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The dissolution of a corporation, as the term is used in this section, shall include any legal termination of corporate existence, whether by forfeiture of charter, expiration of term of existence, dissolution by order of court of competent jurisdiction, or otherwise.
The provisions of this section shall be cumulative of any other remedy provided by law, and shall not impair or affect any remedy or proceeding otherwise provided by law for settling the affairs of a corporation which has been dissolved. 1921–92.
General Provisions Affecting Corporations. Section
403. Title I Corporations, exceptions. 404. General power, legislative control.
403. The provisions of this title are applicable to every corporation, unless such corporation is excepted from its operation, or unless a special provision is made in relation thereto inconsistent with some provision in this title, in which case the special provision prevails.
404. The legislature may at any time amend or repeal this part, or any title, chapter, article, or section thereof, and dissolve all corporations created thereunder; but such amendment or repeal does not, nor does the dissolution of any such corporation, take away or impair any remedy given against any such corporation, its stockholders or officers, for any liability which has been previously incurred. 1905—410.
Foreign Corporations. Section
407. State rights.
407. Every railway or other corporation organized for the purpose of carrying freight or passengers under or by virtue of the laws of the United States, or of any state or territory thereof, may build railroads, exercise the right of eminent domain, and transact any other business which it might do if it were created and organized under or by virtue of the laws of this state, and has the same rights, privileges, and immunities, and is subject to the same laws, penalties, obligations, and burdens as if created or organized under and by virtue of the laws of this state. Nothing contained in this section shall be construed to exempt any corporation from any duty or liability imposed upon it by any of the provisions of this chapter. 1905—631,
Chapter I. General Provisions.
II. Fire and Marine Insurance Corporations.
Human Life from Destruction Thereby.
surance on the Assessment Plan.
418. Loss, directors' liability. 421. Investment companies. 422. Reports, value.
414. After the secretary of state issues the certificate of incor ! poration, as provided in article one chantaranancate
rticle one, chapter one, title one, of this part, the directors named in the articles of incorporation must proceed in the manner specified, or in their by-laws, or if none, then in such manner as they may by order adopt, to open books of subscription to the capital stock then unsubscribed, and to secure subscriptions to the full amount of the fixed capital; to levy assessments and installments thereon, and to collect the same, as in chapter two of title one provided.
415. No insurance corporation may purchase, hold or convey real estate, except as hereinafter set forth, to wit :
1. The building in which it has its principal office and the land upon which it stands.
2. Also, such as may be requisite for its accommodation in the convenient transaction of its business.
3. Also, such as may be conveyed to it, or to any person for it, by way of mortgage, or in trust or otherwise, to secure or provide for the payment of loans previously contracted or for moneys due.
4. Also, such as may be purchased at sales upon deeds of trust, or judgments obtained or made for such loans or debts.
5. Also such as may be conveyed to it in satisfaction of debts previously contracted in the course of its dealings.
All such real estate, mentioned in subdivisions three, four and five, so acquired, which is not requisite for the accommodation of such corporation in the transaction of its business, must be sold and disposed of within five years after such corporation acquired title to the same. 1905--21.
416. All policies made by insurance corporations must be subscribed by the president or vice-president, or in case of the death, absence, or disability of those officers, by any two of the directors, and counter-signed by the secretary of the corporation. All such policies are as binding and obligatory upon the corporation as if executed over the corporate seal.
417. The directors of every insurance corporation, at such times as their by-laws provide, must make, declare, and pay to the stockholders dividends of so much of the net profits of the corporate business and interest on capital invested as to them appears advisable; but the moneys received and notes taken for premium on risks which are undetermined and outstanding at the time of making the dividend must not be treated as profits, nor divided, except as provided in chapter two of this title.
418. If any insurance corporation is under liabilities for losses to an amount equal to its capital stock, and the president or directors, after knowing the same, make any new or further insurance, the estates of all who make such insurance, or assent thereto, are severally and jointly liable for the amount of any loss which takes place under such insurance.
421. I. Corporations organized under the laws of this state for the transaction of any kind of insurance business authorized by such laws may invest their capital, surplus and accumulations in the purchase of, or loans upon, any of the securities specified in the following subdivisions, to wit:
(a) Bonds or interest-bearing notes or obligations of the United States or those for which the faith and credit of the United States are pledged for the payment of principal and interest.
(b) Bonds or interest-bearing notes or obligations of the Dominion of Canada or any province of the Dominion of Canada, or those for which the faith and credit of the Dominion of Canada or any province of the Dominion of Canada are pledged for the payment of principal and interest.
(c) Bonds of this state or those for which the faith and credit of the State of California are pledged for the payment of principal and interest, and bonds of any other state or territory in the United States that has not, within five years next preceding such investment by such insurance company, defaulted in payment of any part of either principal or interest due upon any legally authorized bond issue.
(d) Bonds or interest-bearing notes or obligations issued under authority of law by any city, city and county, county, municipality, or school district in this state or in any other state or territory of the United States or in any province of the Dominion of Canada; provided, that said city, city and county, county, municipality, or school district, or the state, territory or province in which it is
hin two years next preceding such investment by such insurance company defaulted in the payment of any part of either principal or interest due upon any legally authorized bond issue.
(e) Bonds of any permanent road division in this state, and bonds of any reclamation district, irrigation district, municipal water district, county water works district, or of any other district, which are, by the express terms of the law of this state, made legal investments for savings banks or insurance companies.
(f) Notes or bonds secured by mortgage or deed of trust or other lien upon improved or unimproved unincumbered real property;
provided, that the principal so loaned or the entire note or bond issue so secured shall not exceed sixty per centum of the market value of such real estate, or of such real estate with improvements taken as security at the date of investment; provided, also, in case said loan is made, or said note or bond issue created for a building loan on real estate, that at no time shall the principal so loaned, or the entire outstanding note or bond issue exceed sixty per centum of the market value of the real estate and the actual cost of the improvements thereon taken as security; provided, also, that real property shall not be deemed to be incumbered or subject to lien within the meaning of this section by reason of the existence of tax liens or outstanding mineral, oil or timber rights, rights of way, sewer rights, rights in walls, nor by reason of building restrictions or other restrictive covenants, nor when such real property is subject to lease under which rents or profits are reserved to the owner; provided, that security for such loan is a first lien upon such real property and that there is no condition or right of re-entry or forfeiture under which such lien can be cut off, subordinated or otherwise disturbed.
(g) Notes or bonds secured by mortgage or deed of trust, payment of which is guaranteed by a policy of mortgage insurance, and mortgage participation certificates, issued by a mortgage insurance company in accordance with the provisions of chapter eight of title two of part four of division first of the Civil Code; provided, that no insurance corporation shall make any investment in any of the securities hereinbefore in this section specified at a cost exceeding the market value of such security, at the date of such investment.
(h) Collateral trust bonds or notes when secured by either
(I) Deposit of bonds or notes authorized for investment by this section of a market value at least fifteen per centum in excess of the par value of the collateral trust bonds or notes issued; or
(2) Deposit of bonds authorized for investment by this section and other securities of a combined market value at least twenty per centum in excess of the par value of the collateral trust bonds or notes issued; provided, that the par value of said collateral 'trust bonds or notes shall in no case exceed the market value of that portion of the security represented by bonds authorized for investment by this section.
(3) Deposit of any notes or bonds authorized for investment by this section and other securities of a combined market value of at least thirty per centum in excess of the par value of the collateral trust bonds or notes issued; provided, that the par value of such collateral trust bonds or notes issued shall in no case exceed the market value of that portion of the security represented by notes or bonds hereinbefore in this section authorized for investment; provided. further that the collateral pledged consist of bonds authorized for investment by this section of the market value of at least seventy-five per centum of the par value of such collateral trust bonds or notes issued.
II. Corporations organized for and engaged in the business of fire, life or marine insurance, may, after the investment of two hundred thousand dollars, and corporations organized for and engaged in the business of transacting any other kind of insurance authorized by law, except mortgage insurance, may also, after the investment of one hundred thousand dollars in any of the securities specified in
ibdivision 1 of this section, invest the balance of their capital, surplus and any accumulations in the purchase of or loans upon the stock of any corporation (except a mining corporation) organized and carrying on business under the laws of this state, or the laws of the United States, which stocks have, at the date of
such investment, a market value of not less than their paid-in value, or in the purchase of, or loans upon, interest-bearing bonds, (notes, or other obligations) issued by a corporation organized under the laws of any state or territory in the United States, or bonds of any permanent road division, reclamation district, irrigation district, or any other district of any state which are legal investments for savings banks of this state. Nothing herein shall authorize the purchase of or loans upon such obligations of any corporation or district which within five (5) years. I
ears next preceding shall have defaulted in payment of any part of either principal or interest of any bond, note or obligation offered. Stocks, bonds, notes or obligations must, in each case, be rated as first-class securities; provided, that any investment made, under the provisions of this subdivision of this section shall be approved by a vote of two-thirds of all the directors of the investing corporation. Such approval shall be entered upon the records or minutes of such corporation. Such entry must show the fact of making such investment, the amount thereof, the name of each director voting to approve the same, the amount, character and value of the security purchased or taken as collateral, and if the investment be a loan, the name of the borrower, the rate of interest thereon, and the date when the loan will become due or payable. It shall be the duty of the secretary of any such investing corporation to report in writing during the months of January and July of each year to the insurance commissioner the data above set forth respecting each such investment, and the insurance commissioner may, if any such investment is not approved by him, require the corporation to sell or dispose of the same.
III. Life insurance companies may also loan upon their own policies; provided, that the amount so loaned upon each policy shall not exceed the reserve against such policy at the time said loan was made; provided, further, that no policy loans whatever shall ever be used as security which may be deposited with the insurance commissioner under section six hundred thirty-four of the Political Code. The amount loaned by a company upon its own policies shall be credited to said company in determining the amount of deposit required to comply with the provisions of section six hundred thirty-four of the Political Code, and such loans shall be deducted from the net value of the registered policies.
IV. Any insurance company of this state doing business in any foreign country may invest so much of its funds as are required to meet its obligation incurred in such foreign country and in conformity to the laws thereof, in the same kind of securities issued in such foreign country that such company is by law allowed to invest in this state, and subject to the limitations imposed by law in this state. 1921–1575.
422. If any domestic insurance corporation shall have invested any of its funds in or loaned any of its funds upon the stock, bonds or other evidences of debt of other corporations or of any nation, state, county, city, village, school district, municipality, or other civil division of any state, pursuant to the laws of this state, and the insurance commission shall have reason to believe that such stock, bonds or other evidences of debt are not amply secured or are not yielding an income, he may direct it to report to him under oath the amount thereof, the security therefor and its market value. No stock and no bond or other evidence of debt if in default as to principal or interest, or if not amply secured, shall be valued as an asset of the corporation above its market value. All bonds or other evidences of debt held by any insurance corporation authorized to do business in this state, if amply secured and if not in default as to principal or interest, may in the discretion of the insurance