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

Sampul Depan
W.J. Nagel, 1904 - 1149 halaman
 

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Indiana
24
Iowa
25
Kansas
55
Kentucky
57
Louisiana
58
Maine
60
Maryland
62
Massachusetts
64
Michigan
67
Minnesota
70
Mississippi
71
Missouri
72
Montana
74
Nebraska
75
Nevada
76
New Hampshire
78
New Jersey
79
New Mexico
83
New York
84
North Carolina
86
North Dakota
88
Ohio
89
Oklahoma 47 Oregon
90
Pennsylvania
91
Rhode Island
93
South Carolina
94
South Dakota
96
Tennessee
97
Texas
100
Utah
102
Vermont
104
Virginia
105
Washington
108
West Virginia
109
Wisconsin
111
Wyoming
112
Great Britain
113
Canada
115
New Brunswick 64 Nova Scotia
116
Ontario
118
Quebec
119
CHAPTER III
121
In what State is the corporation chartered
122
Residence of a corporation
124
Presence for purposes of jurisdiction
125
Habitancy under the Judiciary
130
Residence for purposes of process and suit
131
Location of a corporation within a State 78 Location of a corporation chartered by Congress
135
Citizenship of a corporation
136
Corporation as subject or alien 81 Personality of a corporation
138
TITLE II
139
A corporation is everywhere recognized as existing within
140
State of charter 103 A corporation may act outside the State of charter
141
Comity
142
The corporation of another State is a foreign corporation
143
What is recognized as a corporation
144
A corporation may exercise all its powers abroad
145
A foreign corporation may contract
146
A foreign corporation may become liable for tort
147
CHAPTER V
149
Acts beyond the power of domestic corporations
152
Corporations formed to act in foreign States only
154
Right to exercise a franchise
155
A foreign corporation may be excluded from a State 117 A foreign corporation may be admitted on terms
156
A foreign corporation is subject to law of the State in which it acts
159
What laws of a State apply to foreign corporations
161
Not exempted from local law by law of charter
162
CONSTITUTIONAL PROTECTIONS OF A FOREIGN CORPORATION
164
CHAPTER VII
185
Delaware
249
Ohio
280
Oklahoma
283
Oregon
285
Pennsylvania
289
Rhode Island
294
South Carolina
297
South Dakota
298
Tennessee
300
Texas
305
Utah
307
Vermont
309
Virginia
310
Washington
313
West Virginia
316
Wisconsin
319
Wyoming
322
Nova Scotia
323
Ontario
325
New Brunswick 196 Quebec
326
CHAPTER VIII
327
Statutes construed in accordance with the Constitution
328
single
329
continuous business action 206 What is doing business acting through agent
333
principal act outside State
334
exceptional doctrine in Alabama
336
taking part in suit 210 What is doing business question for the jury
337
Effect of compliance with the statute
339
Effect of noncompliance with the statute
340
Authorities holding the transaction valid
342
Authorities holding the transaction void
343
Arkansas
344
Legal proceedings upon noncompliance
345
CHAPTER IX
347
Prohibition by the State of situs
350
Conditions precedent to doing business
355
Mortmain Acts
357
Nevada
358
Taking real estate
359
360 New Jersey
360
Taking by way of security
361
Taking by devise or bequest
362
Taking by eminent domain
363
Taking personal property
364
Protecting a name
365
Exercising a franchise
367
Taking in trust 234 Conveying property
368
TITLE III
371
Foreign corporation has right to sue 243 Disabilities of alienage
372
Disabilities of incorporation Statutory requirements 245 Statute not expressly forbidding suit
373
Statute expressly forbidding suit
374
Suit by assignee
375
Statute subsequent to contract 249 Contract made outside State
376
Contract connected with interstate commerce 251 Right of action for tort
377
Protection of property
378
Right to crossaction and appeal
379
Right to sue and compliance with statute not alleged by plaintiff 255 Failure of plaintiff to comply with statute set up by defendant
382
Proof of compliance
383
Proof of incorporation
384
SUITS AGAINST CORPORATIONS 261 Foreign corporation cannot be sued without its consent
385
Theory of suit on ground of natural justice
386
Theory of suit on ground of presence
387
Foreign corporation may be sued by its consent
390
Appointment of agent to receive service of process
391
Implied consent by accepting conditional admission
392
Failure to comply with the statute and appoint agent
393
Service on the designated agent only
394
Statute must be exactly followed 270 Service on agent temporarily in the State
395
What agents may be served
398
Officer of the corporation
401
Managing agent
402
Local agent
403
Agent of railroad or steamboat company
404
Agent of insurance company 277 Agent of newspaper company
405
Agent under the English practice
406
Jurisdiction dependent on corporation doing business in State 280 Jurisdiction extends to all causes of action
407
Withdrawal of authority to receive service
408
Appearance in the suit
411
Jurisdiction in
412
Jurisdiction for garnishment
414
Who may sue a foreign corporation
415
Statute of limitations
418
CHAPTER XII
419
Allegations in affidavit for attachment 293 Allegations in the defendants pleadings
420
Return of service of process
421
TITLE IV
424
Existence of a corporation determined by State of charter
425
North Carolina
426
A foreign corporation cannot be dissolved 303 Contracts not declared void for misuser of power
427
Shareholder bound by general laws of State of charter
428
Management regulated by State of charter
430
Officers
431
Stock and stockholders
432
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
Stockholders meetings must be held within the State of charter
440
323 Statutory provisions for stockholders meetings
442
Directors may meet outside the State of charter
443
Statutory provisions for directors meetings
445
CHAPTER XV
446
Residence as qualification for directors
448
Executive committee 335 Resident officers required 336 Principal office of the corporation
449
Books to be exhibited to stockholders
450
Inspection of stockbooks by creditors
453
Examinations and special reports of corporate affairs
454
CHAPTER XVI
456
Payment for stock
459
Payment for bonds
462
provisions of various States 345 Preferred stock
464
Alabama 347 Connecticut
465
Delaware
466
Indiana
467
Kansas 351 Kentucky
468
Maine
469
Conversion of one kind of security into another
478
Corporation owning its own stock 373 Holding stock and bonds of other corporations
479
Votingtrust
482
Stock owned by a married woman 376 Attachment of corporate stock
483
CHAPTER XVII
486
District of Columbia
503
Florida
504
Georgia
505
Hawaii 392 Idaho
507
Illinois
510
North Carolina
559
North Dakota
563
Ohio
567
Oklahoma
568
Oregon 418 Pennsylvania
571
Rhode Island
573
South Carolina 421 South Dakota
578
422 Tennessee
580
Texas
581
Utah
582
Vermont
584
Virginia
585
Washington
586
West Virginia
587
Wisconsin
588
Wyoming
591
England
592
Canada New Brunswick Ontario
593
Nova Scotia
594
CHAPTER XVIII
595
Existence of liability determined by the State of charter
596
Liability for unpaid subscription
597
Statutory liability to the corporation
599
Direct absolute liability to the creditor
600
No recovery if procedure of form unsuitable
602
Recovery on contingent liability
604
Penal liability of stockholder 449 Directors liability as surety
607
Directors penal liability
609
Rule in the Supreme Court of the United States
610
Enforcement of judgment against the director
612
Statutory refusal to enforce individual liability
613
Procedure regulated by law of forum
614
Statute of limitations
615
Suit for contribution
616
TITLE V
617
person property and acts 463 Constitutional provisions complete taxation
620
Minnesota
621
Power to exempt from taxation
622
equality of taxation
623
Discriminating
624
Instrumentalities of the Federal government
625
Patents and copyrights
627
Double taxation
628
Separate taxation for State and local purposes 471 State boards of valuation
629
Foreign corporations
632
CHAPTER XX
634
Real estate and franchise as a unit
635
Taxation of tangible personal property
639
income
641
stock and bonds
642
money
644
credits
646
property in transit
647
vessels
648
rollingstock of rail ways
649
property temporarily in the State
650
credits in the hands of agents
652
mortgage debts
653
CHAPTER XXI
654
Intangible property with a real situs
655
Corporate capital 504 The corporate excess
656
Division of intangible property between States
658
Taxation of corporate property as a unit
659
The rule now established
662
Franchise tax 509 Privilege tax CHAPTER XXII
668
Alabama
669
Arkansas
672
California
673
California
675
Colorado
677
Connecticut
679
Delaware
683
District of Columbia
684
Florida
685
Georgia
687
Hawaii
688
Idaho
689
Illinois
691
Indiana
695
Iowa
696
Kansas
698
Kentucky
699
Louisiana
701
Maine
705
Maryland
707
Massachusetts
711
Michigan
713
Minnesota
715
Mississippi
717
Missouri 536 Montana
719
Nebraska
721
Nevada 539 New Hampshire
722
New Jersey
724
New Mexico
727
general principles
728
local taxation of capital stock
731
State
737
North Carolina
749
North Dakota
752
Ohio
755
Oklahoma 549 Oregon
757
general prin ciples 551 Pennsylvania tax on capital stock
760
Rhode Island
766
South Carolina 555 South Dakota
767
Tennessee
768
Texas
771
Utah
772
What amounts to a rechartering
773
Nature of the rechartered corporation
774
Vermont
775
Virginia
777
Washington
779
West Virginia
781
Wisconsin 564 Wyoming
785
England
786
New Brunswick
787
Nova Scotia
788
Ontario
789
Quebec
791
CHAPTER XXIII
792
assembling materials
798
controlling natural forces
801
Manufacture not merely incidental
803
BANKS 581 Taxation of national banks 582 Taxation of shares 583 Uniform taxation 584 Moneyed capital 585 Taxation of State banks
804
CHAPTER XXV
809
Tax on receipts
810
Discriminating tax on receipts against foreign companies
811
Combination of ordinary tax and tax on receipts
813
Combination of tax on receipts and license fees
816
Taxation of insurance companies in New York
817
Retaliatory taxes
819
15 Colorado
820
CHAPTER XXVII
866
CHAPTER XXVIII
887
CHAPTER XXIX
894
CHAPTER XXX
905
Property in transit or lately brought
906
Distinction between regulation and taxation of such property
909
Intrastate carriage connected with interstate commerce 746 Property awaiting export
911
Discriminating tax on foreign products 748 Vehicles of interstate commerce 749 Proportionate tax on vehicles as property
912
Tax on the business of interstate commerce 751 License fee for interstate business
915
License fee solely for intrastate business
916
Amount of such fee unimportant 754 Exception in case of publicservice companies
919
Taxation of franchise as property
920
Taxation of franchise of domestic corporation 757 Taxation of receipts from interstate commerce
922
Whether valid as franchise
923
Proportionate tax on entire property of corporation
926
Taxation of proportion of intangible property
928
Tax on special franchise granted by State 762 Tax as return for special police supervision
930
General conclusion
931
TITLE VI
932
Consolidation of corporations by one State
942
Effect on the constituent corporations
943
Consolidation by the joint act of two States 779 Nature of such consolidated corporation
945
Consolidation of a corporation which has been rechartered
948
Which constituent corporation is responsible for act of consolidated corporation
950
Suits by and against a consolidated corporation
952
Present difficulties in dealing with consolidated corporation
954
Statutory provisions for consolidation
956
Statutory provisions for holding corporations
958
CHAPTER XXXII
960
Receiver for corporation chartered in two States
962
Recognition of foreign receiver
963
Authorities forbidding suit by foreign receiver
964
Authorities permitting suit by foreign receiver
965
Competition of foreign receiver and domestic creditors 797 Competition of foreign receiver and foreign creditors
967
Competition of foreign receiver and creditors from his own State
968
Statutory successor may compete with creditors
970
Foreign receiver claiming as assignee
971
Foreign receiver claiming as legally entitled
972
Suit against foreigri receiver 803 Remedy where receiver not allowed to
973
Administration of assets by ancillary receivers
974
CHAPTER XXXIII
975
Assignments by authority of statute
976
Fund to secure domestic creditors
979
Marshalling assets
980
CHAPTER XXXIV
983
Dissolution by State of charter
984
Suit after dissolution
985
Property after dissolution
987
Suit by or against statutory representatives 827 Incomplete dissolution
988
Extension of power by foreign State
989
Connecticut
1068
Delaware 18 District of Columbia
1073
Georgia
1091
Idaho 1 611 Illinois
1093
Maryland 354 Massachusetts
1104
Michigan
1105
Florida
1108
Indiana 613 Iowa 614 Kansas
1123
Kentucky
1124
Michigan 403 Minnesota 404 Mississippi 405 Missouri
1134
Montana 407 Nebraska 408 Nevada
1135
Louisiana 617 Maine 618 Maryland
1140
Massachusetts 620 Michigan
1141
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Bagian yang populer

Halaman 553 - 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.
Halaman 136 - 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.
Halaman 554 - ... 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.
Halaman 178 - 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.
Halaman 482 - 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.
Halaman 498 - 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...
Halaman 153 - 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.
Halaman 506 - ... 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.
Halaman 588 - ... for all the debts of the company then existing, and for all that shall be thereafter contracted...
Halaman 554 - ... shall be jointly and severally liable for all the debts of the company contracted while they are...

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