tate, 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, unless it appears that such executor, administrator, guardian or trustee voluntarily invested the trust funds in such stocks, in which case he shall be personally liable as a stockholder.

See L. 1848, c. 37, §§ 10, 11, 15; L. 1848, c. 40, §§ 10, 11, 16, 18, 24; L. 1848, c. 259, § 2; L. 1848, c. 265, § 10; L. 1850, c. 140, §§ 10, 11; L. 1852, c. 228, §§ 5, 6, 7, 8, 9; L. 1853, c. 117, §§ 10, 11; L. 1853, c. 117, §§ 16, 18, 24; L. 1853, c. 135, § 14; L. 1854, c. 232, § 10; L. 1854, c. 232, §§ 12, 16, 18; L. 1857, c. 546, §§ 11, 16, 18; L. 1861, c. 149, § 2; L. 1867, c. 971, § 8; L. 1867, c. 974, §§ 10, 11; L. 1872, c. 248, § 3; L. 1872, c. 820, §§ 9, 10; L. 1874, c. 143, §§ 10, 13; L. 1874, c. 288, § 4; L. 1875, c. 606, §§ 12, 15; L. 1875, c. 611, §§ 23, 25; L. 1877, c. 228, § 3; L. 1878, c. 203, §§ 11, 12; L. 1890, c. 564, § 57; L. 1892, c. 688, § 54; L. 1901, c. 354.

See 180 N. Y. 254; 155 N. Y. 145; 158 N. Y. 157; 45 App. Div. 241, 499; 48 App. Div. 12; 49 App. Div. 589; 88 App. Div. 401; 83 App. Div. 534.

Prior to the amendment of 1892, stockholders were liable under § 54 until a certificate of the payment of the capital stock was filed and recorded. L. 1892, c. 688, altered their liability as follows: “The stockholders of every stock corporation shall, jointly and severally, be personally liable to its creditors, to an amount equal to the amount of the stock held by them respectively, for every debt of the corporation, until the whole amount of its capital stock issued and outstanding at the time such debt was incurred shall have been fully paid." The nature of this liability was again very greatly changed and diminshed by L. 1901, c. 354, in two important respects. Stockholders are now liable:

(1) In an amount not exceeding the amount unpaid on the stock held by them, and not for its par value (see 155 N. Y. 145).

(2) Only for corporate debts contracted while such unpaid stock was so held, and not, as formerly, for every debt of the corporation incurred while the whole amount of capital stock issued and outstanding remains unpaid.

The liability to "laborers, servants, or employes other than contractors," remains as it has existed since the law of 1890. The qualifications of this liability should be carefully noted. See 158 N. Y. 157, 526.

55. Limitation of stockholder's liability.-No action shall be brought against a stockholder for any debt of the corporation until judgment therefor has been recovered against the corporation, and an execution thereon has been returned unsatisfied in whole or in part, and the amount due on such execution shall be the amount recoverable, with costs against the stockholder. No stockholder shall be personally liable for any debt of the corporation not payable within two years from the time it is contracted, nor unless an action for its collection shall be brought against the corporation within two years after the debt becomes due; and no action shall be brought against a stockholder after he shall have ceased to be a stockholder, for any debt of the corporation, unless brought within two years from the time he shall have ceased to be a stockholder.

See L. 1848, c. 37, § 17; L. 1848, c. 40, §§ 10, 24; L. 1848, c. 265, § 10; L. 1852, c. 228, § 8; L. 1853, c. 117, § 24; L. 1857, c. 546, § 20; L. 1875, c. 611, §§ 23, 25; L. 1877, c. 228, § 3; L. 1890, c. 564, § 58; L. 1892, c. 688, § 55.

This section has remained the same since L. 1890, c. 564; the amendment of 1892 merely changed its number.

See 89 N. Y. 334; 124 N. Y. 25; 145 N. Y. 84; 152 N. Y. 121; 155 N. Y. 145; 157 N. Y. 166; 87 App. Div. 312; 45 App. Div. 314.

§ 56. Increase or reduction of number of shares.The number of shares into which the capital stock of any stock corporation is divided may be increased or reduced by a two-thirds vote of all stock duly represented at a meeting held and conducted in like manner, and upon filing a like certificate, as required for the increase or reduction of its capital stock. If such increase or reduction of the number of shares be so authorized, the corporation shall issue to each stockholder certificates for as many shares of the new stock as equal in par value the shares of the old stock held by him, upon sur

render and cancellation of such old stock. This section does not authorize the increase or reduction of the capital stock of such corporation.

Added by L. 1893, c. 196; amended by L. 1901, c. 354.

See also L. 1866, c. 73; L. 1884, c. 397.

For form of certificate of increase or reduction of the number of shares, see form VIII, post, page 184, note.

§ 57. Voluntary dissolution.-Any stock corporation, except a moneyed or a railroad corporation, may be dissolved before the expiration of the time limited in its certificate of incorporation or in its charter as follows: The board of directors of any such corporation may at a meeting called for that purpose upon, at least, three days' notice to each director, by a vote of a majority of the whole board, adopt a resolution that it is in their opinion advisable to dissolve such corporation forthwith, and thereupon shall call a meeting of the stockholders for the purpose of voting upon a proposition that such corporation be forthwith dissolved. Such meeting of the stockholders shall be held, not less than thirty nor more than sixty days after the adoption of such resolution, and the notice of the time and place of such meeting so called by the directors shall be published in one or more newspapers published and circulating in the county wherein such corporation has its principal office, at least once a week for three weeks successively next preceding the time appointed for holding such meeting, and on or before the day of the first publication of such notice, a copy thereof shall be served personally on each stockholder, or mailed to him at his last-known post-office address. Such meeting shall be held in the city, town or village in which the last preceding annual meeting of the corporation was held, and said meeting may, on the day so appointed, by the consent of a majority in interest of the stockholders present, be adjourned from time to

time, and notice of such adjournment shall be published in the newspapers in which the notice of the meeting is published. If at any such meeting the holders of twothirds in amount of the stock of the corporation, then outstanding, shall, in person or by attorney, consent that such dissolution shall take place and signify such consent, in writing, then, such corporation shall file such consent, attested by its secretary or treasurer, and its president or vice-president, together with the powers of attorney signed by such stockholders executing such consent by attorney, with a statement of the names and residences of the then existing board of directors of said corporation, and the names and residences of its officers duly verified by the secretary or treasurer or president of said corporation, in the office of the secretary of state. The secretary of state shall thereupon issue to such corporation, in duplicate, a certificate of the filing of such papers and that it appears therefrom that such corporation has complied with this section in order to be dissolved, and one of such duplicate certificates shall be filed by such corporation in the office of the clerk of the county in which such corporation has its principal office; and thereupon such corporation shall be dissolved and shall cease to carry on business, except for the purpose of adjusting and winding up its business. The board of directors shall cause a copy of such certificate to be published at least once a week for two weeks in one or more newspapers published and circulating in the county in which the principal office of such corporation is located, and at the expiration of such publication, the said corporation by its board of directors shall proceed to adjust and wind up its business and affairs with power to carry out its contracts and to sell its assets at public or private sale, and to apply the same in discharge of debts and obligations of such corporation, and, after paying and adequately providing for the pay

ment of such debts and obligations, to distribute the balance of assets among the stockholders of said corporation, according to their respective rights and interest. Said corporation shall nevertheless continue in existence for the purpose of paying, satisfying, and discharging any existing debts or obligations, collecting and distributing its assets and doing all other acts required in order to adjust and wind up its business and affairs, and may sue and be sued for the purpose of enforcing such debts or obligations, until its business and affairs are fully adjusted and wound up. After paying or adequately providing for the debts and obligations of the corporation the directors may, with the written consent of the holders of two-thirds in amount of the capital stock, sell the remaining assets or any part thereof to a corporation organized under the laws of this or any other state, and engaged in a business of the same general character, and take in payment therefor the stock or bonds or both of such corporation and distribute them among the stockholders, in lieu of money, in proportion to their interest therein, but no such sale shall be valid as against any stockholder, who, within sixty days after the mailing of notice to him of such sale shall apply to the supreme court in the manner provided by section. thirty-three of this act, for an appraisal of the value of his interest in the assets so sold; unless within thirty days after such appraisal the stockholders consenting to such sale, or some of them, shall pay to such objecting stockholder or deposit for his account, in the manner directed by the court, the amount of such appraisal and upon such payment or deposit the interest of such objecting stockholder shall vest in the person or persons making such payment or deposit.

Added by L. 1896, c. 932; amended by L. 1900, c. 760.

See 882419-2431, inclusive, Code of Civil Procedure. 160 N. Y. 500.