CORPORATIONS 787

have been changed shall retain the classification obtaining before such
retirement; provided, however, that, if under the charter the shares so
retired may not be reissued, the authorized capital stock of the class to
which such shares belong shall be deemed to have been reduced by the
number of shares of such stock so retired.

(6) A reduction in the amount of the issued capital stock heretofore or
hereafter made may be made the basis of distributions or payments to
stockholders and of releases of the liability of stockholders whose shares
have not been fully paid, to the extent of any surplus thereby created,
provided the assets of the corporation remaining immediately after such
distributions or payments or releases shall be not less than the debts of the
corporation plus the amount of its issued capital stock as reduced. If
any such reduction is made the basis of distributions or payments which
reduce the assets of the corporation to an amount less than its debts plus
the amount of its issued capital stock as reduced, the stockholders shall
severally be and remain liable to the corporation or its receiver, trustee or
other person winding up its affairs to the extent of the excessive distribu-
tions or payments to them respectively for the debts of the corporation
existing at the time of such reduction.

(7) Except in the case of shares subject to redemption retired by pur-
chase for retirement under paragraph (2) of Section 54 or by redemption
and jn the case of shares convertible into shares of another class retired by
the conversion thereof, no reduction of the issued amount of capital stock
shall be made except in the manner provided and subject to the provisions
of this section.

(8) Nothing in this section shall be taken or construed as limiting or
affecting the liability of stockholders in banking, safe deposit, trust or
loan corporations.¹

See notes to secs. 31, 43 and 403.

An. Code, 1924, sec. 33. 1912, sec. 29. 1904, secs. 45, 46, 47. 1888, sec. 39. 1868, ch. 471,

sec. 36. 1892, ch. 666, sec. 39A. 1896, ch. 410, sec. 39B. 1908, ch. 240,

sec. 29. 1916, ch. 596, sec. 29. 1920, ch. 327, sec. 29.

1935, ch. 551, sec. 33.

33. Any one or more corporations of this State having capital stock,
heretofore or hereafter incorporated, may be consolidated with another
such corporation of this State to form a new corporation, or may be
merged into another such corporation of this State, in the manner fol-
lowing:

(1) If a consolidation into a new corporation is to be effected, there
shall be an agreement of consolidation in which shall be set forth: (a) that
the consolidating corporations have agreed to consolidate and thereby
form a new corporation; (b) all other matters and facts required to be
stated, and any further provisions which might be made, in a certificate of
incorporation; (c) the total amount of the authorized capital stock of each
of the consolidating corporations; (d) the total amount of capital stock
of the new corporation to be issued for stock of the consolidating corpora-
tions, which amount may be greater or less than the total amount of the
stock of the consolidating corporations then outstanding; (e) the terms and
conditions of the proposed consolidation and the mode of carrying the
same into effect, specifying the total amount of capital stock of each class
of the new corporation to be issued for stock of each class of the con-

¹ See footnote to sec. 23.