BUSINESS CORPORATIONS LAW L. 1909, Ch. 12, "An Act relating to business corporations, constituting chapter four of the Consolidated Laws." (In effect February 17, 1909.) CHAPTER 4 OF THE CONSOLIDATED LAWS [Formerly L. 1890, Ch. 567, being chapter 41 of the General Laws as amended by L. 1892, Ch. 691.] Article 1. Short title (§ 1). 2. General provisions (§§ 2-16). 3. Laws repealed; when to take effect (§§ 25, 26). Section 1. Short title. ARTICLE 1 Short Title § 1. Short title. This chapter shall be known as the "Business Corporations Law." Formerly L. 1892, ch. 691, § 1, as am'd by L. 1895, ch. 671, § 1. ARTICLE 2 General Provisions Section 2. Incorporation. 3. Restrictions upon commencement of business. 4. Reorganization of existing corporations. 5. Payment of capital stock. 6. Full liability corporations. 7. Consolidation of corporations. 8. Submission of consolidation agreement to stockholders. 9. Powers of consolidated corporations. 10. Transfer of property of old corporations to consoli dated corporations. Explanation. For location and disposition of former sections of the Business Corporations Law see L. 1892, Ch. 691, in 66 Consolidated Schedule of Repeals," Vol. 7. Section 11. Rights of creditors of old corporations. 12. District steam corporations. 13. Examination of meters by agent of district steam corporations. 14. Entry by agent of district steam corporation to cut off steam. 15. Water companies. 16. Improvement corporations; right of condemnation. § 2. Incorporation. Three or more persons may become a stock corporation for any lawful business purpose or purposes other than a moneyed corporation, or a ccrporation provided for by the banking, the insurance, the railroad and the transportation corporations laws, or an educational institution or corporation which may be incorporated as provided in the education law, by making, signing, acknowledging and filing a certificate which shall contain: 1. The name of the proposed corporation. 2. The purpose or purposes for which it is to be formed. 3. The amount of the capital stock, and if any portion be preferred stock, the preferences thereof. 4. The number of shares of which the capital stock shall consist, each of which shall not be less than five nor more than one hundred dollars, and the amount of capital not less than five hundred dollars, with which said corporation will begin business. 5. The city, village or town in which its principal business office is to be located. If it is to be located in the city of New York, the borough therein in which it is to be located. 6. Its duration. 7. The number of its directors, not less than three. 8. The names and post-office addresses of the directors for the first year. 9. The names and post-office addresses of the subscribers to the certificate, and a statement of the number of shares of stock which each agrees to take in the corporation. Any certificate of incorporation filed, prior to April twentysecond, eighteen hundred and ninety-six, under the provisions of the business corporations law theretofore in force which shall contain the names and post-office addresses, either of the subscribers to the stock or of the subscribers to the certificate, and a statement of the number of shares of stock which each agrees to take in the corporation, shall be deemed to have complied with the requirements of section two, subdivision nine of said law. Art. 2 General Provisions. §§ 3, 4 If meetings of the board of directors are to be held only within the state the certificate or by-laws must so provide. Formerly L. 1892, ch. 691, § 2, as am'd by L. 1895, ch. 671, § 1; L. 1896, ch. 369, § 1; L. 1896, ch. 460, § 1; L. 1901, ch. 520, § 1; L. 1903, ch. 525, §1; L. 1904, ch. 446, § 1, and L. 1907, ch. 646, § 1. L. 1896, ch. 369, § 2 incorporated. § 3. Restrictions upon commencement of business. No such corporation shall incur any debts until the amount of capital specified in its certificate of incorporation, as the amount of capital with which it will begin business, shall have been paid in in money or property. Formerly L. 1892, ch. 691, § 3, as am'd by L. 1895, ch. 671, § 1. § 4. Reorganization of existing corporations. Any stock corporation heretofore organized, except a moneyed or transportation corporation, or a corporation the business of which partakes of the nature of banking or insurance, may reincorporate under this chapter in the following manner: The directors of the corporation shall call a meeting of the stockholders thereof by publishing a notice, stating the time, place and object of the meeting, signed by at least a majority of them, in a newspaper of the county in which its principal business office is situated, once a week, for at least three successive weeks, and by serving upon each stockholder, at least three weeks before the meeting, a copy of such notice either personally or by depositing it in the post-office, postage prepaid, addressed to him at his last known post-office address. The stockholders shall meet at the time and place specified in the notice and organize by choosing one of the directors chairman, and a suitable secretary, and shall then take a vote of those present in person or by proxy upon the proposition to reincorporate under this chapter, and if votes representing a majority of all the stock of the corporation shall be cast in favor of the proposition, the officers of the meeting shall execute and acknowledge a certificate of the proceedings, which certificate shall also contain the state ments required by section two of this chapter, and shall be filed in the offices where certificates of incorporation under this chapter are required to be filed. From the time of such filing such corporation shall be deemed to be a corporation organized under this chapter, and if originally organized or incorporated under a general law of this state, it shall have and exercise all such rights and franchises as it has heretofore had and exercised under the laws pursuant to which it was originally incorporated, and such reorganization shall not in any way affect, change or diminish the existing liabilities of the corporation. Formerly L. 1892, ch. 691, § 4, as am'd by L. 1895, ch. 671, § 1. $$ 5, 6 General Provisions. Art. 2 § 5. Payment of capital stock. One-half of the capital stock of every such corporation shall be paid in within one year from its incorporation, or the corporation shall be dissolved, and the directors within thirty days after such payment shall make a certificate of the fact of such payment, which shall be signed and acknowledged by a majority of the directors, and verified by the president or vice-president and secretary or treasurer, and filed in the offices where the certificates of incorporation are filed. The dissolution of any such corporation for any cause shall not take away or impair any remedy against it, its stockholders or officers, for any liabilities incurred previous to its dissolution. Formerly L. 1892, ch. 691, § 5. 6. Full liability corporations. Every corporation formed under this chapter may be or become a full liability corporation by inserting a statement in the certificate of incorporation, that the corporation thereby formed is intended to be a full liability corporation; and in case of an existing corporation, which is not a full liability corporation, it may become such by filing in the offices where certificates of incorporation are required to be filed, a supplemental certificate stating that thereafter the corporation intends to be a full liability corporation, which certificate shall be executed and acknowledged by the president and treasurer of the corporation or by the board of directors, and shall have annexed thereto a copy of a resolution, adopted by a two-thirds vote of the board of directors, and the written consent of all the stockholders of the corporation, authorizing and consenting to the change of the corporation to a full liability corporation. If the corporation is formed as or becomes a full liability corporation all the stockholders of the corporation shall be severally individually liable to its creditors for all its debts and liabilities, and may be joined as defendants in any action against it. No execution shall issue against any stockholder individually until execution has been issued against the corporation and returned unsatisfied, and all the stockholders shall contribute a proportionate share, according to the number of shares of stock owned by each, of the amount paid by any stockholder on a judgment recovered against him individually for a debt of the corporation, and he may recover from the other stockholders in the corporation in a joint or several action the proper portion due by them and each of them, of the amount paid by him on any such judgment. Formerly L. 1892, ch. 691, § 6. Art. 2 General Provisions. §§ 7, 8 § 7. Consolidation of corporations. Any two or more corporations organized under the laws of this state for the pur pose of carrying on any kind of business of the same or of a similar nature, which a corporation organized under this chapter might carry on, may consolidate such corporations into a single corporation, as follows: The respective corporations may enter into and make an agreement signed by a majority of their re spective boards of directors and under their respective corporate seals, for the consolidation of such corporations, prescribing the terms and conditions thereof, the mode of carrying the same into effect, the name of the new corporation, the number of directors who shall manage its affairs, not less than three, the names and post-office addresses of the directors for the first year, the term of its existence, not exceeding fifty years, the name of the town or towns, county or counties, in which its operations are to be carried on, the name of the town or city and county in this state in which its principal place of business is to be situated, the amount of its capital stock, which shall not be larger in amount than the fair aggregate value of the property, franchises and rights of such corporations, and the number of shares into which the same is to be divided, the manner of distributing such capital stock among the holders thereof, and if such corporations, or either of them, shall have been organized for the purpose of carrying on any part of its business in any place out of this state, the agreement shall so state, with such other particulars as they may deem necessary. Formerly L. 1892, ch. 691, § 8, as am'd by L. 1895, ch. 671, § 1 and L. 1901, ch. 520, § 2. § 8. Submission of consolidation agreement to stockholders. Such agreement shall be submitted to the stockholders of each of such corporations, at a meeting thereof to be called upon notice of at least two weeks, specifying the time, place and object thereof, and addressed to each at his last known postoffice address, and deposited in the post-office, postage prepaid, and published for at least two successive weeks in one of the newspapers in each of the counties of this state in which either of such corporations shall have its place of business, and if such agreement shall be approved at each of such meetings of the respective stockholders separately, by the vote by ballot of the stockholders owning at least two-thirds of the stock, the same shall be the agreement of such corporations, and a sworn copy of the proceedings of such meetings, made by the secretaries thereof, respectively, and attached thereto, shall be presumptive |