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Joint-Stock Company

common, law and stockholders

JOINT-STOCK COMPANY (ante). Until within a recent period joint-stock corn Tallies in the states of the American union were organized according to the rules of the common law; but now they are formed generally under statutory provisions intended to secure the rights of stockholders and to protect the public from imposition. These pro visions are not precisely the same in all the states, though they have a common purpose -and rest upon a common principle. In the state of New York the law prescribes the mode of organization, and when the conditions have been complied with the company is not dissolved by the death of one or more of its stockholders, but only by judgment of a court for fraud or other adequate cause. They may purchase, hold, and convey real -estate within certain limitations growing out of the nature of their business; and, if the -association is composed of seven or more stockholders, it may sue or be sued in the name of its president or treasurer. If judgment against it in such a suit be returned

unsatisfied, then suits may be instituted against any or all of the shareholders individu ally as at common law. It is not a corporation in the usual sense, though possessing -certain corporate powers; it is rather an enlarged copartnership under special regulations. In some of the American states there are no joint-stock companies distinct from corpora. tions, but there are provisions for organizing similar associations, and modifying, for their benefit, the rule respecting the personal liability of the shareholders. Instead of following the example of England in assimilating partnerships to corporations, the laws here assimilate corporations to partnerships by making the shareholders personally responsible, to a greater or less degree, for the debts of the association; and this while the associations formed in accordance with the provisions of law axe designated as cor porations.