Joint-Stock Company

A partnership having a capital stock divided into transferable shares. Shumaker, Partnership, 447.

An association of individuals for purposes of profit, possessing a common capital contributed by the members composing it, such capital being commonly divided into shares of which each member possesses one or more, and which are transferable by the owner. Shelf. Jt St Co. 1. A guosi partnership, invested by statutes in England and many of the states with some of the privileges of a corporation. See Pennsylvania v. Mining Co., 10 Wall. (U. S.) 556, 19 L. Ed. 998; L. R. 4 Eq'. 695. A partnership whereof the capital Is divided, or agreed to be divided, into shares so as to be transferable without the express consent of the co-partners. Pars. Part. 8 435. Such associations are not pure partnerships, for their members are recognized as an aggregate body; nor are they pure corporations, for their members are more or less liable to contribute to the debts of the collective whole. Incorporated companies are intermediate between corporations known to the common law and ordinary corporations and partake of the nature of both. 1 Lindl. Partn., 1st ed. 6. They are to be distinguished from limited partnerships chiefly in that there is, in a joint stock company, no dilevtus personaruni, that is, no choice about admitting partners, the shares are transferable without involving a dissolution of the association, the assignee of shares becomes a partner by virtue of the transfer, and the rights and duties of the members are determined by articles of association, or in England by a deed of settlement; 1 Pars. Contr., 8th ed. 144. Joint stock companies nmy be formed without regard to the statutes, and the promoters may choose to proceed solely upon their common-law rights and responsibilities; People V. Coleman, 133 N. Y. 279, 31 N. E. 96, 16 L. R. A. 183; Spotswood v. Morris, 12 Idaho 360, 85 Pac. 1094, 6 L. R. A. (N. S.) 665. They are not illegal; Howe v. Morse, 174 Mass. 491, 55 N. E. 213. The relation of the stockholders to the company Is settled by the articles of agreement They contribute the capital, select the trustees and are entitled to a distributive share of the profits. They have no power to use the name of the company to intersurrendered to the trustees; In re Oliver’s Estate, 136 Pa. 43, 20 Atl. 627, 9 L. R. A. (N. S.) 421, 20 Am. St Rep. 894; Spotswood v. Morris, 12 Idaho 360, 85 Pac. 1094, 6 L. R. A. (N. S.) 665; 2 H. L. Cas. 520. Generally the number of shares Is fixed by the charter, but It is sometimes provided that there shall not be less than a certain number nor more than a certain number. In such cases it is left for the company to determine the number.within the limits prescribed; Somerset & K. R. Co. v. Cushing, 45 Me. 524; ibut where the charter fixes the amount of the capitai stock, and provides that it may be increased from time to time at the pleasure of the corporation, the directors have no power to increase the amount of the stock, although the. charter provides that all the corporate powers shall be vested in, and exercised by a board of directors, and such officers and agents as such board shall appoint; Chicago City R. Co. v. Allerton, 18 Wall. (U. S.) 233, 21 L. Ed. 902. In New York joint stock companies have all the attributes of a corporation except the right to have and use a common seal, and an action is properly brought for or against the president as such, and the judgment and execution against him bind the joint property of the as.soclation, but do not bind his own property; National Bank of Schuylerville v. Van Derwerker, 74 N. Y. 234; People v. Coleman, 5 N. Y. Supp. 394, 970, affirmed 133 N. Y. 279, 31 N. E. 96, 16