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pay the debts of such corporation, and shall be enforceable only by appropriate proceedings by such corporation or by a receiver, assignee or trustee of such corporation, acting under the orders of a Court of competent jurisdiction; provided, however, that this section shall not affect the rights of any creditor under the existing laws of this State against the stockholders who were liable to such creditors on April 6, 1908; and provided further, that nothing in this section shall be considered as a construction by the Legislature of the law hereby amended, and the capital stock so fixed and limited shall be paid in, onefourth thereof in one year, one-fourth in two years, one-fourth in three years, and one-fourth, or the balance, in four years, from and after the incorporation of said company, or such corporation may be dissolved; provided, however, that it shall be lawful for the trustees, directors or managers of any such corporation to collect and enforce the payment of all subscriptions to the capital stock as other debts are collected, after notice being given, as required by Section 78 of the Code of 1904; and if suit shall be brought by the trustees, directors or managers of any such corporation against all delinquent stockholders for the full amount of unpaid subscriptions within four years from the incorporation of said company, such corporation shall not be dissolved; and provided furthermore, that the provisions of this section shall not apply to any homestead or building asso. ciation.*
1908, ch. 305. 65. The exclusive remedy for the enforcement by creditors against stockholders of all rights existing under the preceding section as the same stood prior to April 6, 1908, and which were declared by said section as amended by the Act of 1908, ch. 305, not to be affected by the terms thereof as herein demanded, shall be, as against stockholders residing in the State of Mary
* Sections 63 and 66 constitute sections 40 and 41 of the Revised Corporation Act passed March 31, 1908, to take effect on June 1, 1908. Sections 64 and 65 constitute ch. 305 of the Acts of 1908 and were passed to take effect on April 6, 1908. They are operative only upon rights created before or existing on June 1, 1908, when the Revised Corporation Act went into effect. Pittsburg Steel ('o. vs. Equitable Society, 113 Md. 77; Bittendorf Co. vs. Field, 114 Md. 487. Act 1908, ch, 305, is constitutional. Pittsburg Forge & Iron Co. vs. Safe Deposit & Trust Co., 116 Md. 697. Pittsburgh Steel Co. vs. Baltimore Equitable Society, 226 U. S. 457. Hall vs. Hughes, 119 Md. 492.
land, by bill in equity in the nature of a creditor's bill filed against such stockholders by one or more creditors on behalf of themselves and all other creditors of the corporation who may come in and make themselves parties thereto, in a Court having jurisdiction within the limits of the county or city of Baltimore, in which, as the case may be, the principal office of the corporation is situated at the time of the filing of the bill, or in case any such corporation is situated at the time of the filing of the bill, or in case any such corporation has, by reason of having been placed in the hands of a receiver, or from any other cause, ceased to have any principal office at the time of the filing of the bill, then the bill shall be filed in a Court havirg jurisdiction within the limits of the county or the city of Baltimore in which, as the case may be, the said corporation had its last principal place of business; and to any such bill stockholders residing beyond the limits of the State of Maryland may become parties defendant, and upon so becoming parties shall not be proceeded against in any other State or territory or in the District of Columbia, in respect of any liability imposed by the said preceding section, as said section stood before the repeal thereof, and which existed on April 6, 1908. This section shall become operative as of July 1, 1907, and shall cause the abatement of all actions at law which shall have been brought against said stockholders since that date to enforce any liability created by the preceding section, as said section stood before the repeal thereof, and which existed on April 6, 1908; provided, however, that as to any plaintiff or plaintiffs in any of said abated suits, who shall, within sixty days from said April 6, 1908, become a party or parties to a bill in equity of the character mentioned in this section, then as regards the operation of the statute of limitations upon the claims so sued on, the time elapsed between the institution of said abated suits and the time of such plaintiff or plaintiff's becoming a party or parties to said bill in equity, shall be included in ascertaining the period within which suits are required to be brought by the said statute of limitations, the costs taxable to any plaintiff or plaintiffs in any action at law which shall be abated under the provisions of this section, the plaintiff or plaintiff's in which action shall become a party or parties to
a bill in equity under the provisions of this section, shall become a part of the costs taxable in the proceedings in said equity case.*
1904, art. 23, sec. 72. 1888, art. 23, sec. 64. 1868, ch. 471, sec. 59. 1872, ch. 325. 1908, ch. 240, sec. 41. 1916, ch. 596, sec. 12, par. 66.
66. Every stockholder of every corporation of this State shall be liable for the benefit of the creditors of said corporation for the amount of his subscription to the stock of said corporation, less the amount which he shall already have paid thereon, until he shall have paid said subscription, according to the terms thereof, in good faith; and in the event of the insolvency of the corporation, such liability shall be considered as an asset of the corporation and may be enforced by the receiver, trustee or other person winding up the affairs of the corporation, notwithstanding any release, agreement or arrangement short of actual payment which may have been made between the corporation and said stockholder. Nothing in this section shall be taken or construed as limiting or affecting the liability of stockholi!. ers in banking, safe deposit, trust and loan corporations. †
1908, ch. 240, sec. 42.
67. The directors of a corporation may, unless otherwise provided in the by-laws, determine the condition upon which a new certificate of stock may be issued in place of a certiticate which. is alleged to have been lost or destroyed. They may, in their discretion, require the owner of such certificate or his legal representative to give bond, with sufficient surety, to the corporation to indemnify it against any loss or claim which may arise
* See Murphy vs. Wheatley, 102 Md. 501 ; Coulbourn vs. Boulton, 100 Md. 350. The change in the form of the remedy has been upheld ; Bittendorf Co. vs. Field, 114 Md. 487; but see Miners and Mechan. Bank vs. Snyder, 100 Md. 57, 68 L. R. A. 312, and Myers vs. Knickerbocker Trust Co., 139 Fed, 111, 1 L. R. A. N. S. 1171 ; Mister vs. Thomas, 122 Md. 445, 456.
† Hall vs. Hughes, 119 Md, 487; Md. Trust Co. vs. Mechanics Nat. Bank, 102 Md. 625 ; Thompkins vs. Sperry, 96 Md. 580. See note to Art. 23, sec. 104 ; and Jrt. 23, secs. 64 and 6). Receiver's power to sue stockholders fro sums unpaid on subscriptions. Hughes vs. Hall, 117 Md. 547. See Pittsburgh Steel Co. vs. Baltimore Equitable Society, 226 U. S. 457. Hall vs. Hughes, 119 Md. 492.
by reason of the issue of a certificate in the place of the missing one. *
1912, ch. 78, sec. 42A. (p. 138). 67A. When a certificate of shares of the capital stock of any corporation formed under the laws of this State has heretofore been or may hereafter be issued to a person as agent or trustee and the stock ledger of such corporation does not disclose the principal or cestui que trust, and said certificate has been lost or destroyed and no person, except the administrator of the person to whom the said certificate was issued as agent or trustee, has made claim to it against said corporation for more than thirty years, and the said corporation has been a going concern for more than ten years during the aforesaid period of thirty years, and has declared more than five dividends upon its capital stock during the last thirty years, and the said dividends declared upon the shares of stock alleged to be lost or destroyed have not been paid to any person, and said, agent or trustee the holder of record of said certificate is dead, then and in such case the administrator of the person to whom th? alleged lost or destroyed certificate was issued as agent or trustee as aforesaid, and still being the holder of record of said certificate, shall after ten days' written notice to said corporation, demanding the issuance of a new certificate of stock to him as such administrator, be entitled to receive such new certificate in the place of the one alleged to be lost or destroyed in his name as administrator, and said administrator shall also be entitled to receive all dividends that may have been declarej upon such certificate or number of shares of stock alleged to be lost or destroyed and remaining unpaid. Such issuance an-1 delivery of a new certificate and the payment of said dividends by the corporation to the said administrator shall relieve such corporation from any and all liability whatsoever to any person claiming as the principal, cestui que trust, assignee, owner 0" holder of such certificate alleged to be lost or destroyed or the dividends payable in respect thereto, under the following conditions:
(a) After such administrator of such holder of record as
* Book Depository vs. Trustees, 117 Md. 86.
agent or trustee of said certificate of stock has given the aforesaid ten days' notice in writing to said corporation, he shall cause to be advertised in a newspaper published in the county or city where he was granted his letters of administration, once a week for four successive weeks, the fact that he gave (o said corporation the required ten days' notice in writing, and that a certificate for a certain number of shares of the capital stock of such corporation were more than thirty years ago issued to his intestate as agent or trustee, and that it is unknown to him who said principal or cestui que trust may be, and that no person except the administrator of such agent or trustee made claim to said certificate for more than thirty years, and that said certificate has been lost or destroyed, and also that the said stock represented by the said lost or destroyed certificate and all dividends payable in respect thereto are claimed by said administrator for the purpose of distributing and accounting for the same to the person or persons entitled thereto, and that further, at least two weeks after the last advertisement hereof, said administrator, unless said corporation issues and delivers unto him such new certificate in the place of the one lost or destroyed and pay over and deliver to him as such administrator all dividends payable in respect thereto, will insti. tute suit for the same, and said notice shall warn any and all persons, except said administrator, to produce to the said corporation on or before the expiration of two weeks after the last advertisement hereof as aforesaid, a statement in writing and under the oath of such claimant or his administrator, of the origin, circumstances and grounds upon which his claim as principal or cestui que trust to said stock and dividends is asserted, as well as the reasons for his delay in asserting title thereto.
(b) If, within said period of time for producing said statement to said corporation, such statement required as aforesaid, and satisfactory, under the provisions hereof to said corpora tions, be not forthcoming, the said corporation shall issue and deliver to said administrator a new certificate of stock in the place of that alleged to be lost or destroyed, and also deliver and pay over to him all dividends payable in respect thereto.