a debt due by the association, company, or corporation, of which they are or have been members, or for the appropriation of money or funds in their hands to the payment of such debt, the plaintiff or complainant in such suit may institute the same, and proceed to judgment therein against all or any one or more of the members of such association, company, or corporation, or any other person liable, and recover of the member or members sued the amount of unpaid stock in his hands, or other indebtedness of each member or members; provided, the same does not exceed the amount of the plaintiff's debt against such association, company, or corporation; and if it exceed such debt, then so much only as will be sufficient to satisfy such debt.58

Plaintiffs, within one month after the institution of any suit against any corporation, joint stock or manufacturing company, may publish once a week, for four successive weeks, in some public gazette of this State, notice of the commencement of said suit or suits, and said publication shall operate as notice to each stockholder in said corporation, joint-stock or manufacturing company, for the purposes hereinafter mentioned.5

"When notice has been given as provided in the preceding sections, and a judgment or decree has been obtained against

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