Richmond dispatch. [volume] (Richmond, Va.) 1884-1903, 1888-01-08

made upon the treasurer or cashier tnat
il il cannot be thus made il may be made
upon an agent, and that If it cannot be
made upon an agent II may be made by
an order OF publication and posting OF
the amount and for all the purposes OF
suing and being sued in liquidation OF
its affairs, though its charter has expired
and the company dissolved and its cor
porate privileges ceased, Virginia cor
poration may sue and be sued in liquida-
ton Just &" as before, and is thus endowed
with indestmctible life and amenablllty
TO process for the purposes Of justice.
Code Of 1873, chapter 81, IA, chap
ter Sc, section 81, chapter lGG, section Z.
But what is all this worth TO the State or
to the corporate creditors if the books
and papers Of the company are kept ont
of the State and cannot be reached by
Legislative committees or by judicial pro-
ceedings in its courts? OF what avail IS
all this wise construction and adjustment
of judicial machinery to the citizens OF
the State and OF other States who have
given credit to the company upon the
faith OF its unpaid capital stock II the
books and papers containing the eyi-
dences Of the ownership OF the stock,
the residence of the owners, and the
amount held by each stockholder, are
withheld and secreted or spirited
away? For il it should be made by
law compulsory to keep the stock-books
within the State, they might easily be
spirited away if their use for Legislative
or judicial purposes should prove NEON
venient to hepresident and directors and
the other stockholders. The Law should
go further, therefore, and make 1t a
highly penal offence for removal OF the
books from the State for any purpose or
under any pretext. And it should go
still further and provide that in case the
coronation should make q mortgage or
deed oi trust of its property the mort
gagees or trustees should residents and
citizens of Virginia, so that her courts may
always acquire juridiction over them in
pcrSonanl to command the production OF
the books when needed. For 1T
often happens that such appointees OF
the company are the mere instruments
of its managing officers and leading
stockholders and do with the books and
papers as they please or are directed or
induced by sufficient appliances, so that
all inspection or use OF them IS refused
to the creditors and copies denied.
All Of these difficulties have been an
ticipated and provided against by the
careful company act E." of England en-
acted in 1862 BY. that act, in sub
stance. all such companies are required
TO be registered in public registry,
showing the capital subscribed, the num-
Der and owners of tho shares (and their
residences and occupations, so rs to Ia
cilitate identicatlon), and all trainers OF
the same, and it is made penal offence
| for which the officers are held personally
/ liable if the books are tempered with or
removed. See Lindley on'Partnerships,
including its application to Companies,
titles Register of Shares" Regis
trar." Registration, or Sir Henry
/ Things Law and Practice Of Joint-Stock
/ Companies, same titles, Register, y
"Repistrar." But the act itself 70 and
26 Wet. oh. So is the best source of re-
lance for legislators really wishing to
make the laws Of Virginia conform
able to what experience alike IN Eng
land and this country has sufficiently
shown are absolute requirements for the
protection Of the public, and especially
of the J0na-fdc stockholders and Gre
ditors of such incorporated companies.
See in particular sections 20, 81, 80, and
81.
The writer is Of opinion that there IS
not one Of those requirements which
NAV not be fulfilled without expense to
tbe State and without undue trouble to
such a company railroad or otherwiseeh
and that 50 iar as the duties OF public
registrar are concerned, all Of them
could well be performed by the Secre-
tary Of State without additional clerical
iorcc. or if any, payable for Gas IN
England out OF reasonable fees Tor IN
spection, and copies and perfOrmc m Il
manner that would render ms Office
efficient. in respect OF such companies,
however chartered, instead OF beng a
Nero repository OF charters granted ny
the courts. And the provisions OF which
as well as those granted by the LeSlsia-
ture. it has been shown. may be easily
eyaded. and corresponding obligations OF
duty escaped, as the law now stands.
One whose business for some years has
made it his special duty to become iaml-
liar with what is known ss corporation
law" as applicable to Virginia corpora.
tions" and chartered companies Qf
there be any difference between them
has thought it not inopportune to throw
out the above suggestions Tor considera-
ton at this time, when the attention OF
the public and of the Legislature Is
turned to the subject. citizen
Richmond, January 7, 1883.