which changes the title;' so that even an entry by the clerk of the corporation upon the deed of assignment that it has been received for record was not sufficient to protect the stock from attachment as the property of the assignor. But in equity the construction of this rule at law was somewhat modified. If a good reason for failure of an assignee of stock to procure a transfer on the books of a corporation could be shown, and he had done all that it was possible for him to do by giving notice of the assignment to the corporation, he was protected against subsequent attachments of the stock as the property of the assignor. It was said that the ground upon which stock sold but not legally transferred was open to attachment by the creditors of the vendor, was the same as that upon which personal chattels sold, but retained in the possession of the vendor, are liable to attachment as the property of the latter; and that the same circumstances which would excuse failure to take possession in the one case, would excuse a failure to perfect the transfer in the other. Therefore, where a secretary of a company refused to allow a transfer of shares upon the company's books because the shares were already subject · to attachment, and the owner made in good faith a written assignment of the stock, and lodged the instrument with the company, it was held that the title of the vendee was good against later attachments of the stock by the vendor's creditors.3 § 186. Delaware.-The shares of stock shall be deemed personal property and transferable on the books of the company in the manner provided by the by-laws; and whenever a transfer of shares shall be made for collateral security, and not 1 Marlborough Manufacturing Co. v. Smith, 2 Conn. 579; Northrop v. Curtis, 5 Conn. 246; Oxford Turnpike Co. v. Bunnel, 6 Conn. 552; Dutton v. Conn. Bank, 13 Conn. 493, 498; Shipman v. Etna Ins. Co., 29 Conn. 245. Turnpike Co., 3 Conn. 544; Dutton v. 8 Colt v. Ives, 31 Conn. 25, 81 Am. Dec. 161. 121 Laws (1899), c. 273, § 16. See Colbert v. Sutton, 5 Del. Ch. 294; Wilmington & Phila. Turnpike Co. v. Northrop v. Newton & Bridgeport Bush, 1 Har. 44. absolutely, the same shall be so expressed in the entry of the said transfer. § 187. District of Columbia.'-No transfer of stock shall be valid for any purposes whatsoever, except to render the person to whom it shall be transferred liable for the debts of the company, until it shall have been entered, in a book to be kept by the treasurer or secretary thereof, by an entry showing to and from whom transferred. § 188. Florida.-The stock of every corporation shall be deemed personal estate, and shall be transferable in the manner prescribed in the by-laws or regulations of the company; but no shares shall be transferred until all previous assessments thereon have been fully paid in. § 188a. Georgia.—Except as against the claims of the corporation, a transfer of stock does not require a transfer on the books of the company. § 188b. Hawaii.'-Whenever the capital stock of any corporation is divided into shares, and the certificates thereof are issued, transfer of the shares may be made by indorsement and delivery of the certificate. The indorsee shall be entitled to a new certificate upon surrendering the old one. And no such transfer shall be valid, except between the parties thereto, until such new certificate shall have been obtained, or the transfer shall have been recorded on the books of the corporation, so as to show the date of the transfer, the parties thereto, their places of abode, and the number and description of the shares transferred. § 189. Idaho.-Whenever the capital stock of any corporation is divided into shares, and certificates therefor are issued, R. S. 1875, p. 70, § 581; Comp. Stats. 1889, c. 15, § 65. 2R. S. 1892, §§ 2130, 2131; State v. Suwannee Co., 21 Fla. 1. Code 1895, § 1855; Southwestern R. Co. v. Thomason, 40 Ga. 408, 411. Civ. Laws 1897, § 2016. 5 R. S. 1887, § 2611. such shares of stock are personal property, and may be transferred by indorsement by the signature of the proprietor, or his attorney or legal representative, and delivery of the certificate; but such transfer is not valid, except between the parties thereto, until the same is so entered upon the books of the corporation as to show the names of the parties by and to whom transferred, the number, designation of the shares, and the date of the transfer. § 190. In Illinois it was formerly held that a transfer in pledge of certificates of stock in a company, whose by-laws provide that a transfer of stock shall only be made upon the books of the secretary on the presentation of the stock certificate, was not effectual as against a levy of execution by a creditor of the pledgor, made before the pledgee had obtained a transfer to himself upon the company's books. The decision was based upon a requirement of statute, that, in levying upon the shares of a stockholder, the sheriff should leave with the clerk, treasurer, or cashier of the company a copy of the execution; for unless the books of the company determined who is the owner of the stock, this provision would be useless.' The law was changed by an amendment of the statute in 1883, and now a pledge of a certificate of stock indorsed in blank and delivered is valid as between the parties and as against third persons having actual or constructive notice of the transaction, although the transfer of the title to the pledgee is not made on the books of the corporation. Any attachment is subject to an unregistered certificate held in pledge. § 190a. Indiana.'-Although the statutes do not expressly declare that transfers of shares of stock shall be invalid except as between the parties unless recorded in the books of the company, it is held that a delivery of bank stock, by a mere delivery of the certificates of stock in pledge, is insufficient to See § 378a, infra. 1 1 People's Bank v. Gridley, 91 Ill. 457, 11 Chicago L. N. 332. State v. First Nat. Bank, 89 Ind. Rice v. Gilbert, 173 Ill. 348, affirm- 302; Coleman v. Spencer, 5 Blackf. 197. ing 72 Ill. App. 649. constitute an effectual assignment of the stock, but that it must be transferred upon the books of the company. § 191. Iowa.'-A transfer of shares is not valid, except as between the parties thereto, until regularly entered on the books of the company, showing the name of the person by and to whom transferred, the numbers or other designation of the shares, and the date of the transfer; but such transfer shall not exempt the person making it from any liability of said corporation created prior thereto. Its books must be so kept as to show the original stockholders, their interests, the amount paid on their shares, and all transfers thereof; which books, or a copy thereof, so far as the items mentioned in this section are concerned, shall be subject to the inspection of any person desiring the same. When any shares of stock shall be transferred to any person, firm or corporation as collateral security, such person, firm or corporation may notify in writing the secretary of the corporation whose stock is transferred as aforesaid, and from the time of such notice, and until written notice that said stock shall have ceased to be held as collateral security, said stock so transferred and noticed as aforesaid shall be considered in law as transferred on the books of the corporation which issued said stock, without any actual transfer on the books of such corporation of such stock. In such case, it shall be the duty of the secretary or cashier of the corporation, or of the person or firm to which such stock shall have been transferred as collateral security, at once, upon its ceasing to be so held, to inform the secretary of the corporation issuing such stock of such fact. The secretary of the company whose stock is transferred as collateral shall keep a record showing such notice of transfer as collateral, and notice of discharge as collateral, subject to public inspection. No holder of stock as collateral security shall be liable for assessments on the same." 1 Code 1897, § 1626. 'Code 1897, § 1626. Except as provided above, a transfer of stock is not valid as against the levy of an execution until it is regularly entered upon the books of the company. Moore v. § 192. Kansas.'-The stock of any corporation created under the general corporation law is deemed personal estate, and is transferable only on the books of the corporation, in such manner as the by-laws may prescribe; and no person, at any election, is entitled to vote on any stock, unless the same shall have been standing in the name of the person so claiming to vote, upon the books of the corporation, at least thirty days prior to such election; but no shares shall be transferred until all previous assessments thereon shall be fully paid. § 192a. Kentucky. The shares of stock shall be transferred on the books of the corporation in such manner as the by-laws thereof may direct, and every person becoming a stockholder by such transfers shall, in proportion to his shares, succeed to all the rights and liabilities of prior stockholders. Under this provision a transfer of stock is valid, not only between the parties, but as against creditors, although not entered upon the books of the company; the provision of the statute requiring the transfer to be made on the books of the company being for the protection of the corporation and purchasers, and not creditors.9 § 193. In Louisiana it is provided by the code that notes, bills of exchange, stocks or obligations or claims on other persons may be pledged by delivery of the notes, bills, certificates. of stock, or other evidences of the claims or rights so pledged;" and it is accordingly held that shares of stock can not be pledged, unless they be evidenced by certificates, which must be transferred and delivered to the pledgee. It seems that it Marshalltown Opera House Co., 81 2 G. S. 1899, § 545. Thurber v. Crump, 86 Ky. 408, 6 S. W. Rep. 145; American Wire Nail Co. v. Bayless, 91 Ky. 94, 15 S. W. Rep. 10. And see Bank v. McNeil, 10 Bush 54; Kenton Ins. Co. v. Bowman, 84 Ky. 430, 1 S. W. Rep. 717; Kentucky Nat. Bank v. Avery, 30 Am. Law Rev. 234. Civ. Code, Art. 3158. 5 Lallande v. Ingram, 19 La. Ann. 364; Friedlander v. Slaughter-house Co., 31 La. Ann. 523; Pitot v. John |