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100 CORPORATIONS. [ART. XXIII
been issued, of two-thirds of each class), outstanding and entitled to
vote, and in counting the shares necessary to authorize the issuance
of stock for services, or for property, no stock shall be counted, whose
owner or holder is interested in such services or property, nor any
stock which is merely subscribed for and payment for which is to be
made in services; (4) before issuing any such stock, authorized as
aforesaid, the president or vice-president and the treasurer or an assist-
ant treasurer shall execute and acknowledge a statement verified under
oath and in such form as may be prescribed or permitted by the State
Tax Commission, stating the minimum amount of cash for which such
stock is duly authorized to be sold or particularly specifying the nature
and character of the services or property (as the case may be) and
the value placed by the board of directors on such services or prop-
erty, for which such stock is duly authorized to be issued; (5) such
statement, together with a copy thereof, shall be delivered to the State
Tax Commission, which upon the payment, and not before, of the
recording fees for which provision is hereinafter made, shall receive
the same for record and endorse thereon the date and time of such
receipt and promptly record the same, and when recorded the State
Tax Commission shall transmit a copy thereof duly certified by it to
the clerk of the Circuit or Superior Court (according to the location
of the principal office of the corporation) by whom the same shall be
again recorded. At the time of receiving such statement for record
the State Tax Commission shall collect recording fees of five dollars;
two dollars of which shall be paid by it for recording the same to the
Clerk of the Circuit or Superior Court to whom such statement shall
be transmitted for recording as aforesaid; and for the balance it shall
account quarterly to the Comptroller and pay the same forthwith to
the State Treasurer for the use of the State. The recording of the
statement by the State Tax Commission shall be conclusive of the
payment of the fees required by law to be paid to it, except in a direct
proceeding for the collection of the same. A duly certified copy of
such statement from the records of the State Tax Commission or the
Circuit or Superior Court shall be prima facie evidence of the facts
therein set forth; (6) upon the receipt of such statement for record
by the State Tax Commission, the corporation may lawfully issue the
stock therein mentioned upon the terms therein stated; (7) the books
of the corporation shall be so kept as to show at all times what money
or property was received by the corporation or what services were ren-
dered to or adopted by the corporation for such stock and the number
and class of shares issued for the same.
The provisions of article 23, sections 61 and 62 of the code of 1888
would be nugatory if parties could purchase property, convey it to a cor-
poration in exchange for stock of the company and then have the directors
(the stockholders and directors being the same persons) pay them the
purchase money which they had paid for the property. Purpose of these
sections; terms of subscriptions thereunder are to be found in the proceed-
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