When shares of stock are owned by persons residing out of the state, the president, secretary or directors of the corporation, before entering any transfer thereof on the books, or issuing a certificate therefor to the transferee, may require from the attorney or agent of the nonresident owner, or from the person claiming under the transfer, an affidavit or other evidence that the nonresident owner was alive at the date of the transfer, and that his signature to the transfer is genuine; and if such affidavit or other satisfactory evidence be not furnished, may require from the attorney, agent or claimant, a bond of indemnity with two sureties, satisfactory to the board of directors; or if not so satisfactory, then one approved by a district or county judge of the county in which the principal office of the corporation is situated, conditioned to protect and indemnify the corporation against any liability to the nonresident owner or his or her legal representatives, in case of his or her death before the transfer, and if such affidavit or other evidence, or bond, be not furnished when required as herein provided, neither the corporation, nor any officer thereof, shall be liable for refusing to enter the transfer on the books of the corporation.
No person holding stock as executor, guardian or trustee, or holding it as collateral security or in pledge, shall be personally subject to any liability as a stockholder of the company; but the person pledging the stock shall be considered as holding the same and shall be liable as a stockholder accordingly; and the estate and funds in the hands of the executor, administrator, guardian or trustee, shall be liable in like manner to the same extent as testator or intestate, or as the ward or person interested in the trust fund would have been if he had been living and competent to act and hold the stock in his own name.
History: Laws 1878, ch. 1, ch. [tit.] 4, § 4; C.L. 1884, § 2654; C.L. 1897, § 3836; Laws 1899, ch. 29, § 4; Code 1915, § 4694; C.S. 1929, § 116-142; 1941 Comp., § 74-131; 1953 Comp., § 69-1-31.
Bracketed material. — The bracketed material was inserted by the compiler and is not part of the law.
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