§ 58. Merger.*-Any domestic stock corporation and any foreign stock corporation authorized to do business in this state lawfully owning all the stock of any other stock corporation organized for, or engaged in business similar or incidental to that of the possessor corporation may file in the office of the secretary of state, under its common seal, a certificate of such ownership, and of the resolution of its board of directors to merge such other corporation, and thereupon it shall acquire and become, and be possessed of all the estate, property, rights, privileges and franchises of such other corporation, and they shall vest in and be held and enjoyed by it as fully and entirely and without change or diminution as the same were before held and enjoyed by such other corporation, and be managed and controlled by the board of directors of such possessor corporation, and in its name, but without prejudice to any liabilities of such other corporation or the rights of any creditors thereof. Any bridge corporation may be merged under this section with any railroad corporation which shall have acquired the right by contract to run its cars over the bridge of such bridge corporation.

Added by L. 1896, c. 932; amended by L. 1900, c. 476; L. 1902, c. 98.

59. Change of place of business.-Any stock corporation now existing or hereafter organized under the laws of this state, except moneyed corporations, may at any time change its principal office and place of business from the city, town or county named in its certificate of incorporation, or to which it may have been changed under the provisions of this section, to any other city, town or county in this state, in which it may desire to actually transact and carry on its regular busi

* By oversight the title was omitted ir L. 1902, c. 98.

ness from day to day, provided, and* such change has been authorized, either by unanimous consent of the stockholders expressed in writing and duly acknowledged and filed in the office of the secretary of state,+ or by a vote of the stockholders of said corporation at a special meeting of stockholders called for that purpose. When such change shall be authorized by the stockholders as herein provided, the president and secretary and a majority of the directors of such corporation shall sign a certificate stating the name of said corporation, the city, town and county where its principal office and place of business was originally located, and to which it may have been subsequently changed, and the city, town and county to which it is desired to change its said principal office and place of business, and that it is the purpose of said corporation to actually transact and carry on its regular business from day to day at such place, and that such change has been authorized as herein provided, and the names of the directors of said corporation and their respective places of residence, which certificate shall be verified by the oaths of all the persons signing the same, and when so signed and verified, shall be filed in the office of the secretary of state and a duplicate thereof in the office of the clerk of the county from which said principal office and place of business is about to be removed or changed, and another in the office of the clerk of the county to which said removal or change is to be made, and thereupon the principal office and place of business of such corporation shall be changed as stated in said certificate.

Added by L. 1896, c. 929; amended by L. 1905, c. 489.

* So in the original.

The provision for unanimous consent was incorporated by L. 1905, c. 489.

§ 60. Liabilities of officers, directors and stockholders of foreign corporations.-Except as otherwise provided in this chapter the officers, directors and stockholders of a foreign stock corporation transacting business in this state, except moneyed and railroad corporations, shall be liable under the provisions of this chapter, in the same manner and to the same extent as the officers, directors and stockholders of a domestic corporation, for:

1. The making of unauthorized dividends;

2. The creation of unauthorized and excessive indebtedness;

3. Unlawful loans to stockholders;

4. Making false certificates, reports or public notices; 5. An illegal transfer of the stock and property of such corporation, when it is insolvent or its insolvency is threatened;

6. The failure to file an annual report.

Such liabilities may be enforced in the courts of this state, in the same manner as similar liabilities imposed by law upon the officers, directors and stockholders of domestic corporations.

Added by L. 1897, c. 384.

See §§ 23, 24, 25, 30, 31 and 48 of the Stock Corporation Law, ante; also §§ 15 and 16 of the General Corporation Law, post.

61. Dissolution by incorporators.-The incorporators named in any certificate of incorporation filed for the purpose of creating a domestic stock corporation, other than a moneyed or transportation corporation, may, before the payment of any part of the capital, and before beginning business, surrender all corporate rights and franchises, by signing, verifying and filing in the office of the secretary of state and the clerk of the county where the certificate of incorporation is filed, a certificate setting forth that no part of the capital has been paid, that there are no liabilities, that such business has not

been begun, and surrendering all rights and franchises; and proof of the facts set forth in such certificate to the satisfaction of the secretary of state; and thereupon the said corporation shall be dissolved, and its corporate existence and powers shall cease.

Added by L. 1904, c. 296.

§ 62. Partly paid stock. The original or the amended certificate of incorporation of any stock corporation may contain a provision expressly authorizing the issue of the whole or of any part of the capital stock as partly paid stock, subject to calls thereon until the whole thereof shall have been paid in. In such case, if in or upon the certificate issued to represent such stock, the amount paid thereon shall be specified, the holder thereof shall not be subject to any liability except for the payment to the corporation of the amount remaining unpaid upon such stock, and for the payment of indebtedness to employes pursuant to sections fifty-four and fifty-five of this chapter; and in any such case, the corporation may declare and may pay dividends upon the basis of the amount actually paid upon the respective shares of stock instead of upon the par value thereof.

Added by L. 1901, c. 354, § 62.

THE GENERAL CORPORATION LAW.

66

LAWS 1890, CHAPTER 563, ENTITLED AN ACT IN RELATION TO CORPORATIONS, CONSTITUTING CHAPTER THIRTY-FIVE OF THE GENERAL LAWS," AS AMENDED BY LAWS 1892, CHAPTER 687, WITH OTHER AMENDMENTS OF 1893-1906.

SECTION 1. Short title.

2. Classification of corporations.

3. Definitions.

4. Qualifications of incorporators.

5. Filing and recording certificates of incorporation.

6. Corporate names.

7. Amended and supplemental certificates.

8. Lost or destroyed certificates.

9. Certificate and other papers as evidence.

10. Limitation of powers.

11. Grant of general powers.

12. Enlargement of limitations upon the amount of the property of non-stock corporations.

13. Acquisition of additional real property.

14. Acquisition of property in other states.

15. Certificate of authority of a foreign corporation.

16. Proof to be filed before granting certificate.

17. Acquisition of real property in this state by certain

foreign corporations.

18. Acquisition by foreign corporations of real property

in this state.

19. Prohibition of banking powers.

20. Qualification of members as voters.

21. Proxies.

22. Challenges.

23. Effect of failure to elect directors.

(74)