§ 415. Ohio.

"The constitution of the State lately provided that “the stockholders of a corporation . shall be deemed and held liable, in addition to their stock, in an amount equal to the stock by them subscribed or otherwise acquired to the creditors of the corporation to secure the payment of the debts and liabilities of the corporation." The term "stockholders," it is elsewhere provided, shall apply not only to such persons as appear by the books of the corporation to be such, but to any equitable owner of stock, although the stock appears on the books in the name of another." 225 The foregoing constitutional provision has however been repealed and the following substituted for it, which now applies to all obligations created after the adoption of the amendment. "In no case shall any stockholder be individually liable otherwise than for the unpaid stock owned by him or her." 226

"It shall not be lawful for the directors of any corporation organized under the laws of this State to make dividends except from the surplus profits arising from the business of the corporation. Every director who shall violate, or be concerned in violating, [this] provision shall be liable personally to the creditors and stockholders respectively of the corporation of which he shall be a director to the full extent of any loss they may respectively sustain from such violation." 227

A creditor seeking to charge either directors or trustees on account of any liability created by law may file his complaint in any court having jurisdiction. The court shall proceed as in other cases; if necessary it shall cause an account to be taken of the property and obligations of the corporation, and may appoint one or more receivers. If the corporation appears to be insolvent, the court may ascertain the respective liabilities of the directors, officers and stockholders, and en

225 Oh. Const. Art. 13, § 3; Stat. §§ 3258, 3259. 226 Amendment of 1903; See Oh. 1904, p. 390. 227 Oh. Stat. § 3269, ch. 1, 4 (85 Oh. L. 182).

force the same by its judgment. In all actions where directors or stockholders are made parties, judgment is rendered, and the corporation is insolvent, the court shall give notice to non-resident stockholders. It shall compel each stockholder to pay in the amount due and remaining unpaid on the shares of stock held by him, or so much as is necessary. If the debts still remain unsatisfied, the court shall ascertain the amount payable by each officer and stockholder and adjudge the amount payable by each. The receiver may be directed to sue in his own name as receiver, in other jurisdictions, to collect the amount found due from any officer or stockholder.228

416. Oklahoma.

"Each stockholder of a corporation is individually and personally liable for the debts of the corporation to the extent of the amount that is unpaid upon the stock held by him. Any creditor of the corporation may institute joint or several actions against any of its stockholders that have not wholly paid the capital stock held by him, and in such action the court must ascertain the amount that is unpaid upon the stock held by each stockholder and for which he is liable, and several judgment must be rendered against each in conformity therewith. The liability of each stockholder is determined by the amount unpaid upon the stock or shares owned by him at the time such action is commenced, and such liability is not released by any subsequent transfer of stock. And in no other case shall the stockholders be individually and personally liable for the debts of the corporation. The term 'stockholder,' as used in this section, shall apply not only to such persons as appear by the books of the corporation to be such, but also to every equitable owner of stock, although the same appear on the books in the name of another; and also to every person who has advanced the installments or purchase money of stock in the name of a minor,

228 94 Oh. L. 359.

so long as the latter remains a minor; and also to every guardian or other trustee who voluntarily invests any trust funds in the stock. Trust funds in the hands of a guardian or trustee shall not be liable under the provisions of this section by reason of any such investment, nor shall the person for whose benefit the investment is made be responsible in respect to the stock until he becomes competent and able to control the same; but the responsibility of the guardian or trustee making the investment shall continue until that period. Stock held as collateral security, or by a trustee, or in any other representative capacity does not make the holder thereof a stockholder within the meaning of this section, except in the cases above mentioned, so as to charge him with the debts or liabilities of the corporation; but the pledgor or person or estate represented, is to be deemed the stockholder as respects such liability." 220

"The directors of corporations must not make dividends except from the surplus profits arising from the business thereof, nor must they divide, withdraw, or pay to the stockholders, or any of them, any part of the capital stock; nor must they create debts beyond their subscribed capital stock, or reduce or increase their capital stock, except as specially provided by law. For a violation of the provisions of this section, the directors under whose administration the same may have happened (except those who may have caused their dissent therefrom to be entered at large on the minutes of the directors at the time, or were not present when the same did happen), are, in their individual and private capacity, jointly and severally liable to the corporation, and to the creditors thereof, in the event of its dissolution, to the full amount of the capital stock so divided, withdrawn, paid out, or reduced, or debt contracted; and no statute of limitations is a bar to any suit against such directors for any sums for which they are made liable by this section. There may, however, be a

229 Okla. Stat. § 975.

division and distribution of the capital stock of any corporation which remains after the payment of all its debts, upon its dissolution or the expiration of its term of existence. Any officer of a corporation who wilfully gives a certificate, or wilfully makes an official report, public notice, or entry in any of the records or books of the corporation, concerning the corporation or its business, which is false in any material representation, shall be liable for all the damages resulting therefrom to any person injured thereby; and if two or more officers unite or participate in the commission of any of the acts herein designated, they shall be jointly and severally liable."

11 230

"The directors of any corporation formed or existing under the laws of this Territory, after one-fourth of its capital stock has been subscribed, may, for the purpose of paying expenses, conducting business, or paying debts, levy and collect assessments upon the subscribed capital stock thereof, in the manner and form and to the extent provided herein. No assessment must exceed ten per cent. of the amount of the capital stock named in the articles of incorporation, except in the cases in this section otherwise provided for, as follows: First. If the whole capital of a corporation has not been paid up, and the corporation is unable to meet its liabilities or to satisfy the claims of its creditors, the assessment may be for the full amount unpaid upon the capital stock; or if a less amount is sufficient then it may be for such a percentage as will raise that amount. Second. The directors of railroad corporations may assess the capital stock in installments of not more than ten per cent. per month, unless in the articles of incorporation it is otherwise provided. Third. The directors of fire or marine insurance corporations may assess such a percentage of the capital stock as they deem proper. No assessment must be levied while any portion of a previous one remains unpaid, unless: First. The power of the corporation has been exercised

230 Ibid. §§ 970, 971.

in accordance with the provisions of this article for the purpose of collecting such previous assessment. Second. The collection of the previous assessment has been enjoined; or, Third. The assessment falls within the provisions of either the first, second or third subdivision [above]." 231

"The shareholders of every bank organized under this Act shall be additionally liable for the amount of stock owned and no more."

§ 417. Oregon.

11 232

"The stockholders of all corporations and joint-stock companies shall be liable for the indebtedness of said corporation to the amount of their stock subscribed and unpaid, and no more." 233

"If the directors of a corporation declare and pay dividends when the corporation is insolvent, or which renders it insolvent, or diminishes the amount of its capital stock, such directors shall be jointly and severally liable for the debts of the corporation then existing or incurred while they remain in office; or if such directors shall, by any official act or conduct, fraudulently induce any person to give credit to such corporation, they shall be liable in like manner to such person for any loss he may sustain thereby; but any director who voted against such dividend or such fraudulent act or conduct, if present, or who thereafter, as soon as the same came to his knowledge, filed his objections thereto, shall be exempt from such liability." 234

8418. Pennsylvania.

In addition to their liability for unpaid subscriptions, stockholders are liable as follows:

"The stockholders in each of said corporations shall be

231 Ibid. §§ 985-987.

232 Ibid. § 252.

233 Ore. Const. Art. 11, § 3.

234 Ore. Misc. L. § 3231.