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31-1-38 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Ownership of Capital Stock; Who May Vote; Transfer Books |
The person in whose name shares of stock stand on the books of the corporation shall be deemed the owner thereof so far as the corporation is concerned. The wor… |
Proofed
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31-1-39 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Corporation May Purchase, Hold, Sell and Transfer Its Own Stock; Not to be Voted While Held |
Every corporation organized under this chapter, or existing under the laws of this State, shall have the power to purchase, hold, sell and transfer shares of it… |
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31-1-40 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Retirement of Preferred Stock |
Whenever any corporation organized under this chapter, or existing under the laws of this State, other than a banking institution, shall have issued any preferr… |
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31-1-41 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Uniform Stock Transfer Act; Transfer of Stock |
Title to a certificate and to the shares represented thereby can be transferred only: (a) By the delivery of the certificate indorsed either in blank or to a sp… |
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31-1-42 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Same; Infants; Trustees, Etc |
Nothing in sections forty-one to sixty-two, both inclusive, of this article, shall be construed as enlarging the powers of an infant or other person lacking ful… |
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31-1-43 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Same; Rights Shown of Record Preserved |
Nothing in sections forty-one to sixty-two, both inclusive, of this article, shall be construed as forbidding a corporation: (a) To recognize the exclusive righ… |
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31-1-44 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Same; Title; How Lost |
The title of a transferee of a certificate under a power of attorney or assignment not written upon the certificate, and the title of any person claiming under … |
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31-1-45 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Same; Delivery of Certificate to Transfer Title |
The delivery of a certificate to transfer title, in accordance with the provisions of section forty-one of this article, is effectual, except as provided in sec… |
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31-1-46 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Same; Indorsement of Certificate When Effectual |
The indorsement of a certificate by the person appearing by the certificate to be the owner of the shares represented thereby is effectual, except as provided i… |
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31-1-47 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Same; Indorsement and Delivery of Certificate; When Not Effectual |
If the indorsement or delivery of a certificate: (a) was procured by fraud or duress; or (b) was made under such mistake as to make the indorsement or delivery … |
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31-1-48 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Same; Effect of Subsequent Transfer of Such Certificate |
Although the transfer of a certificate or of shares represented thereby has been rescinded or set aside, nevertheless, if the transferee has possession of the c… |
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31-1-49 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Same; Effect of Delivery of Certificate; With Intent to Transfer but Without Indorsement |
The delivery of a certificate by the person appearing by the certificate to be the owner thereof, without the indorsement requisite for the transfer of the cert… |
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31-1-50 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Same; Attempted Transfer Without Delivery of Certificate; Effect |
An attempted transfer of title to a certificate or to the shares represented thereby, without delivery of the certificate, shall have the effect of a promise to… |
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31-1-51 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Same; Warranties Implied by Acts |
A person who for value transfers a certificate, including one who assigns for value a claim secured by a certificate, unless a contrary intention appears, warra… |
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31-1-52 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Same; Lienor or Pledgee |
The mortgagee, pledgee or other holder for security of a certificate who in good faith demands or receives payment of the debt for which such certificate is sec… |
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31-1-53 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Same; Attachment; Levy; Issuance of New Certificate |
Shares of stock are personal property, and, as such, shall pass to the legal representative of the stockholder, and be subject to legal process. No levy of an e… |
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31-1-54 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Same; Creditor; Remedy |
A creditor whose debtor is the owner of a certificate shall be entitled to such aid from courts of appropriate jurisdiction, by injunction and otherwise, in att… |
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31-1-55 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Same; Lien in Favor of Corporation or Restrictions; When Valid |
There shall be no lien in favor of a corporation upon the shares represented by its certificate issued by such corporation, and there shall be no restriction up… |
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31-1-56 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Same; Alteration of Certificate; Effect |
The alteration of a certificate, whether fraudulent or not and by whomsover made, shall not deprive the owner of his title to the certificate and the shares ori… |
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31-1-57 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Same; Rules Applicable to Cases Not Specifically Covered |
In any case not provided for by sections forty-one to sixty-two, both inclusive, of this article, the rules of law and equity, including the law merchant and in… |
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31-1-58 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Same; Indorsement; What Constitutes |
A certificate is indorsed when an assignment, or power of attorney to sell, assign or transfer the certificate or the shares represented thereby, is written on … |
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31-1-59 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Same; Person Appearing to be the Owner |
The person to whom a certificate was originally issued is the person appearing by the certificate to be the owner thereof and of the shares represented thereby,… |
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31-1-60 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Same; Certificate Issued After Adoption |
The provisions of sections forty-one to sixty-two, both inclusive, of this article, apply only to certificates issued after the date of the adoption of this art… |
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31-1-61 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Same; Rules of Interpretation |
Sections forty-one to sixty-two, both inclusive, of this article, shall be so interpreted and construed as to effectuate their general purpose to make uniform t… |
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31-1-62 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Same; Definitions |
In sections forty–one to sixty-two, both inclusive, of this article, unless the context or subject matter otherwise requires,
“Certificate” means a certificate… |
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31-1-63 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Consolidation or Merger; Proceedings for |
Any two or more corporations organized under the provisions of this chapter, or existing under the laws of this State, for the purpose of carrying on any kind o… |
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31-1-64 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Sale of Assets and Franchises |
Every corporation organized under the provisions of this chapter, or existing under the laws of this State, may, at any meeting of its board of directors, sell,… |
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31-1-65 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Corporation May Acquire, Own or Guarantee the Stocks and Securities of Other Corporations |
Any corporation of this State, unless restricted by the terms of its charter or unless otherwise provided by law, may purchase, own, dispose of, underwrite and … |
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31-1-66 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Voting Rights; Cumulative Voting |
In all elections of directors of corporations each stockholder shall have the right to cast one vote for each share of stock owned by him and entitled to a vote… |
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31-1-67 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Same; Fractional Shares; Duration of Proxy; Death of Giver of Proxy |
No voting rights shall attach to any fractional part of a share of stock, and no person shall vote on any proxy after three years from the date thereof unless t… |
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31-1-68 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Notice; Waiver |
Notice of the time place or purpose of any meeting of stockholders or directors whether required by the provisions of this article or by the by-laws of the corp… |
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31-1-69 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Directors Voting When Interested |
Any director having an interest other than as a stockholder, in any matter to be acted upon by the board of directors, may, notwithstanding such interest, vote … |
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31-1-70 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Dividends; Deduction of Indebtedness |
The board of directors may, from time to time, declare and pay dividends of so much of the net profits as they deem it prudent to divide. If any stockholder be … |
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31-1-71 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Auditor Attorney in Fact for All Corporations |
The auditor of this State is hereby constituted the attorney in fact for and on behalf of every stock corporation created by virtue of the laws of this State an… |
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31-1-72 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Jurisdiction Of Courts |
In all cases arising under this chapter wherein the corporations seeking to exercise the rights conferred by this article, or against which any proceeding is in… |
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31-1-73 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Voting Trusts |
Any stock corporation of this State, except banking institutions, indemnity companies, industrial loan companies, building and loan associations, or insurance c… |
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31-1-74 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Books of Accounting; Corporate Records |
The directors and officers of every corporation of this State shall keep accurate accounts of the corporate transactions. The president of every such corporatio… |
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31-1-75 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Failure to Hold Election; Death or Resignation of Members of a Nonstock Corporation |
If it shall happen at any time that an election of directors or other officers is not made on the day designated therefor, the corporation shall not for that re… |
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31-1-76 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Corporate Acknowledgments |
A corporation may acknowledge any instrument required by law to be acknowledged by its attorney appointed under seal, and such appointment may be embodied in th… |
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31-1-77 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Taxes |
No state or local taxes shall be imposed upon the stocks, bonds, investments, credits or other intangible property owned by any corporation organized under the … |
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31-1-78 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Liability of Directors and Stockholder for Unlawful Dividend |
If the board of directors shall declare and pay any dividend when the corporation is insolvent, or any dividend, the payment of which would render it insolvent … |
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31-1-79 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Foreign Corporations; Conditions for Doing Business in This State |
Any corporation duly incorporated by the laws of any other state or territory of the United States, the District of Columbia, or of any foreign country, may, un… |
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31-1-80 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Voluntary Dissolution |
At any time during the fiscal year in which any corporation may be created and before it engages in the transaction of business and acquires any property other … |
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31-1-81 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Dissolution by Suit in Equity |
If not less than one-fifth in interest of the stockholders of a corporation desire to wind up its affairs, they may apply by bill in chancery to the circuit cou… |
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31-1-82 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Receivers for Corporations |
When a corporation expires or is dissolved, or before its expiration or dissolution, upon sufficient cause being shown therefor, any such court as is mentioned … |
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31-1-83 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Effect of Dissolution or Expiration |
When a corporation shall expire or be dissolved as prescribed in this article its property and assets shall be subject to the payment of the corporate obligatio… |
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31-1-84 |
Ch. 31 — CORPORATIONS |
Provisions Relating to Corporations Generally |
Surrender by Foreign Corporation of Authority to do Business |
If any foreign corporation desires no longer to hold property and transact business in this State, it may surrender to the State its authority therefor, in the … |
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31-2-1 |
Ch. 31 — CORPORATIONS |
Railroad Companies |
Common Carriers; General Powers |
Every railroad company heretofore incorporated and organized under the laws of this State, or under the laws of any other state, and authorized or licensed to d… |
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31-2-2 |
Ch. 31 — CORPORATIONS |
Railroad Companies |
Rights to Own Property |
Every such railroad company shall have the right to purchase, take by voluntary gift or grant, acquire by condemnation, own, hold and use, all real estate and o… |
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31-2-3 |
Ch. 31 — CORPORATIONS |
Railroad Companies |
May Produce Electricity for Its Own Uses |
Any such railroad company may acquire, construct, own, hold and operate plants and properties for the generation, production and transportation of electricity i… |
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