The always interesting Keith Paul Bishop notes 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).
This piqued my interest. Book 28 of the 1917 edition of McKinney's Consolidated Laws of New York Annotated covers "Joint Stock Association Law," section 2 of which states:
Christine Rossini's English as a Legal Language tells us that:
So far it looks like a "joint stock association" in act is a "joint stock company" by another name, but let us persevere:
The Georgia Nonprofit corporation statute (Ga. Code Ann. § 14-3-1108) supports that conclusion:
“Joint-stock association” includes any association of the kind commonly known as a joint-stock association or joint-stock company and any unincorporated association, trust, or enterprise having members or having outstanding shares of stock or other evidences of financial and beneficial interest therein, whether formed by agreement or under statutory authority or otherwise, but shall not include a corporation, partnership, limited liability partnership, limited liability company, or nonprofit organization. A joint-stock association as defined in this paragraph may be one formed under the laws of this state, including a trust created pursuant to Article 2 of Chapter 12 of Title 53, or one formed under or pursuant to the laws of any other state or jurisdiction.
DGCL § 254(a) is similar:
The term “joint-stock association” as used in this section, includes any association of the kind commonly known as a joint-stock association or joint-stock company and any unincorporated association, trust or enterprise having members or having outstanding shares of stock or other evidences of financial or beneficial interest therein, whether formed or organized by agreement or under statutory authority or otherwise and whether formed or organized under the laws of this State or any other jurisdiction, but does not include a corporation, partnership or limited liability company.
Yet, as a law review article explains, that definition presents its own set of problems:
Although the definition of a “joint-stock association” is quite broad and would seem to pick up almost all forms of non-corporate entities, there exists substantial ambiguity in the statute as to exactly what is a joint stock association given the exclusion of partnerships and corporations from the definition. For example, is a joint venture (which is nothing more than a partnership under another name) a joint-stock association under Delaware law? Similarly, would a joint venture be considered a joint-stock association if the agreement creating the joint venture provided that all the investors would receive shares and that the joint venture is not a partnership?
Curtis W. Huff, Choice of State of Incorporation -- Texas Versus Delaware: Is It Now Time to Rethink Traditional Notions?, 31 Bull. Bus. L. Sec. St. B. Tex. 9, 37 (DEC 1994).
Make of it what you will.