NEW YORK (STATE) lAWS, STATUTES, ETC. KEW YOEK WON- PAR VALUE LAW. CJornfll Klum Bc\^no\ SItbraty Cornell University Library KFN5350.A335A2 1922 New York non-par value law ilncluding al 3 1924 021 908 342 New York Non- Par Value Law Including All Amendments Up to Date of Publication NOVEMBER 15, 1922 ©@iP^iyig^ liapil^ C^tMg^H^ 'OUCANIZEO WDEB THE B^r-KINC l.«w OF Nt«r YOU And Affiliated Companies with Offices at: PhUadelpfala St Uoli_ u».Aii«d« Ptroburftb BuBalo WBshtnftCon COMBINED RESOURCES APPROXIMATING A MILLION DOLLARS For PurpoM of :— To Eosure the Absolute Correctness of Which It— r^ Follows Legislation and Decisions AfTectinft Cor- porations, and Maintains Files oCLatest Forms, Prec- edents. Regulations, etc- of Every State Maintains Offices and Representatives in Every State and Territory of the U. S.and Province of Canada :s: Including a Special Agency and Staff at Albany, N. Y. Maintains a Special Organiza- tion at Washington to Follow AU Federal Activities Affecting Corporation! I TfaeCSongrcMloiial iTb* Federal TixlThe Federal Trade 1 The Federal Re- j Lct'Blxlv* Ascrrlees (Income A CommlulOD /\ serfC Act Service j Servla y \ and "War") / \ Serrlee The special Waihlnetoo Service New York Non- Par Value Law Including All Amendments Up to Date of Publication NOVEMBER 15, 1922 Compiled and Published fdr the Convenience of Counsel by 37 Wall Street, New York FOREWORD Shares of stock without par value have for many years been advocated by prominent thinkers as a remedy for the evil of over- capitalization. The dollar mark has been characterized as mis- leading, and the legal requirement that a share of stock have a nominal par value as wholly useless. The attention of investors has been diverted from the truth that a common share of stock of a corporation represents neither more nor less than a certain aliquot part, a one-thousandth or one-millionth or other fraction, accord- ing to the number of common shares, of the net value of the enter- prise over and above all debts and stock preferences. Messrs. Louis Marshall, Victor Morawetz, the late Francis Lynde Stetson, and the late Edward M. Shepard, of the New York bar, advocated the proposition of corporations having stock without par value, for many years. The commendation of Messrs. Hadley, Judson, Strauss, Fisher and Meyer in the report of the Railroad Securities Commission, of which they were the members, transmitted to the Congress in December, 191 1, brought the prop- osition prominently before the entire country. The New York State Bar Association early prepared an amendment to the New York Corporation Law which was finally enacted in 191 2. Since then the law has been amended several times. Copyright, 1922 The Corporation Trust Company / f 2Z STATE OF NEW YORK Chapter 694, Laws 1921 Approved May 11, 1921 AN ACT To amend the stock corporation law, in relation to corporations having shares of capital stock without nominal or par value, and the amendment of certificates of incorporation to permit the issuance of such shares. The People of the State of New York, represented in Senate and Assembly, do enact as follows: Section 1. Section nineteen of chapter sixty-one of the laws of nine- teen hundred and nine, entitled "An Act relating to stock corporations, constituting chapter fifty-nine of the consolidated laws," as added by chapter three hundred and fifty-one of the laws of nineteen hundred and twelve and last amended by chapter six hundred and eight of the laws of nineteen hundred and twenty, is hereby amended to read as follows: Sec. 19. Issuance of shares of stock without nominal or par value. Upon the formation of any stock corporation, other than a moneyed corporation, p rovision may be made for the issu ance of the shares of stock of such corporation of any one orj aore classes, without any nomind^or par value, by stating in the ^certificate of incorporation : ( 1 ) The number of sharg s with a nominal or par value and the number of share s witho ut a nominal or par value that may be issued by the corporation a nd th e classes if any into which such shares are to be divided, together with a statement jof_the_distinguishjng, pxfif er- ences, rights, privileges and restrictions of each class ; (2) The nominal or par value (which shall be the same for all shares of the same class) of shares other than shares which it is stated are to have no nominal or par value; (3) Either a. The amount of stated capital with w hich th e corporati on will begin business which amount shall not be less than fiye hundred '~'~~~~~ "'^ ■' " "X •■■'"' dollars; and that the corporation will carry on business with a stated capital which shall not be less than the aggregate amount of the preference to whiciTalT issued and j)utstanding stock having a prefer- ence as to principal is entitled, and in addition thereto an amount therein stated in respect to every share of stock issued and outstanding other than stock having a preference as to principal, which amount sliair not be less than five dollars fof each share and such additional amount as from time to time may by resolution of the board of directors of the corporation be transferred thereto; m_ b. The amount of stated capital with which the corporation^ will begin business which in no event shall be less than five hundred dollarsj and that the co rporati on will carry on b usiness with a sta ted capital consisting of the aggregate of the "amounts r eceived by it as consideration for the issuance of its shares widi_ no nominal or par value, the aggregate par value of all issued and^iitetanding shares, if any, having a nominal or par value, and such additionalamounts as from time to time may by resolution of the board of directors of the corporation be transferred thereto. Such statements in the certificate shall be in lieu of any state- ments prescribed by the law under which the corporation shall have been formed as to the amount or the maximum amount of its capital stock or the number of shares into which the same shall be divided, or of the amount or the par value of such shares. Subject to the preferences, rights, limitations, privileges and restrictions lawfully granted or imposed with respect to any stock or class thereof, each share of such stock with no nominal or par value shall be equal to every other share of such stock. Every certifi- cate for such shares without nominal or par value s hall have plain ly written or printed upon its face the number of such shares_which it represent, and no such certificate shall express any nominal or par vahje of such shares or express any rate of dividend fn terms of per- centage of any nominal or par value. The certificates for preferr ed shares shall state the amount, if any, wh i ch tHeholders of each of sucIT preferred IKares sHalT be entitled to receive on account of ^in- cipal fromjthe assets of the corporation in preference to the holders of other shares, and shall state briefly any other rights or preferences given to the holders of such shares. Subject to laws creating and defining the duties of the public service commission and the transit commission, such corporation may issue and may sell its authorized shares without nominal or par value from time to time, for such consideration as may be prescribed in the certificate of incorporation, or for such consideration as shall be the fair market value of such shares, and, in the absence of fraud in the transaction, the judgment of the board of directors as to such value shall be conclusive ; or in the absence of fraud in the transaction for such consideration as, from time to time, may be fixed by the board of directors pursuant to authority conferred in such certificate of incorporation; or for such consideration as shall be consented to or approved by the holders of a majority of shares then outstanding at any meeting called in the manner prescribed by the by-laws, provided the call for such meeting shall contain notice of such purpose. Any and all shares issued as permitted by this section shall be deemed fully paid and non-assessable and the holder of such shares shall not be liable to the corporation or to its creditors in respect thereof. Sec. 2. Section twenty of such chapter, as added by chapter three hundred and fifty-one of the laws of nineteen hundred and twelve and amended by chapter six hundred and six of the laws of nineteen hundred and twenty, is hereby amended to read as follows: Sec 20. Commencement of business; authorized debts. No cor poration aut horized to issue sh ares with no nominal or par value sha ll begin bus iness until the amount of ^ capital with which it wi ll begin business as stated in the certificate of incorporation shall have beenTfuliy paid in^ nor shall any such corporation, untijjthe capital with which it will c arry on business as stated in the certificate of incorporation shall have been fully paid in, mcur_any^debtsJnjg£oess of the amount of stated capital paid in a tthe time- jmdh-jdebtS-are contracted. In case of an increase of the stated capital with whi ch t£e corporation jKULcarry Q" J^Mgjfl^^^i-^^y^ incre^e of stated capital shal lbe d.eemed-jaaid^in to the extent of the amount of tHT^ets which the corporation has in money and property in excess of the former stated capitaT.""The directors of the "corporation assenting to the creation of any debt in violation of this section shall be liable jointly and severally for the debts oJF such corporation ; but no action shall be brought tinder the foregoing provision of this section luuess within one year after the debt shall have been incurred the cr editor shall have serve d upon the director written notice j)f intention to hold him personally liable for such debt. Any di rector who, because of any such liability under this section, shall pay any debt of the corpo- ration, shall be subrogated to all rights of the creditor in respect thereof against the corporation and its property and also shall be enti3ed to contributidri from all other directors of the corporation similarly liable for the same debt and the personal representative of any such director who shall have died before making such contri- bution. No su ch corporation shall declare or pay any dividend which shall reduce the amouirt of its stated capital. Tn case any such dividend shall be declared, the directors in whose administration the same shall have been declared, except those who may have caused their dissent therefrom to be entered upon the minutes of such meetings of direc- tors at the time or who were not present when such action was taken, shall be liable jointly and severally to such corporation and to the creditors thereof to the full amount of any loss sustained by such corporation or by its creditors respectively by reason of such dividend. Sec. 3. Section twenty-one of such chapter, as added by chapter three hundred and fifty-one of the laws of nineteen hundred and twelve and amended by chapter five hundred and one of the laws of nineteen hundred and seventeen, is hereby amended to read as follows : Sec. 21. Taxation. The tax pay able under section two hun- dred and seventy of the tax law in respect of any sale .or agrgement of sale or any memorandum of sale or delivery or Jransfer of shares or certificates of shares without nominal or par value hereafter issued by any such corporation issuing such shares shall be at the_ ratej)f two cents for each and every share of such stock so transferred. The franchise tax upon any corporation issuing such shares of stock payable under section one hundred and eighty-two of the tax law shalll_be determined by taking as a base such portion of the average f ~i capftal of the corporatio n and the av erage additionar^mount. if^ any, as has been paid as consideration for the issuance of its shares ofjtQckiSJits average gross assets employed in any business within this state bear to its entire average gross assets wherever emplJ^Tn business, and the rate of such franchise tax shall be fixed" in the manner provided in said section one hundred and eighty-two of the tax law. For this purpose the rate of dividends shall be computed by dividing the total amount of dividends which has been paid during the year by the amount of the average net assets of the corporation during the taxing year. Sec. 4. Section twenty-two of such chapter, as added by chapter three hundred and fifty-one of the laws of nineteen hundred and twelve, is hereby amended to read as follows: Sec. 22. Increase or reduction of shares or stated capital. Any corporation which is authorized to issue shares with no nominal or par value may amend its cer tificate of incorporat ion so as to i ncrease '^LJ'^ JE5^?S~t!lLJiyS}k?.L5''L?lHF® which it may issue, or so as to i ncrease or to red uce the amount of its stated capit al, with which it will carry on business as stated in its certificate of incorporation by filing, in the manner provided for the original certificate of incorpora- tion, a certificate of amendment under the seal of the corporation executed by its president or a vice-president and by its secretary or its treasurer, stating the amendment proposed and that the same has been duly authorized by a vote of a majority of the directors and also by the vote of the holders of at least a majority of the outstanding shares issued by the corporation, at a meeting of the stockholders called for the purpose in the manner provided in section sixty-three hereof, and by filing with such certificate of amendment a copy of the proceedings of such meeting, made, signed, verified and acknowl- edged by the president or a vice-president and by the secretary or the treasurer of the corporation; but an amendment cannot be made under this section unless as so amended the certificate of incorporation could lawfully have been filed under section nineteen of this chapter. In case of a reduction of the amount of stated capital with which a corporatiMi wHr"carry "on Dusiness as sjtated in ite^certificate of i ncorporatio n, a certificate setting forth the whole amount of the ascertained debts and liabilities of the corporation shall be made, signed,, verified and acknowledge^ by the president or a vice-president and by the secretary or the treasurer of the corporation and shaH be filed with the certificate of amendment; and such certificate of amendment shall h ave endM ^d~thereon the approval of the comp- ti^er to the effect that as so sUtea~1Sfie~feducea~amounFof Icapital is sufficient for the proper purposes of the corporation and is in excess of its ascertained debts and liabilities. Sec. 5. Section twenty-three of such chapter, as added by chapter three hundred and fifty-one of the laws of nineteen hundred and twelve, is hereby amended to read as follows: Sec. 23. Amount of capital stock and of shares within meaning of other laws. For the purpose of any rule of law or of any statutory (Continued on page 10) Wh£ The question of which state is best suite its corporation laws, for the incorporation c client's particular business is one that co must answer afresh for each proposed orga tion. Many different aspects of each case to be considered and compared. No attorney wishes to erect for his die corporate structure that under the stressf actual business operations, and the strain natural expansion and enlargements, will have to be altered or reinforced or reorgar altogether. To guard against such possibil and to insure that every corporation orgar shall stand as a monument to the organi attorney's siuU and foresight, require a ca balancing, in each case, of the peculiar condi involved and the particular interests at s< with the provisions of the corporation law the several states available for the organizi of the company. The Corporation Trust Company can b especially valuable assistance to counsel i those lines. Point No. 1 To Remember The policy of The Corporation Trust Company in all matters relating to the incorporation, qualification, statutory represen- tation, and maintenance of car- porations, is to deal exclusively with members of the bar. THiEg cacp tEitt Corpon IS I Chicaeo, 112 W. Adanufl Pittsbureh, Oliver BIdg. Washington, Colorado Bli Los Angeles, Title Ins. Bl Wilmington, dn Pont BU ( Corp. Trust Co. of Aii Portland, Me.. 281 St. Jok ate? as had thirty years of experience in assisting eys, many of them the greatest legal minds country. It has assisted in the incorpora- E domestic, and the qualification of foreign, ations in every state and territory of the i States and province of Canada. It is he statutory representative of corporations ctically every jurisdiction of North Amer- [t thus is always in close touch with the ed practice in each separate jurisdiction, ibmit quickly an accurate, complete sum- showing the comparative costs of incorpora- r qualification in any states being considered, as complete files of precedents and forms ch. : next time you have a company to incorpo- in any state — before you settle on the im- it details, telephone or write The Corpora- 'rust Company's nearest office. Simply say, :ct, "Now show me, without involving me ' charges or obligations, just how you can help to me in this incorporation and just it will cost me." ty hia, Land Title BHg. 3 State Street ration Registration Co.) , Fed. Res. Bank Bide. )inie Sav. Bank Bids. gency, 168 State St. gency, EUioott Sq. Bldg. Point No. 2 To Remember — The Corporation Trust Company is chartered under the banking law of New York and subject to the super- vision of the banking department. Its affiliated company is chartered under the trust company law of New Jersey and subject to the supervision of the banking department in that state. The combined resources of the two com- panies approximate one million dollars. 10 provision (other than as herein above specifically provided) relating to the amount of the capital stock of a corporation or the amount or par value of its shares, the stated capital of any corporation authorized to issue shares with no nominal or par value shall be deemed to be the capital stock of such corporation; and the amount or the par value of each share of stock having a preference as to principal shall be deemed to be the amount of such preference so spedfied in such certificate or such amended certificate; and the amount or the par value of each other share with no nominal or par value shall be deemed to be an aliquot part of the stated capital of the corporation which is in excess of (a) the aggregate par value of the issued and outstanding stock, if any, having par value, and, in addition thereto, a sum equivalent to the amount, if any, above such par value, which such stock shall be entitled under the conditions of its issue, to receive, in any distribution of capital and (b) the total amount of preference as to principal of shares with no nominal or par value having such preference. Sec. 6. Section twenty-four of such chapter, as added by chapter four hundred and eighty-four of the laws of nineteen hundred and seventeen, is hereby amended to read as follows: Sec 24. Amendment of certificate of incorporation. Any stock corporation, other than a moneyed corporation, heretofore or here- after organized under any general or special law of this state, having shares with nominal or par value may, by filing and recording, pur- suant to section five of the general corporation law, an amendment of its certificate of incorporation as herein specified, change such shares with nominal or par value or any class thereof, including authorized but unissued shares into shares with no nominal or par value. Such certificate shall be entitled and endorsed "Certificate of amendment pursuant to section twenty-four of the stock corporation law" (the blank space being filled in with the name of the corpora- tion) and shall state: 1. The name of the corporation and if it has been changed, the name under which it was originally organized. 2. The law under which the corporation was organized, by year of passage, chapter number, and article, if any. 3. The date on which, and the public office or oflSces in which its certificate of incorporation was filed. 11 4. The amount of capital stock authorized by its certificate of incorporation and if the amount has been changed, the date of filing of each certificate of consent authorizing a change, and the amount to which the capital stock was increased or reduced by such certificate of consent or in the case of a corporation having stock with no nom- inal or par value the number of shares authorized by, and the amount of capital stated in, its certificate of incorporation or reorganization or any certificate amendatory thereof. 5. The amount of each payment of taxes for the privilege of organizing or reorganizing or increasing the capital stock or the number of shares of the corporation. 6. The number of shares into which the capital stock has been divided, and, if classified, the number of the shares included in each class, together with the preferences or distinctive features of the shares of each class and in the case of shares having a par value, the par value thereof. 7. The number of shares of each class issued and outstanding. 8. The number of shares with no nominal or par value that may henceforth be issued by the corporation, which may be either less than, or equal to or in excess of the number of shares into which the capital stock was previously divided, and if the same are to be classi- fied the number of shares to be included in each class together with a statement of the distinguishing preferences, rights, privileges and restrictions of each class. 9. The terms upon which the new shares without nominal or par value shall be issued in place of the outstanding shares of stock. 10. The stated capital with which the corporation will carry on business, which shall be in all respects as required by subdivision three of section nineteen of this chapter. 11. It may also prescribe the consideration for which the corpora- tion may issue and sell its authorized shares, with no nominal or par value which are not issued in place of the outstanding shares of stock, or it may authorize the board of directors to issue and sell its author- ized shares from time to time, for such consideration, as shall be the fair market value of said shares, and, in the absence of fraud in the transaction the judgment of the board of directors as to such value shall be conclusive; or it may authorize the board of directors to issue and sell said shares for such consideration as, from time to time, may be fixed by said board. 12 Such certificate shall be either: (a) Signed and acknowledged by every stockholder of record of the corporation, or his duly authorized proxy, and shall have annexed an affidavit of the custodian of the stock book to the effect that the persons who have executed the certificate, in person or by proxy, con- stitute the holders of record of all of the shares of stock of the corpo- ration, irrespective of class, issued and outstanding, or; (b) Signed and acknowledged by the president or a vice-president and the secretary or treasurer of the corporation, who shall make and annex an affidavit stating that they have been authorized and directed to execute and file the certificate by the votes, cast in person or by proxy, of the holders of record of a majority of shares then outstand- ing, irrespective of any provision of the certificate of incorporation purporting to deny voting powers to the holders of any class of stock, at a meeting called and held upon written notice mailed to each stock- holder at least twenty days before the date set for the meeting and published once a week for at least two successive weeks in a newspaper published and circulating in the county wherein the principal office of the corporation is located ; and that such notice did expressly state the purpose of the meeting to be that of amending the certificate of incorporation of the corporation pursuant to section twenty-four of the stock corporation law, so as to permit the issuance of shares without par value, and did state the terms upon which the outstand- ing shares of stock were to be exchanged for the new shares. If any stockholder not voting in favor of the proposed amendment of the certificate of incorporation shall, at such meeting, or within twenty days thereafter, object thereto and demand payment for his stock, such stockholder or the corporation may, at any time within sixty days after such meeting take proceedings for the appraisal of the stock as provided under section eight of the business corporations law on the consolidation of corporations. Upon the payment by the cor- poration of the amount of such appraisal and the charges and expenses of the appraisers, such stockholders shall cease to have any interest in such stock and the corporate property of the corporation, and such stock may be held or disposed of by the corporation. The corporation shall be liable for and pay to any such objecting stockholder the amount of any award as finally sustained. Sec. 7. Section twenty-four-a of such chapter, as added by chapter four hundred and eighty-four of the laws of nineteen hundred and seven- teen, is hereby repealed. 13 Sec 8. Section twenty-four-b of such chapter, as added by chapter four hundred and eighty-four of the laws of nineteen hundred and seven- teen, is hereby repealed. Sec 9. Section twenty-four-c of such chapter, as added by chapter four hundred and eighty-four of the laws of nineteen hundred and seven- teen, is hereby renumbered twenty-f our-a and amended to read as follows : Sec 24-a. Liability upon existing obligations. The liability of the corporation, its ofScers, directors and stockholders for corporate debts contracted or obligations incurred prior to the filing of the certificate of amendment pursuant to section twenty-four of this chapter shall be unaffected thereby, but for the purpose of enforcing and recovering upon such claims creditors shall have the same right of recourse against the corporation, or against its officers, directors and stockholders individually that they would have had if the cer- tificate of incorporation had not been amended hereunder, and there shall be especially reserved and saved to such creditors all of the rights and benefits conferred by sections fifty-six to fifty-nine, inclusive, of this chapter, subject to the conditions, limitations and restrictions imposed by those sections. Except as provided by this section the new shares issued by the corporation shall be deemed fully paid and nonassessable and the holder of such shares shall not be liable to the corporation or to its creditors in respect thereof. Sec 10. Section twenty-four-d of such chapter, as added by chapter four hundred and eighty-four of the laws of nineteen hundred and seven- teen, is hereby renumbered twenty-four-b and amended to read as follows: Sec 24-b. Not to be construed as dissolution or reincorpora- tion. No proceedings taken under section twenty-four of this chapter shall be deemed to work a dissolution, or to create a new corporation or to interrupt in any way the continuity of existence of the corpo- ration affected. Sec 11. Section twenty-four- e of such chapter, as added by chapter four hundred and eighty-four of the laws of nineteen hundred and seven- teen is hereby renumbered twenty-four-c and amended to read as follows: Sec 24-C Tax upon amendment of certificate of incorpora- tion. Every corporation which shall obtain authority to issue shares with no nominal or par value in exchange for par value shares, in 14 accordance with the provisions of the next preceding sections, shall pay to the state treasurer for such privilege a tax of the same amount, and computed in like manner as upon the organization of a new cor- poration, authorized to issue shares of the same number and kinds, less one-half of the aggregate amount of all sums previously paid for the privilege of organizing or of increasing the capital stock, except that, if less than all the classes of outstanding stock shall be converted into shares with no nominal or par value, the credit shall be one-half of the sums previously paid to the state on account of the creation or issue of the stock so converted ; provided, however, that every corpora- tion which shall issue shares with no nominal or par value in accord- ance with the provisions of the preceding sections, shall pay a tax for such privilege, which in no case shall be less than twenty-five dollars. Neither the secretary of state nor the county clerk shall file any such certificate of amendment under this article until he is furnished with a receipt for such tax from the state treasurer. The public service commission and transit commission shall have authority and jurisdiction over the issue and sale of shares of stock with no nominal or par value of any public service corporations in the same manner and to the same extent as such commissions now have or hereafter may have with respect to shares of stock with par value and nothing contained in this act shall be construed to change or modify the jurisdiction of such commissions or to exempt or relieve a corporation from any requirement of law as to the amount in dollars of paid in capital in cash or otherwise which it must have at any time. Sec. 12. This act shall take effect immediately. IS Let Us Furnish You a Personal Representative at Albany — To ascertain, in an hour or two, the availability of any proposed corporate name, and inform you by telephone or telegraph immediately, thus saving you and your client days of waiting in uncertainty ; — ^To learn for you, at once and definitely, the changes necessary to make any proposed name available ; — ^To file certificate of incorporation and notify you same day, by telephone or telegraph, paying on the spot all fees, taxes and other expenses, thus avoiding the great delays so often caused by miscalculation of fees or errors in remittances; — To present personally for you your reports and tax returns or investigate your status before the State Tax Commission ; — ^To look up information in any state department, obtain certified copies of documents, or transact for you any of the many other items of business at the state capital that can be done in person more rapidly and accurately than by mail. The fees for these services are surprisingly small. Test out their effectiveness and convenience and economy the next time you have any business to be transacted at Albany. Telephone or write: 37 Wall Street, New York Telephone: HANOVER 2088 OR R. V. W. Vandervoort, Affent Frederick J. Knorr, Affeut Ellicott Square BIdg. 158 State Street Buffalo Albany Telephone: Seneca 5966 Telephone: Main 1260 16 £item NEW JERSEY JERSEY CITY, 16 Exchange Place JOHN R. Turner, Secretary OHTGAGO. IIZ W. Adams Street PITTSBURGH, Oliver Bldg. William R. Watson, Secretary Charles J. Ruebung, Ass't Sec. PHILADELPHIA, Land Title Building WASHINGTON, Colorado Building Warren N. Akers, Secretary PORTLAND, ME., 281 St. John St. A. B. Farneam, Secretary ST. LOTjnS, Federal Reserve Bank Building Joseph C. Cannon, Secretary BOSTON, 63 State Street (Corporation Registration Co.) Norhan J. MacGaffin, Secretary WILMINGTON, du Pont Building (Corp. Trust Co. of America) James E. Manter, Secretary LOS ANGELES. Title Insurance Building J. DisBROw Baker, Secretary DETROIT, Dime Savings Bank Building Ernest Mumster ALBANY, 168 State Street Frederic J. Knorr, Agent BUFFALO, Ellicott Square Bldg. R. V. W. Vandbrvoort, Agent DEPARTMENTS AND SERVICES Corporation Department Assists attorneys in the incorporation of companies, and in the licensing of foreign corporations to do business in every state and Canadian province; subsequently furnishes annual statutory representation service, including office or agent required by statute. Report and Tax Department Notifies attorneys when to hold meetings, pay state taxes and file corporation reports in every state and Canadian province. Trust Department Acts as trustee under deed of trust, custodian of securities, es- crow depositary and depositary for reorganization committees. Transfer Department Acts as registrar and transfer agent of stocki, bonds and notes. Legislative Department Furnishes reports on all subjects of legislation introduced or en- acted in Congress and of the daily action thereon. Federal Department Reports decisions of the United States Supreme Court and rulings of the various Government departments. Furnishes for common carriers agent at Washington to accept service of orders, process, etc., of Interstate Commerce Commission. Federal Income Tax Service Reports official rulings, regulations, opinions and decisions under the Federal income tax law. Federal War Tax Service Reports official regulations, etc., under the excess profits tax law and other strictly internal revenue tax laws, except the income tax law, due to the war. (Does not touch on law provisions and regulations having to do with wine, spirits, soft drinks, tobacco, narcotics or child labor.) New York Income Tax Service Reports regulations and decisions under the New York personal and corporation income tax law. Federal Trade Commission Service Reports official orders, rulings, complaints, etc., under the Fed- eral Trade Commission Act and Federal Anti-Trust Act (the Clayton Act). Federal Reserve Act Service Reports the Federal Reserve Act and the official regulations, etc., issued thereunder. Stock Transfer Guide and Service Embodies extracts from the statutes and decisions of the various states and jurisdictions relating to transfers of corporate stock by executors, administrators, and guardians. Gives uniform re- quirements of the New York Stock Transfer Association, inheri- tance tax rates, and law provisions showing whether or not it is necessary to procure waivers or court orders. Reports new and amendatory legislation affecting stock transfer!. Corporations — Anywhere No matter in what state or territory of the United States or province of Canada you may wish to incorporate a company for a client — No matter in what state or territory of the United States or province of Canada you may wish to qualify a client company to do business as a foreign corporation — The Corporation Trust Company will render you just the assistance for that state or terri- tory or province that you need. It can supply forms, precedents and outlines for any jurisdic- tion, can supply information on which to make a choice of the jurisdiction best adapted to your client's needs, and can attend to all the details for you in whatever jurisdiction you choose. The policy of The Corporation Trust Company in all matters relating to the incorporation, quali- fication, statutory representation, and mainte- nance of corporations, is to deal exclusively with members of the bar. S7 WaU Street, New York Affiliated \rith W^t Corporation ^xviii Companp ib^ittm IE Exchange Place, Jersey City CUcatEO, 112 W. Adams Street Philadelphia, Land Title Bldg. Pittabn^h, OBver Bld». Boston, 68 State Street Waahineton, Colorado BIdsr. (Corporation Kegistration Co.) }M Angeles, TiUe Ins. Bldg. St. Louis. Fed. Res. Bk. Bide. WiMngton, ^ Pont Bldg. Detroit, Dime Sav. Bank Bldg. (Corp. Trust Co. rf America) Albany Agency, IBS State St Portland, Me., 281 St Jdm St Buffalo Agency, iUlicott Sq. Bldg.