JOINT STOCK COMPANY, or ASSO CIATION. The usual definition in law of this term is that a joint stock company is an association of individuals for the purposes of profit, possessing a common capital, being di vided into shares, of which each member pos sesses one or more, and which are transferable by the owner. It is distinguished from ordi nary partnerships in that the death or with drawal of an ordinary partner brings a dissolu tion of the firm, whereas in the case of joint stock companies death or withdrawal of inter est does not involve dissolution. The members of a joint stock company, contrary legislation absent, are liable for all debts of the associa tion the same as partnership members, and a similarity exists respecting other essential features. The joint stock company is distin guished from a corporation inasmuch as in the latter case its shareholders are liable for the debts of the company only to the extent of the share of the capital stock actually contributed by them, whereas members of a joint stock company are liable to contribute to the debts of the company. With these exceptions both forms of association are similar. Statutory enactments in England and the United States have been passed regulating their government. In England the Companies Act of 1862 provides •any seven or more persons associated for any lawful purpose may, by subscribing their names to a memorandum of association, and otherwise complying with the requisitions of the act in respect to registration, form an incorporated company, with or without limited liability? In cases where the intention of the company is that its members shall be subject only to lim ited liability the word "Limited" has to be stated in the company's title. Joint stock com panies have been formed in large numbers un der this law and •have become one of the most important forms of commercial exploitation in England. In the United States statutes have been passed regulating the organization, gov ernment and management of joint stock com panies, fixing the minimum number of members, authorizing the companies to sue or be sued in their own name, providing for the methods of management and establishing the extent of the liability of the members. The usual require
ments mentioned in these statutes are that they record articles of association together with names of the members, amount of capital, name of company and character and location of the business. in general it may be asserted that at least one meeting of the members each year is provided by law or the articles of the associa tion, timely notice being given the members as to time and place of said annual meeting. At this annual meeting the stockholders elect their officers by vote. A statute securing to minority stockholders in corporations the power of elect ing a representative in the board of directors does not apply to joint stock associations unless so incorporated in its articles. Contracts with joint stock associations can be made only with the officers or managers as stated in the asso ciations' articles or as contained in the statute. As a joint stock company has the character and power, substantially, of a corporation, it may be served with process in a foreignJuris diction. All the members, statutory regulation being absent, are parties to an action either by or against a joint stock association. While suit against members or officers individually is not valid, statutes generally provide that suits may be instituted in the name of a designated officer, as the president or treasurer of the company. But if Judgment is properly rendered against a president as such, it does not bind his individual property. Dissolution is usually by consent of the members mutually, but the consent must be unanimous if the asso ciation is formed for a special period. Joint stock companies have not gained such popu larity here as in England, the laws of corpora tions being less drastic in the United States than in England. Consult Birdseye, New York Statutes,) article °Joint Stock Associations') York 1901) ; Hurrell and Hyde, 'Law of oint Stock (London 1898) ; Lind ey, The Law of (ib. 1889); Scott, The Constitution and Finance of Eng lish, Scottish and Irish Joint Stock Companies to 1720, Vols. I-III) (Cambridge 1910-12); Lomnitz, H., 'Die Systematische Beurbeiting der Veroffentlichungen von aktiengessell schaften> (Leipzig 1908). See CORPORATIONS, HISTORY; CORPORATIONS, LEGAL.