What is a Joint Stock Association?

A blast from the archives

I was looking at the archives to my defunct TypePad blog for an old post. While doing so, I ran across an different old post that I thought was interesting enough to revisit.

On his old blog, Keith Paul Bishop noted that:

California’s statutory provisions pertaining to unincorporated associations can be found in Title 3 of the Corporations Code. Part 3 of Title 3 is devoted to criminalizing various activities on the part of directors, officers and agents of joint stock associations. Nowhere, however, Part 3 define what constitutes a joint stock association. Nor does it appear that there are any decisions citing these statutes. The mystery of what exactly constitutes a joint stock association is deepened by the existence of other provisions within the Corporations Code that refer to joint stock companies (e.g., §§ 5065, 25013, and 29514). Is a “joint stock association” a “joint stock company” by another name or an entirely different entity?

According to a 1916 law review article, a joint stock association at common law 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”. I. Maurice Wormser, The Legal Status of Joint Stock Associations, 3 Fordham L. Rev. 1 (1916).

BTW, If you’re a fellow corporate law maven with an interest in California and, importantly given DExit, Nevada corporate law, I strongly encourage you to subscribe to Keith’s Substack: