Popular Law-making: A study of the origin, history, and present tendencies of law-making by statuteStimson, Frederic Jesup
History
Popular Law-making: A study of the origin, history, and present tendencies of law-making by statute
Stimson, Frederic Jesup
Legislation -- United States
The liability of stockholders is commonly limited to the shares of
stock actually held or such portion of them as may not have been paid
up by the stockholder in cash or property value. Massachusetts and the
more conservative States attempt to provide that the stock shall be
actually paid up in money or in property of the real value of money,
at par. New Jersey, New York, Maine, West Virginia, and the laxer
States, practically allow their directors to issue stock for anything
they choose--labor, contracts, property, or a patent right--and their
judgment on the value of such property is held to be final in the
absence of fraud. Corporations are usually taxed, like individuals,
on their tangible, visible property, real and personal, and in many
States there is also a franchise tax on their shares.[1] There is a
frequent limitation that the corporate indebtedness shall not exceed
the amount of the capital stock.[2] No States, except Vermont and
New Hampshire, seem now to have any limitation on the amount of the
capital stock, or if there be a limitation, as of one million dollars
at the time of formation, the corporation may subsequently increase
its stock to any amount.[3] Michigan, however, had a limitation of
five million dollars as to manufacturing or mercantile corporations,
and two million five hundred thousand dollars as to mines; while
Alabama and Missouri had a general limit of ten million dollars. The
general tendency is clearly to have no limitation whatever. Commonly
only a nominal proportion of the capital stock is to be paid in before
the company begins business, but the stockholders are always liable
to creditors for the amount unpaid. As already remarked, stock may
usually be paid up in property, labor, or services, or, indeed,
any legal consideration; and though most States provide that such
property, etc., shall be taken at its actual cash value, such laws,
except in Massachusetts, are not believed to be effectual.
[Footnote 1: A valuable report on this subject, brought down to 1903,
prepared by F.J. MacLeod, of Massachusetts, will be found in the
"Report of the Committee on Corporation Laws," above referred to, at
pp. 207-295.]
[Footnote 2: MacLeod, pp. 165-166.]
[Footnote 3: MacLeod, p. 169.]
That stockholders are individually liable to the extent of the unpaid
balance on their stock is merely a statutory statement of the ordinary
rule in equity. It is, therefore, law without statute. Apparently only
Indiana and Kansas now impose a double liability, the law in Ohio
having been recently altered by constitutional amendment. In several
States, however, they are liable for debts due for labor; in
California they are absolutely liable for such proportion of all
liabilities of the corporation as their stock bears to the total
capital stock, while in Nevada they are expressly exempted from any
liability whatever.
Public-domain text, read in full here on John Shaqi.
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