creditors for the full amount of the unpaid part of the stock subscribed for by them, and stockholders of corporations not organized for educational, religious, charitable or benevolent purposes, or for the purpose of building, constructing or operating turnpikes or bridges, lines of railroad, telegraph or telephone, or developing or improving lands, mines or waterways, or constructing or operating water, gas or electric plants, or operating for petroleum, natural gas or salt water, shall be individually responsible, equally and ratably, and not one for the other, for all contracts and liabilities of such corporation to the extent of the amount of their stock at par value, in addition to the amount of such stock; but persons holding stock as fiduciaries shall not be personally liable as stockholders, but the estates in their hands shall be liable, in the same manner and to the same extent as the property of other stockholders; and no transfer of stock shall operate as a release of any such liability existing at the time of such transfer: Provided, The action to enforce such liability shall be commenced within two years from the time of transfer." 99 "The stockholders of each bank organized under this article shall be individually responsible, equally and ratably, and not one for the other, for all contracts and liabilities of such bank to the extent of the amount of their stock at par value in addition to the amount of such stock; but persons holding stock as fiduciaries shall not be personally liable as stockholders, but the estate in their hands shall be liable in the same manner and to the same extent as the property of other stockholders; and no transfer of stock shall operate as a release of any such liability existing at the time of such transfer, provided the action to enforce such liability shall be commenced within two years from the time of the transfer; and the directors of each bank shall, in January of each year, file with the Secretary of State a correct list of the stockholders and officers of such bank." 100 The same provision 99 Ky. Stat. § 547. 100 Ibid. § 595. is made as to the liability of stockholders in trust companies. 101 "When the net assets of any [insurance] company incorporated in this State do not amount to more than four-fifths of its paid-up capital, it may make good its capital to the original amount by assessment of its stock. Shares on which such assessment is not paid within sixty days after demand shall be forfeitable, and may be cancelled by a vote of the directors, and new shares issued to make up the deficiency. If such company shall not, within three months after notice from the insurance commissioner to that effect, make good its capital as aforesaid, or reduce the same as allowed by section six hundred and eighty-eight, its authority to transact new business shall cease." 102 Guaranty and surety companies and title insurance companies are subject to the same provisions.103 "If the directors of any incorporated company shall declare and pay any dividend when the corporation is insolvent, or 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 individually liable for all debts of the corporation then existing, and for all that shall be thereafter incurred while they, or a majority of them, continue in office." 104 "If the directors or officers of any corporation shall knowingly cause to be published or given out any 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." 105 "If the directors or officers of any corporations shall fail or 101 Ibid. § 613. 102 Ibid. § 695. 104 Ibid. § 548. 105 Ibid. § 549. refuse to comply with, or shall violate any of the provisions of this article, those so failing, refusing or violating shall be jointly and severally individually liable for any loss or damage resulting to any person from such failure, refusal or violation, and, in addition thereto, the persons so liable shall be each punished by a fine of not less than one hundred nor more than one thousand dollars." 106 "If any [title insurance] corporation is under liability for losses equal to its net assets, and the president and directors knowing it, make or assent to further insurance, they shall be personally liable for any losses under such insurance." 107 § 398. Louisiana. "No stockholder shall ever be held liable or responsible for the contracts or faults of such corporation in any further sum than the unpaid balance due to the company on the shares owned by him; nor shall any mere informality in organization have the effect of rendering a charter null, or of exposing a stockholder to any liability beyond the amount of his stock." 108 "It shall be a crime, the punishment of which shall be prescribed by law, for any president, director, manager, cashier, or other officer or owner of any private or public bank or banking institution or other corporation accepting deposits or loans to assent to the reception of deposits or the creation of debts by such banking institutions after he shall have had knowledge of the fact that it is insolvent or in failing circumstances; any such officer, agent or manager shall be individually responsible for such deposits so received and all such. debts so created with his assent." 109 $399. Maine. There is no liability of stockholders except for calls on 106 Ibid. § 550. 107 Ibid. § 738. 108 La. Rev. Stat. § 690; and see Civ. Code, Art. 437. 109 La. Const. Art. 269. unpaid stock, imposed by the common law; and "in the absence of actual fraud in the transaction" if stock is issued as fully paid for any consideration whatever, it "shall be full paid stock and not liable to any further call or payment thereon." 110 There is not statutory provision for liability of directors. $400. Maryland. 111 "All the stockholders of any such corporation [created under general law] shall be severally and individually liable to the creditors of the corporation of which they are stockholders to an amount equal to the amount of stock held by them respectively, for all debts and contracts made by the corporation, until the whole amount of the capital stock fixed and limited by the corporation shall have been paid in, and a certificate thereof made and filed; . but no stockholder shall be individually liable to the creditors of such corporation, except to the amount of his, her or their unpaid subscription to the capital stock." "No person holding stock in any such corporation as executor, administrator, guardian or trustee, and no person holding such stock as collateral security, shall be personally subject to any liability as stockholders of such corporation; but the person pledging the stock shall be considered as holding the same, and shall be liable as stockholder accordingly; and the estates and funds in the hands of such executor, administrator, guardian or trustee shall be liable in like manner and to the same extent as the testator or intestate or ward or person interested in such trust fund would have been if he had been living and competent to act and held the same stock in his own name.' " 112 "After judgment against a corporation is returned unsatisfied, the plaintiff may file a bill against all or any persons who may be in any manner indebted to said corporation, 110 Me. 1901, ch. 229, § 13. 111 Md. Gen. L. Art. 23, § 64. 112 Ibid. § 66. either for the stock thereof or on any other account; and if the court shall find such person or persons to be indebted to said corporation, a decree shall pass directing such persons so found to be indebted to bring the money into court, to be distributed ratably among the creditors of such corporation, in the same. manner that distribution is made on a creditors' bill." 113 "The general assembly shall grant no charter for banking purposes, nor renew any banking corporation now in existence except upon the condition that the stockholders shall be liable to the amount of their respective share or shares of stock in such banking institution for all its debts and liabilities upon note, bill, or otherwise." 114 "If the trustees, managers or directors of any such corporation [created under general laws] shall declare and pay any dividend when the corporation is insolvent, or any dividend the payment of which would render it insolvent, or would diminish the amount of the capital stock, they shall be jointly and severally liable for all the debts of the corporation then. existing, and also for all that shall hereafter be contracted, while they shall respectively continue in office, even although the whole amount of the capital of said corporation has been paid in.115 If any of the trustees, directors or managers of such corporation shall object to declaring such dividend, or to the payment of the same, and having voted against the declaration thereof shall at any time before the time fixed for the payment of the same record a certificate of their objection in writing with the clerk of the court in which the original certificate of incorporation is filed, they shall be exempt from the liability imposed in the preceding section." 116 "No loan of money shall be made by any such corporation to any stockholder therein; and if any such loan shall be made to any stockholder the officer or officers who shall make it or 113 Ibid. § 300. 114 Md. Const. Art. 3, § 39. 115 Md. Gen. L. Art. 23, § 67. 116 Ibid. § 68. |