Reverse Stock Splits – What are they and how to effect them

What are Stock Splits / Reverse Splits

This post is the second part on my Stock Splits series. The first part is a comparative table of the law on Stock Splits across some selected US and Canadian jurisdictions and can be read here.

Simply stated a stock split (or forward split) is a corporate action, usually effected by amendment to the articles, to increase by a multiple the number of outstanding shares of a class without altering the equity capital of the corporation. Thus, in a 2 for 1 split of a class of par value shares, the corporation will replace each outstanding shares of that class with 2 new shares of half the original par value. The amount of equity capital stays the same, only the number and the value of each share will change. Likewise, in corporations with no par value shares, the market value of the stock should decrease in a manner inversely proportional to the increase in the number of shares.

A reverse stock split (or share consolidation) is the mirror transaction of a forward split. The number of outstanding shares of a class is reduced by a fraction without altering the equity capital of the corporation. For instance, a 5 to 1 reverse stock split of shares of a given class will result in the corporation replacing each block of 5 outstanding shares of that class by a single share of 5 times the par value. Thus the stated par value (or market value in the case of a corporation with no par value shares) will be increased by the converse of the percentage reduction in the number of outstanding shares.

A bit of Comparative Law: how Stock Splits / Reverse Splits are effected

United Kingdom, Delaware

In jurisdictions with mandatory par value stock (e.g. the U.K.) and jurisdictions that encourage par value stock (Delaware), the corporate action effecting the forward / reverse split will have to set both the multiple by which the number of outstanding shares is increased or decreased and the new par value. This implies that the corporate action will always be effected by amendment to the articles (or, in the case of the UK, by filing a new statement of capital[1]) if only to set the new par value and will also give rise to a class vote of the shares whose par value is affected[2].

Canada, Ontario

Jurisdictions with mandatory no-par value stock (e.g. the CBCA and its progeny; California) and jurisdictions that encourage no-par value stock (MBCA), tend to deal with forward / reverse splits in one of two ways.

The Canada Business Corporations Act (CBCA) and its progeny (e.g. Ontario)

Jurisdictions with mandatory no-par value stock (e.g. the CBCA and its progeny; California) and jurisdictions that encourage no-par value stock (MBCA), tend to deal with forward / reverse splits in one of two ways.

The Canada Business Corporations Act (CBCA) and its progeny (e.g. Ontario) handle forward and reverse splits homogeneously: both presuppose an amendment to the articles approved by a special resolution of the shareholders[3]. Having rejected the notion of par value stock, in theory it should have been possible to subdivide / consolidate shares without going through the amendment process. However, the CBCA considers that a stock split is a “fundamental adjustment in the outstanding share capital of a corporation and may therefore be construed as a matter properly allocated to the shareholders”[4]. The amendment will not give rise to special voting rights by the class of shares that is forward/reverse split unless the rights and privileges attached to the shares are somehow affected, viz. in the event of a reclassification.

Model Business Corporations Act

The Model Business Corporations Act (MBCA), California and Alberta handle forward and reverse splits differentially. The latter are always effected through an amendment to the articles. Forward splits are adopted by the board when the corporation has only one class of shares outstanding[5]; however, they require shareholder approval if more than 1 class of shares is outstanding. The reasons for this is that, as we shall see, reverse splits have the greatest potential of mischief; forward splits in single-class shares corporations are innocuous if performed judiciously; whereas forward splits in multiple-class shares corporations can alter the relative position and privileges of a class.

Because the accounting treatment of share dividends and forward splits in regard to no-par value shares is the same, the MBCA assimilates the two. Forward splits require shareholder approval only in the event that the corporation has more than 1 class of shares: inter-class share dividends will require the special approval of the class of shares to be issued[6] whereas intra-class dividends will require the special assent of the class that is being forward split[7]. The MBCA requires that the articles state the number of shares that the corporation is entitled to issue and assimilates a reverse split to an amendment of the articles reducing the number of authorized shares[8]. Thus, in corporations with only one class of shares, forward splits will be effected by an amendment to the articles according to the procedure set forth in §10.03; and in corporations with more than one class of shares, will give rise to class voting rights for the class of shares that is being reverse split[9].

California

Similarly to the MBCA, California allows single-class share corporations to implement forward stock splits with sole board approval[10]. Class voting is limited to reverse-splits and, for some reason, explicitly excludes forward splits from the realm of reclassifications that give rise to special voting rights[11]. In any event, forward splits in multiple-class share corporations require shareholder consent.

Alberta

Following the Saskatchewan lead, the amended Alberta Business Corporations Act (ABCA) adds a new section 27.1 on stock splits in the corporate finance section of the statute. For some reason that escapes me it also leaves s. 173 ABCA on fundamental changes unmodified. The confusing effect is compounded by the lack of proper terminological distinction between splits and reverse splits or subdivisions and consolidations. In any event, the net effect seems to be the following:

  • where the corporation has only 1 class of shares outstanding, the Board of directors may decide to effect stock subdivisions and consolidations either by Board resolution under s. 27.1(1) ABCA, in which case it will have to notify the shareholders after the fact pursuant to s. 27.1(3) ABCA, or under the traditional process of amendment set forth by s. s. 173(1)(f) ABCA, in which case shareholder approval will be required;
  • where, however, the corporation has more than 1 class of shares outstanding, subdivisions and consolidations always require a separate vote by each class of shares outstanding (not merely the classes directly concerned).

Saskatchewan

As we have already noted, shares of a class can be split or reverse split into the same or a different class of shares. In no-par value stock jurisdictions, intraclass forward / reverse splits can in theory be effected without directly varying any of the fundamental rights attaching to shares. Inter-class forward / reverse splits however will always change the rights and privileges of the class that is being forward / reverse split and potentially affect other classes as well. That is why during the 1992 revision of its corporation law, the province of Saskatchewan had amended its then s. 167(1)(g)[12] on amendments to articles of incorporation to remove the reference (still present in the CBCA) to intra-class forward / reverse splits. In its stead it created a new s. 25.1 in the corporate finance section which allowed a corporation to effect intra-class forward / reverse splits by adopting of a special shareholder resolution without amending the articles.

British Columbia

Likely influenced by the history of its corporate law, British Columbia‘s new Business Corporations Act (2002) (BCA) is by and large the most rational as far as forward/reverse splits are concerned. Upon incorporation, the founders file a notice of articles and articles of the company. The notice of articles contains a description of the authorized share structure of the company[13], namely: the classes of shares, the maximum number of shares that it is authorized to issue for each class or a statement that there is no maximum number, the par value of any shares with par value or a statement identifying the no-par value shares as such[14]. The articles will set out most other important information about the company, notably for each class of shares the special rights and restrictions attached to the shares of that class[15].

Section 54 of the BCA empowers a BC corporation to subdivide or consolidate its share capital. If the subdivision or consolidation would render the information on the notice of articles incorrect or incomplete, then the company must effect that change by altering the notice of articles. In other words, if the subdivision / consolidation results in a change in the authorized share structure the company must proceed through amendment. Thus, a company will take this route if it wants to subdivide / consolidate par value shares.

Whenever the subdivision / consolidation would render information on both the notice of articles and the articles incorrect or incomplete, the company must seek shareholder authorization to amend both documents. Any inter-class forward / reverse split (reclassification) will result in such an amendment.

Unless the articles provide otherwise, alterations to the notice of articles and the articles must be authorized by special resolution of the shareholders[16]. Inter-class forward / reverse splits will be subject to special voting rights of the holders of shares of the class whose rights are being prejudiced[17].

Finally, whenever the subdivision / consolidation does not alter the authorized share structure and does not require an amendment to the articles, the company must seek shareholder authorization in the manner set forth by the articles or by special resolution if the articles do not specify another type of resolution. This situation covers any intra-class forward / reverse splits of no-par value shares. Note that the Table 1 model articles do not specify the type of resolution and thus most BC single-class companies will likely proceed in this manner.

[1] Companies Act 2006, s. 619
[2] DGCL, §242(b)(2)
[3] CBCA, 173(1)(h); OBCA, 168(1)(h)
[4] Industry Canada. Canada Business Corporations Act Discussion Paper: Proposals for Technical Amendments. Ottawa: Industry Canada, 1995, p. 73-74
[5] MBCA, §10.04(a)(4)
[6] MBCA, §6.23 (b)
[7] MBCA, §10.04(a)(4)
[8] MBCA, comment to §6.23
[9] MBCA, §10.04(a)(4)
[10] California Corporations Code, §902(c)
[11] California Corporations Code, §903(a)(2)
[12] Which corresponds to current CBCA 173(1)(h)
[13] BCA, s. 11(g)
[14] BCA, s. 53
[15] BCA, s. 12(2)(b)
[16] BCA, s. 257, 259(4)
[17] BCA, s. 61

How to de-quote securities from Pink Sheets

How to de-quote securities from Pink Sheets by adopting stock transfer restrictions

A while back I wrote about proposed Multilateral Instrument 51-105 and wondered that quite a few Canadian issuers with shares quoted on Pink Sheets would have to, somehow, “privatize” by de-quoting their stock. There are a few ways to go about doing this, but only one that does not entail buying out all of the outstanding stock, making extensive securities disclosures on both sides of the border and creating undesirable tax liabilities. I propose that these Canadian issuers de-quote their securities from Pink Sheets by reclassifying their outstanding securities into restricted shares of stock.

Assumptions

This is not a one-size fits-all solution; it responds to a precise set of legal, regulatory and financial constraints. It only applies to Delaware corporations whose one class of outstanding common shares (Common Shares) are held of record by less than 300 persons, and I will assume that these holders of record represent 1000 beneficial security holders. Furthermore, the issuer is neither a reporting issuer in a Canadian jurisdiction nor currently a SEC reporting issuer, having filed a Form 15 to terminate a Section 12(g) registration under the Securities Exchange Act of 1934 (Exchange Act) and suspend its Section 15(d) reporting requirements in relation to the Common Shares. Although a majority of shareholders are resident in Canada, more than 40% of the Common Shares are held by US residents, the majority of whom are not accredited investors.

S. 202(b) – No retroactive application of transfer restrictions

The transaction I propose is molded by two major legal constraints. The first derives from § 202(b) of the Delaware General Corporation Law (DGCL) which makes validly adopted transfer restrictions unenforceable with respect to priorly issued securities unless the holders of the securities are parties to an agreement or voted in favor of the restriction. The second concerns the availability of the exemption from registration provided by Section 3(a)(9) (Exchange Exemption) of the Securities Act of 1933 (Securities Act).

With regard to § 202(b) DGCL, one can circumvent the constraint by merging the corporation whose stock is outstanding (Parent) with and into a wholly-owned subsidiary (Merger Sub, the surviving corporation). In the merger, each outstanding Parent Common Share would be converted into the right to receive a Merger Sub restricted common share. Because the merger occurs after the creation of the restrictions to the Merger Sub common shares and the Parent Common Shares cease to exist as a result of the merger, the restrictions bind all holders of the Merger Sub common shares. See: Shields v. Shields, 498 A.2d 161 (Del. Ch.), appeal denied, 497 A.2d 791 (Del. 1985).

From our point of view there is but one problem with this type of transaction: there is no identity between the issuer of the securities surrendered (Parent) and the issuer of the securities received by the exchanging stockholders (Merger Sub). This entails that the Section 3(a)(9) exemption is inapplicable and, pursuant to Securities Act Rule 145, the merger is a registerable event under Section 5 of the Securities Act (I leave the extended discussion of the notion of “sale” in Section 2(a)(3), Rule 145 and of the unavailability of the change of domicile exception thereunder to another setting).

How to adopt transfer restrictions while preserving the Exchange Exemption

The solution to this apparently insoluble conundrum is, in effect, quite simple. Whereas only consenting shareholders are bound by newly adopted transfer restrictions, it is unnecessary for the purposes of the transaction that all shareholders consent to or vote in favor of the adoption of new transfer restrictions to their already issued stock; it is only necessary that enough shareholders accept the restrictions to render the buyout of the non-consenting shareholders by the corporation economically feasible.

In other words, the issuer can submit a proposal to the stockholders that they adopt the merger of a wholly-owned subsidiary into the parent corporation (the surviving corporation), in the course of which each share of Common Stock then held by a shareholder of record will be cancelled and converted into the right to receive, at the election of the shareholder, either (i) the newly restricted stock or (ii) cash . At the same time, the conclusion of the transaction can be made conditional on a relatively high percentage of shareholders accepting the stock consideration or, conversely, on the company not being required to acquire more than a defined number of shares for cash either pursuant to the terms of the merger or pursuant to dissenters’ rights of appraisal.

The shareholders that vote in favor of the restrictions receive the new restricted stock; those that do not are cashed out. Because the issuer of the securities surrendered is the same as the issuer of the newly issued restricted securities (the parent being the surviving corporation), there are no peculiar obstacles to the application of the Exchange Exemption. Because some shareholders will be cashed out, the Board will be well advised to adopt procedural protections likely to establish the entire fairness of the transaction, such as a special committee or a majority of the minority provision.

How not to trigger Exchange Act reporting obligations

Another concern needs to be addressed. Simply put, restricted shares cannot be held in a brokerage account. This will set off an undesirable chain reaction: upon effecting the conversion, the broker will cease to hold the shares in street name and their overt ownership will revert back to the ultimate beneficiary; the number of record holders of common stock will increase to more than five hundred persons and this, in turn, will automatically trigger Exchange Act reporting requirements under section 12(g). The solution is to reclassify the issuer’s stock in two or more classes in the course of the merger. As indicated above, I have laid out an assumption that the issuer has more than 1,000 beneficial shareholders. We will therefore reorganize the issuer’s equity capital into one or more new classes of preferred stock of less than 2000 overall shareholders and 500 non-accredited shareholders each in order not to trigger Exchange Act registration requirements. Furthermore, because the issuer’s reporting obligation in relation to the Common Shares were suspended under section 15(d) of the Exchange Act, it will be prudent to limit holding of the new class of common shares by less than 300 holders of record.

This type of conversion can be effected in a typical tiered structure. Under the terms of the agreement of merger, at the effective time of the merger:

  • each share of Common Stock then held by a shareholder of record who as of the record date for the meeting of shareholders (the “Record Date”) held x or more shares of Common Stock will be cancelled and converted into the right to receive, at the election of the shareholder, either: (a) one share of the newly authorized restricted New Common Stock, or (b) the per share cash consideration of $P;
  • each share of Common Stock then held by a shareholder of record who as of the Record Date held more than y but less than xshares of Common Stock will be cancelled and converted into the right to receive, at the election of the shareholder, either: (a) one share of the newly authorized restricted Class A Preferred Stock, or (b) the per share cash consideration of $P;
  • each share of Common Stock then held by a shareholder of record who as of the Record Date held y or fewer shares of Common Stock will be cancelled and converted into the right to receive, at the election of the shareholder, either: (a) one share of the newly authorized restricted Class B Preferred Stock, or (b) the per share cash consideration of $P.

As a result, after the broker-dealers cease to hold the shares in street name, the following will reflect the distribution of shareholders of record per class of stock:

Table 1: Distribution of shareholders of record
Stock Class Stockholders of Record
New Common Stock less than 300
Class A Preferred Stock less than: 500 non-accredited or 2000 overall
Class B Preferred Stock less than: 500 non-accredited or 2000 overall

Conclusion

I have proposed above a simple and inexpensive way of de-quoting stock from Pink Sheets that can be used by some Canadian issuers to avoid becoming subject to MI 51-105. The merit of the method proposed lies entirely in the fact that no securities disclosures need to be made on either side of the border. On the U.S. side, the transaction can be shielded by the Exchange Exemption, and in this respect the issuer will be well advised to follow expert guidance from legal counsel on how to organize the logistics of the solicitation. On the Canadian side, the issuer is not a reporting issuer and thus the transaction is not subject to MI 61-101 Protection of Minority Security Holders in Special Transactions. The only formalities applicable to the transaction will derive from Delaware corporate law: the adoption of procedural protections likely to establish the entire fairness of the transaction; and the application of directors’ fiduciary duties to disclose all facts germane to the transaction in relation to the stockholder vote.

MI 51-105 – an Unorthodox Solution for Canadian Issuers Quoted in the U.S. OTC Markets

MI 51-105 – an Unorthodox Solution for Canadian Issuers Quoted in the U.S. OTC Markets

The Canadian Securities Administrators (the “CSA”), except the Ontario Securities Commission[1], announced that Multilateral Instrument 51-105 respecting Issuers Quoted in the U.S. Over-the-Counter Markets (“MI 51-105” or the “Instrument”) will finally become effective on July 31, 2012[2]. The Instrument subjects to continuous disclosure and other regulatory obligations any issuer whose securities are quoted only on a US OTC market and that has a significant connection to a Canadian jurisdiction. Those companies that are OTC reporting issuers under MI 51-105 will have to quickly get up to speed in order to prepare and file any disclosure documents on SEDAR as required.

1. Application

MI 51-105 applies to any OTC Issuer with a significant jurisdictional nexus with Canada. An OTC Issuer is an issuer that has a class of securities which are quoted on any U.S. over-the-counter markets or are reported on the grey market, but is not an issuer that has a class of securities listed on a North-American stock exchange[3]. An OTC Issuer becomes subject to the requirements of MI 51-105 ( hence, an OTC Reporting Issuer) if it is directed or administered from a jurisdiction in Canada, promotional activities are conducted in or from a jurisdiction in Canada, or it distributed seed shares[4] in Canada prior to obtaining a ticker symbol. The Instrument also applies to an OTC Issuer that is already a reporting issuer in a Canadian jurisdiction at the time the regulation comes into force.

Conversely, an OTC Issuer ceases to be an OTC Reporting Issuer if: (a) its business has not been directed or administered, and promotional activities have not been carried on, from a Canadian jurisdiction for at least one year and more than one year has passed since the ticker-symbol date[5]; (b) a class of its securities has become listed on a North-American stock exchange[6]; or (c) the issuer receives an order from the securities regulatory authority in the jurisdiction that it is no longer a reporting issuer in that jurisdiction[7]. For some reason, the above criteria do not apply in Quebec and the OTC Reporting Issuer must apply to have its reporting issuer status revoked by to the Autorité des marchés financiers in a discretionary process.

2. An Alternative Road for Ending the OTC Reporting Issuer Status

The Instrument fails to contemplate that a class of securities may cease altogether to be quoted on the U.S. over-the-counter market and hence that the issuer may cease to be qualified as an OTC Issuer (being generally assumed that it is at the very least impractical to remove a class of securities from quotation on OTC Markets). Yet as I have explained in a previous post, this result can be attained by reclassifying the outstanding common stock of a non-reporting Delaware issuer into two or more classes of restricted shares of stock.

In order to comply with the rule against the retroactive application of transfer restrictions at § 202(b) of the Delaware General Corporation Law , the issuer can submit a proposal to the stockholders that they adopt the merger of a wholly-owned subsidiary into the parent corporation (the surviving corporation), in the course of which each share of common stock then held by a shareholder of record will be cancelled and converted into the right to receive, at the election of the shareholder, either (i) the newly restricted stock or (ii) cash. At the same time, the conclusion of the transaction is made conditional on a relatively high percentage of shareholders accepting the stock consideration or, conversely, on the company not being required to acquire more than a defined number of shares for cash either pursuant to the terms of the merger or pursuant to dissenters’ rights of appraisal. The shareholders that vote in favor of the restrictions receive the new restricted stock; those that do not are cashed out.

In the course of the merger, the issuer’s stock is also reclassified into one or more classes of preferred stock of less than 2000 overall shareholders and 500 non-accredited shareholders each in order not to trigger Exchange Act registration requirements. Furthermore, in the event that the issuer’s reporting obligation in relation to its class of common stock were suspended under section 15(d) of the Exchange Act, it will be prudent to limit holding of the new class of common stock by less than 300 holders of record. At the end of the operation, the formerly free trading class of common stock of the issuer is restructured into one new class of restricted common stock and one or more distinct classes of restricted preferred stock. Hence, the issuer’s securities are no longer quoted on the OTC markets. Thereafter, the issuer would need to obtain an order from the securities regulatory authority in the relevant Canadian jurisdiction that it is no longer an OTC reporting issuer in that jurisdiction.

Finally it is important to note the following. As we shall see, from July 31, 2012 any OTC Issuer subject to MI 51-105 will be ipso facto a reporting issuer under applicable Canadian securities legislation. Whereas before the entry into force of MI 51-105, a non-reporting issuer would have been able to complete the above reclassification without any securities disclosures on either side of the border; after the Instrument will become effective, the transaction will at a minimum be subject in Canada to MI 61-101 Protection of Minority Security Holders in Special Transactions.

3. Disclosure Requirements

The first objective of MI 51-105 is to introduce continuous disclosure requirements for OTC Reporting Issuers and by the same token reduce these markets’ traditional exposure to illicit promotional campaigns[8]. OTC Issuers that are not SEC filers must meet the same periodic disclosure requirements that apply to other domestic reporting issuers, notably under National Instrument 51-102 Continuous Disclosure Obligations and, for oil and gas issuers, under National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities. OTC Issuers that are SEC filers can comply with the disclosure requirements by using the reports they already file with the SEC. Insiders of OTC Reporting Issuers must file insider reports on SEDI and directors, officers, promoters or control persons must file personal information forms (PIF). In addition to normal disclosure requirements, OTC Issuers are required to disclose information about their promoters, their engagement and compensation in the form of Form 51-105F2 Notice of Promotional Activities. Issuers should note that, in British Columbia, the introduction of new disclosure requirements for OTC Reporting Issuers had been followed by substantial disclosure compliance reviews which in many cases resulted in the issuance of cease trade orders against nonconforming issuers.

4. Resale Restrictions

Another important objective of the Instrument is to introduce restrictions to resales to prevent the occurrence of illicit activities and manipulative practices. These requirements are in addition to existing resale limitations provided by United States securities laws. Seed shares acquired after MI 51-105 has become effective can only be traded within a reorganization or merger transaction, or if: the security is properly legended; the trade is effected by a person through a registered investment dealer from an account registered in the name of that person; and the trade is executed in a OTC market in the United States. The legend must state the following: “Unless permitted under section 11 of Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets, the holder of this security must not trade the security in or from a jurisdiction of Canada unless (a) the security holder trades the security through an investment dealer registered in a jurisdiction of Canada from an account at that dealer in the name of that security holder, and (b) the dealer executes the trade through any of the over-the-counter markets in the United States of America.”

Private placement securities acquired after the OTC Reporting Issuer has received a ticker-symbol can only be resold after a 4-month period has passed either from the date of the original distribution or the date a control person distributed the security. Additional restrictions apply: a person can only trade up to 5% of the OTC reporting issuer’s outstanding securities of the same class in any given 12-month period; the person must trade the security through a Canadian-registered investment dealer, who executes the trade through an OTC market in the US; there is no unusual promotional effort; no extraordinary commissions are paid for the trade; and the security bears a legend stating: “The holder of this security must not trade the security in or from a jurisdiction of Canada unless the conditions in section 13 of Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets are met.” Finally, MI 51-105 also creates additional restrictions to the issuance of securities for services to the issuer’s directors, officers, or consultants.

5. Transition

On the day that MI 51-105 comes into force, on July 31, 2012, an OTC Issuer that satisfies the conditions set forth in s. 3 of MI 51-105 will be ipso facto a reporting issuer under applicable securities legislation and will immediately become subject to disclosure obligations. However, the Instrument provides a transition period for OTC reporting issuers that are not SEC filers. The obligation to file annual financial statements, related MD&A and annual certificates applies only to financial years beginning on or after January 1, 2012, and the filing deadline expires 120 days after the end of the financial period. A company with a December 31 year-end would have until April 30, 2013 to file. The obligation to file interim reports applies to interim periods that begin on or after January 1, 2012 and end after July 31, 2012. For a company with a December 31 year-end, the first interim period after July 31 would fall on September 30, and the filing deadline would expire 60 days later. As announced in response to comments to the proposed regulations, “Canadian securities regulatory authorities will generally not grant exemptive relief to a reporting issuer to extend a continuous disclosure filing deadline to enable an issuer to avoid a default [9].”

6. Planning the future

Clearly, the Instrument’s disclosure requirements will impose a significant new burden on currently non-reporting OTC Markets issuers, and a decision on whether to continue to be a reporting company will undoubtedly be a high priority issue for these issuers and their advisers. I have provided above an unorthodox course of action precisely to this end. In the immediacy, however, the first item on the agenda should be to start preparing the interim reports and laying the groundwork for the first annual audited financial statements. Audited financial statements will be required in any event, whether the Issuer resolves to remain a reporting company or whether it attempts instead to cease to qualify as an OTC Reporting Issuer.

[1] The province of Ontario did not participate in proposed MI 51-105, having decided that it could not evidence abusive activity being conducted in Ontario in relation to OTC issuers. Of course one could only come to this conclusion by ignoring what is arguably one of the single largest fraudulent use of shell corporations in Canadian history. See: Ontario Securities Commission Amended Statement of Allegations, In the Matter of Irwin Book et al., (January 4, 2012) at http://www.osc.gov.on.ca/en/Proceedings_soa_20120104_boocki.htm (last visited on July 25, 2012).
[3] The instrument enumerates seven organized stock exchanges, namely (i) TSX Venture Exchange Inc.; (ii) TSX Inc.; (iii) Canadian National Stock Exchange; (iv) Alpha Exchange Inc.; (v) The New York Stock Exchange LLC; (vi) NYSE Amex LLC; and (vii) The NASDAQ Stock Market LLC. However, as the CSA pointed out following the comment period, an issuer will be able to obtain relief by demonstrating that a specific exchange has similar oversight and governance requirements as the listed exchanges. This should cover the situation of issuers dually quoted on a US OTC market and on AIM or Frankfurt.
[4] A seed share being a security issued before the issuer is first assigned a ticker-symbol.
[5] The change of status does not occur automatically upon the change of circumstances. The issuer is required to notify its regulator by filing Form 51-105F1 Notice – OTC Issuer Ceases to be an OTC Reporting Issuer.
[6] In which case the issuer must file Form 51-105F4 Notice – Issuer Ceases to be an OTC Reporting Issuer. In Quebec, the issuer must apply to the securities regulatory authority to have its status as an OTC reporting issuer revoked in order to cease to be an OTC issuer.
[8] See: BC Notice 2007/24, BCSC Response to Abusive Practices in British Columbia Involving US Over-the-Counter Markets (June 25, 2007). This document is still to this day the most complete public policy statement about MI 51-105 and its predecessor, BC Instrument 51-509.

New Proposed Rules for Canadian Issuers Quoted in the US OTC Markets

Note: for a post on the current version of M.I. 51-105 see here.

Canadian securities commissions (except the OSC) have published new proposed rules for Canadian issuers that have securities quoted on the US over-the-counter markets (the OTC Rule)[1]. The OTC Rule derives from BC Instrument 51-509. The latter was designed in 2008 to combat abuse of the US OTC markets, Pink OTC Market and OTC Bulletin Board, by British Columbia promoters[2]. The OTC Rule extends the new regulatory environment to most Canadian provinces.

The US OTC markets reputation as “speculative” and opaque markets has been an obstacle to their usefulness to Canadian issuers. In fact, relatively few Quebec issuers have securities quoted solely on Pink Sheets. The OTC Rule complements, from the Canadian side of the border, recent efforts by the SEC and the markets themselves to weed out abuses and increase transparency. The US OTC markets could become extremely valuable to small Canadian issuers as an additional and cheaper source of equity capital than traditional stock markets. Hopefully the implementation of a specifically tailored and uniform rule across most Canadian jurisdictions will help accomplish the objective.

Purpose

The stated objective of the OTC Rule is to reduce the occurrence of pump and dump schemes and the misuse of shell companies, by improving disclosure by Canada-based issuers and promoters and creating special restrictions on the resale of shares sold in private placements.

Application

The Rule applies to any OTC Issuers with a significant jurisdictional nexus with Canada. An OTC Issuer is an issuer whose securities are quoted on any U.S. over-the-counter markets (except those issuers that are also listed on TSX, TSX-V, CNSE, NYSE, NYSE-Amex, Nasdaq[3]) or whose trades in securities are reported on the grey market[4].

An OTC Issuer is subject to the rule if it is directed or administered from a Canadian province, promotional activities are conducted in or from a Canadian province, or it distributed seed shares in Canada prior to obtaining a ticker symbol (OTC Reporting Issuer). Legitimate US issuers will need to evaluate whether their Canadian directors create an unwanted jurisdictional nexus to a Canadian jurisdiction.

Conversely, an OTC Issuer ceases to be a reporting issuer if the above activities have ceased for more than a year. In Québec, the OTC Reporting Issuer must apply to the AMF to have its status revoked.

The OTC Rule would apply to an OTC Reporting Issuer that is a reporting issuer in Canada.

Disclosure Requirements

OTC Issuers that are not SEC filers must meet the same periodic disclosure requirements imposed on other domestic reporting issuers, notably under National Instrument 51-102 Continuous Disclosure Obligations and, for oil and gas issuers, under National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities.

Insiders of OTC Reporting Issuers must file insider reports on SEDI. Directors, officers, promoters or control persons must file personal information forms (PIF).

OTC Issuers that are SEC filers can comply with the disclosure requirements by using the reports they file with the SEC.

In addition to normal disclosure requirements, OTC Issuers would also be required to disclose information about their promoters, their engagement and compensation in the form of Form 51-105F2 Notice of Promotional Activities.

Resale Restrictions

Due to long standing neglect from regulators, resales were always a sticking point in OTC financings: seed shares often came to magically form the float of new companies; and other private placement shares were often renegotiated with no regard for Canadian resale rules.

Seed shares can only be traded within a reorganization or merger transaction, or if: the security is properly legended; the trade is effected by a person through a registered investment dealer from an account registered in the name of that person; and the trade is executed in a OTC market in the US.

The legend must state the following: “Unless permitted under section 11 of Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets, the holder of this security must not trade the security in or from a jurisdiction of Canada unless (a) the security holder trades the security through an investment dealer registered in a jurisdiction of Canada from an account at that dealer in the name of that security holder, and (b) the dealer executes the trade through any of the over-the-counter markets in the United States of America.”

Private placement securities acquired after the OTC Reporting Issuer has received a ticker-symbol can only be resold after a 4-month period has passed either from the date of the original distribution or the date a control person distributed the security. Additional restrictions apply: a person can only trade up to 5% of the OTC reporting issuer’s outstanding securities of the same class in any given 12-month period; the person trades the security through a Canadian-registered investment dealer, who executes the trade through an OTC market in the US; there is no unusual promotional effort; no extraordinary commissions are paid for the trade; and the security bears a legend stating:

The holder of this security must not trade the security in or from a jurisdiction of Canada unless the conditions in section 13 of Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets are met.

These requirements are in addition to existing resale limitations provided by US securities laws.

Transition

Non-SEC filers will be given additional time to comply with the new disclosure requirements.

Effect on existing Québec Issuers

According to my own analysis of the data, as of June 15, 2011, 217 Quebec issuers had 228 securities quoted on PK, 195 of which were either listed on an organized exchange (most commonly TSX or TSX-V) or a SEC reporting issuer. Of the remaining 33, 4 complied with the Pink OTC Markets Group’s Guidelines for Providing Adequate Current Information while 29 had gone dark; 13 of the latter were inactive due to bankruptcy or regulatory action.

In other words, the number of Quebec-based issuers likely to be impacted by the rule is relatively small (20 issuers). These issuers draw very little benefit from their status because of the lack of liquidity of the market for their stock, of existing restrictions on US resales under Rule 144 and finally because of the sheer psychological (and sometimes, for Canadian investors, logistical) obstacles of investing into a Pink Sheet stock. Most of these issuers (at least those that are active and can afford it) should seek to become entirely private before the OTC Rule is adopted.

[3] Note the absence of the London Stock Exchange and Frankfurt Stock Exchange listed issuers.
[4] Trades by broker-dealers of securities that are not formally quoted on the OTC markets. For instance, broker-dealers may trade on Pink OTC Markets the securities of a Canadian issuer that is listed on AIM.

Index of Online Legislative Resources in the History of Corporate and Securities Law

Index of Online Legislative Resources in the History of Corporate and Securities Law

I have compiled an index of online legislative resources in the history of corporate and securities law. Thanks to Google’s immensely valuable digitization work, more and more resources of great interest become available every day. It goes without saying that the index is a work in progress.

U.S. Blue Sky Laws

Alabama (1923):

Ala. Code § 9877-9900 (1923) – http://goo.gl/2rUa1B.

California (1913 – 1933):

California’s statutes from 1850 to 2008 are available from the archive of the California State Assembly.

California Blue Sky Statutes
The investment companies act, Stats 1913, p. 715 http://goo.gl/PscPU
An act to amend section three of an act entitled [the investment companies act], Stats 1915, p. 1135 http://goo.gl/z8nCA
The corporate securities act, Stats. 1917, p. 673 http://goo.gl/9Pssg
An act to amend section two of an act entitled [the corporate securities act], Stats 1919, p. 231 http://goo.gl/exqpC
An act to amend section twenty-one of an act entitled [the corporate securities act], 1921, p. 1008 http://goo.gl/yybpl
An act to amend sections two, twenty, and twenty-five of an act entitled [the corporate securities act], 1921, p. 1114 http://goo.gl/WEFDv
An act to amend sections two, five, sixteen and seventeen of an act entitled [the corporate securities act], 1923, p. 87
An act to define and prohibit bucketing and bucket shopping and bucket shops,1923, p. 449
An act to amend sections two, four, five, six, seven, nine, thirteen, fourteen, seventeen, and twenty-five of an act entitled [the corporate securities act], 1925, p. 966 http://goo.gl/WJNze
An act to amend sections 2 and 20 of an act entitled [the corporate securities act], Stats. 1929, p. 1251 http://goo.gl/qrlHa
An act to amend section 15 of the corporate securities act, Stats. 1929, p. 1892
An act to amend an act entitled [the corporate securities act], Stats. 1929, p. 1393
An act to amend …an act entitled [the corporate securities act], Stats 1931, p. 937 http://goo.gl/u7sWK
An act to repeal chapter 353, statutes of 1913, entitled [the investment companies act], Stats 1931, p. 1667
An act to amend sections 2, 4, 4, 6, 7, 10, 16, 22, 23 and 26 of an act entitled [the corporate securities act], Stats 1933, p. 2309 http://goo.gl/iyyUL

Florida (1920):

Revised General Statutes of Florida, 1920:

Illinois (1917 – 1921):

Table 2: Illinois Blue Sky Statutes
An Act to prevent fraud in the sale and disposition of stocks, bonds, or other securities sold or offered for sale within the State of Illinois, Laws 1917, p. 294 http://archive.org/details/lawsofstateofill1917illi
The Illinois Securities Law, Laws 1919, p. 351 http://archive.org/details/lawsofstateofill1919illi
An Act to amend sections 2, 4, 5, 6, 7, 10, 11, 18, 24 and 37 of an Act entitled [“The Illinois Securities Law”], Laws 1921, p. 35 http://goo.gl/vdH5y

Iowa (1913 – 1931):

Iowa’s code from 1851 to present is available from the Iowa Legislature.

Iowa Blue Sky Statutes
Of the regulation and supervision of investment companies, Iowa Code § 1920-t (1913). http://goo.gl/OQda5
Of the regulation and supervision of investment companies, Iowa Code § 1920-u (1915). http://goo.gl/pahC1 An alternative source is available here: http://goo.gl/lp7Mu
Investment companies, Iowa Code § 5417 (1919). http://goo.gl/4kjHz
Options and bucket shops, Iowa Code § 6213 (1919).
Investment companies, Iowa Code § 5417 (1921). http://goo.gl/4kjHz
Investment companies, Iowa Code § 8525 (1924). http://goo.gl/4kjHz
Investment companies, Iowa Code § 8525 (1927). http://goo.gl/g8tkBG
Iowa Securities Act, Iowa Code § 8581 (1931). http://goo.gl/4kjHz

Massachusetts (1921 – 1932):

Massachusetts’s acts and resolves from 1692 to 2009 are available from the State Library of Massachusetts.

Massachusetts Blue Sky Statutes
An Act to control the sale of securities, to register persons selling the same and to prevent the fraudulent promotion and sale of fraudulent securities, Acts 1921, chap. 499 http://archives.lib.state.ma.us/handle/2452/69020
An Act relative to the requirements for registration of brokers and salesmen, Acts 1922, chap. 317 http://archives.lib.state.ma.us/handle/2452/66005
An Act to control more effectively the sale of securities, Acts 1922, chap. 435 http://archives.lib.state.ma.us/handle/2452/66123
An Act to extend the scope of the existing law to control the sale of securities and to prevent the fraudulent promotion and sale of securities, Acts 1924, chap. 487 http://archives.lib.state.ma.us/handle/2452/67215
An Act to provide for the more effective enforcement of the sale of securities act, Acts 1929, chap. 287 http://archives.lib.state.ma.us/handle/2452/69020
An Act providing that securities of corporations licensed to make small loans be subject to the sale of securities act, Acts 1930, chap. 289 http://archives.lib.state.ma.us/handle/2452/64392
An Act providing that all securities issued by certain holding corporations be subject to the sale of securities act, Acts 1930, chap. 316 http://archives.lib.state.ma.us/handle/2452/64419
An Act in amendment and revision of the sale of securities act, Acts 1932, chap. 290 http://archives.lib.state.ma.us/handle/2452/63613

Michigan (1915)

http://archive.org/details/lawregulatingfor00michrich.

Nebraska (1913)

http://openlibrary.org/works/OL2020908W/Blue_sky_law.

New York’s Martin Act (1921)

Can be downloaded from the website of the SEC Historical Society:http://www.sechistorical.org/museum/papers/pre1930.

Ohio (1915, as amended)

http://goo.gl/Qz3Ov.

Oregon (1915)

http://goo.gl/mBOqK.

Texas (1913 – 1927):

Texas’ acts from 1879 to 2013 are available from the Legislative reference library of Texas. Gammel’s “The Laws of Texas”, with supplements (1822 to 1921), are available through the University of North Texas Libraries.

Texas Blue Sky Statutes
Regulating the sale of stock, Acts 1913, 33rd 1st C.S., ch. 32, General Laws of Texas http://goo.gl/NMoTN
Authorizing the organization of holding companies, Acts 1921, 37th R.S., ch. 136, General Laws of Texas http://goo.gl/8M16m
Regulating the sale of stocks and bonds, Acts 1923, 38th 2nd C.S., ch. 52, General Laws of Texas http://goo.gl/raIJI
Texas Blue Sky Law – Tex. Rev. Civ. Stat. § 579-600 (1925) http://goo.gl/GlsxHF
Authorizing the formation of loan and investment corporations, Acts 1927, 40th R.S., ch. 275, General and Special Laws of Texas http://goo.gl/AAX5S

 

These books include the text of each state’s blue sky law then in effect:

U.S. State Corporate Statutes

Robert C. Cumming, Frank B. Gilbert and Henry L. Woodward, The Annotated Corporation Laws of All the States, Albany, 1899

v. 1 (Alabama to Maryland): http://goo.gl/yrkCx
v.2 (Massachusetts to New York): http://goo.gl/LdKWs
v. 3 (North Carolina to Wyoming): http://goo.gl/BWTQN

California

California Statutes and Civil Code (1850 – 1905):
An Act concerning corporations, Stats. 1850, p. 347 http://goo.gl/5Z4M4
An Act to repeal the one hundred and seventy-fourth section of the Act entitled “An Act concerning corporations,” Stats. 1851, 424 http://goo.gl/2jhsF
An Act to amend “An Act concerning corporations,” Stats. 1851, p. 426
An Act to amend the one hundred and eighty-second section of “An Act concerning corporations,” Stats. 1852, p. 168 http://goo.gl/5ZpLu
An Act amendatory of an Act entitled “An Act concerning corporations,” Stats. 1852, p. 168
An Act to provide for the formation of corporations for certain purposes [manufacturing, etc.], Stats. 1853, p. 87 http://goo.gl/t4wNM
An Act to amend “An Act concerning corporations,” Stats. 1853, p. 140
An Act to authorize the formation of corporations for construction of plank or turnpike roads, Stats. 1853, p. 169
An Act to amend An Act relating to corporations, Stats. 1853, p. 274
An Act to amend “an Act to authorize the formation of corporations for construction of plank or turnpike roads”, Stats. 1854, p. 74 http://goo.gl/2mpDX
An Act to amend “an act to provide for the formation of corporations for certain purposes”, Stats. 1855, p. 205 http://goo.gl/vuKcD
An Act to further extend the act concerning corporations, Stats. 1857, p. 75 http://goo.gl/5LDNN
An Act supplementary to an act entitled an act to provide for the formation of corporations for certain purposes, Stats. 1857, p. 121
An Act to amend and supplement an act to authorize the formation of corporations for construction of plank or turnpike roads Stats. 1857, p. 171
An Act to further extend the Act concerning Corporations, Stats. 1858, p. 57 http://goo.gl/y7SoI
An Act amendatory of and supplementary to an Act entitled an Act to provide for the formation of Corporations for certain purposes, passed April fourteenth, one thousand eight hundred and fifty-three, and an Act entitled an Act to amend an Act entitled an Act to provide for the formation of Corporations for certain purposes, passed April fourteenth, one thousand eight hundred and fifty-three, passed April thirtieth, one thousand eight hundred and fifty-five, Stats. 1858, p. 133
An Act to amend an Act entitled an Act authorizing the Formation of Corporations for the Construction of Plank and Turnpike Roads, Stats. 1858, p. 145
An Act amendatory of and supplementary to an Act, approved March twelfth, one thousand eight hundred and fifty-eight, entitled an Act to further extend the Act concerning Corporations, Stats. 1858, p. 264
An Act to amend section one hundred and seventy- nine of an Act entitled an Act concerning Corporations, passed April twenty-second, eighteen hundred and fifty, Stats. 1859, p. 87 http://goo.gl/tO5Kb
An Act Amendatory and Supplemental to an Act entitled an Act to provide for the formation of Corporations for certain purposes, passed April fourteenth, eighteen hundred and fifty-three, Stats. 1859, p. 93
An Act in reference to Corporations organized in this State for the purpose of Mining out of this State, Stats. 1861, p. 41 http://goo.gl/SUo8t
An Act to amend an Act concerning Corporations, passed April twenty-second, eighteen hundred and fifty, Stats. 1861, p. 84
An Act to authorize the formation of Corporations to provide the Members thereof with Homesteads, or Lots of Land, suitable for Homesteads, Stats. 1861, p. 567
An Act supplemental to an Act entitled an Act concerning Corporations, passed April twenty-second, one thousand eight hundred and fifty, and the several Acts amendatory thereof and supplemental thereto, Stats. 1862, p. 17 http://goo.gl/smJMf
An Act to amend an Act entitled an Act concerning Corporations, passed April twenty-second, eighteen hundred and fifty, Stats. 1862, p. 110
An Act to amend an Act entitled an Act concerning Corporations, passed April twenty-second, one thousand eight hundred and fifty, and the several Acts amendatory thereof and supplemental thereto, Stats. 1862, p. 125
An Act to provide for the Formation of Corporations for the accumulation and investment of Funds and Savings, Stats. 1862, p. 199
An Act to authorize the Incorporation of Canal Companies and the Construction of Canals, Stats. 1862, p. 540
An Act to amend an Act entitled an Act concerning Corporations, passed April twenty-second, one thousand eight hundred and fifty, and the several Acts amendatory thereof and supplemental thereto, Stats. 1863, p. 34 http://goo.gl/GKzri
An Act to amend an Act entitled an Act to provide for the formation of Corporations for certain purposes, approved April fourteenth, eighteen hundred and fifty-three, Stats. 1863, p. 736
An Act amendatory of an Act entitled an Act concerning Corporations, passed April twenty-second, one thousand eight hundred and fifty, Stats. 1863, p. 747
An Act to amend an Act entitled an Act concerning Corporations, passed April twenty-second, one thousand eight hundred and fifty, Stats. 1863, p. 766
An Act to authorize Mining Companies or Corporations to change their principal Place of Business, Stats. 1864, p. 76 http://goo.gl/fzjbV
An Act to amend an Act entitled an Act to provide for the formation of Corporations for certain purposes, approved April fourteenth, eighteen hundred and fifty-three, Stats. 1864, p. 149
An Act to amend an Act entitled an Act to provide for the formation of Corporations for the accumulation and investment of Funds and Savings, passed April eleventh, eighteen hundred and sixty-two, Stats. 1864, p. 158
An Act concerning Corporations, Stats. 1864, p. 303
An Act concerning assessments upon the Stock of Corporations, Stats. 1864, p. 402
An Act to amend an Act entitled an Act to provide for the formation of Corporations for the accumulation and investment of Funds and Savings, passed April eleventh, eighteen hundred and sixty-two, Stats. 1864, p. 531
An Act concerning assessments upon the stock of corporations, Stats. 1866, p. 458 http://goo.gl/F3JGx
An Act to amend an Act entitled an Act to provide for the formation of corporations for the accumulation and investment of funds and savings, approved April eleventh, eighteen hundred and sixty-two, Stats. 1866, p. 626
An Act supplementary to an Act to provide for the formation of corporations for the accumulation and investment of funds and savings, approved April eleventh, eighteen hundred and sixty -two, Stats. 1868, p. 459 http://goo.gl/RzZgG
An Act to amend an Act concerning Corporations, passed April twenty-second, one thousand eight hundred and fifty, Stats. 1870, p. 46 http://goo.gl/UfFIC
An Act to amend an Act entitled an Act to provide for the formation of corporations for the accumulation and investment of funds and savings, approved April eleventh, eighteen hundred and sixty-two, Stats. 1870, p. 130
An Act supplementary to an Act concerning assessments upon the stock of corporations, Stats. 1870, p. 299
An Act Amendatory and Supplemental to an Act entitled an Act to provide for the formation of Corporations for certain purposes, passed April fourteenth, eighteen hundred and fifty-three, Stats. 1870, p. 364
An Act to amend an Act concerning Corporations, passed April twenty-second, one thousand eight hundred and fifty, Stats. 1870, p. 402
An Act to provide for the Formation of Corporations for the accumulation and investment of Funds and Savings, and the direct promotion of manufacturing and mechanic arts, agriculture and mining, Stats. 1870, p. 523
An Act to provide for the Formation of Corporations for certain purposes, Stats. 1870, p. 822
An Act Supplemental to an Act concerning corporations, passed April twenty-second, one thousand eight hundred and fifty, Stats. 1872, p. 443 http://goo.gl/c0i74
An Act to amend an Act entitled an Act to provide for the formation of Corporations for certain purposes, approved April fourteenth, eighteen hundred and fifty-three, Stats. 1872, p. 526
An Act concerning assessments upon the Stock of Corporations, Stats. 1872, p. 626
An Act in relation to foreign corporations, Stats. 1872, p. 826
Cal. Civ. Code §§ 283 (1872) http://goo.gl/NYOQK
An Act to amend an Act entitled “An Act Supplemental to an Act concerning corporations, passed April twenty-second, one thousand eight hundred and fifty,” Stats. 1876, p. 730 http://goo.gl/bM4Q7
Miscellaneous acts amendatory to the Civil Code, 1876, pp. 70 http://goo.gl/ZFdHZ
Act to protect stockholders and persons dealing with corporations in this State, Stats. 1878, p. 695 http://goo.gl/1k1C9
An Act to define cooperative business corporations, and to provide for the organization and government thereof, Stats. 1878, p. 883
Miscellaneous acts amendatory to the Civil Code, 1878 pp. 76. http://goo.gl/2Cvuf
An Act amendatory of an Act entitled “An Act for the better protection of the stockholders in corporations, formed under the laws of the State of California, for the purpose of carrying on and conducting the business of mining”, Stats. 1880, p. 134 http://goo.gl/bvWYm
Miscellaneous acts amendatory to the Civil Code, 1880 pp. 6 http://goo.gl/AzhMD
An Act to amend section three hundred and fifty-nine of the Civil Code, relating to increasing and diminishing the capital stock of corporations, Stats. 1883, p. 30 http://goo.gl/dCqQd
An Act to amend section three hundred and seven of an act entitled “An Act to establish a Civil Code,” relating to the formation of corporations, Stats. 1887, p. 95 http://goo.gl/A8V54
An Act to add a new section to the Civil Code of the State of California, to be numbered Section 363, authorizing corporations to own and improve property necessary for the transaction of their business, upon the unanimous vote of their Board of Directors, Stats. 1889, p. 67 http://goo.gl/ExmiZ
An Act to amend Sections 955 and 956 of an Act entitled “An Act to establish a Political Code,” approved March 12, 1872, relating to corporations becoming sureties on official bonds, Stats. 1889, p. 215
An Act to amend an Act to establish a Civil Code, approved March 21, 1872, by adding a new section thereto, to be numbered Section 363, relating to corporations, Stats. 1889, p. 332
An Act to amend Sections 359 and 303 of an Act entitled “An Act to establish a Civil Code,” approved March 21, 1872, relating to the by-laws of corporations and the increase and diminution of the capital stock, and the creation, increase, and diminution of the bonded indebtedness thereof, and repealing Section 306 of said Code, Stats. 1889, p. 364
An Act to provide for the payment of the wages of mechanics and laborers employed by corporations, Stats. 1891, p. 195 http://goo.gl/8yfwF
An Act to amend Section 309 of an Act entitled ”An Act to establish a Civil Code,” approved March 21, 1872, relating to declaring dividends by Directors of corporations, and repealing Section 809 of said Code, Stats. 1891, p. 468
An Act authorizing certain corporations to act as executor and in other capacities, and to provide for and regulate the administration of trusts by such corporations, Stats. 1891, p. 490
An Act to amend Section 362 of the Civil Code, relating to amending articles of incorporation, Stats. 1893, p. 131 http://goo.gl/HNL3L
An Act to amend Section 359, entitled “An Act to establish a Civil Code,” approved March 21, 1872, relating to corporations and the increase and diminution of the capital stock, and the creation, increase, and diminution of the bonded indebtedness thereof, Stats. 1893, p. 191
An Act to add a new section to the Code of Civil Procedure of the State of California, relating to the voluntary dissolution of corporations, and to be known and numbered as Section 1234, Stats. 1897, p. 33 http://goo.gl/sjpqI
An Act to amend Sections 1 and 3 of an Act entitled “An Act for the better protection of the stockholders in corporations formed under the laws of the State of California, for the purpose of canning on and conducting the business of mining,” Stats. 1897, p. 38
An Act to amend section one of an Act entitled “An Act for the further protection of stockholders in mining companies,” Stats. 1897, p. 96
An Act requiring every corporation doing business in this State to pay their employees, and each of them, at least once in each and every month, the wages earned by such employ, Stats. 1897, p. 231
An Act to amend Section 7 of “An Act authorizing corporations to act as executor and in other capacities, and to provide for and regulate the administration of trusts, by such corporations,” Stats. 1897, p. 424
An Act to amend the Civil Code of the State of California by adding a new section thereto, to be known and numbered as Section 384 thereof, relating to corporations, Stats. 1899, p. 95 http://goo.gl/2P5Jj
An Act to amend ”An Act in relation to foreign corporations,” approved April 1, 1872, Stats. 1899, p. 111
An Act requiring corporations organized under the laws of another State, Territory, or foreign country, to file a certified copy of their articles of incorporation in the office of the Secretary of State, Stats. 1901, p. 108 http://goo.gl/uFnyP
An Act to amend Section 305 of the Civil Code, relating to corporations, Stats. 1901, p. 308
[Miscellaneous acts amendatory to the Civil Code], Stats. 1901, p. 332
An Act to amend Section 296 of the Civil Code, relating to the filing of articles of incorporation, Stats. 1901, p. 629
An Act to amend Section 358 of the Civil Code, relating to organization and continuance of business corporations, Stats. 1901, p. 632
An Act to amend an act entitled “An act authorizing certain corporations to act as executor and in other capacities, and to provide for and regulate the administration of trusts by such corporations,” Stats. 1903, p. 244 http://goo.gl/Wx1I3
An act to amend Section 307 of the Civil Code of the State of California, relating to the election of directors and the manner of voting for the same, Stats. 1903, p. 253
An act to amend Section 321a, relating to the removal by corporations of their principal places of business, of an act entitled “An act to establish a Civil Code,” Stats. 1903, p. 254
An act to amend the Civil Code, by adding thereto a new section to be numbered 300a, relating to corporations, Stats. 1903, 256
An act to amend Section 1275 of the Civil Code, relating to testamentary dispositions to corporations, Stats. 1903, 258
An act to amend Section 359 of the Civil Code relating to the issuance of stocks or bonds of corporations and to the increase or diminution of the capital stock of corporations and to the creation or increase of bonded indebtedness of corporations and to the creation or increase of a consolidated bonded indebtedness by two or more corporations, Stats. 1903, p. 347
An act to amend the Civil Code of the State of California by adding a new section thereto to be numbered and known as section three hundred and sixty-one a, relating to transfers of the business, franchises and property of corporations, Stats. 1903, p. 396
An act to amend section 362 of the Civil Code, relating to amendments by corporations of their articles of incorporation, Stats. 1903, p. 411
An act to add a new section to be numbered and designated as section 321b, to an act entitled “An act to establish a Civil Code,” approved March 21, 1872, relating to regulating the giving and use of proxies to vote corporate stock at any meeting of the stockholders of any corporation organized under the laws of this state, Stats. 1905, p. 21 http://goo.gl/A0D1J
An act to amend an act entitled “An Act authorizing certain corporations to act as executor and in other capacities, and to provide for and regulate the administration of trusts by such corporations”, Stats. 1905, p. 232
An act to amend sections 322, 323 and 325 of the Civil Code, all relating to stockholders in corporations, Stats. 1905, p. 396
An act to repeal section 403 of the Civil Code, and to add a chapter to Title I of Part IV of Division First of the Civil Code, all relating to general provisions affecting corporations, Stats. 1905, p. 410
An act to amend sections 299, 302, 304, 309, 310, 311, 312, 314, and 315 of the Civil Code, all relating to corporations, Stats. 1905, p. 556
An act to repeal section 399 and to amend sections 400 and 401 of the Civil Code, Chapter V relating to the dissolution and extension of the term of existence of corporations, Stats. 1905, p. 563
An act to add a Title XIX to Part IV of Division First of the Civil Code, relating to co-operative business corporations, Stats. 1905, p. 594
An act to add a Title XX to Part IV of Division First of the Civil Code, relating to co-operative business associations, Stats. 1905, p. 594
An act to amend section 564 of the Penal Code, relating to fraud in the management of corporations, Stats. 1905, p. 683
An act to provide for the incorporation of associations for lending money on personal property, and regulating the same, and to forbid certain loans of money, property or credit, Stats. 1905, p. 711
An act to amend sections 360 and 362, and to repeal sections 361 and 363 of the Civil Code, as approved March 5, 1889, all relating to the powers corporations, Stats. 1905, p. 774
An act to amend an act entitled “An act to protect stockholders and persons dealing with corporations in this State,” approved March 29th, 1878, Stats. 1905, p. 786
An act to amend section 312 of the Civil Code of the State of California, relating to elections by stockholders of corporations, Stats. 1905, p. 787

 

Compilations of the Civil Code (1874 – 1919):
The Civil Code of the State of California / annotated by Creed Haymond and John C. Burch. San Francisco, A.L. Bancroft & Company, 1874 http://goo.gl/isD44
The codes and statutes of the State of California, by Theodore H. Hittell. San Francisco : A. L. Bancroft, 1876-1880, v. 1 to 3 http://goo.gl/BE6hGhttp://goo.gl/GT71lhttp://goo.gl/Dup5j
The codes and statutes of California, compiled by F.P. Deering. San Francisco : Bancroft-Whitney Co., 1886 http://goo.gl/76nxV
The civil code of the State of California, compiled by Albert Hart. San Francisco : Bancroft-Whitney Co., 1888 http://goo.gl/3Nu2y
The civil code of the State of California, compiled by Albert Hart. San Francisco : Bancroft-Whitney Co., 1891 http://goo.gl/BkLNI
The civil code of the State of California, compiled by James H. Deering. San Francisco : Bancroft-Whitney Co., 1897 http://goo.gl/V397k
The civil code of the State of California, compiled by James H. Deering. San Francisco : Bancroft-Whitney Co., 1899 http://goo.gl/DTDO2
The Codes and Statutes of California, by Carter P. Pomeroy. San Francisco : Bancroft-Whitney, 1901 http://goo.gl/W9CR8
The civil code of the State of California, compiled by R.M. Sims. San Francisco : Bancroft-Whitney Co., 1906 http://goo.gl/mDQj9
The civil code of the State of California, compiled by James H. Deering. San Francisco : Bancroft-Whitney Co., 1909 http://goo.gl/yQfXR
Consolidated supplement to the codes and general laws of 1909, compiled by James H. Deering. San Francisco : Bancroft-Whitney Co., 1913 http://goo.gl/Ugw5c
The civil code of the State of California, compiled by James H. Deering. San Francisco : Bancroft-Whitney Co., 1915 http://goo.gl/cKaRU
Consolidated Supplement to the Codes and General Laws of the State of California of 1915, compiled by James H. Deering. San Francisco : Bancroft-Whitney Co., 1919 http://goo.gl/aSiJg

 

Florida (various):

Florida Various Corporate Statutes:
An Act relative to Associations for Manufacturing Purposes, Acts, c. 490 (1852-3) http://goo.gl/YZyek2
An Act to Amend an Act relating to Corporations, Laws of Fla., ch. 3907 (1889). http://goo.gl/QAi5aq
An Act to Provide for Levies upon, and Sales of, Stock in Corporations, Laws of Fla., ch. 3917 (1889). http://goo.gl/tdVBAQ
Fla. Stat., § 2643-2839 (1906) http://goo.gl/3iQm7j
Foreign corporations for profit, Laws of Fla., ch. 5717 (1907). http://goo.gl/0M7tn7
Letters patent for carrying on two or more businesses, Laws of Fla., ch. 5718 (1907). http://goo.gl/8BVC7z
Laws of Florida Relating to Corporations, Tallahassee, Capital Publishing Company, 1909 http://hdl.handle.net/2027/njp.32101064646670

 

Illinois (1849 – 1891)

Illinois Corporate Statutes: 1849 to 1891:
An Act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes, Laws 1849, p.87 http://goo.gl/SKpgzc
Statutes of Illinois, §236, c. 25 (1856) http://goo.gl/SgJ7C6
An Act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes, Laws 1857, p.161 http://goo.gl/FYwFvv
Statutes of Illinois, p. 756 (1866) http://goo.gl/l09TnJ
Revised Statutes, c. 32 (1874) http://goo.gl/vxNiVR
Statutes of Illinois, c. 32 (1878) http://goo.gl/hyBQBO
Revised Statutes, c. 32 (1880) http://goo.gl/ojEvxY
Annotated Statutes., c. 32 (1885) http://goo.gl/ISqH2z
Revised Statutes, c. 32 (1887) http://goo.gl/Yt6md7
Revised Statutes, c. 32 (1891) http://goo.gl/RUCy3j

 

Indiana (1843-1897):

Indiana Corporate Statutes (1843 to 1897):
Indiana Revised Statutes, § 3001-3030 (1843) http://goo.gl/2wvgyP
An Act establishing provisions respecting corporations, 1 R.S. 239 (1852) http://goo.gl/SHoQea
An Act respecting foreign corporations and their agents in this state, 1 R.S. 242 (1852) http://goo.gl/bGVHkt
Indiana Revised Statutes, § 3001-3030 (1881) http://goo.gl/xnVSQU
An act establishing provisions respecting private corporations, created and existing at and before November 1, 1851, § 6937-6944 (1883) http://goo.gl/aVgNEM
Indiana Revised Statutes (Elliott’s Supplement), § 957-1140 (1889) http://goo.gl/jaJpbP
Indiana Revised Statutes, § 7006-7010; 7509-7577; 8340 (1892) http://goo.gl/LGSCkZ
Indiana Revised Statutes, § 3490-3528; 5202-5256; 9007-9023; (1897) http://goo.gl/unCta5

 

Massachusetts (1798-1932):

Massachusetts Corporate Statutes (1798-1932):
An Act Enabling Proprietors of Aqueducts to manage the Same, L. 1798, c. 59 First general incorporation act in Massachusetts (repealed in 1836) –http://archives.lib.state.ma.us/handle/2452/105228
An Act Directing The Mode Of Attaching On Mesne Process, And Selling By Execution, Shares Of Debtors In Incorporated Companies, L. 1804, c. 83 http://archives.lib.state.ma.us/handle/2452/105886
An Act Defining The General Powers And Duties Of Manufacturing Corporations, L. 1808, c. 65 http://archives.lib.state.ma.us/handle/2452/106532
An Act In Addition To An Act, Entitled ” An Act Defining The General Powers And Duties Of Manufacturing Corporations.”, L. 1817, c. 183 http://archives.lib.state.ma.us/handle/2452/109925
An Act In Addition To The Several Acts Concerning Corporations, L. 1819, c. 43 http://archives.lib.state.ma.us/handle/2452/110114
An Act In Addition To An Act, Entitled “An Act Defining The General Powers And Duties Of Manufacturing Corporations.”, L. 1821, c. 38 http://archives.lib.state.ma.us/handle/2452/110368
An Act In Addition To The Several Acts Respecting The General Powers And Duties Of Manufacturing Corporations, L. 1826, c. 137 http://archives.lib.state.ma.us/handle/2452/111186
An Act Defining The General Powers And Duties Of Manufacturing Corporations, L. 1829, c. 53. http://archives.lib.state.ma.us/handle/2452/111529
An Act Concerning Corporations, L. 1833, c. 83 http://archives.lib.state.ma.us/handle/2452/112083
An Act Respecting The Mode Of Calling And Organizing Meetings Of Corporations, L. 1833, c. 49 http://archives.lib.state.ma.us/handle/2452/112048
An Act Concerning Manufacturing Corporations, L. 1846, c. 45 http://archives.lib.state.ma.us/handle/2452/93868
An Act Relating To Joint Stock Companies, L. 1851, c. 133 http://archives.lib.state.ma.us/handle/2452/95408
An Act Concerning Stockholders In Manufacturing Corporations, L. 1851, c. 315 http://archives.lib.state.ma.us/handle/2452/95590
An Act In Addition To “An Act Concerning Stockholders In Manufacturing Corporations”, L. 1852, c. 24 http://archives.lib.state.ma.us/handle/2452/95648
An Act Concerning Manufacturing Corporations, L. 1855, c. 290 http://archives.lib.state.ma.us/handle/2452/97113
An Act To Define And Regulate The Enforcement Of The Liabilities Of Officers And Stockholders Of Manufacturing Corporations, L. 1862, c. 218 http://archives.lib.state.ma.us/handle/2452/99064
An Act In Addition To An Act To Define And Regulate The Enforcement Of The Liabilities Of Officers And Stockholders Of Manufacturing Corporations, L. 1863, c. 246 http://archives.lib.state.ma.us/handle/2452/99318
An Act In Addition To An Act To Define And Regulate The Enforcement Of The Liabilities Of Officers And Stockholders Of Manufacturing Corporations, L. 1864, c. 219 http://archives.lib.state.ma.us/handle/2452/99541
An Act Relating To The Increase Of Capital Stock By Corporations, L. 1870, c. 179 http://archives.lib.state.ma.us/handle/2452/101582
An Act Concerning Manufacturing And Other Corporations, L. 1870, c. 224 http://archives.lib.state.ma.us/handle/2452/101627
An Act In Addition To An Act Concerning Manufacturing And Other Corporations, L. 1871, c. 110 http://archives.lib.state.ma.us/handle/2452/101942
An Act To Extend An Act Concerning Manufacturing And Other Corporations To Hotels And Public Halls, L. 1872, c. 244 http://archives.lib.state.ma.us/handle/2452/102475
An Act In Addition To An Act Concerning Manufacturing And Other Corporations, L. 1874, c. 165 http://archives.lib.state.ma.us/handle/2452/103137
An Act Concerning Manufacturing And Other Corporations, L. 1874, c. 349 http://archives.lib.state.ma.us/handle/2452/103325
An Act Concerning Manufacturing And Other Corporations, L. 1875, c. 177 http://archives.lib.state.ma.us/handle/2452/103563
An Act To Amend Chapter Two Hundred And Twenty-Four Of The Acts Of The Year Eighteen Hundred And Seventy, Concerning Manufacturing And Other Corporations, L. 1875, c. 225 http://archives.lib.state.ma.us/handle/2452/103611
An Act To Amend Chapter One Hundred And Seventy-Seven Of The Acts Of The Year Eighteen Hundred And Seventy-Five, Concerning Manufacturing And Other Corporations, L. 1876, c. 1 http://archives.lib.state.ma.us/handle/2452/89624
An Act Authorizing Manufacturing And Other Corporations To Change Their Locations, L. 1877, c. 67 http://archives.lib.state.ma.us/handle/2452/89938
An Act To Amend Chapter Two Hundred And Twenty-Four Of The Acts Of The Year Eighteen Hundred And Seventy, Entitled An Act Concerning Manufacturing And Other Corporations, L. 1877, c. 230 http://archives.lib.state.ma.us/handle/2452/90101
An Act To Amend “An Act Concerning Manufacturing And Other Corporations, L. 1879, c. 210 http://archives.lib.state.ma.us/handle/2452/90617
An Act To Authorize Certain Foreign Manufacturing Corporations To Hold Real Estate, L. 1895, c. 387 http://archives.lib.state.ma.us/handle/2452/87320
An Act Relative To The Bonds Of Treasurers Of Manufacturing And Other Corporations, L. 1896, c. 346 http://archives.lib.state.ma.us/handle/2452/87788
An Act Relative To Mechanical And Manufacturing Corporations, L. 1899 c. 199 http://archives.lib.state.ma.us/handle/2452/88724
An Act Relative To The Corporation Laws Of The Commonwealth, L. 1902, c. 335 http://archives.lib.state.ma.us/handle/2452/72336
An Act To Authorize Corporations To Issue Preferred Stock, L. 1902, c. 441 http://archives.lib.state.ma.us/handle/2452/72442
An Act Relative To The Transfer Of Stock In Corporations, L. 1903, c. 423 http://archives.lib.state.ma.us/handle/2452/72969
The Business Corporation Law, L. 1903, c. 437 http://archives.lib.state.ma.us/handle/2452/72983The Report of the Committee on Corporation Laws, whose adoption gave rise to the new Business Corporation Law (1903), is available here:http://goo.gl/0DBiY
An Act Relative To The Annual Meetings Of The Stockholders Of Corporations, L. 1904, c. 207 http://archives.lib.state.ma.us/handle/2452/73238
An Act Relative To Changes In The By-Laws Of Business Corporations As To The Date Of The Annual Meeting, L. 1905, c. 222 http://archives.lib.state.ma.us/handle/2452/73724
An Act Relative To The Annual Certificate Of Condition Of Foreign Corporations, L. 1905, c. 223 http://archives.lib.state.ma.us/handle/2452/73735
An Act Relative To Restraining By Injunction Corporations From Transacting Unauthorized Business, L. 1906, c. 372 http://archives.lib.state.ma.us/handle/2452/74354
An Act Relative To Changes In Officers Of Domestic Corporations, L. 1907, c. 282 http://archives.lib.state.ma.us/handle/2452/74682
An Act Relative To The Organization Fees Of Business Corporations, L. 1907, c. 396 http://archives.lib.state.ma.us/handle/2452/74796
An Act Relative To The Changing Of Names Of Corporations, L. 1908, c. 163 http://archives.lib.state.ma.us/handle/2452/75150
An Act Relative To Changes In Officers Of Business Corporations, L. 1908, c. 180 http://archives.lib.state.ma.us/handle/2452/75167
An Act Relative To Auditors Of Certificates Of Condition Of Certain Corporations, L. 1908, c. 300 http://archives.lib.state.ma.us/handle/2452/75287
An Act Relative To Penalties Imposed Upon Corporations For Failure To Make Certain Returns, L. 1908, c. 318 http://archives.lib.state.ma.us/handle/2452/75305
An Act To Prohibit The Making Of Political Contributions By Business Corporations, L. 1908, c. 483 http://archives.lib.state.ma.us/handle/2452/75470
An Act Relative To The Appointment Of Auditors Of Business Corporations, L. 1909, c. 326 http://archives.lib.state.ma.us/handle/2452/75970
An Act To Make Uniform The Law Of Transfer Of Shares Of Stock In Corporations, L. 1910, c. 171 http://archives.lib.state.ma.us/handle/2452/76358
An Act Relative To Business Corporations, L. 1910, c. 385 http://archives.lib.state.ma.us/handle/2452/76572
An Act To Provide That Shares Of Corporations Shall Be Attached Only In Equity, L. 1910, c. 531 http://archives.lib.state.ma.us/handle/2452/76718
An Act Relative To The Listing And Advertising Of Shares Of Stock Of Mining Corporations, L. 1911, c. 492 http://archives.lib.state.ma.us/handle/2452/77338
An Act Relative To The Voting Powers Of Stockholders Of Business Corporations, L. 1912, c. 175 http://archives.lib.state.ma.us/handle/2452/77777
An Act Further To Prohibit The Making Of Political Contributions By Business Corporations, L. 1912, c. 229 http://archives.lib.state.ma.us/handle/2452/77831
An Act Relative To False Reports Or Statements Concerning Corporations, L. 1914, c. 661 http://archives.lib.state.ma.us/handle/2452/79840
An Act Relative To Changes In Officers Of Business Corporations, L. 1915, c. 15 http://archives.lib.state.ma.us/handle/2452/79995
An Act Relative To The Change Of Name Of Corporations, L. 1915, c. 205 http://archives.lib.state.ma.us/handle/2452/80185
An Act Relative To The Purposes For Which Corporations May Be Formed, L. 1915, c. 213 http://archives.lib.state.ma.us/handle/2452/80193
An Act Relative To The Limitation Of The Capital Stock Of Trust Companies, L. 1916, c. 37 http://archives.lib.state.ma.us/handle/2452/80705
An Act Relative To The Signing Of Corporation Stock Certificates, L. 1916, c. 105 http://archives.lib.state.ma.us/handle/2452/80773
An Act To Make Certain Substantive Corrections In Existing Laws, L. 1918, c. 257 http://archives.lib.state.ma.us/handle/2452/82337
An Act to continue the corporate existence of certain dissolved corporations for purposes of suit, L. 1920, c. 165 http://archives.lib.state.ma.us/handle/2452/64706
An Act relative to the issue of capital stock by business corporations, L. 1920, c. 349 http://archives.lib.state.ma.us/handle/2452/64890
An Act to regulate the issue of stock by business corporations, L. 1920, c. 556 http://archives.lib.state.ma.us/handle/2452/65097
An Act Relative To The Sale Or Transfer Of The Assets Of A Foreign Business Corporation, L. 1923, c. 140 http://archives.lib.state.ma.us/handle/2452/66819
An Act Relative To The Publication By The State Secretary Of Certain Matter Relative To Certain Corporations, L. 1923, c. 146 http://archives.lib.state.ma.us/handle/2452/66380
An Act Relative To Meetings Of Stockholders Of Business Corporations, L. 1924, c. 91 http://archives.lib.state.ma.us/handle/2452/66819
An Act Relative To Certificates Of Stock Of Domestic Business Corporations, L. 1928, c. 129 http://archives.lib.state.ma.us/handle/2452/68377
An Act Further Regulating The Signing And Sealing Of Stock Certificates Of Business Corporations, L. 1929, c. 102 http://archives.lib.state.ma.us/handle/2452/68835
An Act Further Regulating The Signing And Sealing Of Stock Certificates Of Business Corporations, L. 1929, c. 375 http://archives.lib.state.ma.us/handle/2452/69108
An Act Relative To The Liability Of Officers And Directors Of Business Corporations Based On Certain False Statements Or Reports Filed With The Commissioner Of Corporations And Taxation, And To The Form Of The Annual Report Of Condition Of Such Corporations, L. 1931, c. 313 http://archives.lib.state.ma.us/handle/2452/63946
An Act Relative To The Changing By Business Corporations Of Shares Of Stock With Par Value To Shares Of Stock Without Par Value, L. 1932, c. 136 http://archives.lib.state.ma.us/handle/2452/63459

 

New Jersey (1821-1921):

New Jersey Corporate Statutes (1821-1921):
An act for the relief of creditors against corporations, passed 31st January 1817, Laws (ed. 1821), 610 http://goo.gl/5PlWX
An Act relative to incorporation, passed 14th of February 1833, Laws (ed. 1833), 445 http://goo.gl/4Ws6C
An Act to prevent frauds by incorporated companies, N.J. Rev. Stat. 129 (1846) http://goo.gl/d709s
An Act Concerning Corporations, N.J. Rev. Stat. 136 (1846)
An Act to prevent fraudulent elections by incorporated companies, and to facilitate proceedings against them, N.J. Rev. Stat. 139 (1846)
An Act to authorize the establishment, and to prescribe the duties of manufacturing companies, N.J. Rev. Stat. 142 (1846)
An Act directing notice to be given of applications to the legislature relative to incorporations, N.J. Rev. Stat. 151 (1846)
An Act Concerning Corporations N.J. Rev. Stat. 175 (1877) http://goo.gl/ncNTt
A Supplement to “An Act to prevent fraudulent elections by incorporated companies”, N.J. Rev. Stat. 1281 (1877) http://goo.gl/K6ZsI
Supplement to an act entitled “An Act Concerning Corporations”, N.J. Rev. Stat. 1282 (1877)
An Act Concerning Corporations, General Statutes 904 (1895) http://goo.gl/8gbIy
An Act Concerning Corporations (1896), with amendments up to 1901 available in James B. Dill, The General Corporation Act of New Jersey, New York, 1901 –http://goo.gl/3rtx9
An Act Concerning Corporations (1896), with amendments up to 1921 available in John Treacy and John Milton, The General Corporation Act of New Jersey, Union Hill, N.J. 1921 – http://goo.gl/MrxAg

 

New York (1784-1880):

New York Corporate Statutes (1784-1880):
An Act to enable all the religious denomination in this State to appoint trustees who shall be body corporate, L. 1784, c. 18 First general incorporation act in the state of New York (for religious purposes) – http://goo.gl/YolQF
Act relative to incorporations for manufacturing purposes, L. 1811, c. 67; 3 N.Y. R.S. 310 (1829) First general business incorporation act in the state of New York – http://goo.gl/ekN0g
An act to amend the act entitled “an Act relative to incorporations for manufacturing purposes”, L. 1815, c. 47; 3 N.Y. R.S. 312 (1829) http://goo.gl/ekN0g
An act for the preservation of cotton, woolen and linen manufactories from damage by fire, L. 1815, c. 202; 3 N.Y. R.S. 312 (1829)
An act to continue in force certain acts therein mentioned, L. 1816, c. 58; 3 N.Y. R.S. 313 (1829)
An act to amend the act entitled “an Act relative to incorporations for manufacturing purposes”, L. 1817, c. 223; 3 N.Y. R.S. 313 (1829)
An act reviving the act relative to incorporations for manufacturing purposes, L. 1818, c. 67; 3 N.Y. R.S. 313 (1829)
An act in addition to the act entitled “An act to amend the act relative to incorporations for manufacturing purposes”, L. 1819, c. 102; 3 N.Y. R.S.314 (1829)
An act to revive and continue in force and operation an act entitled “an Act relative to incorporations for manufacturing purposes”, L. 1821, c. 14; 3 N.Y. R.S. 314 (1829)
An act to amend an act entitled “an Act relative to incorporations for manufacturing purposes”, L. 1822, c. 213; 3 N.Y. R.S. 314 (1829)
Of applications to the legislature, 1 N.Y. R.S. 155 (1829) http://goo.gl/1pWKc
Of the general powers, privileges, and liabilities of corporations, 1 N.Y. R.S. 599 (1829) http://archive.org/stream/revisedstatutes00spengoog
Special provisions relating to certain corporations, 1 N.Y. R.S. 601 (1829) http://archive.org/stream/revisedstatutes00spengoog
Of Proceedings by and against corporations, in courts of law, 2 N.Y. R.S. 457 (1829) http://goo.gl/Gp6rt
Of Proceedings against corporations, in equity, 2 N.Y. R.S. 461 (1829)
Of the voluntary dissolution of corporations, 2 N.Y. R.S. 466 (1829)
An act to provide for the incorporation of companies to construct plank-roads, and of companies to construct turnpike roads, c. 210 (1847), 2 N.Y. R.S. 267 (1875) http://goo.gl/jX1Zut
Act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes, L. 1848, c.40; 2 N.Y. R.S. 499 (1875) http://goo.gl/BPKi8r
An act to extend the operation and effect of an act entitled “An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes”, L. 1863, c. 63 http://goo.gl/J45ej
An act to extend the operation and effect of an act entitled “An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes”, L. 1864, c. 337
An act to amend an act entitled “An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes”, L. 1864, c. 517
An act to amend an act entitled “An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes”, L. 1866 c. 73
An act to amend an act entitled “An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes”, L. 1866, c. 838
An act to amend an act …entitled “An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes”, L. 1867, c. 12 http://goo.gl/bo1Hb
An act to amend an act …entitled “An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes”, L. 1867, c. 248
An act to enable companies or corporations, organized under any general law, to extend the term of their existence, L. 1867, c. 937
An act to authorize the consolidation of corporations organized under the act entitled “An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes”, L. 1867, c. 960
An act to amend an act …entitled “An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes”, L. 1868, c. 781
An act to facilitate the service e of process upon non-resident stockholders…in actions now authorized by law, L. 1869, c. 158
An act to amend “An act in relation to evidence”, L. 1869, c. 589
An act for the relief of corporations organized under general laws, L. 1870, c. 135
An act to regulate proceedings against corporations by injunctions and otherwise, L. 1870, c. 151
An act to authorize corporations to change their names, L. 1870, c. 322
An act to authorize the formation of associations to carry on the business of marketing in the city of New York, L. 1871, c. 820; 2 N.Y. R.S. 769 (1875) http://goo.gl/8RaU7
An act to amend An act to authorize corporations to hold and convey real estate for business purposes in other states, with the consent thereof, L. 1875, c. 119 http://goo.gl/H33XV
An act to amend an act to regulate proceedings against corporations by injunctions and otherwise, L. 1875, c. 428
An act to provide for the organization and regulation of certain business corporations, L. 1875, c. 611
An act to further amend an act to authorize corporations to change their names, L. 1876, c. 280
An act to amend …an act entitled: “An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes”, L. 1876, c. 358
An act relative to the dissolution of corporations, L. 1876, c. 442
An act extending to corporations located in and organized under the laws of other states, certain rights and powers now possessed by similar corporations of this state, L. 1877, c. 158
An act to amend …an act entitled: “An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes”, L. 1877, c. 374
An act to authorize corporations organized under the laws of this state to reduce their capital stock, L. 1878, c. 264
An act to amend …an act entitled: “An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes”, L. 1878, c. 316
An act to amend …an act entitled: “An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes”, L. 1879, c. 290
An act to amend an act relative to the purchasers of the franchises and property of corporations whose franchises and property shall have been sold by mortgage, L. 1880, c. 113
An act to amend an act to provide for the organization and regulation of certain business corporations, L. 1880, c. 187
An act to authorize the exchange of preferred stock for common stock of corporations, L. 1880, c. 225
An act in relation to receivers of insolvent corporations, L. 1880, c. 537

 

North Carolina (1795):

North Carolina Corporate Statutes (1795):
An act to encourage the cutting of Canals by subscription (1795) Arguably, the first general incorporation act (for a business purpose) in the United States [1]http://archive.org/details/lawsofnorthcarol1795nort

[1] Per: William M. Fletcher, Cyclopedia of the Law of Private Corporations, Chicago, Callaghan and C., 1917, v. 1, p. 4; contra: Joseph S. Davis, Essays in the Earlier History of the American Corporations, Cambridge, Harvard University Press, 1917, v. 2, p. 18.

Pennsylvania (1791-1885):

Pennsylvania Corporate Statutes (1791-1885):
An act to confer on certain associations of the citizens of this commonwealth the powers and immunities of corporations or bodies politic in law, act of April 6 1791 First general incorporation act in Pennsylvania (for literary, charitable or religious purposes) –http://goo.gl/JNPYK With amendments as of 1854:http://goo.gl/T820w
An act Relating to the escheat of lands held by corporations, without the license of the commonwealth, Apr. 6, 1833, P.L. 167, No. 83 http://goo.gl/y55Ku
Quo Warranto Act, Jun. 14, 1836, P.L. 621, No. 174 http://goo.gl/bvhel
An Act to encourage manufacturing operations in this commonwealth, April 7th 1849 http://goo.gl/dG3yF With amendments as of 1854: http://goo.gl/T820w
An act relating to corporations (1871) http://goo.gl/QD4sk
An act to provide for the incorporation and regulation of certain corporations (1874) Act of April 24, 1874, P.L. 68 http://goo.gl/Ocbsu
Sale, letting or mortgaging of real estate by Corporations, Jun. 8, 1881, P.L. 69, No. 76 http://goo.gl/saFPC
Surety Bonds, Corporations, Jun. 25, 1885, P.L. 181, No. 149 http://goo.gl/PXsZp

 

Texas (1836-1911):

Note: for ease of use, page numbers in the right column refer to the page sequence on the Portal to Texas History website.

Texas Corporate Statutes (1836-1911):
The Constitution of the Republic of Texas (1836), General Provisions, §30; art. II, §3 Gammel, Hans Peter Mareus Neilsen. The Laws of Texas, 1822-1897 Volume 1, Book, 1898, p. 1069 –http://texashistory.unt.edu/ark:/67531/metapth5872/
Constitution of the State of Texas (1845), art. VII, §§ 30, 31 Gammel, Hans Peter Mareus Neilsen. The Laws of Texas, 1822-1897 Volume 2, Book, 1898, p. 1294 –http://texashistory.unt.edu/ark:/67531/metapth6726/
An Act to dispense with the use of Scrolls and Seals in certain cases, c. 78, General Laws of Texas, 1858, p. 96 Gammel, Hans Peter Mareus Neilsen. The Laws of Texas, 1822-1897 Volume 4, Book, 1898, p. 968 –http://texashistory.unt.edu/ark:/67531/metapth6730/
Constitution of the State of Texas (1861), art. VII, §§ 30, 31 Gammel, Hans Peter Mareus Neilsen. The Laws of Texas, 1822-1897 Volume 5, Book, 1898, p. 21 –http://texashistory.unt.edu/ark:/67531/metapth6727/
Constitution of the State of Texas (1866), art. VII, §§ 30, 31 Gammel, Hans Peter Mareus Neilsen. The Laws of Texas, 1822-1897 Volume 5, Book, 1898, p. 878 –http://texashistory.unt.edu/ark:/67531/metapth6727/
An Act to authorize and provide for any County, City or Town, to become a Stockholder in, or loan its credit to any Company, Corporation or Association, c. 176, General Laws of Texas, 1866, p. 219 Gammel, Hans Peter Mareus Neilsen. The Laws of Texas, 1822-1897 Volume 5, Book, 1898, p. 1137 –http://texashistory.unt.edu/ark:/67531/metapth6727/
An act concerning private corporations, c. 80, General Laws of Texas, 1871, p. 66 Gammel, Hans Peter Mareus Neilsen. The Laws of Texas, 1822-1897 Volume 7, Book, 1898, p. 68 –http://texashistory.unt.edu/ark:/67531/metapth6732/
An Act amendatory of and supplemental to “An act concerning private corporations,” c. 33, General Laws of Texas, 1873, p. 42 Gammel, Hans Peter Mareus Neilsen. The Laws of Texas, 1822-1897 Volume 7, Book, 1898, p. 494 –http://texashistory.unt.edu/ark:/67531/metapth6732/
An Act to repeal section sixty of an Act entitled “An act concerning private corporations,” c. 81, General Laws of Texas, 1873, p. 123 Gammel, Hans Peter Mareus Neilsen. The Laws of Texas, 1822-1897 Volume 7, Book, 1898, p. 575 –http://texashistory.unt.edu/ark:/67531/metapth6732/
An Act to confer jurisdiction of certain civil causes of the Courts in the several Counties in this State, c. 87, General Laws of Texas, 1874, p. 107 Gammel, Hans Peter Mareus Neilsen. The Laws of Texas, 1822-1897 Volume 8, Book, 1898, p. 109 –http://texashistory.unt.edu/ark:/67531/metapth6731/
An act concerning private corporations, c. 97, General Laws of Texas, 1874, p. 120 Gammel, Hans Peter Mareus Neilsen. The Laws of Texas, 1822-1897 Volume 8, Book, 1898, p. 122 –http://texashistory.unt.edu/ark:/67531/metapth6731/
Constitution of the State of Texas (1876), art. III, §§50-2, 56; art. IV, §22; art. VIII, §4; art. XI, §3; art. XII; art. XVI §§ 16, 26, 35. Gammel, Hans Peter Mareus Neilsen. The Laws of Texas, 1822-1897 Volume 8, Book, 1898, pp. 791-3; 798-9; 813; 819; 820-1; 828, 830.http://texashistory.unt.edu/ark:/67531/metapth6731/
An Act to provide for the judicial forfeiture of charters, and prescribing the duties of the Attorney-General in relation thereto, c. 167, General Laws of Texas, 1876, p. 312 Gammel, Hans Peter Mareus Neilsen. The Laws of Texas, 1822-1897 Volume 8, Book, 1898, p. 1149; –http://texashistory.unt.edu/ark:/67531/metapth6731/
Tex. Rev. Civ. Stat. § 562 (1879) http://goo.gl/E4SRK
An Act to amend Article 575, Chapter 3, Title 20 of the Revised Statutes of the State of Texas, by adding thereto Section 9, c. 95, General Laws of Texas, 1883, p. 98 Gammel, Hans Peter Mareus Neilsen. The Laws of Texas, 1822-1897 Volume 9, Book, 1898, p. 404 –http://texashistory.unt.edu/ark:/67531/metapth6729/
An Act to amend chapter 2 article 566, of the Revised Civil Statutes, c. 61, General Laws of Texas, 1885, p. 59 Gammel, Hans Peter Mareus Neilsen. The Laws of Texas, 1822-1897 Volume 9, Book, 1898, p. 679 –http://texashistory.unt.edu/ark:/67531/metapth6729/
An Act prescribing and fixing the venue of suits against foreign corporations, joint stock companies or associations, or acting corporations or associations, doing business within this State, and to provide the mode of serving process on such corporations or associations, c. 83, General Laws of Texas, 1885, p. 79 Gammel, Hans Peter Mareus Neilsen. The Laws of Texas, 1822-1897 Volume 9, Book, 1898, p. 699 –http://texashistory.unt.edu/ark:/67531/metapth6729/
An Act to amend an act entitled “An Act to amend chapter 2 article 566, of the Revised Civil Statutes of the State of Texas,” c. 58, General Laws of Texas, 1887, p. 40 Gammel, Hans Peter Mareus Neilsen. The Laws of Texas, 1822-1897 Volume 9, Book, 1898, p. 838 –http://texashistory.unt.edu/ark:/67531/metapth6729/
An Act to amend Title 20 of the Revised Civil Statutes of the State of Texas, entitled Private Corporations [to] authorize the construction, owning, and operating deep water channels and docks, c. 100, General Laws of Texas, 1887, p. 91 Gammel, Hans Peter Mareus Neilsen. The Laws of Texas, 1822-1897 Volume 9, Book, 1898, p. 889 –http://texashistory.unt.edu/ark:/67531/metapth6729/
An Act to amend Article 568, Title 20, Chapter 2, of an Act to adopt and establish the Revised Civil Statutes of the State of Texas, c. 110, General Laws of Texas, 1887, p. 103 Gammel, Hans Peter Mareus Neilsen. The Laws of Texas, 1822-1897 Volume 9, Book, 1898, p. 901 –http://texashistory.unt.edu/ark:/67531/metapth6729/
An act to require foreign corporations to file their articles of incorporation with the Secretary of State, and imposing certain conditions upon such corporations transacting business in the State, and providing penalties for a violation of the same, c.128, General Laws of Texas, 1887, p. 116 Gammel, Hans Peter Mareus Neilsen. The Laws of Texas, 1822-1897 Volume 9, Book, 1898, p. 914 –http://texashistory.unt.edu/ark:/67531/metapth6729/
An Act to amend Article 566, Chapter 2, Title XX, of the Revised Civil Statutes of the State of Texas, c. 1, General Laws of Texas, 1888, p. 1 Gammel, Hans Peter Mareus Neilsen. The Laws of Texas, 1822-1897 Volume 9, Book, 1898, p. 999 –http://texashistory.unt.edu/ark:/67531/metapth6729/
An Act to require foreign corporations to file their articles of incorporation with the Secretary of State…and to repeal an act approved April 2, 1887, c. 78, General Laws of Texas, 1889, p. 87 Gammel, Hans Peter Mareus Neilsen. The Laws of Texas, 1822-1897 Volume 9, Book, 1898, p. 1115 –http://texashistory.unt.edu/ark:/67531/metapth6729/
An Act to encourage irrigation, and to provide for the acquisition of the right to the use of water, and for the construction and maintenance of canals, ditches, flumes, reservoirs, and wells for irrigation, and for mining, milling and stockraising on the arid districts of Texas, c. 88, General Laws of Texas, 1889, p. 100 Gammel, Hans Peter Mareus Neilsen. The Laws of Texas, 1822-1897 Volume 9, Book, 1898, p. 1128 –http://texashistory.unt.edu/ark:/67531/metapth6729/
An Act to amend an act entitled: “an act to amend Article 566, chapter 2, Title 20, of the Revised Civil Statutes of the State of Texas,” c. 101, General Laws of Texas, 1891, p. 161 Gammel, Hans Peter Mareus Neilsen. The Laws of Texas, 1822-1897 Volume 10, Book, 1898, p. 163 –http://texashistory.unt.edu/ark:/67531/metapth6733/
An act to define perpetuities and prevent land monopolies, to limit and regulate the use and ownership of lands by corporations, and to provide for the alienation, forfeiture, and escheat of lands held in violation of the laws of Texas, c. 38, General Laws of Texas, 1893, p. 36 Gammel, Hans Peter Mareus Neilsen. The Laws of Texas, 1822-1897 Volume 10, Book, 1898, p. 466 –http://texashistory.unt.edu/ark:/67531/metapth6733/
An act to amend Article 566, chapter 2, Title 20, of the Revised Civil Statutes of the State of Texas, c. 83, General Laws of Texas, 1893, p. 109 Gammel, Hans Peter Mareus Neilsen. The Laws of Texas, 1822-1897 Volume 10, Book, 1898, p. 539 –http://texashistory.unt.edu/ark:/67531/metapth6733/
An act to amend Article 576, Title 20, chapter 3, of the Revised Civil Statutes of the State of Texas, c. 95, General Laws of Texas, 1893, p. 123 Gammel, Hans Peter Mareus Neilsen. The Laws of Texas, 1822-1897 Volume 10, Book, 1898, p. 553 –http://texashistory.unt.edu/ark:/67531/metapth6733/
An act to restore and revive the charters of private corporations chartered under the laws of the State of Texas, and all permits issued by the State of Texas to foreign corporations to transact business within this State, which have from failure to pay their annual franchise tax lapsed or been declared forfeited by the Secretary of State, c. 28, General Laws of Texas, 1895, p. 33 Gammel, Hans Peter Mareus Neilsen. The Laws of Texas, 1822-1897 Volume 10, Book, 1898, p. 763 –http://texashistory.unt.edu/ark:/67531/metapth6733/
An act to amend Article 566, chapter 2, Title 20, of the Revised Civil Statutes of the State of Texas, c. 125, General Laws of Texas, 1895, p. 190 Gammel, Hans Peter Mareus Neilsen. The Laws of Texas, 1822-1897 Volume 10, Book, 1898, p. 920 –http://texashistory.unt.edu/ark:/67531/metapth6733/
Tex. Rev. Civ. Stat. § 638 (1895) http://goo.gl/9R9N7
An act to amend Article 749c of Chapter 18, of Title XXI, of the Revised Civil Statutes, restricting land holdings of certain corporations, c. 48, General Laws of Texas, 1897, p. 38 Gammel, Hans Peter Mareus Neilsen. The Laws of Texas, 1822-1897 Volume 10, Book, 1898, p. 1102 –http://texashistory.unt.edu/ark:/67531/metapth6733/
An act to amend Article 745 of the Revised Civil Statutes of the State of Texas, requiring foreign corporations to file their articles of incorporation with the Secretary of State, and imposing certain conditions upon said corporations transacting business in this State, and authorizing the Secretary of State to issue permits to such corporations, c. 119, General Laws of Texas, 1897, p. 167 Gammel, Hans Peter Mareus Neilsen. The Laws of Texas, 1822-1897 Volume 10, Book, 1898, p. 1221 –http://texashistory.unt.edu/ark:/67531/metapth6733/
An act to amend Articles 641 and 642, Chapter 2, Title XXI, of the Revised Civil Statutes of Texas, c. 130, General Laws of Texas, 1897, p. 188 Gammel, Hans Peter Mareus Neilsen. The Laws of Texas, 1822-1897 Volume 10, Book, 1898, p. 1242 –http://texashistory.unt.edu/ark:/67531/metapth6733/
An Act to provide for the organization of corporations for the purpose of the storage and transportation, and purchase and sale of oil, gas, salt, brine and other mineral solutions…, c. 117, General Laws of Texas, 1899, p. 202 The Laws of Texas, 1897-1902 [Volume 11], Book, 1902, p. 239 –http://texashistory.unt.edu/ark:/67531/metapth6576/
An act to amend Article 713, of Chapter eleven, Title twenty-one, of the Revised Civil Statutes of Texas, c. 138, General Laws of Texas, 1899, p. 235 The Laws of Texas, 1897-1902 [Volume 11], Book, 1902, p. 272 –http://texashistory.unt.edu/ark:/67531/metapth6576/
An Act to prohibit pools, trusts, monopolies and conspiracies to control business and prices of articles; to prevent the formation or operation of pools, trusts, monopolies and combinations of charters of corporations that violates the terms of this act, and to authorize the institution of prosecutions and suits therefor, c. 146, General Laws of Texas, 1899, p. 246 The Laws of Texas, 1897-1902 [Volume 11], Book, 1902, p. 283 –http://texashistory.unt.edu/ark:/67531/metapth6576/
An Act to amend Subdivision 56, of Article 642, of Chapter One Hundred and Thirty, of the acts of the Regular Session of the Twenty-fifth Legislature, entitled “An act to amend Articles 641 and 642, Chapter 2, Title 21, of the Revised Civil Statutes of Texas, relating to corporations,” c. 15, General Laws of Texas, 1901, p. 18 The Laws of Texas, 1897-1902 [Volume 11], Book, 1902, p. 725 –http://texashistory.unt.edu/ark:/67531/metapth6576/
An Act to amend Subdivision 39, of Article 642, of Chapter 130, of the acts of the Regular Session of the Twenty-fifth Legislature, entitled “An act to amend Articles 641 and 642, Chapter 2, Title XXI, of the Revised Civil Statutes of Texas, relating to corporations,” c. 43, General Laws of Texas, 1901, p. 70 The Laws of Texas, 1897-1902 [Volume 11], Book, 1902, p. 777 –http://texashistory.unt.edu/ark:/67531/metapth6576/
An Act to amend Article 1222, page 274, Revised Civil Statutes of 1895, relating to service of citation in suits against incorporated companies and joint stock companies, c. 47, General Laws of Texas, 1903, p. 66 The Laws of Texas, 1903-1905 [Volume 12], Book, 1906, p. 96 –http://texashistory.unt.edu/ark:/67531/metapth6695/
An Act to define, prohibit and declare illegal, trusts, monopolies and conspiracies in restraint of trade, and to prescribe penalties for forming or being connected with such trusts, monopolies and conspiracies, and to provide for the suppression of the same and to promote free competition in the State of Texas, and to repeal all laws in conflict therewith, c. 94, General Laws of Texas, 1903, p. 119 The Laws of Texas, 1903-1905 [Volume 12], Book, 1906, p. 149 –http://texashistory.unt.edu/ark:/67531/metapth6695/
An act to amend Article 649, Chapter 2, Title 21, of the Revised Civil Statutes of Texas, relating to the amendment of charters; and to add Article 650a to said Chapter, authorizing incorporation for two of more distinct purposes, c. 138, General Laws of Texas, 1903, p. 227 The Laws of Texas, 1903-1905 [Volume 12], Book, 1906, p.257 –http://texashistory.unt.edu/ark:/67531/metapth6695/
An act to amend Article 642 of the Revised Civil Statutes of Texas…by adding thereto subdivision 62, authorizing the formation of corporations for the growing, preparing to market, and selling of rice, and subdivision 63, authorizing the formation of corporations for the purpose of growing and selling sugar cane, and making and refining sugar, molasses, and all by-products of sugar cane, and declaring an emergency, c 24, General Laws of Texas, 1905, p. 28 The Laws of Texas, 1903-1905 [Volume 12], Book, 1906, p. 894 –http://texashistory.unt.edu/ark:/67531/metapth6695/
An Act to compel all corporations in this State, owning, leasing or operating in cities or towns of over twenty-five hundred population, street railways, electric lighting, or power plants furnishing light and power to the public…to file annual reports and providing penalties for the violation of the provisions of this Act, c. 33, General Laws of Texas, 1905, p. 40 The Laws of Texas, 1903-1905 [Volume 12], Book, 1906, p. 906 –http://texashistory.unt.edu/ark:/67531/metapth6695/
An Act to amend Chapter 2, Title 21 of the Revised Civil Statutes of Texas, by adding thereto Article 650b authorizing incorporation for two or more distinct purposes and separate franchise tax for each purpose, and with an emergency clause, c. 53, General Laws of Texas, 1905, p. 73 The Laws of Texas, 1903-1905 [Volume 12], Book, 1906, p. 939 –http://texashistory.unt.edu/ark:/67531/metapth6695/
An act to amend Article 642 of the Revised Civil Statutes of Texas…by adding to said Article 642 a new subdivision, to be known as subdivision 64, providing for the organization of companies for constructing, operating and maintaining causeways and bridges, with authority to borrow money and issue bonds, without the amount of such issue being limited by the provisions of Article 653 of the Revised Civil Statutes of Texas with right to demand, receive and collect charges as fares or tolls, c. 62, General Laws of Texas, 1905, p. 87 The Laws of Texas, 1903-1905 [Volume 12], Book, 1906, p. 953 –http://texashistory.unt.edu/ark:/67531/metapth6695/
An act to amend Article 676 of the Revised Civil Statutes of Texas, 1895, relating to the execution of deeds by corporations, c. 120, General Laws of Texas, 1905, p. 230 The Laws of Texas, 1903-1905 [Volume 12], Book, 1906, p. 1096 –http://texashistory.unt.edu/ark:/67531/metapth6695/
An Act to provide that no member or officer of any corporations with forfeited charters and permits shall continue to do business under their old corporate names, not to use the same or like signs or advertisements which was used by such corporations before such forfeitures; making the failure to comply with this Act a misdemeanor and prescribing a punishment therefor, c. 139, General Laws of Texas, 1905, p. 335 The Laws of Texas, 1903-1905 [Volume 12], Book, 1906, p. 1201 –http://texashistory.unt.edu/ark:/67531/metapth6695/
An Act to authorize the creation of corporations with banking and discount powers and privileges, c. 10, General Laws of Texas, 1905, p. 489 The Laws of Texas, 1903-1905 [Volume 12], Book, 1906, p. 1357 –http://texashistory.unt.edu/ark:/67531/metapth6695/
An Act to amend Article 642 of the Revised Civil Statutes of Texas, relating to the purposes for which corporations may be formed by adding to said article another subdivision known as Subdivision 65, and declaring an emergency, c. 9, General Laws of Texas, 1907, p. 11 The Laws of Texas, 1907 [Volume 13], Book, 1907, p. 21 –http://texashistory.unt.edu/ark:/67531/metapth6719/
An Act to require corporations and their officers to permit the Attorney General or any of his assistants or representatives to examine all the books, records, documents, etc. of such corporation; to take copies of same in certain cases, making failure to comply with this act a misdemeanor and prescribing punishment therefor, and providing for forfeiture of charter or cancellation of permits of corporations for failure to comply therewith, fixing venue, and declaring an emergency, c. 21, General Laws of Texas, 1907, p. 34 The Laws of Texas, 1907 [Volume 13], Book, 1907, p. 44 –http://texashistory.unt.edu/ark:/67531/metapth6719/
An Act to prohibit contributions of any money, or its equivalent, by corporations…, c. 84, General Laws of Texas, 1907, p. 169 The Laws of Texas, 1907 [Volume 13], Book, 1907, p. 179 –http://texashistory.unt.edu/ark:/67531/metapth6719/
An Act to prohibit bucket shops…, c. 86, General Laws of Texas, 1907, p. 172 The Laws of Texas, 1907 [Volume 13], Book, 1907, p. 182 –http://texashistory.unt.edu/ark:/67531/metapth6719/
An Act relating to fines, penalties and forfeitures due or to become due to the State of Texas by foreign or domestic corporations…, c. 87, General Laws of Texas, 1907, p. 175 The Laws of Texas, 1907 [Volume 13], Book, 1907, p. 185 –http://texashistory.unt.edu/ark:/67531/metapth6719/
An Act to authorize unincorporated joint stock companies or associations to sue and be sued in their company or distinguishing name…, c. 128, General Laws of Texas, 1907, p. 240 The Laws of Texas, 1907 [Volume 13], Book, 1907, p. 250 –http://texashistory.unt.edu/ark:/67531/metapth6719/
An Act to amend Article 642 of the Revised Civil Statutes of Texas…, c. 150, General Laws of Texas, 1907, p. 291 The Laws of Texas, 1907 [Volume 13], Book, 1907, p. 301 –http://texashistory.unt.edu/ark:/67531/metapth6719/
An Act to amend Sub-division 16 of Article 642 of Chapter 130 of the acts the Regular Session of the Twenty-fifth Legislature, entitled “An act to amend Articles 641 and 642, Chapter 2, Title XXI, of the Revised Civil Statutes of Texas, relating to Corporations,” and declaring an emergency, c. 151, General Laws of Texas, 1907, p. 293 The Laws of Texas, 1907 [Volume 13], Book, 1907, p. 303 –http://texashistory.unt.edu/ark:/67531/metapth6719/
An Act to amend Article 650b, Chapter 2, Title XXI of the Revised Civil Statutes of Texas, as amended…, c. 152, General Laws of Texas, 1907, p. 294 The Laws of Texas, 1907 [Volume 13], Book, 1907, p. 304 –http://texashistory.unt.edu/ark:/67531/metapth6719/
An Act to amend Article 651, Chapter 3, Title 21 of the Revised Civil Statutes of Texas, and declaring an emergency, c. 158, General Laws of Texas, 1907, p. 301 The Laws of Texas, 1907 [Volume 13], Book, 1907, p. 311 –http://texashistory.unt.edu/ark:/67531/metapth6719/
An Act on the subject of private corporations, prescribing the terms and conditions on which they may be chartered, and providing the amount of capital stock to be paid in, and when the remainder shall be paid…, c. 166, General Laws of Texas, 1907, p. 309 The Laws of Texas, 1907 [Volume 13], Book, 1907, p. 319 –http://texashistory.unt.edu/ark:/67531/metapth6719/
An Act on the subject of private corporations prohibiting insolvent corporations, domestic and foreign from doing business in this State…, c. 183, General Laws of Texas, 1907, p. 341 The Laws of Texas, 1907 [Volume 13], Book, 1907, p. 351 –http://texashistory.unt.edu/ark:/67531/metapth6719/
An Act to amend Chapter CLVIII of an Act of the Thirtieth Legislature, said Act being entitled “An Act to amend Article 651, Chapter 3, Title 21, of the Revised Statutes of the State of Texas, and declaring an emergency,” defining the powers of private corporations and amending said Act so that said corporations may have as many as twenty-one directors, and declaring an emergency, c. 115, General Laws of Texas, 1909, p. 225 Gammel, Hans Peter Mareus Neilsen. The Laws of Texas, 1909-1910 [Volume 14], Book, 1910, p. 235 –http://texashistory.unt.edu/ark:/67531/metapth9392/
An Act to amend Article 642 of the Revised Civil Statutes of Texas, by adding thereto Section 24a, providing that corporations may be created for the purpose of gathering and harvesting cotton, and also by adding thereto Section 24b, providing that corporations may be created for the purpose of doing a general advertising business, c. 22, General Laws of Texas, 1911, p. 28 Gammel, Hans Peter Mareus Neilsen. The Laws of Texas, 1911 [Volume 15], Book, 1911, p 38 –http://texashistory.unt.edu/ark:/67531/metapth9392/
An Act authorizing the formation of corporations for the purpose of generating, manufacturing, transporting and selling, gas, electric current and power in this state, and to make reasonable charges therefor…, c. 111, General Laws of Texas, 1911, p. 228 Gammel, Hans Peter Mareus Neilsen. The Laws of Texas, 1911 [Volume 15], Book, 1911, p 238 –http://texashistory.unt.edu/ark:/67531/metapth9392/
Tex. Rev. Civ. Stat. § 1117 (1911) http://goo.gl/oS3Dc
Tex. Rev. Civ. Stat. § 1302 (1925) http://goo.gl/tFIlI

 

U.S. Securities Laws

U.S. Securities Laws:
Securities Act of 1933 (adopted May 27, 1933) The acts as adopted and the rules adopted by the FTC can be downloaded from the website of the SEC Historical Society:http://www.sechistorical.org/museum/papers/1930/
Securities Exchange Act of 1934 (adopted June 6, 1934)
FTC Rules and Regulations under the Securities Act of 1933 (adopted July 6, 1933)
Congressional Record – 77 Cong. Rec. 937 (1933) http://archive.org/details/congressionalrec77aunit

 

U.S. State Banking Statutes

U.S. State Banking Statutes:
Samuel A. Welldon, Digest of State Banking Statutes, Washington, Government Printing Office, 1910 http://goo.gl/u9edx

 

United Kingdom Company Laws (1503-1929)

General Company Acts:

U.K. General Company Acts (1503-1929):
An Act for Leases of Hospitals Colleges and other Corporations, to be good and effectual, with the Consent of the more Party, 1541, 33 H. 8 c. 27 http://goo.gl/vUzsg
An Act for erecting of Hospitals, or Abiding and Working Houses for the Poor, 1597, 39 Eliz. c. 5 Is this the first general corporation statute in Great Britain? –http://goo.gl/OXfXD
The Bubble Act ,1720, 6 Geo. 1 c. 18 Available in: Charles Wordsworth, The Law of Joint Stock Companies, 3rd Edition, London, 1842 – http://goo.gl/QvbaB
An Act to prevent the infamous Practice of Stock Jobbing, 1734, 7 Geo II c. 8 http://goo.gl/cbkek
An act for restraining and preventing several unwarrantable schemes and undertakings in His Majesty’s Colonies and Plantations in America, 1741, 14 Geo. II c. 37 http://goo.gl/6XHpF
An Act for the encouragement and Relief of Friendly Societies, 1793, 33 George III, c. 54 http://goo.gl/Glj5o
The Act to repeal [the Bubble Act], 1825, 6 Geo. 4, c. 91 Available in: Charles Wordsworth, The Law of Joint Stock Companies, 3rd Edition, London, 1842 – http://goo.gl/yh3F0The parliamentary debates on the repeal of the Bubble Act can be found here: HC Deb 02 June 1825 vol 13 cc1018-23 –http://goo.gl/rN7HH
An Act for the better regulating Copartnerships of certain Bankers in England,1826, 7 Geo. 4, c. 46 http://goo.gl/jeygk
An Act to Enable the Election of Officers of Corporations and other Public Companies now required to be held on the Lord’s Day to be held on the Saturday next preceding, or on the Monday next ensuing, 1833, 3 & 4 W. IV, c. 31 http://goo.gl/5pm3d
Joint Stock Companies Registration Act of 1844, 7 & 8 Vict. c. 110 The following acts are available in: George Taylor, A Practical Treatise on the Act for the Registration, Regulation, and Incorporation of Joint Stock Companies, London, 1847 –http://goo.gl/bVfoz William Gladstone’’s speech in Parliament to present the report of the Select Committee on Joint Stock Companies can be found here: HC Deb 02 April 1844 vol 73 cc1754-8 – http://goo.gl/Vp6uY
Joint Stock Companies Amendment Act, 1847, 10 & 11 Vict. c. 78
Limited Liability Act, 1855, 18 & 19 Vict. c.133 Available in W. Paterson, The Practical Statutes of the Session 1855, London, 1855 – http://goo.gl/yzFJ4
Joint Stock Companies Act, 1856, 19 & 20 Vict. c.47 The following acts are available in: Charles Wordsworth, The new Joint Stock Company Law, London, 1859 –http://goo.gl/d2Mv4 Robert Lowe’s’ introduction of the Joint Stock Companies Bill (and critique of the Joint Stock Companies Registration Act of 1844) can be found here: HC Deb 01 February 1856 vol 140 cc110-47 – http://goo.gl/xlwj3
Joint Stock Companies Act, 1857, 20 & 21 Vict. c.14
Joint Stock Companies Amendment Act, 1858, 21 & 22 Vict. c. 60
The Companies Act, 1862, 25 & 26 Vict. c. 89 The following acts are available in Nathaniel Lindley, A Treatise on the Law of Companies, London, 1902, v.2 –http://goo.gl/5ml5T
The Company Seals Act, 1864, 27 Vict. c. 19
The Companies Act, 1867, 30 & 31 Vict. c. 131
The Joint Stock Companies Arrangement Act, 1870, 33 & 34 Vict. c. 104
The Companies Act, 1877, 40 & 41 Vict. c. 26
The Companies Act, 1879, 42 & 43 Vict. c. 76
The Companies Act, 1880, 43 Vict. c. 19 The following acts are also available in Nathaniel Lindley, A Treatise on the Law of Companies, London, 1902, v.2 –http://goo.gl/5ml5T
The Companies Act, 1883, 46 & 47 Vict. c. 28
The Companies (Colonial Registers) Act, 1883, 46 & 47 Vict. c. 30
The Companies Act, 1886, 49 Vict. c. 23
Preferential Payments in Bankruptcy Act, 1888, 51 & 52 Vict. c. 62
The Directors’ Liability Act, 1890, 53 & 54 Vict. c. 64
Companies (Memorandum of Association) Act, 1890, 53 & 54 Vict. c. 62
Companies (Winding Up) Act, 1890, 53 & 54 Vict. c. 63
Companies (Winding Up) Act, 1893, 56 & 57 Vict. c. 58
Preferential Payments in Bankruptcy Amendment Act, 1897, 60 & 61 Vict. c. 19
Companies Act, 1898, 61 & 62 Vict. c. 26
Companies Act, 1900, 63 & 64 Vict. c. 48
Companies Act, 1907, 7 Edw 7 c. 50
Companies Act, 1908, 8 Edw 7 c. 12
Companies (Consolidation) Act, 1908, 8 Edw 7 c. 69 (1908) http://goo.gl/xN5Xg
Companies Act, 1913, 3 & 4 Geo 5 c. 25
Companies (Particulars As To Directors) Act, 1917, 7 & 8 Geo. C. 28
Companies Act, 1928, 18 & 19 Geo. 5 c. 45
Companies Act, 1929, 19 & 20 Geo. 5 c. 23

 

Companies Formed by Act of Parliament or Letters Patent:

U.K. Companies Formed by Act of Parliament or Letters Patent(1503-1915):
An Act for making of statutes by bodies incorporate, 1503, 19 Henry VII. c. 7 in: William David Evans, A Collection of Statutes, London, 1817, v. 1 –http://goo.gl/hl1lV
An Act for regulating the Proceedings of certain Public Companies…, 1767, 7 George III. c. 48 in: William David Evans, A Collection of Statutes, London, 1817, v. 1 –http://goo.gl/Jg29D
An Act to enable His Majesty to invest trading and other Companies with the Powers necessary for the due Conduct of their Affairs, and for the Security of the Rights and Interests of their Creditors, 1834, 4 & 5 Will 4 c. 94 http://goo.gl/42Nwh
Chartered Companies Act, 1837, 7 Will 4 & 1 Vict. c. 73 http://goo.gl/MXCUv
Companies Clauses Consolidation Act, 1845, 8 & 9 Vict. c. 16 http://goo.gl/im572
Companies Clauses Act, 1863, 26 & 27 Vict. c. 118 http://goo.gl/0kF1g
Companies Clauses Act, 1869, 32 & 33 Vict. c. 48 http://goo.gl/KBKHe
Chartered Companies Act, 1884, 47 & 48 Vict. c. 56 http://goo.gl/Hi3CI
Companies Clauses Consolidation Act, 1888, 51 & 52 Vict. c. 48 http://goo.gl/mbmTk
Statutory Companies (Redeemable Stock) Act 1915, 5 & 6 Geo 5 c. 44 http://goo.gl/TTUUA

 

Company Law Reform:

Company Law Reform (1918-1926):
Wrenbury Committee (1918) Available on the website of the Australian Takeovers Panel:http://goo.gl/jKnzn
Greene Committee (1925-26) http://goo.gl/d3GGN

 

Canada Company / Securities Laws

Canada Federal (1846-1906):

Canada Statutes (1846-1906):
An Act respecting Building Societies, 9 Vict. (1846), c. 90 http://goo.gl/tY792
An act to authorize the formation of Joint Stock Companies for the construction of Roads and other Works in Upper Canada, 12 Vict. (1849), c 84 http://goo.gl/bzazs
An act to establish freedom of Banking in this Province, and for other purposes relative to Banks and Banking, 13 & 14 Vict. (1850), c 21 http://goo.gl/szXhy
An act to provide for the formation of incorporated Joint Stock Companies for Manufacturing, Mining, Mechanical or Chemical Purposes, 13 & 14 Vict. (1850), c 28
An act to provide by one General Law for the Incorporation of Electric Telegraph Companies, 16 Vict. (1852), c. 10 http://goo.gl/MGEA2
An act to provide for the formation of Joint Stock Companies for the construction of Piers, Wharves, Dry Docks and Harbours, 16 Vict. (1853), c 124 http://goo.gl/VncQ1
An act to amend the act for the formation of incorporated Joint Stock Companies for Manufacturing, and other purposes, 16 Vict. (1853), c 173.
An act to authorize the formation of Joint Stock Companies to construct works necessary to facilitate the transmission of Timber down the Rivers and Streams in Upper Canada, 16 Vict. (1853), c. 191
An Act to regulate Savings Banks, and to repeal the Act now in force for that purpose, 18 Vict. (1855), c. 96. http://goo.gl/hyRwP
An act respecting mining companies, 22 Vict. c.64 (1859) http://goo.gl/LWolv
An act respecting Joint Stock Companies to construct works to facilitate the transmission of timber down rivers and streams, 22 Vict. c.68 (1859)
An act respecting the seizure and sale of shares in the capital stock of incorporated companies, 22 Vict. 70 (1859)
An act respecting the Judicial Incorporation of Joint Stock Companies for certain purposes, 23 Vict. (1860), c. 31. http://goo.gl/v0RLw
An Act to Authorize the Granting of Charters of Incorporation to Manufacturing, Mining, and Other Companies, and Amendment, 27 & 28 Victoria, c. 23 (1864); 29 Victoria, c. 20 (1866) http://goo.gl/4IcMF
The Companies Clauses Act, 32 & 33 Victoria, c. 12 (1869) http://goo.gl/Skfy4
An Act respecting Joint Stock Companies incorporated by Letters Patent, 32 & 33 Victoria, c. 13 (1869) http://goo.gl/Skfy4
An Act to Authorize Corporations, Incorporated Without the Limits of Canada, to Lend and Invest Money Therein, 37 Victoria, c. 49 (1874) available in Charles H. Stephens, The Law and Practice of Joint Stock Companies under the Canadian Acts, Carswell, Toronto, 1881 – http://goo.gl/ohj7j
The Canada Joint Stock Companies Act, 40 Victoria, c. 43 (1877)
The Companies Act, R.S.C. 1886 c. 119 http://goo.gl/223K4
The Companies Clauses Act, 32-33 Vict. c. 12
An act to amend “The Companies Act”, 50-51 Vict. c. 20 (1887)
The Canada Companies’ Act, 1902 http://goo.gl/0HJy1
Companies’ Act, R.S.C. 1906 c. 79 http://goo.gl/xHKbS

 

Manitoba Blue Sky Law (1913)

Manitoba Blue Sky Law (1913):
Sale of Shares Act, R.S.M. 1913 c 175 http://goo.gl/CPdU70 This is the first Blue sky law in Canada, originally adopted in 1912 as The Sale of Shares Act, S.M. 1912, c. 75.

 

Ontario Corporate Statutes (1859-1927)

Ontario Corporate Statutes (1859-1927):
An act respecting Joint Stock Companies for the construction of Roads and other Works in Upper Canada, C.S.U.C. c. 49 (1859) http://goo.gl/JL8CC
An act respecting Joint Stock Companies for the construction of Piers, Wharves, Dry Docks and Harbours, C.S.U.C. c. 50 (1859)
An act for the promotion of agriculture in Upper Canada, C.S.U.C. c. 51 (1859)
An act respecting Mutual Insurance Companies, C.S.U.C. c. 52 (1859)
An Act respecting Building Societies, C.S.U.C. c. 53 (1859)
The Ontario Joint Stock Companies General Clauses Act, R.S.O. 1877, c. 149 http://goo.gl/zscML
The Ontario Joint Stock Companies Letters Patent Act, R.S.O. 1877, c. 150
The General Road Companies Act, R.S.O. 1877, c. 152
An Act respecting the Changing of the Names of Incorporated Companies, R.S.O. 1877, c. 172
The Timber Slide Companies Act, 44 V. c.19
The Joint Stock Companies Winding-up Act, 41 V. c.5, R.S.O. 1887, c. 183
An Act to Provide for Certain Amendments of the Law, 40 Vic. c. 8 Available in Charles H. Stephens, The Law and Practice of Joint Stock Companies under the Canadian Acts, Carswell, Toronto, 1881 – http://goo.gl/fcgxa
An Act respecting the Winding-Up of Joint Stock Companies, 41 Vic. c. 5 (1878)
An Act respecting the Incorporation and Regulation of Joint Stock Companies, R.S.O. 1897, c. 191; 61 Vict., c. 19
The Ontario Companies Act, 2 Geo. V. c. 31; R.S.O. 1914, c. 178 http://goo.gl/ZbDda
The Companies Act (Ontario), R.S.O. 1927, c. 218 http://goo.gl/HtuWE

 

Ontario Securities Statutes (1928-1999)

Ontario Securities Statutes (1928-1999):
The Companies Information Act, S.O. 1928, c. 33; R.S.O. 1937, c. 253 http://goo.gl/WMztMu
The Securities Frauds Prevention Act, S.O. 1928, c. 34; R.S.O. 1937, c. 265 (renamed in 1930, “The Securities Act”) http://goo.gl/9vsoI
The Securities Act, R.S.O. 1950, c. 351 http://goo.gl/CYUGFr
The Securities Act, R.S.O. 1960, c. 363 http://goo.gl/kNy4Ef
The Securities Act, R.S.O. 1970, c. 426 http://goo.gl/kMK6O8 Initially adopted as The Securities Act, S.O. 1966, c. 142, this major revision of Ontario securities legislation embodies the recommendations of the Report of the Attorney General’s Committee on Securities Legislation in Ontario (March 1965), (Kimber Report).
Securities Act, R.S.O. 1980, c. 466 http://goo.gl/mjlwN0 The model for current Canadian securities legislation, originally adopted as The Securities Act, 1978, S.O. 1978, c. 47. The Securities Act, 1978 is preceded by six bills: Bill 154 – The Securities Act, 1972, 29th Leg., 2nd Sess.; Bill 75 – the Securities Act, 1974, 29th Leg., 4th Sess.; Bill 98 – The Securities Act, 1975, 29th Leg, 5th Sess.; Bill 20, The Securities Act, 1977, 30th Leg., 4th Sess.; Bill 30, The Securities Act, 1977, 31st Leg., 1st Sess.; and Bill 7, The Securities Act, 1978, 31st Leg., 2nd Sess. The debates of the Ontario legislature on Bill 7 can be found here:Legislature of Ontario Debates: Official Report (Hansard) Daily Edition, Second Session, 31st Parliament, April 6, 1978.
An Act to amend the Securities Act, S.O. 1984, c. 59 http://goo.gl/hG4V28
Mobility Rights Statute Law Amendment Act, 1985, S.O. 1985, c. 5 http://goo.gl/xpoZRB
Equality Rights Statute Law Amendment Act, 1986, S.O. 1986, c. 64 http://goo.gl/NB6CSI
An Act to amend the Securities Act, S.O. 1987, c. 7 http://goo.gl/1lFwmx
Securities Act, R.S.O. 1990, c. S-5 http://goo.gl/VmofGi
Labour Sponsored Venture Capital Corporations Act, S.O. 1992, c. 18, s. 56 http://goo.gl/BqphXN
Revised Statutes Confirmation and Corrections Act, 1993, S.O. 1993, c. 27 http://goo.gl/13kP10
Credit Unions and Caisses Populaires Act, 1994, S.O. 1994, c. 11, s. 349-381 http://goo.gl/SqueZR
An Act to amend the Securities Act, S.O. 1994, c. 33 http://goo.gl/SWZqX0
Job Growth and Tax Reduction Act, 1997, S.O. 1997, c. 10, s. 36-40 http://goo.gl/pWmLu3
Red Tape Reduction Act (Ministry of Finance), 1997, S.O. 1997, c. 19, s. 23 http://goo.gl/A5nbZe
Education Quality Improvement Act, 1997, S.O. 1997, c. 31, s. 179 http://goo.gl/2CqhhC
Tax Credits to Create Jobs Act, 1997, S.O. 1997, c. 43, Sch. F, s. 13 http://goo.gl/4TaO9f
Amendments Because of the Supreme Court of Canada Decision in M. v. H. Act, S.O. 1999, c. 6, s. 60 http://goo.gl/r3O03W
More Tax Cuts for Jobs, Growth and Prosperity Act, 1999, S.O. 1999, c. 9, s. 193-221 http://goo.gl/zHrxAH

 

Quebec (1861-1893):

Quebec Statutes (1861-1893):
An act respecting building societies, C.S.L.C., c. 69 (1861) http://goo.gl/4v4kV
Companies for the construction of roads and other works, C.S.L.C., c. 70 (1861)
The Joint Stock Companies General Clauses Act, 31 Vic., c. 24 (1868) http://goo.gl/mn3Vg
An Act respecting the Incorporation of Joint Stock Companies, 31 Vic., c. 25 (1868)
An Act to Amend the Joint Stock Companies Incorporation Act, 32 Vic., c. 41 (1869) http://goo.gl/TYlpU
An Act to Amend the Joint Stock Companies General Clauses Act, 32 Vic., c. 42 (1869)
An Act respecting certain Joint Stock Companies, 36 Vic., c. 25 Available in Charles H. Stephens, The Law and Practice of Joint Stock Companies under the Canadian Acts, Carswell, Toronto, 1881 – http://goo.gl/B81cZ
An Act respecting the Voluntary Winding-Up of Joint Stock Companies, 42-43 Vic., c. 31 (1879) http://goo.gl/lmG9T
An act to permit certain corporations to employ more profitably the real estate in their possession, 42-43 Vict. c. 34 (1879)
Joint Stock Companies General Clauses, R.S.Q. 1888, s. 4651 http://goo.gl/wlbTV
Incorporation of Joint Stock Companies, R.S.Q. 1888, s. 4694
Declaration to be made by Incorporated Companies, R.S.Q. 1888, s. 4754
Special provisions respecting certain companies and corporations, R.S.Q. 1888, s. 4761
Voluntary Winding Up of Joint Stock Companies, R.S.Q. 1888, s. 4773
Gas and Water Companies, R.S.Q. 1888, s. 4794
Natural Gas Companies, R.S.Q. 1888, s. 4892
Electric Telegraph Companies, R.S.Q. 1888, s. 4898
Companies to facilitate the transmission of timber down rivers and streams, R.S.Q. 1888, s. 4921
Companies for the construction of roads and other works, R.S.Q. 1888, s. 4998
Building Societies, R.S.Q. 1888, s. 5401
Loan and Investment Societies, R.S.Q. 1888, s. 5470
Societies for Manufacture of Butter or Cheese or Both, R.S.Q. 1888, s. 5477
An act to amend the law respecting joint stock companies, 56 Vict. c. 85 (1893) http://goo.gl/EPoLZ

 

France Commercial Laws (1673 and 1807)

France Commercial Laws (1673 and 1807):
Ordonnance de 1673: Édit du roi servant de règlement pour le commerce des négociants et marchands tant en gros qu’en détail Available in: Edouard Richard, Ordonnance de 1673 –http://goo.gl/lnx7W Also available in: M. Sallé, L’esprit des ordonnances de Louis XIV, Paris, 1758 –http://goo.gl/tnuwy
Code de commerce (1807) http://goo.gl/xZuzo

Comparative Law of Stock Splits

In appearance, the law of stock splits varies wildly from jurisdiction to jurisdiction, but it moves in fact, with a certain lag across jurisdictions, in the same direction as corporate capital rules. The table that follows provides an overview of the legal treatment of stock splits under the continent’s major corporate laws plus the UK (to exemplify the effective regulation of stock splits as part of a system of capital rules).

Table 1: Reverse stock splits per jurisdiction
Jurisdiction Share capital – Limited/Unlimited Par Value Stock Issuance Subdivisions (Forward Splits) Consolidations (Reverse Splits)
MBCA Limited, fixed in certificate of incorporation 1 Optional2 Board of directors3 Board of directors, unless the corporation has more than 1 class of shares outstanding4 Amendment to the articles of incorporation5
Delaware Limited, fixed in certificate of incorporation6 Optional, in practice always par value Board of directors7 Amendment to certificate of incorporation8 Same as subdivision9
California Limited, fixed in certificate of incorporation10 No Board of directors Amendment to the articles. However, if only 1 class of shares is outstanding, the amendment is adopted by the board11 Amendment to the articles
Canada Optional, unlimited is default No12 Board of Directors Amendment to articles. Requires resolution adopted by 2/3 of votes cast by shareholders13 Same as subdivision
Alberta Optional, unlimited is default No14 Board of directors15 • Where only 1 class of shares issued, either Board of directors or Amendment to articles 16; • If more than 1 class of shares issued, shareholders class vote by special resolution17 Same as subdivision.
British Columbia Optional18 Optional19 Board of directors20 • If shares have par value, the subdivision is effected by an alteration to the notice of articles. The alteration to the notice of articles is authorized by the type of resolution specified in the articles or, if the articles do not specify the type of resolution, by a special resolution21. • If shares do not have par value, the subdivision is authorized by the type of resolution specified in the articles or, if the articles do not specify the type of resolution, by a special resolution22 Same as subdivision: • Par value shares23; • No par value shares24.
Ontario Optional, unlimited is default25 No26 Board of Directors27 Amendment to articles. Requires resolution adopted by 2/3 of votes cast by shareholders28 Same as subdivision
Québec New Optional, unlimited is default29 Optional, no par value is default30 Board of Directors31 Board of directors, except: • Squeeze-out transactions32; • If more than 1 class of shares issued and splitting affects rights of class33; • requires amendment to articles to reduce par value34. Same as subdivision
Quebec Old Optional, unlimited is default35 Optional, no par value is default36 Board of Directors Board, unless requires amendment to articles to reduce par value37 Same as subdivision
Saskatchewan Optional, unlimited is default38 No39 Board of Directors40 Special resolution adopted by shareholders; no need for amendment to articles41. Same as subdivision
UK Unlimited. However, in a private company with more than 1 class of shares and public companies, directors can only issue shares up to amount authorized from time to time by shareholders. Yes42 • Private company with 1 class of shares: Directors43; • Private company with more than 1 class of shares and public companies: directors if prior authorization44; • Subject to statutory right of preemption45. Conditional on shareholders’ prior authorization46 Same as subdivision
[1] MBCA, § 2.02(a)(2).
[2] MBCA, § 2.02(b)(2)(iv).
[3] MBCA, §6.21.
[4] MBCA, §10.05(4)(a).
[5] MBCA, §10.04(a)(4).
[6] DGCL, § 102(a)(4).
[7] DGCL, § 161.
[8] DGCL, §242(a)(3); 242(b).
[9] DGCL, §242(a)(3); 242(b).
[10] CALIFORNIA CORPORATIONS CODE, 202(d), (e).
[11] CALIFORNIA CORPORATIONS CODE, 902 (c), 903(a)(2).
[12] CBCA, 24(1).
[13] CBCA, 173(1)(h).
[14] ABCA, 26(1).
[15] ABCA, 27(1).
[16] ABCA, 27.1(1).
[17] ABCA, 27.1(2).
[18] BCBCA, 53(b).
[19] BCBCA, 52(2)(a)(i).
[20] BCBCA, 62v.
[21] BCBA, par value in notice of articles: s.11(g) and 53(c); alteration to notice of articles: s. 54(1)(e) and s. 54(3)(a); procedure to alter notice of articles 257(2)(b).
[22] BCBA, subdivision of shares without par value: 54(1)(f); procedure to effect change: 54(3)(c).
[23] BCBA, par value in notice of articles: s.11(g) and 53(c); alteration to notice of articles: s. 54(1)(g) and s. 54(3)(a); procedure to alter notice of articles.
[24] BCBA, consolidation of shares without par value: 54(1)(h); procedure to effect change: 54(3)(c).
[25] OBCA, 5(1).
[26] OBCA, 22(1).
[27] OBCA, 23(1).
[28] OBCA, 168(1)(h).
[29] LSAQ, 43.
[30] Ibid.
[31] LSAQ, 52.
[32] LSAQ, 90(1).
[33] LSAQ, 90(2).
[34] LSAQ, 92.
[35] LCQ, 123.12(4).
[36] LCQ, 123.12(5).
[37] LCQ, 123.101, 123.103.
[38] SBCA, 6(1).
[39] SBCA, 24(1).
[40] SBCA, 28(1).
[41] SBCA, 25(1).
[42] CA 2006, s 542(1).
[43] CA 2006, s 550(a).
[44] CA 2006, s 551.
[45] CA 2006, s 561.
[46] CA 2006, s 618.