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The Annotated Code of the Public General Laws of Maryland, 1924
Volume 375, Page 679   View pdf image (33K)
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CORPORATIONS. 679

and such notice shall be mailed by the treasurer of the corporation to such
delinquent stockholder at his last known postoffice address at least twenty
days before such sale. If no bidder can be had to pay the amount due on
the stock, and if the amount is not collected by an action at law, brought
within the county or city where the principal office of said corporation is
located within six months from the date of the bringing of such action at
law, the said stock shall be forfeited to the corporation and the amount
previously paid in by the delinquent on the stock shall be forfeited to the
corporation.

For a case prior to the act of 1868, ch. 471, involving the forfeiture of stock and
the liability of the holder, see Murphy v. Patapsoo Ins. Co., 6 Md. 99, and note (a).
See notes to sec. 77.

An. Code, sec. 63. 1904, sec. 74. 1888, sec. 66. 1868, ch. 471, sec. 61. 1908, ch. 240, sec. 40.

76. Except in the case of banking corporations, for which provision is
made by section 39 of article 3 of the constitution, and except as provided
in section 77, and in the case of those classes of corporations for which
special provision is hereinafter made in this article, no stockholder in any
corporation of this State shall be liable for the debts thereof; and in no
case shall any person holding stock in any corporation of this State, which
shall be entered on the books thereof in his name as executor, administrator,
guardian, committee, trustee, receiver or pledgee, be individually subject
to any liability as stockholder, but the person pledging the stock, and the
estates and funds in the hands of such executor, administrator, guardian,
committee, receiver or trustee, shall be subject to the liability, if any, im-
posed upon the holders of the shares.1
See notes to sec. 77; see also sec. 47.

1 The following cases dealt with secs. 64 and 65 of An. Code, 1912 (repealed by act
of 1920, ch. 545):

64. Where subscription to stock of a loan company provides for payment in weekly
installments, it was held that fact that time for such payment was extended beyond period
of two years prescribed by act of 1868, ch. 471, sec. 59, was not a bar to action to
recover unpaid installments. The cause of dissolution mentioned in said act cannot
be taken advantage of collaterally, but only in a direct proceeding by State against cor-
poration. Frank v. Morrison, 55 Md. 406; Musgrave v. Morrison, 54 Md. 166; Booth v.
Campbell, 37 Md. 528.

The portion of sec. 72 of Code of 1904, relative to dissolution of corporation whose
stock was not paid in in four years, cited but not construed in Glymont Co. v. Toler, 80
Md. 287.

65. The portion of this section changing creditor's remedy against stockholders and
providing for abatement of pending suits, is not invalid under federal Constitution,
the remedy provided by this section being more effective than that provided by prior
law. Suits to enforce rights existing on June 1, 1908, held in view of sec. 135, not to be
affected by act of 1908, ch. 240. Pittsburg Steel Co. v. Baltimore Equitable Society, 113
Md. 79 (affirmed in 226 U. S. 457); Bettendorf Axle Co. v. Field, 114 Md. 487; Hall v.
Hughes, 119 Md. 493; Pittsburg Forge Co. v. Safe Dep., etc., Co., 116 Md. 697.

In a suit brought two weeks after the passage of a law, the validity of portion of law
making it applicable to suits instituted before its passage, cannot be raised. Act of 1908,
ch. 305, is constitutional, since, though legislature may not impair contracts, it may alter
remedies, provided such change does not substantially impair contract. The construction
given a statute by courts of state prior to time when persons became stockholders and
creditors, is binding on them. Nature of stockholder's liability. Republic Iron, etc., Co.
v. Carlton, 189 Fed. 126.

This section dealt with enforcement of rights of creditors as they then existed under
Code of 1904, and was effective until June 1, 1908, when act of 1908, ch. 240, became
operative. Hughes v. Hall, 117 Md. 551. And see Hall v. Hughes, 119 Md. 492.

 

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The Annotated Code of the Public General Laws of Maryland, 1924
Volume 375, Page 679   View pdf image (33K)
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