CORPORATIONS 807

(8) Notwithstanding any provision of this section, any such corpora-
tion which is organized for the purpose of, and substantially all the busi-
ness of which consists of, holding, investing or reinvesting in stock or
securities may, if so provided in its charter, redeem or purchase from its
stockholders shares of its own stock for not exceeding their proportionate
interests in the properties of the corporation, or for not exceeding the cash
equivalent of such proportionate interests.

(9) 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.

Purchase by Md. corporation of its own shares held to be valid when there was no
impairment of capital at time of purchase. McQuillen v. Nat. Cash Register Co., 27 F.
Supp. 639.

Cited in McQuillen v. Nat. Cash Register Co. (Judge Coleman, U. S. Dist. Ct. of Md.),
Daily Record, May 9, 1939.

This section makes lawful what theretofore was unlawful. On demurrer it will be
presumed, in absence of showing to contrary, that conditions precedent to making of
valid contract were complied with. R. & F. Products Corp. v. Rosenthal, 153 Md. 514.

See sec. 21.

Uniform Stock Transfer.

An. Code, 1924, sec. 51. 1912, sec. 38. 1910, ch. 73, sec. 37A (p. 67). 1927, ch. 376, sec. 51.

55.¹ Title to a certificate and to the shares represented thereby can be
transferred only:

(a) By delivery of the certificates indorsed either in blank or to a
specified person by the person appearing by the certificate to be the owner
of the shares represented thereby; or

(b) By delivery of the certificate and a separate document containing
a written assignment of the certificates or a power of attorney to sell,
assign or transfer the same or the shares represented thereby, signed by
the person appearing by the certificate to be the owner of the shares repre-
sented thereby. Such assignment or power of attorney may be either in
blank or to a specified person.

The provisions of this section shall be applicable, although the charter
or articles of incorporation, or code of regulations, or by-laws of the corpo-
ration issuing the certificate and the certificate itself, provide that the
shares represented thereby shall be transferable only on the books of the
corporation, or shall be registered by a registrar, or transferred by a trans-
fer agent.

Secs. 55-77 referred to in construing Emergency Bank Act (1933, Ch. 46). Hospelhorn
v. Poe, 174 Md. 273.

This section, et seq., held not to preclude Alien Property Custodian from compelling
issuance to him of seized stock certificates, though old certificates not surrendered. War
power of Congress. Hicks v. Balto. & Ohio R. Co., 10 Fed. (2nd), (D. Ct. Md.), 606
(decided prior to act 1927, ch. 376).

See notes to sec. 61.

Assignment of corporate stock, on separate paper, by which in terms one sells and
transfers in blank a named number of shares standing in his name and irrevocably ap-
points attorney to transfer same with full power of substitution, is sufficient to pass an
apparently clear title and right to pledge. Mylander v. Page, 162 Md. 265.

Sec. 76, referred to in connection with the contention that the endorsement of certifi-
cates of stock where the endorser retains possession of such certificates, transfers the
equitable title under this section; where after such endorsement by a man's wife cer-
tificates are delivered to her, with the intention and for the purpose of consummating

¹ In Baltimore Brick Co. v. Mali, 65 Md. 96, the court of appeals held under sec. 71
of Code of 1904 (repealed by act of 1916, ch. 596) that it was only when the transfer
was consummated upon the books of a corporation (if that be the requirement) that
relation of membership between corporation and old stockholder was destroyed and a
new relation created, and that a gift of stock inter vivos was not valid unless stock was
actually transferred on books of corporation during life of donor.