Stockholder

The holder of shares of stock in a corporation or joint-stock company.

One who has property interests in the assets of a corporation and who is entitled to take part in its control and receive its dividends. Beal ▼. Bank, 67 in the business of the corporation with power to participate in the profits and in the conduct of its affairs, though they hold no shares; Kimball v. Davis, 52 Mo. App. 194. The government may be a stockholder, and when it assumes* this relation, it divests itself to that extent of its sovereign character; the same is true of a state; Field, Corp. § 52; and of a municipal corporation, if it has legislative power; id. One person can hold all the capital stock; Rhawn v. Furnace Co., 201 Pa. 037, 51 Atl. 360. Stockholders are not trustees for each other, and one may vote on any measure, though he has an interest adverse to the company; Blinn v. Gillett, 20S 111. 473, 70 N. E. 704, 100 Am. St. Rep. 234; Windmuller v. Distributing Co., 115 Fed. 748. They are conclusively presumed to be citizens of the state which created the corporation; Thomas v. Board, 195 U. S. 207, 25 Sup. Ct. 24, 49 L. Ed. 'LOO. This presumption does not preclude them from asserting their actual citizenship to sustain the jurisdiction of a federal court in a suit brought by them as stockholders; Doctor v. Harrington, 196 U. S. 579, 25 Sup. Ct. 355, 49 L. Ed. 606. At common law the members of a corporation are not liable for the debts of a corporation; Liverpool Ins. Co. v. Massachusetts, 10 Wall. (U. S.) 575, 19 L. Ed. 1029; French v. Teschemaker, 24 Cal. 540; Tliornp. Liab. of Stockh. § 4; nor liable on their subscriptions, it is said, until the full capital stock is subscribed; Denny Hotel Co. v. Schram, 6 Wash. 134, 32 Pac. 1002, 36 Am. St. Rep. 130. After shares are legally full paid, no further payments can be required; Gray v. Coffin, 63 Mass. (9 Cusli.) 192; French v. Teschemaker, 24 Cal. 540; unless provided by statute, as is done to a certain extent in some states. The holders of full-paid stock in an insolvent national bank are liable to creditors for a further assessment to the extent of the par value of the stock. There is also legislation that shareholders shall be personally liable to all wage-earners. By, subscribing to stock in a foreign corporation, the subscriber subjects himself to the law of the foreign country in respect to the powers and obligations of such corporation; Nashua Sav. Bk. v. Agency Co., 189 U. S. 221, 23 Sup. Ct. 517, 47 L. Ed. 782. The legislature cannot, after the purchase of stock, impose any additional liability unless it has reserved the power to alter the charter. Statutes have been passed in many states by which stockholders are liable under certain circumstances. The statutes are too various to be treated here. They may be liable in equity when they have assets of the corporation which they ought not to retain. So they may be liable when they have subscribed to the capital stock of the corporation which they have not paid in. The capital 91 U. S. 56, 23 L. Ed. 220. The cases in which this doctrine has most frequently been applied have arisen out of suits brought to compel stockholders to pay the amounts unpaid upon their stock subscriptions. The original holder of stock in a corporation is liable for unpaid instalments of stock without an express promise to pay, and a contract between him and the corporation or its agent limiting his liability is void as to creditors or the assignee in bankruptcy of the corporation. Representations made to the stockholder by an agent of the corporation as to the non-assessability of stock beyond a certain per cent, of its par value, constitute no defence to an action against the stockholder to enforce payment of the amount subscribed. The legal effect of the word “non-assessable” in the certificate is at most a stipulation against further assessments aftter the face value of the stock is paid; Upton v. Tribilcock, 91 U. S. 45, 23 L. Ed. 203. The transferee of stock, when the transfer was duly registered, is liable in the same way upon an implied promise; Webster v. Upton, 91 U. S. 65, 23 L. Ed. 384. So where the holder of shares had procured a transfer to his name, he was held liable for unpaid Instalments, though he held the stock only as collateral security for debts due him by the transferror of the stock; Pullman v. Upton, 96 U. S. 32S, 24 L. Ed. SIS. Where certificates of stock had on their face a condition that the residue of eighty per cent, unpaid to the stock was to be paid on the call of the directors, when ordered by a vote of a majority of the stockholders, it was held that the absence of a call was no defence to an action for the residue by an assignee of the corporation in bankruptcy; Upton v. Hansbrougli, 3 Biss. 417, Fed. Cas. No. 16,801. Agreements of members among themselves that stock shall be considered as “fully paid” are invalid; L. R. 15 Eq. 407. A corporation may, however, take in payment of its shares any property which it may lawfully purchase; Thomps. Liab. of Stockh. § 134; Moraw. Priv. Corp. 425; and stock issued therefor as full paid will be so considered; Foreman v. Bigelow, 4 Cliff. 508, Fed. Cas. No. 4,934. A call by the proper authorities is ordinarily held to be necessary to fix the liability of a stockholder for unpaid instalments; Grosse Isle Hotel Co. v. I’ Anson’s Ex’rs, 43