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$ 408. Every corporation organized under the laws of another State, Territory, or of a foreign country, which is now doing business in this State, or is maintaining an office herein, or which shall hereafter do business in this State or maintain an office herein, or which shall enter this State for the purpose of doing business herein, must file in the office of the Secretary of State of the State of California a certified copy of its articles of incorporation, or of its charter, or of the statute or statutes, or legislative, or executive, or governmental act or acts creating it, in cases where it has been created by charter, or statute, or legislative, or executive, or governmental act, and a certified copy thereof, duly certified by the Secretary of State of this State, in the office of the County Clerk of the county where its principal place of business is located, and also where such corporation owns property. [New section; approved March 21, 1905; in effect in sixty days.]

Note.-8$ 408, 409, 410. These sections codify the statute of 1901, page 108.

§ 409. For filing and issuing a certified copy as required in section four hundred and eight of this code, corporations formed under the laws of another State, or of a Territory, or of a foreign country, must pay the same fees as are paid by corporations formed under the laws of this State. [New section; approved March 21, 1905 ; in effect in sixty days.]

Note.-See note to $ 408.

§ 410. Every corporation organized under the laws of another State, Territory, or of a foreign country, which shall neglect or fail, within ninety days from the taking effect of this section, to comply with the conditions of sections four hundred and eight and four hundred and nine of this code, shall be subject to a fine of not less than five hundred dollars, to be recovered in any court of competent jurisdiction; and it is hereby made the duty of the Secretary of State, as he may be advised that corporations are doing business in contravention of sections four hundred and eight and four hundred and nine of this code, to report the fact to the Governor, who shall instruct the District Attorney of the county wherein such corporation has its principal place of business, or the AttorneyGeneral of the State, or both, as soon as practicable, to institute proceedings to recover the fine provided for in this section, and

the amount so recovered must be paid into the State Treasury to the credit of the General Fund of the State; in addition to which penalty, no foreign corporation which shall fail to comply with sections four hundred and eight and four hundred and nine of this code can maintain any suit or action in any of the courts of this State until it has complied with said sections; provided, that any such corporation which, prior to the 8th day of March, 1901, shall have complied with the provisions of the Act entitled "An Act to amend 'An Act in relation to foreign corporations,' approved April 1, 1872," approved March 17, 1899, is exempted from the provisions of this section and the two sections next preceding [New section; approved March 21, 1905; in effect in sixty days.]

Note.-See note to $ 408.

TITLE II.

Insurance Corporations. CHAP. I. General Provisions. $$ 414-421.

II. Fire and Marine Insurance Corporations. $$ 424-432. III. Mutual Life, Health, and Accident Insurance Corpo

rations. $$ 437-452. IV. Mutual Benefit and Life Associations. $$ 452a-453. V. To Discover Fire and Save Property and Human Life

from Destruction Thereby. $$ 453a-453c. VI. Life, Health, Accident, and Annuity or Endowment

Insurance on the Assessment Plan. $$ 453d-453p.

CHAPTER I.

GENERAL PROVISIONS.
Sec. 414. Subscriptions to capital stock opened, and how collected.

415. Purchase and conveyance of real estate.
416. Policies, how issued and by whom signed.
417. Dividends, of what, and when declared.
418. Directors liable for loss on insurance in certain cases.
419. Capital to be at least two hundred thousand dollars.
420. Exception, capital of one hundred thousand dollars.
421. Funds of, how invested.

421. Funds of, how invested. § 414. After the Secretary of State issues the certificate of incorporation, as provided in article one, chapter one, title one, of this part, the directors named in the articles of incorporation must proceed in the manner specified, or in their by-laws, or if none, then in such manner as they may by order adopt, to open books of subscription to the capital stock then unsubscribed, and to secure subscriptions to the full amount of the fixed capital; to levy assessments and installments thereon, and to collect the same, as in chapter two of title one provided.

§ 415. Purchase and conveyance of real estate. No insurance corporation may purchase, hold or convey real estate, except as hereinafter set forth, to wit:

1. The building in which it has its principal office and the land upon which it stands.

2. Also, such as may be requisite for its accommodation in the convenient transaction of its business.

3. Also, such as may be conveyed to it, or to any person for it, by way of mortgage, or in trust or otherwise, to secure or provide for the payment of loans previously contracted or for moneys due.

4. Also, such as may be purchased at sales upon deeds of trust, or judgments obtained or made for such loans or debts.

5. Also, such as may be conveyed to it in satisfaction of debts previously contracted in the course of its dealings.

All such real estate, mentioned in subdivisions three, four and five, so acquired, which is not requisite for the accommodation of such corporation in the transaction of its business, must be sold and disposed of within five years after such corporation acquired title to the same. [Amendment approved February 24, 1905; in effect in sixty days.]

$ 416. All policies made by insurance corporations must be subscribed by the president or vice-president, or in case of the death, absence, or disability of those officers, by any two of the directors, and countersigned by the secretary of the corporation. All such policies are as binding and obligatory upon the corporation as if executed over the corporate seal.

8 417. The directors of every insurance corporation, at such times as their by-laws provide, must make, declare, and pay to the stockholders dividends of so much of the net profits of the corporate business and interest on capital invested as to them appears advisable; but the moneys received and notes taken for premium on risks which are undetermined and outstanding at the time of making the dividend must not be treated as profits, nor divided, except as provided in chapter two of this title.

§ 418. If any insurance corporation is under liabilities for losses to an amount equal to its capital stock, and the president or directors, after knowing the same, make any new or further insurance, the estates of all who make such insurance, or assent thereto, are severally and jointly liable for the amount of any loss which takes place under such insurance.

§ 419. Every company, corporation, or association hereafter formed or organized under the laws of this State for the transaction of business in fire, marine, inland navigation, or life insurance, must have a subscribed capital stock equal to at least two hundred thousand dollars, twenty-five per cent of which must be paid in previous to the issuance of any policy, and the residue within twelve months from the day of filing the certificate of incorporation. No person, corporation, or association organized or formed under the laws of any other State or country, as a stock company, must transact any such insurance business in this State, unless such person, corporation, or association has a paid-up capital stock equal to at least two hundred thousand dollars in available cash assets, over and above all liabilities for losses reported, expenses, taxes, and reinsurance of all outstanding risks, as provided in section six hundred and two of the Political Code of this State. Nor must any person, corporation, or association, organized or formed under the laws of any other State or country as a mutual insurance company, transact any such insurance business in this State, unless such person, corporation, or association possesses available cash assets equal to at least two hundred thousand dollars, over and above all liabilities for losses reported, expenses, taxes, and reinsurance of all outstanding risks, as provided in said section six hundred and two of the Political Code of this State. [Amendment in effect April 1, 1878.]

64 Cal. 52.

§ 420. Every company, corporation, or association hereafter formed or organized under the laws of this State, for the transaction of business in any kind of insurancé not enumerated in section four hundred and nineteen of the Civil Code, must have a subscribed capital stock equal to at least one hundred thousand dollars, which must be paid in at the times and in the manner prescribed for the payment of the capital stock of a corporation organized under section four hundred and nineteen of said Civil Code. No company, corporation, or association, formed or organized under the laws of any other State or country as a stock company, must transact any such insurance business in this State without a paid-up capital stock of not less than one hundred thousand dollars in available cash assets, over and above all liabilities for losses reported, expenses, taxes, and reinsurance of all outstanding risks, as provided in section six hundred and two of the Political Code of this State. Nor must any company, corporation, or association, formed or organized under the laws of any other State or country as a mutual insurance company, transact any such insurance business in this State, unless such company, corporation, or association possesses available cash assets equal to at least one hundred thousand dollars over and above all liabilities for losses reported, expenses, taxes, and reinsurance of all outstanding risks, as provided in said section six hundred and two of the Political Code of this State. [New section, in effect April 1, 1878.]

§ 421. Corporations organized subsequent to April first, eighteen hundred and seventy-eight, under the laws of this State for the transaction of business in any kind of insurance, may in vest their capital and accumulations in the following named securities :

1. In the purchase of, or loans upon interest-bearing bonds of the United States government.

2. In the purchase of, or loans upon interest-bearing bonds of any of the States of the United States, not in default for interest on such bonds.

3. In the purchase of, or loans upon interest-bearing bonds of any of the counties and incorporated cities and towns of any State or Territory of the United States not in default for interest on such bonds.

4. In loans upon unincumbered real property, which shall be worth, at the time of the investment, at least, forty per cent more than the sum loaned, or upon merchandise or cereals in warehouse, but in no instance shall such loan be made in excess of seventy-five per cent of the security taken.

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