Share certificate

“ In this case, if the transfer agent has entered the name and address of the transferee in the part of a set of the register of shareholders, the entry of a change of holders under paragraph (1) shall be deemed to have been duly effected.
Article 338 (Pledging of Registered Shares)
(1) In order to have a registered share pledged, the share certificate shall be delivered to the pledgee.
(2) Without being in possession of the share certificate, a pledgee shall not assert his pledge right against third persons. ”

“ The immediate object of sale was the certificate of stock present in New York. That document was more than evidence, it was a constituent of title. No doubt, in a more remote sense, the object was the membership or share which the certificate conferred or made attainable. More remotely still it was an interest in the property of the corporation, which might be in other states than either the corporation or the certificate of stock. But we perceive no relevancy in the analysis. ”

“ If, in case of the consolidation of share, there is any person who cannot submit his old share certificates, the company may, upon the application of such person, determine the period of not less than three months and give public notice to the effect that any interested person shall raise his objection, if any, on such certificates within such period, after the lapse of which the company may deliver new share certificates to such person. ”

“ The company becoming a complete subsidiary due to share transfer shall, where it has made a resolution under Article 360-16 (1) , publicly notify the matters falling under any of the following subparagraphs, and notify the shareholders and pledgees listed in the share registry, respectively:
1.Purport that a resolution has been made under Article 360-16 (1) ;
2.Purport that the share certificates shall be submitted to a company within the period specified for over one month; and
3.Purport that the shares shall become invalid on the date of share transfer. ”

“ Share certificates submitted to a depository
for book-entry transfer need not be presented, provided adequate
evidence of ownership is furnished under the rules of the depository
approved by the competent sectoral quarter for the securities market. The
participant shall put his or her signature against the name of the
shareholder he or she represents.
Second: A member of the board of directors shall be entrusted with
recording the names of the participants in the meeting. The board shall be
responsible for what is recorded in the minutes. ”

“ A certificate of the same number of shares, although printed upon different paper and bearing a different number, represents precisely the same kind and value of property as does another certificate for a like number of shares of stock in the same corporation. It is a misconception of the nature of the certificate to say that a return of a different certificate or the right to substitute one certificate for another is a material change in the property right held by the broker for the customer. ”

“ The stock of such corporations may be held by a valid title without a certificate. The certificate is only one of the indicia of title. The right to the stock is in the nature of a non-negotiable chose in action. ”

“ A still has the certificate, and brokers and purchasers are accustomed to rely on the certificate as evidence of ownership. They take the certificate and pay A money for it; then when the purchaser goes to transfer the stock he finds that an attachment has been put upon the books of the company. Where the uniform law governs the case the only way to make an attachment of stock effective is to seize the certificate itself. ”

“ The stockholder derives and the company appropriates no income by the transaction which would not have been derived and appropriated if the certificates had never been issued. Another feature of the certificates is an important one, as marking a wide difference between their legal effects and that of a certificate of stock. The 80 per cent. is not to be paid out of the general assets and earnings of the corporation, neither are the dividends which are thereafter to be made. The dividends to be declared upon the certificates are only to be paid out of the future earnings of the company. ”

“ Nor, in view of the facts, need we follow the example of counsel and enter upon an examination of the cases bearing on the general inquiry as to the circumstances under which a broker who, by the act of the owner, comes into the lawful possession of a stock certificate,-but without the legal title having been transferred to him,-may retain the certificate as security for any balance ascertained upon settlement due him on account of dealings for or on behalf of such customer. ”

“ If upon the presentation of a certificate for transfer they are at all doubtful of the identity of the party offering it with its owner, or if not satisfied of the genuineness of a power of attorney produced, they can require the identity of the party in the one case, and the genuineness of the document in the other, to be satisfactorily established before allowing the transfer to be made. ”

“ In order to create a limited partnership it is necessary to sign a certificate prepared for the purpose and stating the facts, file it in the office of the Secretary of State or other official, and also publish it so that the public may be informed of the circumstances and credit may not be given by the world at large to the firm on the assumption that the limited partner is a general partner. ”

“ It is not necessary for a foreign corporation who maintains no office or agency, or has no assets in this State, to file a certified copy of its charter, the required certificate under the act and the franchise tax. ”

“ The omission from the demand of the request for a new certificate is susceptible of a simple explanation. At the times of the earlier demands, section 12 of the act, as amended by Act March 28, 1918, c. 28, § 1, 40 Stat. 423, 460, made it the duty of corporations to transfer seized shares upon its 'books into the name of the Alien Property Custodian' only if his demand was 'accompanied by the presentation of the certificates which represent such shares.' The Custodian was unable to present the old certificates. ”

“ The transferability of shares in the national banks is not governed by different rules from those which are ordinarily applied to the transfer of shares in other corporate bodies. The power of attorney indorsed on the certificate is usually written or printed, with a space in blank for the name of the attorney to be inserted, for the accommodation of the purchaser. ”

“ The act provides (§ 54) for the filing of a certificate annually by foreign corporations, showing their authorized capital stock and assets and liabilities, and (§ 55) that such certificate shall be accompanied by an auditor's sworn statement, and shall be submitted to the commissioner of corporations, who shall assess an excise tax upon the corporation, in accordance with the provisions of § 56 of the act, and that the certificate shall not be filed until approved by him and the tax paid. ”

“ The words 'terms, conditions, covenants and exceptions,' contained in the certificate, refer chiefly to provisions respecting the sale of lands, and to others which recognise the absolute control over the property, which each member had ceded to the whole body. It is unnecessary to recite the particular articles which tend to this general result; it is the spirit which pervades the whole association. Only those articles which relate to the certificate need be adverted to. The 11th article divides the whole purchase into 2276 shares. ”

“ A certificate of stock in a corporation, under the corporate seal, and signed by the officers authorized to issue certificates, estops the corporation to deny its validity, as against one who takes it for value and with no knowledge or notice of any fact tending to show that it has been irregularly issued. ”

“ If the sum had been carried from surplus to capital account without a corresponding issue of stock certificates, which there was nothing in the nature of things to prevent, we do not suppose that any one would contend that the plaintiff had received an accession to his income. Presumably his certificate would have the same value as before. Again, if certificates for $1,000 par were split up into ten certificates each, for $100, we presume that no one would call the new certificates income. ”

“ The plaintiff had the certificate and a blank assignment, and a blank power of attorney, and claimed to make the transfer The court denied that certificates of stock in reference to negotiability are placed on the same ground as bills of exchange, and declare that it is incumbent on a party claiming under such a transfer to prove the contract or consideration. ”

“ Analogous to the situation of the purchaser is the situation of the corporation if, on receiving a forged certificate with a request for a transfer, it should transfer ownership on the books, completing the transfer by issuing a new certificate; for any person who took the new certificate, even though he was a bona fide purchaser for value, would not get any stock in the corporation, if all authorized stock had previously been issued. The corporation has no power to overissue stock; it cannot emit any more even if it tries, and therefore the purchaser gets no stock. ”

“ To require such a certificate as a prerequisite to the doing of a single act of business, when there was no purpose to do any other business or have a place of business in the state, would be unreasonable and incongruous. ”

“ And there seems to be no good reason for extending the principle to certificates of deposit, but three reasons for not so doing: (1) They contain a stipulation “to be paid on the return of the certificate properly endorsed,” which, being part of the contract should be heeded just as “on demand” should have been in the case of demand notes. (2) The custom of bankers to pay at their banking-houses and not where they find the certificate, as is the case with notes. (3) The analogy of bank-notes, which have repeatedly been held not within the statute. ”

“ On the facts we can have no doubt that the application for a certificate and the acceptance of it were made under duress. The certificate was a commercial necessity for the issue of the bonds. The statutes, if applicable, purported to invalidate the bonds and threatened grave penalties if the certificate was not obtained. The Railroad Company and its officials were not bound to take the risk of these threats being verified. Of course, it was for the interest of the Company to get the certificate. It always is for the interest of a party under duress to choose the lesser of two evils. ”

“ By subdivision a of the section, the Commission, if unable finally to determine the whole amount due, may make its certificate for any amount definitely ascertained by it to be due, with supplemental certificates from time to time thereafter. No longer does the statute speak, as it had spoken in section 209 (h) , of 'estimated amounts,' and of contracts to refund any excess in the 'advances.' The newly authorized certificates are to represent what has been 'definitely ascertained'; and moneys procured thereby are characterized no longer as 'advances,' but as partial or final payments. ”