4. The names of stockholders and the number of shares respectively held by each is as follows:

and made oath to the truth of the foregoing certificate by them subscribed.

Before me,

7. COMMON FORM OF TRANSFER. Shares, (place and date.)

For value received, I, A. B., of transfer to C. D., of

.

hereby sell and

shares of the capital stock of the Company, now standing in my name on the books of the said corporation. (If the transfer is as collateral security this fact should appear in the certificate, for the safety of the collateral holder as well as the debtor, as he may otherwise become liable for the debts of the corporation. without designing to become an actual member of it.)

Dated at

&c.

A. B.

When the transfer is made by attorney, add: and I hereby constitute and appoint

name to execute upon the transfer.

my attorney, for me and in my

books of said corporation said

capital stock of

add on which

shares of the

Company. (If the stock is not full paid, dollars per share has been paid.)

A. D. 18 A.

Attest.

-, Secretary.

If the transfer be as collateral, the Secretary should also add the condition to his certificate.

9. COMMON FORM OF CERTIFICATE OF STOCK.

Shares.

This certifies, that A. B. of

shares of the capital stock of the

dollars per share has been paid,]

(Place and date.)

is the holder of

Company, [on which standing in his name

on the books of said company at the date hereof.

President.
Secretary.

10. Form of annual Certificate, to be deposited with the Town Clerk, or other officer specified by the statutes of the State in which the corporation is organized.

The subscribers, being the President and Secretary [and a majority of the directors] of the

Company, organized authorizing and regu

under the laws of the State of lating the formation of stock corporations, and located in the town of , in said State, in pursuance of the provisions of said laws hereby certify, [here set forth whatever the local law requires shall be returned in such certificates.]

The foregoing statement is, in our judgment, a fair exhibit of the business and condition of said corporation on the

day of
A. D. 18.
certained by us at this date.
of each stockholder and the
day of

on said Names.

as nearly as the same can be as

We also certify, that the name number of shares held by him is as follows:

No. of Shares.

President.
Secretary.

Directors.

[In some States, only the President and Secretary, or Treasurer, are required to unite in such a certificate; in others, a majority of the directors are required to join. The officers making it will, of course, refer to the local statute and conform to it.]

Then personally appeared

Secretary, &c., of the

Company, and made oath to the truth of the statements contained in the foregoing certificate by them severally subscribed.

Before me,

11. Form of Certificate of Payment of Instalment. The subscribers, President and a majority of the Directors of the Company, a corporation organized under the statutes of the State of , regulating the formation of stock corporations, and located in the town of in said State, hereby certify:-That by a vote of the Directors of said corporation, at a meeting duly held on the day of A. D. 18 an instalment of dollars on each share of the capital stock of said corporation was called for, payable on or before the A. D. 18; that said instalment has been paid within thirty days prior to the making and filing of this certificate, which in pursuance of said statutes we have made and caused to be deposited with the Secretary of this State, [or other proper officer], and a duplicate thereof with the town clerk of the said town of

day of

Personally appeared

ity of the directors of

Before me,

President.

Directors. tors.

being the President and a majorCompany, and made oath to the

truth of the foregoing certificate by them subscribed,

12. Form of the Amendment of the Articles of Associa

tion of the

Company.

The subscribers, being all the stockholders of the

Com

pany, a joint stock corporation organized under the statutes

of this State regulating the formation of joint stock corporations, and located in the town of , County of in said State, in pursuance of said statute laws, hereby agree to amend the articles of association, under which the said corporation was organized, by erasing the article thereof,

and inserting in lieu of the same, the following article, to

wit:

Article

The purpose for which said corporation is formed is the following, to wit:

To [transact business as]

to buy, sell, own and deal in, any real or personal property, necessary or convenient for the prosecution of said business; and generally to do all things incidental to said business and the proper management thereof.

of

of the State of

The subscribers, President and a majority of the directors Company, a corporation organized under the statutes regulating the formation of joint stock corporations, and located in the town of in said State, having amended their articles of association, do in pursuance of said statutes hereby certify:-That the purposes for which said corporation is formed, as stated in the amended articles thereof, are as follows, to wit:

[Here insert the purposes fully as amended].

[This should be sworn to and filed as required by the statutes].

The statutes of the various states usually authorize an increase of the capital stock of a joint stock corporation, upon terms and conditions differing somewhat in the different statutes, but ordinarily requiring a certificate of such increase to be filed, within a time limited, with the same officers as

are to receive and file the original certificate of incorporation. The following form may, perhaps, be useful as a guide:

of

14. Form of Certificate of Increase of Capital.

The subscribers, President and a majority of the Directors Company, a corporation organized under the statutes. of the State of regulating the formation of joint stock corporations, located in the town of in said State, hereby certify: That at a meeting of the stockholders of said corporation, legally warned for that purpose and held at on the A. D. 18 , the capital stock of said corporation was increased, so that the same now is dollars, to be divided into shares of

day of

dollars each, and that the number of shares of the stock of said corporation was at the same time increased, so that the present number of shares is

Dated at, &c.

President.

} Directors.

A similar certificate is ordinarily required to be filed, upon the removal of the place of business of the corporation. The officers of every such corporation should annually examine the local statute law by which they are regulated, and which is liable to be changed at every meeting of the legislature, and see that all necessary certificates are filed and other statute requirements complied with, to avoid the danger of becoming personally liable for the debts of the corporation.