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What Is A "Joint Stock Association"?
Friday, February 2, 2024

Part 3 of Title 3 of the California Corporations Code is comprised of four statutes governing "joint stock associations". Oddly, the Corporations Code makes no attempt to define the term and it does not appear in any other part of the Corporations Code. The term also appears without definition in the Public Utilities Code (Sections 204, 5502, 5356, and 21009), the Revenue & Taxation Code (Section 12003) and the Government Code (Section 50485.1). None of these other codes attempt to define the term, although they use the term to define other terms. Pursuant to these definitions, a joint stock may be a "corporation" (Sections 204 & 5356), a "person" (Sections 5502 & 50485.1), or a "company" (Section 12003). None of these statutes explain what constitutes a joint stock association or clarifies whether it is the same as, or differs from, a "joint stock company", a term that is also found in several other provisions of the Corporations Code.

After a little digging, I found that the term "joint stock association" actually dates back to California's 1849 constitution. Article IV, Section 36 provides "Each stockholder of a corporation, or joint-stock association, shall be individually and personally liable for his proportion of all its debts and liabilities." (emphasis added). In a law review article published in 1916, Professor I. Maurice Wormser describe a joint stock association as follows:

At common law, however, a joint stock association was a group of individuals organized for certain purposes into an association similar to a partnership, but, unlike a partnership, having a capital stock divided into shares transferable by the owner.

The Legal Status of Joint Stock Associations, 3 Fordham L. Rev. 1 (1916) (footnote omitted). Professor Wormser's article uses the terms "joint stock association" and "joint stock company" interchangeably.

The placement of the statutes governing joint stock associations within Title 3 of the Corporations Code suggests that these entities are unincorporated associations because that is the title of Title 3. However, Section 6 of the Corporations Code provides that title, part, chapter, article and section headings do not "in any manner affect the scope, meaning, or intent of the provisions of this code". 

All of this leads the to the question of whether there is any point to retaining Part 3, Title 3 of the California Corporations Code. Joint stock associations are not defined and the Code provides provides no mechanism for their formation.

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