The Law of Foreign Corporations and Taxation of Corporations Both Foreign and Domestic

Portada
W.J. Nagel, 1904 - 1149 páginas
 

Contenido

Hawaii
21
Idaho
22
Illinois 44 North Dakota 45 Ohio 46 Oklahoma
23
Indiana 48 Pennsylvania
24
Iowa 49 Rhode Island 26 Kansas 50 South Carolina
25
Alabama
26
Kentucky 51 South Dakota
27
Louisiana 52 Tennessee
28
Maine
29
Maryland
30
Massachusetts
31
Michigan
32
Minnesota
33
Mississippi
34
Missouri
35
Montana
36
Nebraska
37
Nevada
38
New Hampshire
39
New Jersey
40
New Mexico
41
New York
42
North Carolina
43
Texas
53
Utah
54
Vermont
55
Virginia
56
Washington
57
West Virginia
58
Wisconsin
59
Wyoming
60
Great Britain
61
Canada
62
New Brunswick
63
Nova Scotia
64
Ontario
65
Quebec
66
THE DOMICIL RESIDENCE AND CITIZENSHIP OF A CORPORATION 71 Domicil of a corporation
71
In what State is the corporation chartered
72
Residence of a corporation
73
Presence for purposes of jurisdiction
74
Habitancy under the Judiciary
75
Residence for purposes of process and suit
76
Location of a corporation within a State
77
Location of a corporation chartered by Congress
78
Citizenship of a corporation
79
Corporation as subject or alien
80
Personality of a corporation
81
New Mexico
83
101 A corporation cannot exist outside the State of charter
101
A corporation is everywhere recognized as existing within the State of charter
102
A corporation may act outside the State of charter
103
Comity
104
The corporation of another State is a foreign corporation
105
What is recognized as a corporation
106
A corporation may exercise all its powers abroad
107
A foreign corporation may contract
108
A foreign corporation may become liable for tort
109
111 Right of a corporation to act in a foreign State
111
Acts contrary to public policy
112
Acts beyond the power of domestic corporations
113
Corporations formed to act in foreign States only
114
Right to exercise a franchise
115
A foreign corporation may be excluded from a State
116
A foreign corporation may be admitted on terms
117
A foreign corporation is subject to law of the State in which it acts
118
What laws of a State apply to foreign corporations
119
Not exempted from local law by law of charter
120
121 State jurisdiction over foreign corporations limited
121
CHAPTER VII
139
176 North Dakota
176
Arizona
189
Arkansas
193
223 Prohibition by the State of situs
223
Conditions precedent to doing business
224
Mortmain Acts
225
Taking real estate
226
Taking by way of security
227
Taking by devise or bequest
228
Taking by eminent domain
229
Taking personal property
230
Protecting a name
231
Exercising a franchise
232
Taking in trust
233
Conveying property
234
241 Foreign corporation has power to
241
Foreign corporation has right to
242
Disabilities of alienage
243
Disabilities of incorporation Statutory requirements
244
Statute not expressly forbidding suit
245
Statute expressly forbidding suit
246
Suit by assignee
247
Statute subsequent to contract
248
Contract made outside State
249
Contract connected with interstate commerce
250
Right of action for tort
251
Protection of property
252
Right to crossaction and appeal
253
Right to sue and compliance with statute not alleged by plaintiff
254
Failure of plaintiff to comply with statute set up by defendant
255
Proof of compliance
256
Proof of incorporation
257
261 Foreign corporation cannot be sued without its consent
261
Theory of suit on ground of natural justice
262
Theory of suit on ground of presence
263
Foreign corporation may be sued by its consent
264
Appointment of agent to receive service of process
265
Implied consent by accepting conditional admission
266
Failure to comply with the statute and appoint agent
267
Service on the designated agent only
268
Statute must be exactly followed
269
Service on agent temporarily in the State
270
What agents may be served
271
Officer of the corporation
272
Managing agent
273
Local agent
274
Agent of railroad or steamboat company
275
Agent of insurance company
276
Agent of newspaper company
277
Agent under the English practice
278
Jurisdiction dependent on corporation doing business in State
279
Ohio
280
Withdrawal of authority to receive service
281
Appearance in the suit
282
Oklahoma
283
Jurisdiction for garnishment
284
Oregon
285
Pennsylvania
289
Rhode Island
294
295 Venue
295
Conduct of the suit
296
South Carolina
297
South Dakota
298
Tennessee
300
Texas
305
Utah
307
187 Vermont
309
Virginia
310
Washington
313
West Virginia
316
Wisconsin
319
Wyoming
322
Nova Scotia
323
Directors may meet outside the State of charter
324
Ontario
325
New Brunswick 196 Quebec
326
CHAPTER VIII
327
Election of directors by classes
331
Cumulative voting
332
Residence as qualification for directors
333
Executive committee
334
Resident officers required
335
Principal office of the corporation
336
taking part in suit 210 What is doing business question for the jury
337
Inspection of stockbooks by creditors
338
Effect of compliance with the statute
339
Effect of noncompliance with the statute
340
Scope of the chapter
341
Authorities holding the transaction valid
342
Authorities holding the transaction void
343
Penalty for noncompliance
344
Legal proceedings upon noncompliance
345
Alabama
346
CHAPTER IX
347
Delaware
348
Indiana
349
Kansas
350
Kentucky
351
Maine
352
Maryland
353
Massachusetts
354
Michigan
355
356 Minnesota
356
Missouri
357
Nevada
358
New Hampshire
359
New Jersey
360
New York
361
North Carolina
362
Ohio
363
Pennsylvania
364
Rhode Island
365
South Carolina
366
Virginia
367
West Virginia
368
Wisconsin
369
Wyoming
370
Conversion of one kind of security into another
371
Corporation owning its own stock
372
Holding stock and bonds of other corporations
373
Votingtrust
374
Stock owned by a married woman
375
OF THE INTERNAL AFFAIRS OF A FOREIGN CORPO RATION
385
New York
412
North Carolina
413
North Dakota
414
Ohio
415
Oklahoma
416
Oregon
417
Statute of limitations
418
CHAPTER XII
419
Allegations in the defendants pleadings
420
Return of service of process
421
422 Tennessee
422
Texas
423
CHAPTER XIII
424
Vermont
425
Virginia
426
Washington
427
Shareholder bound by general laws of State of charter
428
Wisconsin
429
Management regulated by State of charter
430
Officers
431
Stock and stockholders
432
Nova Scotia
433
Assessments and dividends
434
Proceedings for accounting
435
Proceedings to restrain fraudulent dealings with property 311 Proceedings to restrain the misuse of property
436
Recent tendency to take jurisdiction
437
CHAPTER XIV
439
THE ENFORCEMENT ABROAD OF STOCKHOLDERS OR DIRECTORS LIABILITY 441 Kinds of individual liability
441
Existence of liability determined by the State of charter
442
Liability for unpaid subscription
443
Statutory liability to the corporation
444
Direct absolute liability to the creditor
445
No recovery if procedure of form unsuitable
446
Recovery on contingent liability
447
Penal liability of stockholder
448
Directors liability as surety
449
Directors penal liability
450
Rule in the Supreme Court of the United States
451
Enforcement of judgment against the director
452
Statutory refusal to enforce individual liability
453
Procedure regulated by law of forum
454
Attachment of corporate stock CHAPTER XVII
456
Double taxation
469
Separate taxation for State and local purposes
470
State boards of valuation
471
Foreign corporations
472
STATUTORY LIABILITY OF STOCKHOLDERS AND DIRECTORS 381 Alabama 382 Arizona 383 Arkansas 384 California 395 Iowa 396 Kansas ...
486
tatute of limitations
491
mortgage debts CHAPTER XXI
494
Situs of intangible property
501
Intangible property with a real situs
502
District of Columbia
503
The corporate excess
504
Division of intangible property between States
505
Taxation of corporate property as a unit
506
The rule now established
507
Taxation of national banks
581
Taxation of shares
582
Uniform taxation
583
Moneyed capital
584
Taxation of State banks
585
CHAPTER XXV
586
INSURANCE COMPANIES 591 Scope of the chapter
591
Tax on receipts
592
Discriminating tax on receipts against foreign companies
593
Combination of ordinary tax and tax on receipts
594
Suit for contribution
595
Taxation of insurance companies in New York
596
Retaliatory taxes
597
Alabama
601
Arizona
602
Arkansas
603
California
604
Colorado
605
Connecticut
606
Delaware
607
Florida
608
Georgia
609
Idaho
610
PANIES
617
621 Minnesota
621
Mississippi
622
Missouri
623
Montana 636 Rhode Island 637 South Carolina 638 South Dakota 639 Tennessee
624
Nebraska 640 Texas
625
New Hampshire 641 Utah
626
New Jersey 642 Vermont
627
New Mexico
628
New York
629
North Carolina
630
North Dakota
631
Ohio
632
Oklahoma
633
CHAPTER XX
634
Real estate and franchise as a unit
635
Taxation of tangible personal property
639
income
641
stock and bonds
642
Virginia
643
money
644
West Virginia
645
credits
646
property in transit
647
vessels
648
Ontario
649
Quebec
650
651 Nature of incorporation tax 670 Maryland
651
Alabama
652
Arizona 671 Massachusetts 672 Michigan
653
Arkansas
654
California 673 Minnesota 674 Mississippi
655
Colorado
656
Connecticut
657
Delaware
658
District of Columbia
659
Florida
660
Georgia
661
Idaho
662
Illinois
663
Indiana
664
Iowa
665
Kansas
666
Kentucky
667
Franchise tax 509 Privilege tax CHAPTER XXII
668
Alabama
669
Arkansas
672
California
673
California
675
15 Colorado
676
Colorado
677
Nevada
678
Connecticut
679
New Jersey
680
New Mexico
681
New York
682
Delaware
683
District of Columbia
684
Florida
685
Oklahoma
686
Georgia
687
Hawaii
688
Idaho
689
South Carolina
690
Illinois
691
Tennessee
692
Texas
693
Utah
694
Indiana
695
Iowa
696
Washington
697
Kansas
698
Kentucky
699
Wyoming
700
Louisiana
701
States imposing a tax equal to incorporation
702
States imposing no privilege
703
Colorado
704
Maine
705
Delaware
706
Maryland
707
Indiana
708
Maryland
709
Massachusetts
710
531 Massachusetts
711
Minnesota
712
Michigan
713
Missouri
714
Minnesota
715
Nevada
716
Mississippi
717
New York
718
Missouri 536 Montana
719
Ohio
720
Nebraska
721
Nevada 539 New Hampshire
722
South Dakota
723
New Jersey
724
Texas
725
Utah
726
New Mexico
727
general principles
728
local taxation of capital stock
731
Double taxation of this sort often forbidden
732
Exemptions whether applicable
733
Stock taxable at owners domicil
734
Taxation of stock in foreign corporation
735
Stock taxable at domicil of corporation
736
State
737
741 Regulation of interstate commerce by taxation unconstitutional
741
Tangible property
742
Property in transit or lately brought
743
Distinction between regulation and taxation of such property
744
Intrastate carriage connected with interstate commerce
745
Property awaiting export
746
Discriminating tax on foreign products
747
Vehicles of interstate commerce
748
North Carolina
749
Tax on the business of interstate commerce
750
License fee for interstate business
751
North Dakota
752
Amount of such fee unimportant
753
Exception in case of publicservice companies
754
Ohio
755
Taxation of franchise of domestic corporation
756
Oklahoma 549 Oregon
757
Whether valid as franchise
758
Proportionate tax on entire property of corporation
759
general prin 551 Pennsylvania tax on capital stock
760
Tax on special franchise granted by State
761
Tax as return for special police supervision
762
General conclusion
763
Rhode Island
766
South Carolina 555 South Dakota
767
Tennessee
768
Texas
771
Utah
772
773 What amounts to a rechartering
773
Nature of the rechartered corporation
774
Vermont
775
Consolidation of corporations by one State
776
Virginia
777
Consolidation by the joint act of two States
778
Washington
779
Consolidation of a corporation which has been rechartered
780
West Virginia
781
Suits by and against a consolidated corporation
782
Present difficulties in dealing with consolidated corporation
783
Statutory provisions for consolidation
784
Wisconsin 564 Wyoming
785
England
786
New Brunswick
787
Nova Scotia
788
Ontario
789
Quebec
791
CHAPTER XXIII
792
Recognition of foreign receiver
793
Authorities forbidding suit by foreign receiver
794
Authorities permitting suit by foreign receiver
795
Competition of foreign receiver and domestic creditors
796
The Pennsylvania statute
797
assembling materials
798
Statutory successor may compete with creditors
799
Foreign receiver claiming as assignee
800
controlling natural forces
801
Suit against foreign receiver
802
Manufacture not merely incidental
803
Administration of assets by ancillary receivers
804
CHAPTER XXXIII
809
811 Assignments for benefit of creditors
811
Assignments by authority of statute
812
813 Member of corporation bound by law of State of charter
813
Preferring domestic creditors
814
Fund to secure domestic creditors
815
Marshalling assets
816
CHAPTER XXXIV
818
Illinois
820
821 A foreign corporation cannot be dissolved
821
Business within the jurisdiction may be wound
822
Dissolution by State of charter
823
Suit after dissolution
824
Property after dissolution
825
Suit by or against statutory representatives
826
Incomplete dissolution
827
Indiana
828
OF THE RECHARTERING AND THE DISSOLUTION OF CORPORATIONS
887
Transfer or inheritance tax or probate duty
894
CHAPTER XXXI
932
Connecticut
1068
Delaware 18 District of Columbia
1073
Florida
1108
Iowa 614 Kansas
1123
Kentucky
1124
Michigan 389 Florida 403 Minnesota 390 Georgia 404 Mississippi 391 Hawaii 405 Missouri 392 Idaho 393 Illinois 394 Indiana
1134
Montana 407 Nebraska 408 Nevada
1135
Louisiana 617 Maine 618 Maryland
1140
Massachusetts 620 Michigan
1141
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Términos y frases comunes

Pasajes populares

Página 547 - To divide, withdraw, or in any manner pay to the stockholders, or any of them, any part of the capital stock of the corporation ; or to reduce such capital stock without the consent of the legislature ; or 3.
Página 130 - It is very true that a corporation can have no legal existence out of the boundaries of the sovereignty by which it is created. It exists only in contemplation of law, and by force of the law; and where that law ceases to operate, and is no longer obligatory, the corporation can have no existence. It must dwell in the place of its creation, and cannot migrate to another sovereignty.
Página 548 - ... intent to provide the means of making such payment ; or 4. To receive or discount any note or other evidence of debt with intent to enable any stockholder to withdraw any part of the money paid in by him on his stock ; or 5.
Página 172 - These contracts are not articles of commerce in any proper meaning of the word. They are not subjects of trade and barter offered in the market as something having an existence and value independent of the parties to them. They are not commodities to be shipped or forwarded from one state to another and then put up for sale.
Página 476 - Each stockholder of a corporation is individually and personally liable for such proportion of all its debts and liabilities contracted or incurred during the time he was a stockholder as the amount of stock or shares owned by him bears to the whole of the subscribed capital stock or shares of the corporation.
Página 492 - The shareholders of every national banking association shall be held individually responsible, equally and ratably, and not one for another, for all contracts, debts and engagements of such association, to the extent of the amount of their stock therein, at the par value thereof, in addition to the amount invested in such shares...
Página 147 - Having no absolute right of recognition in other states, but depending for such recognition and the enforcement of its contracts upon their assent, it follows, as a matter of course, that such assent may be granted upon such terms and conditions as those states may think proper to impose.
Página 500 - ... but the person pledging such stock shall be considered as holding the same, and shall be liable as a stockholder accordingly, and the estates and funds in the hands of such executor, administrator, guardian or trustee, shall be liable in like manner, and to the same extent as the testator or intestate. or the ward or person interested in such trust fund would have been, if he had been living and competent to act, and held the same stock in his own name.
Página 582 - ... for all the debts of the company then existing, and for all that shall be thereafter contracted...
Página 548 - ... shall be jointly and severally liable for all the debts of the company contracted while they are...

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