and sworn to and filed in the office of the secretary of the state a certificate setting forth the increase of such capital stock, the number and value of such shares, the amount of the dividend to be paid thereon, whether the same is to be cumulative or not, and the terms of the preferment as to assets, if such preferment is made. The secretary shall thereupon record such certificate in a book kept by him for that purpose. The certificate required by this section shall be in addition to those required by law in relation to the increase of capital stock.

Sec. 52. Reduction of capital stock. Any specially chartered corporation may reduce its capital stock. No such reduction shall be valid unless approved by a vote of two-thirds of all outstanding stock of each class at a meeting of the stockholders warned and held for that purpose, nor unless a majority of the directors shall make, sign, and swear to and file in the office of the secretary of the state a certificate stating that the reduction has been duly approved by the stockholders and setting forth a copy of the vote of the stockholders, which vote shall show the details as to such reduction. The secretary shall record such certificate in a book kept by him for that purpose.

NOTES.

For reduction of stock of corporations organized under general laws, see § 74, infra, page 117.

For liability of stockholders voting for reduction of capital stock causing insolvency, see § 6, supra, page 23.

Sec. 53. Change of name by Superior Court. Any specially chartered corporation, having voted to change its corporate name, may apply to the superior court for the county in which it is located to have such change made, first giving notice of such intended application by advertisement for two weeks consecutively in a newspaper published in Hartford or New Haven and a newspaper, if there be one, published in the town in which the corporation is located; and said court may change said name as prayed for, and, upon filing for record in the office of the secretary of the state a certified copy of the order of the court, the name of such corporation shall be as decreed by said court; but no right existing at the time of such change in favor of or against such corporation shall be affected thereby. The secretary shall thereupon record such certified copy in a book kept by him for that purpose.

Sec. 54. Charter without organization void after two years. The charter of every specially chartered corporation, except as otherwise provided by law, shall be void, unless such corporation shall be organized and a certificate of such organiza

As amended

July 6, 1905, Public Acts of

1905, Ch. 219.

tion, sworn to by the president or secretary, or,

if there be no such officers, by an officer having custody of the records of such corporation, shall be filed in the office of the secretary of the state within two years from the date of the approval of such charter. The secretary shall thereupon record such certificate in a book kept by him for that purpose.

Sec. 55. Acceptance and effect of charter amendment. When any amendment or alteration of the charter of any specially chartered corporation shall be made, if it be not otherwise specially provided in the resolution making such alteration or amendment, it shall not become operative unless, within six months after its passage, it shall be accepted at a meeting of such corporation warned and held for that purpose, nor unless, within said period, an attested copy of said acceptance shall be filed in the office of the secretary of the state, to be recorded by him in a book kept for that purpose; and such acceptance shall make the original charter and all resolutions amending and altering the same subject to amendment, alteration, and repeal, at the pleasure of the general assembly. If such amendment shall be made before the acceptance of the original charter, then such amendment may be accepted at the same time such original charter is accepted.

Sec. 56. Reports to general assembly. Corporations required to make reports to the

general assembly shall make them during the first week of each regular session.

Sec. 57. Tax on stock issue authorized by special act; penalty. Before any bill or resolution creating a corporation having a capital stock shall be approved or become a law, there shall be paid to the state treasurer, in addition to the fees required by section 10 of the general statutes, a franchise tax of one dollar on each one thousand dollars of the capital stock with which it is to be organized, but such tax shall in no case be less than fifty dollars. If such bill or resolution shall not be approved or become a law, the treasurer shall return the tax so paid. Whenever any specially chartered corporation shall vote to increase the amount of its capital stock in accordance with the provisions of this act or of any other general or special law affecting it, such corporation shall pay to the state treasurer before any shares of such increased capital stock shall be issued, a further tax of one dollar on each one thousand dollars of the total increased capital stock so voted, but no additional franchise tax shall be required upon stock upon which the corporation has paid the full franchise tax required by the law in force at the time of such payment. Every officer of any corporation subject to any of the provisions of this section, who shall sign or issue any certificate of stock on which the tax imposed by this sec

tion has not been paid, shall be fined one thousand dollars, or imprisoned not more than two years, or both.

PART III.

THE CORPORATION ACT OF 1901.

Sec. 58. Application. The provisions of this part shall apply to all corporations formed under it and to all corporations heretofore organized under the joint stock law of this state or the corporation act of 1901, but shall not require the reorganization of corporations heretofore formed.

Sec. 59. Powers. Every corporation to which this part applies, in addition to all other powers granted by law, shall have power to mortgage its real and personal estate, including its franchises, and issue promissory notes, bonds, or other evidences of indebtedness. Such corporation may also issue one or more classes of stock.

NOTES.

Chap. 180 of the Public Acts of 1907, provides as follows:

"Section 1. Any provision of law regarding trust companies, whether contained in the general