Legislation
SECTION 5003
Subscription for shares; time of payment, forfeiture for default
Banking (BNK) CHAPTER 2, ARTICLE 15, TITLE 5
§ 5003. Subscription for shares; time of payment, forfeiture for
default. 1. Unless otherwise provided by the terms of the subscription,
a subscription for shares of a corporation to be formed shall be
irrevocable, except with the consent of all other subscribers or the
corporation, for a period of seven months from its date.
2. A subscription, whether made before or after the formation of a
corporation, shall not be enforceable unless in writing and signed by
the subscriber.
3. Unless otherwise provided by the terms of the subscription,
subscriptions for shares, whether made before or after the formation of
a corporation, shall be paid in full at such time, or in such
instalments and at such times, as shall be determined by the board. Any
call made by the board for payment on subscriptions shall be uniform as
to all shares of the same class or of the same series. If the
superintendent has taken possession of the business and property of the
corporation, all unpaid subscriptions shall be paid at such times and in
such instalments as the superintendent may direct.
4. In the event of default in the payment of any instalment or call
when due, the corporation may proceed to collect the amount due in the
same manner as any debt due the corporation or the board may declare a
forfeiture of the subscriptions. The subscription agreement may
prescribe other penalties, not amounting to forfeiture, for failure to
pay instalments or calls that may become due. No forfeiture of the
subscription shall be declared as against any subscriber unless the
amount due thereon shall remain unpaid for a period of thirty days after
written demand has been made therefor. If mailed, such written demand
shall be deemed to be made when deposited in the United States mail in a
sealed envelope addressed to the subscriber at his last post-office
address known to the corporation, with postage thereon prepaid. Upon
forfeiture of the subscription, if at least fifty percent of the
subscription price has been paid, the shares subscribed for shall be
offered for sale for cash at a price at least sufficient to pay the full
balance owed by the delinquent subscriber plus the expenses incidental
to such sale, and any excess of net proceeds realized over the amount
owed on such shares shall be paid to the delinquent subscriber or to his
legal representative. If no prospective purchaser offers a cash price
sufficient to pay the full balance owed by the delinquent subscriber
plus the expenses incidental to such sale, or if less than fifty percent
of the subscription price has been paid, the shares subscribed for shall
be cancelled and restored to the status of authorized but unissued
shares and all previous payments thereon shall be forfeited to the
corporation and transferred to surplus.
default. 1. Unless otherwise provided by the terms of the subscription,
a subscription for shares of a corporation to be formed shall be
irrevocable, except with the consent of all other subscribers or the
corporation, for a period of seven months from its date.
2. A subscription, whether made before or after the formation of a
corporation, shall not be enforceable unless in writing and signed by
the subscriber.
3. Unless otherwise provided by the terms of the subscription,
subscriptions for shares, whether made before or after the formation of
a corporation, shall be paid in full at such time, or in such
instalments and at such times, as shall be determined by the board. Any
call made by the board for payment on subscriptions shall be uniform as
to all shares of the same class or of the same series. If the
superintendent has taken possession of the business and property of the
corporation, all unpaid subscriptions shall be paid at such times and in
such instalments as the superintendent may direct.
4. In the event of default in the payment of any instalment or call
when due, the corporation may proceed to collect the amount due in the
same manner as any debt due the corporation or the board may declare a
forfeiture of the subscriptions. The subscription agreement may
prescribe other penalties, not amounting to forfeiture, for failure to
pay instalments or calls that may become due. No forfeiture of the
subscription shall be declared as against any subscriber unless the
amount due thereon shall remain unpaid for a period of thirty days after
written demand has been made therefor. If mailed, such written demand
shall be deemed to be made when deposited in the United States mail in a
sealed envelope addressed to the subscriber at his last post-office
address known to the corporation, with postage thereon prepaid. Upon
forfeiture of the subscription, if at least fifty percent of the
subscription price has been paid, the shares subscribed for shall be
offered for sale for cash at a price at least sufficient to pay the full
balance owed by the delinquent subscriber plus the expenses incidental
to such sale, and any excess of net proceeds realized over the amount
owed on such shares shall be paid to the delinquent subscriber or to his
legal representative. If no prospective purchaser offers a cash price
sufficient to pay the full balance owed by the delinquent subscriber
plus the expenses incidental to such sale, or if less than fifty percent
of the subscription price has been paid, the shares subscribed for shall
be cancelled and restored to the status of authorized but unissued
shares and all previous payments thereon shall be forfeited to the
corporation and transferred to surplus.