Sign New Mexico Banking Stock Certificate Online

Can i document type sign stock certificate new mexico

hi guys welcome to another episode of ninja vlogger law for the everyday layman now today we continue with our discussion on shares of stock which i started with last episode okay so if you like my videos and you want to see more please hit the subscribe button also please remember that this is only for educational purposes and is not a substitute for proper legal advice or for studying and understanding the law okay now last episode i talked about the nature of share of stock as well as the different classifications of shares of stock okay now the share of stock itself that constitutes property distinct or different from the capital or tangible property of the corporation when we talk about shares of stock that belongs to the different owners okay and the property of the corporation belongs to the corporation itself by virtue of the separate juridical personality of the corporation from its stockholders okay now stocks are incorporeal in nature meaning they're intangible no you cannot touch a stock and as i said that stock does not ownership of that stock does not mean you're also the owner of the corporate property okay so while stocks may be incorporeal or intangible they are still personal property and since a share of stock is incorporeal there has to be a physical manifestation of it and it is evidenced by a certificate of stock or a stock certificate no a stock certificate is simply a written acknowledgement by the corporation of the interest right and participation of a person in the management profits and assets of a corporation okay it's not the stock itself the stock certificate is not the stock itself it is merely a formal written evidence of the holders ownership or interest in one or more shares and it is a convenient instrument for the transfer of tidal okay the stock certificate acknowledges that the person named in such certificate is the owner of a designated number of shares of the corporation's stock and is that certificate that is prima faxi evidence that the holder is a stockholder okay now while a certificate is not necessary to make a person into a stockholder every stockholder has the right to a proper to have a proper certificate issued to him as soon as he has complied with all the conditions which entitle him to the issuance of a certificate okay so a formal certificate of stock can be issued only upon compliance with the following requirements no first the certificates they must be signed by the president or vice president encounter signed by the secretary or assistant secretary and sealed with the seal of the corporation and issued in accordance with the by-laws okay next the certificate itself must be delivered next the par value in case of par value shares or the full subscription in case of no par value shares they must be fully paid okay and finally in case of a transfer the original of the certificate must be surrendered okay so a stockholder is entitled to the issuance of a certificate of stock as soon as he has fully paid for the subscription now section 63 says that a certificate of stock can only be issued to a subscriber if he pays the full amount of the subscription together with interest and expenses if any is due especially in the case of delinquent shares no section 65 says that subscribers to stocks shall be liable to the corporation for interest on all unpaid subscriptions from the date of the subscription if so required by and at the rate fixed in the subscription contract or if none is fixed then at the legal rate of interest okay take note of that so what the subscriber really has to pay is the balance no and section 65 tells us when payment should be made payment of unpaid subscription or any percentage thereof together with any interest accrued shall be made on the date specified in the subscription contract or on the date stated in the call made by the board okay now when we say call no call okay that's just a declaration officially made by a corporation which is usually expressed in the form of a board resolution okay and in that board resolution there is a call requiring payment of all or a portion of a stock subscription okay for a call to be valid no it must be made in the manner prescribed by law it must be made by the board and it must operate uniformly on all of the stockholders okay the need for a call depends on the provisions of the subscription contract or if there is no time fixed for payment okay so if the subscription contract provides for a time of payment then just follow that but if there is no time fixed then of course the board has to make a call okay for payment if a call is needed and notice of that call is not given to the stockholders then it is as if there is no call at all okay so notice of the call must be given so the board of directors may at any time declared you and payable to the corporation unpaid subscription and they may collect the same or such percentage thereof in either case with accrued interest if any as it may deem necessary so it's within the wisdom of the board to make a call for payment okay subject of course to the terms of the subscription contract again if the time of payment is stated there just follow that but if it's not stated if the time for payment is not stated then it's uh the board me at any time as it may deem necessary call for the payment no now if the stock subscription is unpaid the corporation has different methods to collect the unpaid amounts no it can uh the first one is through call then delinquency and sale at the auction of delinquent shares it can also collect the unpaid amounts through an ordinary court action that's expressly provided for in the code no it can also collect from cash dividends and other amounts due to the stockholder if allowed under the by-laws or under their agreement okay now of course if the subscriber fails to pay the entire balance due and payable then he is not only liable for that balance but also for the interest at the rates that i just mentioned earlier no uh meaning uh the rate the interest rate stated in the by-laws or in the interest rate the legal rate of interest if none is stated okay now uh the interest will be computed from either the date specified until full payment of the subscription or depends on the agreement okay or from default now if no payment is made within 30 days from the sale no from the specified date all the stocks covered by the subscription shall become delinquent and subject to sale under the following the procedure provided by law okay unless of course the board says no no okay let's give him some more time okay and the section 66 is important because it gives us the condition for conditions for stocks to become delinquent okay so stocks become delinquent upon the failure of the holder to pay the unpaid subscription or balance within 30 days from the date specified in the contract of subscription or the call call made by the board okay and delinquency is important because there are uh effects no under section 70 the effects of delinquency no no delinquent stock shall be voted for no delinquent stock shall be entitled to vote or be represented at any stockholders meeting the holder of delinquent stock will not be entitled to any rights of a stockholder except the right to dividends okay and he will not be entitled uh to any of the rights no until and unless payment is made by the holder of such delinquent stock for the amount due on the uh on the subscription okay now uh he is entitled to dividends why the law allows this because from the dividends that are distributed the corporation will use those dividends and apply it to his uh unpaid balance no take note that uh before delinquency section 71 says that holders of subscribed shares which are not fully paid okay and which are not delinquent they shall have all the rights of a stockholder so you have to determine know if a stock is delinquent or not in order to determine the corresponding rights of the stockholder also take note under section 42 any cash dividends which are due on delinquent stock shall be first applied to the unpaid balance on the subscription plus costs and expenses okay while stock dividends shall be withheld from the delinquent stockholder until their unpaid subscription is fully paid i mentioned this earlier okay again uh the reason why dividends are not withheld from the stockholder the delinquent stockholder is so that those dividends which would have gone to him will just be applied by the corporation to the unpaid subscription until it will be fully paid okay now what happens to uh delinquent shares under section 67 they may be sold at public auction and how does it work first the board has to make a call meaning it passes a resolution declaring payable the whole or a certain percentage of the unpaid subscriptions okay it should state the date fixed for payment okay the stockholder will be given notice he must be given notice of the call if the date for payment is specified in the subscription contract then again i mentioned this earlier no call is necessary and if the stockholder does not pay within 30 days from the date specified either in the subscription contract or in the call then that's the time that the stocks become delinquent india 30 days then that's the time the stocks become delinquent from then the corporation will now fix the date the time in the place of the sale which shall not be less than 30 days nor more than 60 days from the date that the stock became delinquent after that the corporation should give no taste of the sale either personally or by registered mail or other means provided in the by-laws and the corporation must also publish the notice once a week for two consecutive weeks in a newspaper of general circulation in the province or city where the principal office is located so take note two notices first notice call second notice note is notice of the sale okay and both must be given to the stockholder now if the stockholder wants to prevent the sale then he should pay on or before the date of the sale the balance due on the subscription plus accrued interest cost of advertisement and expenses of the sale okay if not then the shares will be sold at public auction to the highest bidder and who is the highest bidder he is the person offering to pay the full amount of the balance on the subscription together with accrued interest costs of advertisement and expenses of sale this is the important part for the smallest number of shares or fraction of a share now what does this mean de leon in his book gives a good example you know so uh let's say x subscribe to five shares with a par value of 100 pesos each paying 300 as as his initial payment no the balance of 200 pesos was called in by the board and x failed to pay so his stock was declared delinquent okay the interest expenses and costs of the sale are 50 pesos for a total of 250 pesos so now we have bidders at the public auction so it's a b and c a offers to pay 250 pesos for two shares b b offers to pay 250 pesos or three shares and c offers to pay 250 pesos for four shares who is the highest bidder here a is the highest bidder why because he offered to pay the full amount of the balance on the subscription with interest and cost of the sale for the smallest number of shares okay because again a offered to pay 250 for only two shares um b and c a and highest bidder he's buying the least for the most amount of money okay so what is what will happen now okay so x will retain the three shares and a will now own two shares and all the five shares will now be deemed fully paid as far as the corporation is concerned okay now after the delinquent stock has been sold these shares shall be transferred to the highest bidder in the books of the corporation and of course he will now be entitled to the issuance of a stock certificate okay now what if there are no bidders or there's no highest bidder in the public auction then the law allows the corporation okay to purchase for itself the delinquent stock in such a way in such a case the delinquent subscriber shall be released from liability with regard to his subscription which shall be deemed fully paid okay in the books of the corporation now take note that the corporation can only purchase such delinquent stock if it has net earnings why because of the trust fund doctrine okay just keep going back to the trust fund doctrine now these shares purchased by the corporation will now become treasury shares which i discussed in the last episode now uh can you question the delinquency sale yes okay but uh the period to file the complaint questioning the sale the public auction no it's only six months from the date of the sale together with the complaint the party who protests the sale should first pay or tender to the party holding the stock the sum for which it is sold with interest from the date of the sale at the legal rate and legal rate of interest and he only has two grounds okay either irregularity or defect in the notice of sale or irregularity or defect in the sale itself so notice or don't say irregularity or defect okay so that's it for uh payment of the subscription and what if you don't pay what happens in delinquency sale etc okay now let's talk about transfer of stocks now a stockholder has an absolute and inherent right as an incident of ownership to sell and transfer his stocks at will okay so he can sell it if he wants except as may be restricted by law as may be restricted by the articles the bylaws or the agreement between him and the corporation okay section 62 expressly authorizes the transfer of shares represented by the certificate by delivery of the certificate or certificates endorsed by the owner his attorney in fact or any other person legally authorized to make the transfer okay take note i will clarify no as mentioned the corporation may impose restrictions but not prohibitions restrictions and prohibitions are different okay so provisions which prohibit a transfer of stocks without the consent whenever of all the stockholders without the consent of the president or a provision which which says that the transferee must first be approved on board or a provision which states that the stocks are absolutely non-transferable all those provisions are void the corporation may restrict but not prohibit transfer of shares in its by-laws okay so uh the rule is different in close corporations because close corporations the transfer of stock really has restrictions no but i will talk about closed corporations in a different episode for now we're just talking about regular stock corporations okay so for a valid transfer of stocks there must be delivery of course of the stock certificate the certificate must be endorsed by the owner or his attorney in fact or other legally authorized person and finally the transfer must be recorded in the stock and transfer book okay so that said no a stock certificate is quasi-negotiable meaning uh it's not really a negotiable instrument i discussed this in uh partly in my negotiable instrument series you can watch that no but uh it is only quasi-negotiable and not it is not a negotiable instrument it's a quasi-negotiable because title can be transferred by endorsement okay but it is non-negotiable because the holder takes it subject to the defenses of the registered owner or the transfers creditor under the law except in case of estoppel no so he's subject to the defenses okay just remember endorsement coupled with delivery is necessary okay and then it will only bind the court the transfer will only by the corporation when the transfer is recorded in the corporate box knowing stock and transfer books in other words no as between the parties to the transfer the immediate parties no the transfer is valid it's valid between the parties as long as as there has been endorsement coupled with delivery but to bind third persons and the corporation the transfer of that stock must be entered and noted in the books of the corporation to show the name of the parties the date of the transfer the number of the certificate and the number of shares which are transferred okay however since the law uses the word me no me meaning it's permissive and not mandatory as contrasted with musk or no since the law uses the word me shares of stock may also be transf rred in a different way such as assignment no in a separate instrument unless of course the bylaws expressly provided to transfer shall be made exclusively in the manner provided for by law okay also in case of death no without a will the heir will have to wait for the estate of the deceased to be settled and the stocks to be registered in his name in the in the stock and transfer books before he can be considered a stockholder so before his name before the transfer is registered in the stock and transfer book the heir of the deceased cannot say hey i have the right to vote hey no he has no rights and he's not yet a stockholder until the transfer is recorded in the stock end transfer book now the requirement of registration in the stock and transfer book is required only for absolute transfers meaning ownership has passed to the transferee absolutely okay when it comes to pledge or mortgage of shares no before uh the personal property security act is in operation when it comes to pledge or mortgage registration in the books of the corporation is not necessary and public instrument or registration in the chattel mortgage registry is enough okay or in case the personal property security app applies then just uh compliance with the requirements of that law will be enough okay you don't need to register it in the the stock and transfer book why because those contracts know are contracts of security and they do not transfer absolute ownership okay only those absolute transfers are required to be recorded in the stock and transfer book okay now registration in the stock and transfer book is required to enable the corporation to know at all times who its actual stockholders are why because mutual rights and obligations exist between the corporation and the stockholders okay so uh you have to register the name in the stock and transfer book so that the corporation knows who its stockholders are another is to afford the corporation an opportunity to object or refuse its consent to the transfer in case it has any claim against the stock sought to be transferred or any other valid reason okay another would be to avoid fig tissues or fraudulent transfers now that's those are the purposes of registration in the stock and transfer book okay now failure to register the transfer of shares will still result in a valid and binding transfer but only between the parties okay only between the parties again with regard to the corporation and third persons it does not exist except where notice is given to the corporation for purposes of registration in which case the transfer still has the right to vote and be voted for and can still participate in any meeting and has the right to receive dividends but if the transfer receives dividends he holds it in trust for the transferee all because the corp the corporation will not yet recognize the transfer until it has been recorded now what if the stock certificates are lost or destroyed what's the remedy of the owner first of all this this is important no that's why i want to leave this a finder of a lost certificate or someone who steals a stock certificate he does not become the owner of that certificate or of the stocks okay and he cannot best in his transfer is supposing he transfers it to someone else he cannot transfer a valid okay he cannot transfer a valid title from from a certificate which he found or which he has stolen so even if the transferee acquires that lost certificate or stolen certificate for good faith in good faith and for value then he does not still get a valid title okay because remember stock certificates can only be transferred through endorsement coupled with delivery and to bind the corporation and third persons it must be recorded in the books of the corporation okay so if a person who owns stock loses his certificate a new one may be issued to him but he must first file with the corporation and affidavit in triplicate stating the circumstances as to how the certificate was lost stolen or destroyed the number of shares represented by such certificate the serial number of such certificate the name of the corporation and other information and evidence as may be necessary okay so after verifying the affidavit and other information and evidence with the books or of the corporation the corporation will now publish a notice in the newspaper of general circulation in the place of the principal office of the corporation once a week for three consecutive weeks at the expense of the registered owner okay of the certificate which has been lost stolen or destroyed okay now the notice which will be published now should state the name of the corporation name of the registered owner serial number of the certificate the number of shares represented by the certificate and this is also important no there should be a statement that after the expiration of one year from the date of last publication if no contest has been presented to the corporation regarding the certificate of stock then the right to make such contests shall be barred okay and the corporation shall cancel the lost destroyed or stolen certificate of stock and the right to make such contests uh and it's lost okay and the corporation can now cancel the lost stolen or destroyed certificate of stock okay so in other words if anyone wants to contest the issuance or protest the insurance they have one year to do so okay and the person applying for the placement has to wait one year before a new certificate is issued to him okay because the law says in lieu of the lost stolen or destroyed certificate the corporation shall issue a new certificate of stock unless the registered owner files a bond or other security as may be required effective for a period of one year for such amount and in such form and which with such securities as may be satisfactory to the board in which case a new certificate may be issued even before the expiration of one year uh provided in the law okay in other words not even if you're having a hard time reading the law just because it's so long just chop it up into sentences that or phrases that you can understand in other words if the owner wants a security certificate of the stock the certificate of stock earlier than one year then he has to file a bond or other security okay with the corporation okay now if a contest has been presented to the corporation or if an action is pending in court regarding the ownership of the stock certificate which has been lost stolen or destroyed then the issuance of the new stock certificate shall be suspended okay until the court renders a final decision regarding the ownership of the stock certificate which was lost stolen or destroyed okay common sense don't give a new stock certificate to someone you're not sure it's the real owner okay and uh take note that except in case of fraud bad faith or negligence on the part of the corporation and its officers no action may be brought against any corporation which shall have issued certificates of stock in you of those lost stolen or destroyed okay following the procedure that i just explained no this just means that the corporation will not be held liable to any person who is prejudiced by the issuance of the new certificates of stock if they follow the procedure no the only time the corporation may be held liable is if there is fraud bad faith or negligence on the part of the corporation and its officers okay so that's it for uh stocks no and uh part two of the discussion on stocks now so i hope you may have picked up a thing or two and see you next time guys okay see you soon bye