JOINT STOCK COMPANY. An associa tion of individuals for purposes of profit, possessing a common capital contributed by the members composing it, such capital be ing commonly divided into shares of which each member possesses one or more, and which are transferable by the owner. Shelf. Jt. St. Co. 1.
A quasi partnership, invested by statutes in England and many of the states with some of the privileges of a corporation. See Pennsylvania v. Mining Co., 10 Wall. (U. S.) 556, 19 L. Ed. 998 ; L. R. 4 Eq. 695.
A partnership whereof the capital is di vided, or agreed to be divided, into shares so as to be transferable without the express consent of the co-partners. Pars. Part. § 435.
Such associations are not pure partner ships, for their members are recognized as an aggregate body; nor are they pure cor porations, for their members are more or less liable to contribute to the debts of the collective whole. Incorporated companies are intermediate between' corporations known to the common law and ordinary corporations and partake of the nature of both. 1 Lindl. Partn., 1st ed. 6.
They are to be distinguished from limited partnerships chiefly in that there is, in a joint stock company, no dilectus personarum, that is, no choice about admitting partners, the shares are transferable without involving a dissolution of the association, the assignee of shares becomes a partner by virtue of the transfer, and the rights and duties of the members are determined by articles of as sociation, or in England by a deed of settle ment; 1 Pars. Contr., 8th ed. 144.
Joint stock companies may be formed without regard to the statutes, and the pro moters may choose to proceed solely upon their common-law rights and responsibilities ; People v. Coleman, 133 N. Y. 279, 31 N. E. 96, 16 L. R. A. 183; Spotswood v. Morris, 12 Idaho 360, 85 Pac. 1094, 6 L. R. A. (N. S.) 665. They are not illegal ; Howe v. Morse, 174 Mass. 491, 55 N. E. 213.
The relation of the stockholders to the company is settled by the articles of agree ment. They contribute the capital, select
the trustees and are entitled to a distribu tive share of the profits. They have no pow er to use the name of the company to inter fere with its business, or to bind it in any manner. This power they have voluntarily surrendered to the trustees ; In re Oliver's Estate, 136 Pa. 43, 20 Atl. 527, 9 L. R. A. (N. S.) 421, 20 Am. St. Rep. 894; Spotswood v. Morris, 12 Idaho 360, 85 Pac. 1094, 6 L. R. A. (N. S.) 665; 2 H. L. Cas. 520.
Generally the number of shares is fixed by the charter, but it is sometimes provided that there shall not be less than a certain number nor more than a certain number. In such cases it is left for the company to determine the number within the limits pm scribed ; Somerset & K. R. Co. v Cushing, 45 Me. 524; but where the charter fixes the amount of the capital stock, and provides that it may be increased from time to time at the pleasure of the corporation, the di rectors have no power to increase the amount of the stock, although the charter provides that all the corporate powers shall be vested in, and exercised by a board of di rectors, and such officers and agents as such board shall appoint ; Chicago City R. Co. v. Allerton, 18 Wall. (U. S.) 233, 21 L. Ed. 902.
In New York joint stock companies have all the attributes of a corporation except the right to have and use a common seal, and an action is properly brought for or against the president as such, and the judg ment and execution against him bind the joint property of the association, but do not bind his own property ; National Bank of Scbuylerville v. Van Derwerker, 74 N. Y. 234; People v. Coleman, 5 N. Y. Supp. 394, 970, affirmed 133 N. Y. 279, 31 N. E. 96, 16 L. R. A. 183 ; but it has been held that the provisions in the New York statutes are merely local in their operation, and that the members may be sued in other states as part ners ; Boston & A. R. v. Pearson, 128 Mass. 445; Frost v. Walker, 60 Me. 468.