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Sec. 11795.

Prohibition against receiving commissions for organizing trust company or securing subscriptions to stock.-No individual, partnership, unincorporated association or corporation shall, directly or indirectly, receive or contract to receive any commission, compensation, bonus, right or privilege of any kind for organizing any trust company in this state, or for securing a subscription to the original capital stock or surplus of any trust company in this state, or to any increase thereof: Provided, that this section shall not be construed as prohibiting an attorney at law from receiving compensation for legal services in connection therewith. Each and every individual, partnership, unincorporated association or corporation violating the provisions of this section shall forfeit to the state $100 for each and every such violation, and in addition thereto double the amount of such commission, compensation or bonus. (Laws 1915, p. 163.)

Sec. 11796. Capital stock to be paid up, when how collected. The remaining unpaid portion of the subscribed capital stock of a trust company now in existence provided for in the articles of agreement shall be paid up in cash at such times and in such amounts as the board of directors may require. In case any shareholder shall refuse payment, the debt may be collected by suit at law: Provided, that the board of directors may, at their discretion, forfeit as many of the shares of such delinquent shareholder as shall be the equivalent of the sum due and unpaid on such shares, and dispose of such forfeited shares to any one willing to purchase them: Provided, furthermore, that no installment on shares shall be considered due and payable until notice to that effect shall have been given by publication for two weeks in some newspaper published in the county or city where such corporation is located, or in writing, personally served on the party required to pay: Provided, that no trust company, the capital stock of which is not fully paid, shall in any way advertise to the public its authorized or unpaid subscribed capital, and every trust company and any officer thereof violating the provisions. hereof shall be punished by a fine of one hundred dollars, and a further fine of fifty dollars per day for each day such violation continues, after written notice of such violation from the bank commissioner. (Laws 1915, p. 164.)

Sec. 11797. National bank may become trust company— procedure and effect thereof.-Any banking corporation organized under the laws of the United States and having its place of business in this state may become an incorporated trust company of this state with all the powers and subject to all the obligations and duties of trust companies organized under the provisions of this article; provided such banking corporation has authority by

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virtue of any law of the United States, to dissolve its organization as a national banking corporation. A national banking corporation desiring to become such an incorporated trust company of this state shall proceed in the following manner:

1. It shall take such action, in the manner prescribed or authorized by the laws of the United States, as shall make its dissolution as a national banking corporation effective at a future date certain.

2. Its stockholders shall proceed in all respects as is provided by law for other individuals in incorporating a trust company, except that the articles of agreement may provide that instead of the capital stock being paid up in lawful money, the same may be paid up by an assignment of the assets of the national banking corporation about to dissolve, such assignment to take effect at the aforesaid future date certain, and the commissioner may allow such assignment to be accepted instead of cash, if the incorporators shall have certified in the articles of agreement that the net value of such assigned assets is equal to at least the full amount of the stock of such proposed trust company, and the commissioner, as the result of an examination by himself, his deputies or his examiners, is satisfied that such assets are of such value. (Laws 1915, p. 164.)

Sec. 11798. Branch offices.-Any trust company possessing a capital and surplus of $1,000,000 or more may file application with the commissioner, upon such conditions and under such regulations as may be prescribed by the said commissioner, for the purpose of securing authority to establish branches in foreign countries or dependencies of the United States for the furtherance of the foreign commerce of the United States, and to act, if required to do so, as fiscal agents of the United States. Such application shall specify, in addition to the name and capital of the trust company filing it, the place or places where the trust company operations proposed are to be carried on, and the amount of capital set aside for the conduct of its foreign business. The commissioner shall have power to approve or to reject such application if, in his judgment, the amount of capital proposed to be set aside for the conduct of foreign business in inadequate, or if for other reasons the granting of such application is deemed inexpedient. Every trust company which shall receive authority to establish foreign branches shall be required at all times to furnish information concerning the condition of such branches to the commissioner upon demand, and the commissioner may order special examinations of the said foreign branches at such time or times as he may deem best. Every such trust company shall conduct the accounts of each foreign branch independently

of the accounts of other foreign branches established by it and of its home office, and shall at the end of each fiscal period transfer to its general ledger the profit or loss accruing at each branch as a separate item. (Laws 1915, p. 165.)

Sec. 11799. Powers and purposes of corporations created under this article.-Corporations may be created under this article for any one or more of the following purposes:

1. To receive money in trust and to accumulate the same at such rate of interest as may be obtained or agreed upon, or to allow such interest thereon as may be prescribed or agreed, and to receive money on deposit, with or without allowing interest thereon, not exceeding in any case the legal rate: Provided, however, that no trust company shall maintain in this state a branch trust company or receive deposits or pay checks except in its own banking house.

2. To receive upon deposit for safe-keeping personal property of every description; to guarantee special deposits, and to own or control a safety vault and rent the boxes therein.

3. To accept and execute all such trusts and perform such duties of every description as may be committed to them by any person or persons whatsoever, or any corporation, and act as assignee, receiver, trustee and depository, and to accept and execute all such trusts and perform such duties of every description as may be committed or transferred to them by order, judgment or decree of any of the courts of record of this state or other state, or of the United States.

4. To take, accept and hold, by the order, judgment or decree of any court of this state, or of any other state, or of the United States, or by gift, grant, assignment, transfer, devise or bequest of any person or corporation, any real or personal property in trust, and to execute and perform any and all such legal and lawful trusts in regard to the same, upon the terms, conditions, limitations and restrictions which may be declared, imposed, established or agreed upon in and by such order, judgment, decree, gift, grant, assignment, transfer, devise or bequest.

5. To execute as principal or surety, any bond or bonds required by law to be given in any proceeding, in law or equity, in any of the courts of this state or other states, or of the United States.

6. To act as agent or attorney in fact for any person or corporation in the management and control of real or personal property, and the sale or conveyance of same, and for the investment of money.

7. To act as the fiscal or transfer agent of the United States, of any state, municipality, body politic or corporation and in such capacity to receive and disburse money, to transfer, register and

countersign certificates of stock, bonds or other evidences of indebtedness; and to act as attorney in fact or agent of any person or corporation, foreign or domestic, for any lawful purpose.

8. To accept from and execute trusts for married women in respect to their separate property, whether real or personal, and act as agent for them in the management of such property.

9. To act as executor and trustee under last will, or as administrator with or without the will annexed, of the estate of any deceased person, or as guardian or curator of any infant, insane person, idiot or habitual drunkard, or trustee for any convict in the penitentiary, under the appointment of any court of record having jurisdiction of the person or estate of such deceased person, infant, insane person, idiot, habitual drunkard or convict. 10. To discount and negotiate promissory notes, drafts, bills of exchange and other evidences of debt; buy and sell coin and bullion, and loan money upon real estate or personal property, and upon collateral or personal security, at a rate of interest not exceeding that allowed by law; and, to execute and issue its notes and debentures payable at a future date, and to pledge its mortgages on real estate and other securities as security therefor, which debentures and notes may be issued to an amount not exceeding, in the aggregate, ten times the amount paid up on the capital stock and surplus of the company issuing the same, and shall in no case exceed the amount of first mortgages pledged to secure their payment.

11. To buy, invest in and sell all kinds of government, state, municipal and other bonds, and all kinds of negotiable and non-negotiable paper, stocks or other investment securities.

12. To accept for payment at a future date, drafts drawn upon it by its customers and to issue letters of credit authorizing the holders thereof to draw drafts upon it or upon its correspondents at sight or on time not exceeding one year: Provided, that no trust company shall incur liabilities under this subdivision to an amount equal at any time in the aggregate to more than its paid up and unimpaired capital stock and surplus fund, except with the approval of the bank commissioner under such general regulations as to amount of acceptances as the commissioner may prescribe.

13. To purchase and hold, for the purpose of becoming a member of a federal reserve bank, so much of the capital stock thereof as will qualify it for membership in such reserve bank, pursuant to an act of congress, approved December twenty-three, nineteen hundred and thirteen, entitled the "Federal reserve act," and any amendments thereto; to become a member of such federal reserve bank, and to have and exercise all powers, not in conflict with the laws of this state, which are conferred upon any

such member by the federal reserve act. Such trust company and its directors, officers and stockholders shall continue to be subject, however, to all liabilities and duties imposed upon them by any law of this state and to all the provisions of this chapter relating to trust companies.

14. To purchase, hold or convey real property for the following purposes:

(a) A plot whereon there is or may be erected a building or buildings suitable for the convenient transaction of its business, from portions of which not required for its own use a revenue may be derived.

(b) Such as shall be conveyed to it in satisfaction or part satisfaction of debts previously contracted in the course of its business.

(c) Such as it shall purchase at sales under judgments, decrees or liens held by it. (Laws 1915, p. 165.)

A trust company may acquire negotiable paper payable to an officer of the company and endorsed over by him. Denny et al. v. Jefferson Co., 272 Mo. 436, 199 S. W. 250. There seems to be no legal obstacle to the exercise by trust companies of all the functions of ordinary banks as to receiving and paying out deposits of money. Stone v. Trust Co., 150 A. 331, 130 S. W. 825; State v. Lincoln Trust Co., 144 Mo. 562, 46 S. W. 593. A trust company may not act as promoter of a corporation, and a contract so to do is ultra vires. Millinery Co. v. Mississippi Valley Trust Co., 251 Mo. 553, 158 S. W. 359. A trust company is not authorized to purchase controlling interest in stock of another bank. State ex rel. Hadley v. Bankers Trust Co., 157 A. 557, 138 S. W. 669. A trust company with whom the receiver of a bank deposited the funds of the bank cannot claim that the deposit was an indemnity against its possible liability on the receiver's bond. Stone v. St. Louis Union Trust Co., 183 A. 261, 166 S. W. 1091. Trust Company may execute, as surety, attachment bonds. Steppacher Co. v. McClure, 75 A. 135. They also have power to buy and sell bills of exchange, State ex inf. v. Trust Co., 144 Mo. 562, 46 S. W. 593. Board of directors and majority of stockholders held without power to trade trust company's property and good will for stock of title guaranty company, thus in effect dissolving the trust company. Luehrmann v. Lincoln Trust and Title Co., 192 S. W. 1026.

Sec. 11800. Power to certify and guarantee titles continued in special cases. Every trust company which at the time this act takes effect* lawfully possesses and exercises the power to certify and guarantee titles to real estate, and which within ninety days after this act takes effect shall, under oath of its president and by resolution of its board of directors, certify that it is actually engaged in the exercise of such power, shall continue to exercise such power, but no other trust company shall hereafter have or exercise such power: Provided, however, that the bank commissioner shall be required, within six months after this act takes effect, to investigate and verify the truth of the said oath of the president and resolution of said board of directors; and his certificate with reference thereto shall be recorded in the office of the recorder of the county or city in which said trust company is located, and a certified copy thereof filed in

*This act took effect March 25, 1915.

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