Page:United States Statutes at Large Volume 68 Part 1.djvu/235

 68 S T A T. ]

PUBLIC LAW 389-JUNE 8, 1954

20S

(7) if such amendment effects a change in the amount of stated capital, or paid-in surplus, or both, then a statement of the manner in which the same is effected and a statement, expressed in dollars, of the amount of stated capital and the amount of paid-in surplus as changed by such amendment, (b) If issued shares without par value are changed into the same or a different number of shares having par value, the aggregate par value of the shares into which the shares without par value are changed shall not exceed the sum of (1) the amount of stated capital represented by such shares without par value, and (2) the amount of surplus, if any, transferred to stated capital on account of such change, and (3) any additional consideration paid for such shares with par value and allocated to stated capital. F I L I N G o r ARTICIiES o r

AMENDMENT

SEC. 57. (a) Duplicate originals of the articles of amendment shall be delivered to the Commissioners. If the Commissioners find that the articles of amendment conform to law, they shall, when all fees and taxes have been paid as in this Act prescribed— (1) endorse on each of such duplicate originals the word "Filed" and the month, day, and year of the filing thereof; (2) file one of such duplicate originals in their office; (3) issue a certificate of amendment to which they shall affix the other duplicate original. (b) The certificate of amendment with the duplicate original of the articles of amendment affixed thereto shall be recorded in the office of the Recorder of Deeds. E F F E C T OF CERTIFICATE OF AMENDMENT



SEC. 58. (a) Upon the issuance of the certificate of amendment, the amendment shall become effective and the articles of incorporation shall be deemed to be amended accordingly. (b) No amendment shall affect any existing cause of action in favor of or against such corporation, or any pending suit to which such corporation shall be a party, or the existing rights of persons other than shareholders; and, in the event the corporate name shall be changed by amendment, no suit brought by or against such corporation under its former name shall abate for that reason. REDEMPTION

A N D CANCELLATION

OF

SHARES

SEC. 59. (a) If the articles of incorporation provide that redeemable shares redeemed, or purchased or otherwise acquired by the corporation, shall be canceled and shall not be reissued, then, in the event of such cancellation of shares, the stated capital of the corporation shall be deemed to be reduced by that part of the stated capital which was, at the time of such cancellation, represented by the shares so canceled, (b) No redemption or purchase of redeemable shares shall be made which will reduce the remaining assets of the corporation below an amount sufficient to pay all debts and known liabilities of the corporation as they mature, except such debts and liabilities as have been otherwise adequately provided for, or which will reduce the net assets below the aggregate amount payable to the holders of shares having prior or equal rights to the assets of the corporation upon dissolution. (c) When redeemable shares of a corporation have been canceled pursuant to the provisions of the articles of incorporation, a statement shall be executed in duplicate by the corporation by its president

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