16 BULLETIN 1106, U. S. DEPARTMENT OF AGRICULTURE. 
a provision restricting the transfer of its stock, such a provision 
will be enforced by the courts of the State where suit is brought, 
although the association was incorporated in another State. These 
were the facts in the case last mentioned. In that case the corpora- 
tion was incorporated in Delaware, but the transactions relative to 
the stock took place in Ohio, where the corporation had its principal 
place of business, and the suit was brought there. One is charged 
with notice of the law of the State under which a corporation is 
incorporated and of its powers. Even though a by-law restricting 
the right to transfer stock is unauthorized by the statute under 
which the corporation is formed, they have been enforced as con- 
tracts between the corporation and its members, 48 although a con- 
trary conclusion has been reached. 49 It is not believed that an 
absolute prohibition on the transfer of stock in an unauthorized 
by-law would be upheld. Shares of stock at common law are 
regarded as personal property, and as such all the rules of law rela- 
tive to such property are applicable. The policy of the law is 
against prohibitions or such as have that effect on the transfer of 
property, on the theory that the right of sale or disposition is an 
inseparable incident of its ownership. But the law permits some 
restrictions on the right of sale or transfer of real or personal prop- 
erty. 50 In a case decided by the Supreme Court of the United States 
it was said that "In * * * a joint stock corporation * * * 
each stockholder whether by purchase or original subscription has 
the right, unless restricted by the charter or articles of association, 
to sell and transfer his shares and by transferring them introduce 
others in their stead." 51 
LIEN ON STOCK. 
If a statute under which a corporation is incorporated or the 
general law of the State gives a corporation a lien on the stock of a 
stockholder for debts due the corporation by him, strangers, even 
though without actual notice, and residents of other States buy the 
stock subject to the lien. The Supreme Court of the United States 
has said : 52 " Where by general law a lien is given to a corporation 
upon its stock for the indebtedness of the stockholder, it is valid 
and enforceable against all the world." If the statute under which 
an association or corporation is to be incorporated authorizes the 
inclusion of a provision in the articles of association or the certifi- 
cate of incorporation giving the corporation a lien on its stock for 
iS New England Trust Co. v. Abbott. 162 Mass. 148, 38 N. E. 432, 27 L. R. A. 271 ; 
Clothing House v. Dickinson (Minn.), 178 N. W. 957. 
49 Steele r. Farmers & Merchants' Mutual Tel. Assn., 95 Kan. 580, 148 Pac. 661. 
60 Lathrop v. Merrill, 207 Mass. 6, 92, N. E. 1019 ; Gray Restraints on the Alienation 
of Property (2d ed.), p. 399. 
51 Morgan v. Struthers, 131 U. S. 246, 254. 
62 Hammond v. Hastings, 134 U. S. 401. 
