New-York tribune., 1875-02-22
CORPORATIONS UNDER THE NEW OONSU-
TUITION.

AssEMDLYMAN PRINCES BILL FOR THE FORMATION
| or BUSINESS CORPORATIONS" LIMITED AND
| FULL" LIABILITY COMPANIES.
| Assemblyman L. Bradford Prince has intro
duosd In the stale Legislature I'LL giving cifisess the
right to organize corporations for business
by hng certicats to that effect before some one OF
the State Off authorized TO take acknowledg
Certain kinds OF business excepted, however from
tho pei mission given by tho aet-namely bankn IT,
surance, ths construction and opgrIon Of railroads.
aud the business Of bauks and trast companies
The passage OF the act will materially reduce the
OF heretofore before tho State Legislature
every Winter.
The corporation organized as described will have the
power to and bs sued; to complain and defend In
court to purchase. hold possess. and convey so
much real and personal estate shall be necessary for
the transaction Of its business provided THAI ali real
estate acquired in satisfaction OF any a6iity or ndebt
sdnessunless necessary for the busnes, OF the
corporaton-be sold whtn one year after becoming
tue property OF the corporation The certheate, do
caring the intention oz51s to form corpo-
ration under the provisions OF the act must be signed
by each member of the corporation aud DO duly ac-
kSOwledged by them before tho of;cr wio takes the
acknowledgment. The certificate state the name
Of the proposed corporation the object for which 1t is
to be foriped including tho nature and sItuation OF
IT'S business; the amount and description OF the
capital stock ess number OF shlres Of the stock,
the situation OF tho principal business Office aud the
duration OF the Office, which shall not exceed sOyears-
Such a certificate be flsd h, the Office OF the
Secretary Of State Is return the Secretary OF State
will issue license empowering the sgners OF the cef
tfeats as commissioners to open books for subscpp-
tions TO the capital stock Of their corporation No sub
scrp0n may be received unless the subscriber at the
time OF making pays to the commissioners at least 10
per Of the par value Of the stock subscribed for
When not less than one-half OF the capital STOCK has
subscribed the commissioners may call meeting
OF the subscribers for the purpose OF adopting bylaws
and eectng the directors OF the corporation. Notice
OF this mpOr meeting be given TO every sub
scrber least five days before the day set for the
meeting The term OF Office OF the directors not
exceed two years, although it will be lawful tJr the
bylaws TO provide that the directors may be class
ined into three classes OF equal numbers, the
directors serving one. two. and three years
respectively. although at each annual election
aferward the stockholders must elect for term Of
three number OF directors equal TO the number
the class whose term may then be about 10 expire.
Within ton days after the subscribers meeting tho con-
e In the Office Of the Secretary OF State
verified record OF the proceedings at the meetps who
will thereupon q certificate 70 the directors de-
caring that the corporation has been awuliy organ
ized. Any amendment Of the bylaws OF such a cor
porston must bs filed In the Office of the Secretary OF
State.
The members OF the board OF directors OF such
poraton during their OF Office must be stockholders
to least the extent OF five shares TIE capital scx
ofany corporation the act must dyldei
shares Of not less thaa $40 nor more tnau sOO and
feIurs of the amounts paid on stock b, declared
against any stockholder before a demand has been
days' warning Gwen. Forfeited stock must also
be sold at public auction after 10 DAYS warn.
ing Stock may bs transferred, II tho owner Is not
Indebted to the corporation. The corporation may
issue bonds to secure any indebtedness Dut the amount
II n nnOt Outs nd m a
exceed twOthirds OF the value OF Ihs prOpsrV mort
gagged TO secure It Any issue OF bonds Oeyona tns
voting the issue personally responsible TO anY OOhd
holder for tno loss caused W she S nv farm
shall be void. book mast be kept at me pIinclPi'
Of the company CONTAINING the names or he socH-
holders Of the company, AMI the number OF shares
owned by them. Tlls book must DO aiWays accesS0lo
10 ockholders and creditors Of tie company. Tue
company must annually make a complete report OF
their business condition TO the Secretary OF state 40
on ana i the oces o ss VINO may such
held Jointly and seyeray responsiois Tor 'uon loan
No person holding stock in any such company as ex-
ecubor administrator guardian or trustee or any per
son holding stock collateral security, shah De
personally subject 10 any iaoiity as st0ckaolder o.
such a company. The persoa piedging such SOCK
slal considered holding tue same. and snail Dc
liable stockhOder however; aud the estates and
funds IN tho hands Of such executor, admnistratOr
guardian, trustee shall 20 aOle ia IKE manner aHd
extent as the testator aud lntesae or me
vardOr person Interested such trust fund would nave
been II be had been living aud competent w act anu
he the stock in his own name. x. =,
two cass.s known respectively as full liability
companies and limited liability companies" Ia
full liability companies" The stockholders wiz
bo seyerally and Individually liable 20 the
criors Of tho company Ia whca they arc stockholders
for all debtsand llablitiesof such company aud may
joined deeHdants IN any action agahst the com.
pany. In "liinited liability companies" the name OF
The company shall IN every case nave AZ s last WORD
word Limited" and It's name 10 egioie characters
in all notices. advertisements and other publications.,
and ia bills Of exchange promissory notes, cheeks,
FOR money bills Of ladnG. invoices receipts let
ters and Otner writings. Every omission OF the WORD
limited the OF the name OF the company snal
render all participating IN such omission personally Ia
bic any indebtedness damage or liability arising Dy
rssson OF omission. Ia limited Liability compa-
niss all the stockholders shall be se7eray and lndl-
yduay liable 10 the creditors or the company n which
they stockholders TO the amount OF stock hed re-
spectivey by them, and for all deots and oontracts
made by such d company until the whole amount Of
capital stock fixed limited by such company saau
nave been made aud recorded.