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in good faith and for the sole purpose of securing the payment of a debt to the pledgee, certificates of stock in a national bank and surrenders the certificates and takes out new ones in his own name, in which he is described as pledgee, and holds them afterwards in good faith as such pledgee as security for the payment of a debt, is not a shareholder, subject to the personal liability imposed upon stockholders by the statute.'

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§ 445b. California. The liability of a stockholder extends to every guardian or other trustee who voluntarily invests any trust funds in the stock. Trust funds in the hands of a guardian or trustee shall not be liable under the provisions of this section by reason of any such investment, nor shall the person for whose benefit the investment is made be responsible in respect to the stock until he becomes competent and able to control the same, but the responsibility of the guardian or trustee making the investment shall continue until that period. Stock held as collateral security, or by a trustee, or in any

1 Pauly v. State Loan & Trust Co., 165 U. S. 606, 622. Mr. Justice Harlan, delivering the opinion of the court, said: "It is true that one who does not in fact invest his money in such shares, but who, although receiving them simply as collateral security for debts or obligations, holds himself out on the books of the association as true owner, may be treated as the owner, and therefore liable to assessment when the association becomes insolvent and goes into the hands of a receiver. But this is upon the ground that by allowing his name to appear upon the stock list as owner he represents that he is such owner, and he will not be permitted, after the bank fails and when an assessment is made, to assume any other position as against creditors. If, as between creditors and the person assessed, the latter is not held bound by

that representation, the list of shareholders required to be kept for the inspection of creditors and others would lose most of its value. But this rule can have no just application when, as in this case, the creditors were informed by that list that the party to whom certificates were issued was not in fact, and did not assume to be, the owner of the shares represented by them, but was and assumed to be only a pledgee having no general property in the thing pledged, but only a right, upon default, to sell in satisfaction of the pledgor's obligation. Upon inspecting the stock registry of any list of shareholders or of transfers kept by the bank, creditors will know that they can not regard a pledgee as the actual owner."

2 Civ. Code, § 322; Borland v. Nevada Bank, 99 Cal. 89, 33 Pac. Rep. 737.

other representative capacity, does not make the holder thereof a stockholder within the meaning of this section, except in the cases above mentioned, so as to charge him with any proportion of the debts or liabilities of the corporation; but the pledgor, or person or estate represented is to be deemed the stockholder as respects such liability.

§ 446. Colorado.' No person holding stock in any corporation as executor, administrator, conservator, guardian or trustee, and no person holding such stock as collateral security, shall be personally subject to any liability as stockholder of such corporation, but the person pledging such stock shall be considered as holding the same, and shall be liable as a stockholder accordingly, and the estate and funds in the hands of such executor, administrator, conservator, guardian, or trustee shall be liable in like manner, and to the same extent, as the testator or intestate, or the ward or person interested in such trust funds would have been, if he had been living, and had been competent to act and held the stock in his own name.

§ 446a. District of Columbia.No person holding stock in such company as collateral security shall be personally subject to any liability as stockholder of such company, but the person pledging such stock shall be considered as holding the same, and shall be liable as a stockholder accordingly.

§ 447. Idaho.-Stock held as collateral security, or by a trustee, or in any representative capacity, does not make the holder thereof a stockholder, so as to charge him with the debts or liabilities of the corporation; but the pledgor, or person, or estate represented, is to be deemed the stockholder, as respects such liability.

§ 447a. Illinois.-No person holding stock in a railroad

'1 Mills' Annot. Stats. 1891, § 495. 2R. S. 1875, § 578; Comp. Stats. of

D. C. 1889, c. 15, § 62.

R. S. 1887, § 2609. But a trustee

voluntarily investing trust funds in stock is, to a certain extent, liable as a stockholder.

R. S. 1898, c. 32, § 23.

corporation as executor, administrator, guardian or trustee, and no person holding such stock as collateral security, shall be personally subject to any liability as stockholders of such corporation; but the person pledging the stock shall be considered as holding the same, and shall be liable as a stockholder accordingly.

§ 448. In Indiana' it is enacted that no person holding stock in any company, as executor, administrator, guardian, or trustee, or as collateral security, shall be personally subject to any liability as stockholder of such company, but the estate and funds in the hands of such executor, administrator, guardian, or trustee, shall be liable therefor, and the person pledging his stock as aforesaid shall be considered as holding the same.

Every such executor, administrator, guardian, or trustee, shall represent the share of stock in his hands, and vote as a stockholder, and every person who shall pledge his stock as aforesaid, may, nevertheless, represent the same at such meetings, and vote accordingly.

§ 449. Maryland.-No person holding stock in such corporation as executor, administrator, guardian, or trustee, and no person holding such stock as collateral security, shall be personally subject to any liability as stockholder of such corporation; but the person pledging the stock shall be considered as holding the same, and shall be liable as stockholder accordingly, and the estates and funds in the hands of such executor, administrator, guardian, or trustee, shall be liable in like manner, and to the same extent as the testator or intestate, or ward, or person interested in such trust fund, would have been if he had been living and competent to act, and held the same stock in his own name.

'Stats. 1876, p. 371, §§ 8, 9; Burns' R. S., §§ 3431, 3432.

2 R. Code 1878, p. 323, § 61; 1 Pub. Gen. Laws, p. 302, § 66; Matthews v. Albert, 24 Md. 527.

§ 450. Massachusetts.'-In transfers of stock as collateral security the debt or duty which such transfer is intended to secure shall be substantially described in the deed or instrument of transfer. A certificate of stock issued to a pledgee or holder of such collateral security shall express on the face of it that the same is so holden; and the name of the pledgor shall be stated therein, who alone shall be responsible as a stockholder.

It is held that a person who takes a certificate of stock in a corporation as collateral security for a debt is subject to any liability for the debts of the corporation for which other stockholders are liable unless the certificate shows that the shares are so holden; and the burden is on him to show the form of the certificate.2

§ 451. In Missouri' no person holding stock in a railroad corporation as executor, administrator, guardian, or trustee, and no person holding such stock as collateral security, shall be personally subject to any liability as a stockholder of such corporation; but the person pledging such stock shall be considered as holding the same, and shall be liable as a stockholder accordingly.

§ 451a. New Mexico.-No person holding stock as executor, guardian or trustee, or holding it as collateral security or in pledge, shall be personally subject to any liability as a stockholder of the company; but the person pledging the stock shall be considered as holding the same, and shall be liable as a stockholder accordingly."

§ 452. New York.-No person holding stock in any company, as executor, administrator, guardian, or trustee, and no

1 P. S. 1882, c. 105, § 25.

These decisions are overruled by

2 Barre Nat. Bank v. Hingham Mfg. the supreme court of the United States Co., 127 Mass. 563. in Burgess v. Seligman, 107 U. S. 20, 27 Alb. L. J. 256, 2 S. C. Rep. 10.

1 R. S. 1899, § 1041. For construction of this statute, see §§ 457, 458, and Fisher v. Seligman, 75 Mo. 13; Griswold v. Seligman, 72 Mo. 110.

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person holding such stock as collateral security, shall be personally subject to any liability as stockholder of such company; but the person pledging such stock shall be considered as holding the same, and shall be liable as a stockholder accordingly; and the estates and funds in the hands of such executor, administrator, guardian, or trustee, shall be liable in like manner and to the same extent as the testator, or intestate, or the ward, or person interested in such trust fund would have been, if he had been living and competent to act, and held the same stock in his own name.

§ 452a. North Dakota' and Oklahoma.'-Stock held as collateral security, or by a trustee, or in any other representative capacity, does not make the holder thereof a stockholder so as to charge him with the debts or liabilities of the corporation, but the pledgor, or person or estate represented is to be deemed the stockholder as respects such liability.

§ 453. Ohio. The term "stockholders,' as used in the statutes regarding personal liability, applies not only to such persons as appear by the books of the corporation to be such, but to any equitable owner of stock, although this appears on the books in the name of another. But a pledgee of stock is not a stockholder having the liabilities of a stockholder.*

Thus, a pledgee who holds a power of attorney to transfer the stock, but has never obtained a transfer on the books of the company or exercised any acts of ownership as to the stock, has not incurred the liabilities of a stockholder."

§ 454. Washington.-No person holding stock as executor, administrator, guardian, or trustee, or holding it as collateral security, or in pledge, shall be personally subject to any liability as a stockholder of the company; but the person pledg

R. Code 1895, § 2902.

2R. S. 1893, c. 17, ¶ 963.

Bates' Annot. R. S. 1898, § 3259; R. S. 1880, § 3259.

4 Henkle v. Salem Manuf. Co., 39 Ohio St. 547.

5 Henkle v. Salem Manuf. Co., 39 Ohio St. 547.

61 Codes & Stats. 1897, § 4268.

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