A Manual of Corporate Organization: Containing Information, Directions and Suggestions Relating to the Corporation of Enterprises

Pirmais vāks
Ronald Press, 1913 - 559 lappuses
 

Saturs

Contracts Prior to Incorporation 28 Status of Corporation upon Organization
45
Status of Contracting Parties
46
Agreements between Incorporators
47
Promoters Contracts
48
Option Contracts
49
Trustees Contracts
50
Effect of Failure to Incorporate
51
Capitalization at Real Values
52
General Chapter V Where to Incorporate
53
Domestic Incorporation 37 Foreign Incorporation
54
Form of Capitalization
55
Bond Issues
56
Cheap Incorporation
57
Reputation of Different States
58
Shares
59
Corporate Laws of Different States
60
Liabilities Imposed in Different States
61
Protection of Minority in Different States 43 General Rules for Selection of State
62
FullPaid Stock
63
General Chapter VI Cost of Incorporation 45 Organization Fees and Annual Taxes
64
Other Classifications
65
Avoiding Fees and Taxation
67
Preference as to Assets
68
Cumulative Dividends
69
Participation in General Dividends
70
Counsel Fees
71
Corporate Equipment
72
PART IISTOCK AND STOCKHOLDERS
73
Founders Shares
74
General
75
Transfers to Corporation
82
Transfers from Corporation
83
Legal Status of Treasury Stock
84
Stock of Other Corporations Held in Treasury
85
General
86
Functions
87
Rights
88
Powers
89
Liabilities
90
Watered Stock
91
General
105
Legal Status of Watered Stock
106
Legal Status of FullPaid Stock
107
Certificates for FullPaid Stock
108
Definition Chapter XI Treasury Stock
110
Origin
111
Status of Stockholders
116
Relations to Directors
119
PART IIITHE CHARTER Chapter XIII General Considerations 92 Nature of Charter
123
Classification 1 Business Corporations 2 Public Utility Corporations 3 Financial Corporations
125
Charter Details 95 Application for Charter
128
Incorporators 96 Who May Incorporate
130
Number of Incorporators
131
Functions of Incorporators 99 Incorporators as Stockholders 100 Dummy Incorporators
132
Signing and Acknowledgment
133
Filing
134
The Corporate Name 101 How Secured
135
Selection of Name
136
Right to Corporate Name
137
Changing the Corporate Name
138
The Corporate Purposes 106 Single Purpose
139
Comprehensive Purposes
140
Illegal Purposes
141
Things Ultra Vires
142
Stock Clauses 110 General III Classifications
144
Common Stock
145
Preferred Stock
146
Location and Duration of Corporations 114 Domestic and Foreign Corporations 115 Selection of State 116 Principal Office
147
Duration
149
The Board of Directors 118 Qualifications
150
Power to Make
154
Voting
157
Certified List of Stockholders
158
Election of Directors
159
Quorum
160
Proxies
161
Order of Business
162
General Considerations
163
Number and Qualifications
164
General Powers
165
Classification
166
Vacancies
167
Meetings
168
Notice of Meetings
169
Quorum
170
Election of Officers
171
Removal of Officers
172
Compensation of Directors
173
Power to Pass ByLaws
174
Order of Business
175
ByLaw Provisions Relating to Standing Committees 176 Purpose
176
Arrangement
177
Preparation
178
Adoption of First ByLaws
179
ByLaw Provisions Relating to Stock 145 Preliminary
180
Certificates of Stock
181
Transfers of Stock 148 Transfer Agent and Registrar
182
Stock and Transfer Books
183
Preferred Stock 151 Treasury Stock
184
Lost Certificates
185
ByLaw Provisions Relating to Stockholders 153 Annual Meetings
186
Assistant Officers
187
Delegation of Official Powers
188
General
191
Dividends
192
Number
193
Authority 121 Power to Pass ByLaws 122 Classification
195
Salaries
201
Standing Committees
203
General
204
Removals Vacancies
217
General
218
Limitations of Debt
219
Bank Deposits
220
General Finance Chapter XXX Sundry Provisions 197 Corporate Seal 198 Penalties
221
Reception of Charter
230
Adoption of ByLaws 206 Election of Directors
231
Exchange of Stock for Property
232
Other Business
233
First Meeting of Directors 209 Calling the Meeting
234
Minutes
235
Opening the First Meeting of Directors 212 Election of Officers
236
Adoption of Stock Certificate
237
Acceptance of Subscriptions
238
Exchange of Stock for Property
239
Treasurers Bond Depositary
240
Other Business
241
Voting Trusts
246
Special Arrangements
247
Annual Audits
248
Charter Limitations
249
Legal Remedies
250
General Chapter XXXIX Protecting an Inventor
251
Stock Control
252
Classification of Stock
253
Voting Trusts
254
Cumulative Voting
255
Specified Majorities
256
Limitation of Expenditures
257
Assignment of Patent to Trustee
258
Reservation of Royalties
259
Contract Provisions
260
General
261
Name Chapter XL Incorporating a Partnership
262
Capitalization
263
Exchange of Property for Stock
264
Stock Adjustments
265
Board of Directors
266
Maintenance of Agreed Management a By Voting Trust b By Voting Requirements c By Classification of Stock
267
Officers
268
Authorization to Hold Stock
273
What Holdings Carry Control
274
Present Status
275
Limitations on Use of Holding Companies
276
Parent Companies
277
General
278
Underwriting
285
Voting Trusts
293
Distinctions 236 How Formed
294
Legal Status
296
Illegal Voting Trusts 239 Restriction of Stock Sales
297
Protection of Minority 240 General 241 Rights of Minority at Common
298
Usual Objects of Special Provisions 126 Cumulative Voting
317
Close Corporations and Their Conduct
333
Restricting the Sale of Stock
337
Holding Corporations 271 General
340
Incidental Powers to Hold Stock
341
Industrial Combinations
349
Preliminaries
351
Option Agreements
352
Inspection and Appraisements
353
Underwriting
355
Organization
356
The Present Situation
357
PART VIIOTHER FORMS OF BUSINESS ORGANIZATION Chapter XLIII Association Under Deeds of Trust 285 Introductory
362
Express Trusts
363
Voluntary Associations in Massachusetts
365
Nature of the Voluntary Association
366
Liability under the Voluntary Association
368
Regulation of Voluntary Associations
371
Liability to Taxation
372
Advantages of the Voluntary Association
374
JointStock Companies and Partnership Associations 293 JointStock Companies
375
Partnership Associations
378
Syndicates and Joint Adventures
380
A Suggested Form of Partnership
381
Plan for Suggested Form of Partnership
382
Advantages of Suggested Form of Partnership Form
386
PART VIIIFORMS AND PRECEDENTS Chapter XLV Charter Forms 1 Delaware Charter
388
Maine Charter
390
New Jersey Charter United States Steel Corp
393
New York Charter
398
South Dakota Charter
400
Virginia Charter Tobacco Products Corp
404
New York Charter Stock Without Par Value
407
Number
408
Special Charter Clauses 1 Amusement Devices 2 Bonds and Securities 3 Brick Machinery 4 Building Materials Number 28 Lighting and Heating 29 L...
410
Form
416
ByLaw Forms 8 ByLaws Simple Form
429
Officers of Meetings
434
Notice of Meetings
435
Receipts for Stock Subscriptions
505
Voting Trustees Certificate
513
Assignment of Voting Trustees Certificate
515
Assignment of Stock Certificate
516
Stock Transfer Book
517
Stock Book or Stock Ledger
519
Stock Book to Be Kept by Brokers New York Form Prescribed by Comptroller 43 Stock Book to Be Kept by Corporations and Transfer Agents New ...
521
First Meetings
522
Minutes Stockholders
523
Call and Waiver of Notice Stockholders
525
Proxy
526
Inspectors Oath and Report
527
Waiver of Notice of Assessment
528
Minutes Directors
529
Call and Waiver Directors
531
Secretarys Oath of Office
532
Proposal to Exchange Property for Stock
533
Assignment of Subscriptions 54 Call for First Directors Meeting
534
Secretarys Certificate to Resolution Form
535
Option Agreements 56 Option on Capital Stock
537
Option on Business and Property
539
Option on Real Estate
540
Option on Corporate Plant and Property
541
Corporate Option Payment in Stock
544
Assignment of Option Form
547
Chapter LVPartnership Association Agreements 62 Massachusetts Declaration of Trust
548
Capital Chapter VII The Capitalization
566
Classification of Stock
573
Corporate Stockholding 129 Limitations on Indebtedness 130 Limitations on Salaries 131 Sundry Provisions
574

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Populāri fragmenti

385. lappuse - The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatever.
447. lappuse - Board, for the faithful performance of the duties of his office, and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.
386. lappuse - Latter, all the parties to the foregoing certificate of incorporation, known to me personally to be such, and severally acknowledged the said certificate to be the act and deed of the signers, respectively, and that the facts therein stated are truly set forth.
354. lappuse - Every contract, combination in the form of trust or otherwise, or conspiracy, in restraint of trade or commerce among the several States, or with foreign nations, is hereby declared to be illegal. Every person who shall make any such contract or engage in any such combination or conspiracy, shall be deemed guilty of a misdemeanor...
416. lappuse - ... stock to exercise all the rights and privileges of ownership, including the right to vote thereon, to the same extent as a natural person might or could do..
299. lappuse - In all elections for directors or managers of a corporation, each member or shareholder may cast the whole number of his votes for one candidate, or distribute them upon two or more candidates, as he may prefer.
402. lappuse - The Board of Directors from time to time shall determine whether and to what extent, and at what times and places, and under what conditions and regulations, the accounts and books of the corporation, or any of them, shall be open to the inspection of the Stockholders...
389. lappuse - We, the undersigned, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the act of the legislature of the State of New Jersey entitled "An act concerning corporations" (revision of 1896), and the acts amendatory thereof and supplemental thereto, do hereby certify as follows: First.
427. lappuse - Board, and shall give bond for the faithful performance of his duties in such sum and with such sureties as may be required by the Board of Directors.
401. lappuse - ... exercise the powers of the Board of Directors in the management of the business and affairs of the corporation, and may have power to authorize the seal of the corporation to be affixed to all papers which may require it.

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