of the corporation similarly liable for the same debt and the personal representative of any such director who shall have died before making such contribution. No such corporation shall declare any dividend which shall reduce. the amount of its capital below the amount stated in the certificate as the amount of capital with which the corporation will carry on business. In case any such dividend shall be declared, the directors in whose administration the same shall have been declared, except those who may have caused their dissent therefrom to be entered upon the minutes of such directors at the time or who were not present when such action was taken, shall be liable jointly and severally to such corporation and to the creditors thereof to the full amount of any loss sustained by such corporation or by its creditors respectively by reason of such dividend. § 21. Taxation.-The organization tax payable under section one hundred and eighty of the tax law by any corporation issuing such shares without designated monetary value shall be at the rate of five cents on each such share which the corporation is authorized to issue, and a like tax upon any subsequent increase thereof. The tax payable under section two hundred and seventy of the tax law in respect of any sale or agreement of sale or any memorandum of sale or delivery or transfer of shares or certificates of any share without designated monetary value hereafter issued by any such corporation issuing such shares shall be at the rate of two cents for each and every share of such stock so transferred. The franchise tax upon any corporation issuing such shares of stock payable under section one hundred and eighty-two of the tax law shall be determined by the amount of the gross assets of such corporation employed in any business within this State, less such proportion of its liabilities as shall represent the ratio of its gross assets employed in any business within this State to its entire gross assets wherever employed in business, and the rate of such franchise tax shall be fixed in the manner provided in said section one hundred and eighty-two of the tax law. For this purpose the rate of dividends shall be computed by dividing the total amount of dividends which have been paid during the year by the amount of assets of the corporation upon the first day of such year. § 22. Increase or Reduction of Shares or Capital.-Any corporation formed or reorganized pursuant to section nineteen may amend its certificate of incorporation so as to increase or to reduce the number of shares which it may issue, or so as to increase or to reduce the amount of its stated capital, by filing, in the manner provided for the original certificate of incorporation, a certificate of amendment under seal executed by its president or a vice-president and by its secretary or its treasurer, stating the amendment proposed and that the same has been duly authorized by a vote of a majority of the directors and also by the vote of the holders of at least three-fifths of the outstanding shares of each class issued by the corporation, at a meeting of the stockholders called for the purpose in the manner provided in section sixty-three hereof, and by filing with such certificate of amendment a copy of the proceedings of such meeting, made, signed, verified and acknowledged by the president or a vicepresident and by the secretary or the treasurer of the corporation; but an amendment cannot be made under this section unless as so amended the certificate of incorporation could lawfully have been filed under section nineteen of this chapter. In case of a reduction of the amount of capital of a corporation, a certificate setting forth the whole amount of the ascertained debts and liabilities of the corporation shall be made, signed, verified and acknowledged by the president or a vice-president and by the secretary or the treasurer of the corporation and shall be filed with the certificate of amendment; and such certificate of amendment shall have endorsed thereon the approval of the comptroller to the effect that as so stated the reduced amount of capital is sufficient for the proper purposes of the corporation and is in excess of its ascertained debts and liabilities. § 23. Amount of Capital Stock and of Shares Within Meaning of Other Laws.-For the purpose of any rule of law or of any statutory provision (other than the foregoing sections nineteen, twenty, twenty-one and twenty-two) relating to the amount of the capital stock of a corporation or the amount or par value of its shares, the aggregate amount of the capital stock of any such corporation formed pursuant to section nineteen hereof shall be deemed to be the aggregate amount specified in the certificate or amended certificate of incorporation or of reorganization as the amount of capital with which the corporation will carry on business; the amount or the par value of each share of preferred stock having a preference as to principal shall be deemed to be the amount thereof so specified in such certificate or such amended certificate; and the amount or the par value of each other share shall be deemed to be an aliquot part of the aggregate capital so specified in such certificate or in such amended certificate in excess of the specified amount (if any) of the preferred stock therein authorized to be issued with a preference as to principal. SECTION 2. This act shall take effect immediately. Approved by the Governor April 15, 1912. *Adapted from Information for Corporation Lawyers, issued by the Registrar and Transfer Company. 1 Above tax is on authorized capital. Sundry fees for recording charter Above tax is on stock issued and outstanding. Manufacturing and mining License tax on a foreign corporation is the same as tax on a New Jersey Sundry fees for recording certificate, etc., about $18. Above tax is on The above is estimated for a corporation paying dividends at the rate of License tax on foreign corporations 3% on proportion of income represented by proportion of capital employed in States or one-eighth of one per cent. on capital employed within the State. See text of law. Above tax is on authorized capital. Sundry fees for recording, etc., about $20. Above tax is on authorized capital stock. Manufacturing or mining corporations having at least fifty per cent. of their capital stock issued and outstanding invested in manufacturing or mining within the State are exempt from the tax. No license tax on foreign corporations is collected. The annual tax is figured as follows: Authorized Capital Stock not exceeding $25,000... Inactive companies to pay only half of above tax. 1 Above tax is on authorized capital. Sundry fees for recording, etc., 2 Above tax is on authorized capital. When the authorized capital does Inactive companies excused from taxes. Certificate must be approved by 3 The above are on authorized capital. Meeting of stockholders.. Acknowledgment of charter Principal office. Books at principal office. Cumulative voting. { COMPARISON OF SO-CALLED INCORPORATING STATES*- -Continued DELAWARE MAINE unlimited. Maxi Minimum, $2,000 Maxi-Minimum, limited. Maxi Minimum, $500. Three or more. etc. mum Money, services or prop-Money, stock, services, erty. Unpaid balance on stock. Outside of state if by- No requirements. Notary Public, etc. County Clerk and Secre-] Secretary of State and ] Secretary of State and of State } property. Three or more. Registrar of Deeds and Secretary of State, Corp Secretary porate records. Stock register and Anywhere. Three or more. All stockholders. County Clerk After certificate is filed Perpetual or for term. cor-No requirements. No requirements. No statutory provision. On or before June 1. |