An Act to Amend Section Seventeen of Act Numbered Fourteen Hundred and Fifty-Nine, Entitled "The Corporation Law," by Providing that No Increase of Capital Stock Shall be Made unless the Same Proportion Thereof Shall have been Subscribed and Paid in as Required on the Formation and Organization of the Corporation, and for Other Purposes

October 4, 1907

ACT NO. 1744

AN ACT TO AMEND SECTION SEVENTEEN OF ACT NUMBERED FOURTEEN HUNDRED AND FIFTY-NINE, ENTITLED "THE CORPORATION LAW," BY PROVIDING THAT NO INCREASE OF CAPITAL STOCK SHALL BE MADE UNLESS THE SAME PROPORTION THEREOF SHALL HAVE BEEN SUBSCRIBED AND PAID IN AS REQUIRED ON THE FORMATION AND ORGANIZATION OF THE CORPORATION, AND FOR OTHER PURPOSES

SECTION 1. Section seventeen of Act Numbered Fourteen hundred and fifty-nine, entitled "The Corporation Law," is hereby amended to read as follows:

"SEC. 17. No corporation shall increase or diminish its capital stock, or incur, create, or increase any bonded indebtedness unless, at a stockholder's meeting regularly called for the purpose, two-thirds of the entire corporate capital stock subscribed shall favor the increase or diminution of the capital stock, or a majority of the subscribed capital stock shall favor the incurring, creating, or increasing of any bonded indebtedness. Written or printed notice of the proposed increase or diminution of the capital stock or of the incurring, creating, or increasing of any bonded indebtedness and of the time and place of the stockholders' meeting at which the proposed increase or diminution of the capital stock or the incurring, creating, or increasing of any bonded indebtedness is to be considered must be addressed to each stockholder at his place of residence as shown by the books of the corporation and registered and deposited so addressed in the post-office with postage prepaid.

"A certificate in duplicate must be signed by a majority of the directors of the corporation and countersigned by the chairman and secretary of the stockholders' meeting, setting forth:

"(a) That the requirements of this section have been complied with.

"(b) The amount of the increase or diminution of the capital stock.

"(c) If an increase of the capital stock, the amount thereof actually subscribed, the names and residences of the persons subscribing, the amount subscribed by each, and the sum paid by each on his subscription.

"(d) Any bonded indebtedness to be created, incurred, or increased.

"(e) The actual indebtedness of the corporation on the day of the meeting.

"(f) The amount of stock represented at the meeting.

"(g) The vote authorizing the increasing or diminution of the capital stock, or the incurring, creating, or increasing of any bonded indebtedness.

"One of the duplicate certificates shall be kept on file in the office of the corporation and the other shall be filed in the office of the chief of the division of archives, patents, copyrights, and trade-marks of the Executive Bureau and attached by him to the original articles of incorporation. From and after the filing of the duplicate certificate with the chief of the said division the capital stock shall stand increased or diminished and the incurring, creating, or increasing of any bonded indebtedness authorized as the certificate may declare.

"The chief of the said division of archives, patents, copyrights, and trademarks shall be entitled to collect the sum of twenty pesos for the filing of said duplicate certificate: PROVIDED, HOWEVER, That if the said duplicate certificate increases the amount of capital stock the chief of the said division of archives, patents, copyrights, and trade-marks shall not file such certificate unless accompanied by the sworn statement of the treasurer of the corporation lawfully holding office at the time of the filing of certificate, showing that at least twenty per centum of the entire capital stock, as increased, has been subscribed and that at least twenty-five per centum of the amount subscribed has been paid to him for the benefit and to the credit of the corporation. EATCcI

SECTION 2. The public good requiring the speedy enactment of this bill, the passage of the same is hereby expedited in accordance with section two of "An Act prescribing the order of procedure by the Commission in the enactment of laws," passed September twenty-sixth, nineteen hundred.

SECTION 3. This Act shall take effect on its passage.

ENACTED, October 4, 1907.