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1915. It is too long to be inserted here, and the statute itself is referred to for details.

RAILROAD COMPANIES

Sections 291, 293, 294, and 295 of the Civil Code pertain to railroad, wagon road, and telegraph companies and not being of general interest reference only to the sections is made.

SUBSCRIBING AND ACKNOWLEDGING ARTICLES

Section 292 of the Civil Code provides that

The Articles of Incorporation must be subscribed by three or more persons, a majority of whom must be residents of this state, and acknowledged by each before some officer authorized to take and certify acknowledgments or conveyances of real property.

The signature of each person named in said Articles of Incorporation as directors of such corporation shall be affixed to said Articles of Incorporation and acknowledged by each before some officer authorized to take and certify acknowledgments of conveyances of real property. (Stats. 1911, p. 1112.)

This amendment of 1911 (the second clause above) requires all persons who are named as directors for the first year to sign and acknowledge the Articles, which had not been necessary theretofore. The decisions cited below were rendered under the law as it formerly stood, which fact should not be lost sight of when considering them.

Where. Articles were signed by a sufficient number of persons but acknowledged by less than the sufficient number, the Articles are fatally defective as against the state in quo warranto proceedings to dissolve the corporation; a proper acknowledgment is a condition

precedent to a de jure organization,5° although as to all other persons the organization would be a de facto corporation.

In two later cases involving the organization of corporations for social purposes, it was held that this section of the code applied also to the organization of such corporations, and the failure of the necessary number to acknowledge the Articles was fatal to the validity of the incorporation.51 The first case cited was in quo warranto by the state, but the second was between private parties claiming to be interested in the affairs of the pretended corporation, the court holding that it was not a de jure corporation, because the Articles. were not acknowledged by the required number of persons, and that it was not a de facto corporation for other reasons, and therefore a deed of property to it passed no title, and that no trust arose in favor of the persons composing the pretended corporation.

In a case where a corporation was amending its Articles, the officer's certificate of amendment omitted a copy of the acknowledgment of the original Articles; the omission was held immaterial on the ground that the acknowledgment is no part of the Articles.52 But the latter statement, that the acknowledgment is no part of the Articles was not necessary to a decision of the case, and is not in harmony with the two cases cited above, which hold that unless acknowledged they are not legal Articles and do not make a corporation a de jure corporation. The record in this case shows

50 People v. Montecito etc. Co., 97 Cal. 276, 33 Am. St. Rep. 172, 32 Pac. 236.

51 People v. Golden Gate Lodge, 128 Cal. 257, 263, 60 Pac. 865; Wall v. Mines, 130 Cal. 27-40, 62 Pac. 386.

52 California Telephone etc. Co. v. Jordan, 19 Cal. App. 536, 540, 126 Pac. 598.

Cal. Corp.-4

that neither were the original Articles, without the acknowledgment, contained (as might be inferred from some expressions in the opinion) in the official certificate of the amendment Articles. There is no statutory requirement, or reason, requiring the original Articles to be set out in the amendment; the amendment should set out the entire Articles as amended.

FILING THE ARTICLES; NAME; EVIDENCE, ETC. Section 296 of the Civil Code reads as follows:

§ 296. Upon filing the Articles of Incorporation in the office of the county clerk of the county in which the principal business of the company is to be transacted, and a copy thereof certified by the county clerk with the secretary of state, and the affidavit mentioned in the last section where such affidavit is required, the secretary of state must issue to the corporation, over the great seal of the state, a certificate that a copy of the Articles containing the required statement of facts has been filed in his office.

And thereupon the persons signing the Articles and their associates and successors shall be a body politic and corporate by the name stated in the certificate, and for the term of fifty years, unless it is, in the Articles of Incorporation, otherwise stated, or in this code otherwise specially provided;

Provided, however, that the secretary of state shall not file any copy of the copy of any articles, or issue any certificate of incorporation to any corporation, which articles set forth the corporate name of any corporation heretofore organized in this state, or file any copy of any articles, or issue any certificate of incorporation to any corporation existing at the time of filing said articles, which articles set forth a name so closely resembling the name of such corporation as will tend to deceive.

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The secretary of state shall issue and file in his office a duplicate of the certificate hereinabove provided for and copies thereof, duly certified by the secretary of state, shall have the same force and effect in evidence as the original. (Stats. 1915, p. 1039.)

The amendment of 1915 changed this section only by adding the last sentence.

The affidavit referred to in the above section is applicable only to railroad, telegraph, and wagon road corporations, and has no application to ordinary corporations for profit.

The law requiring the Articles to be first filed with the county clerk of the county where the corporation proposes to have its principal place of business, and thereafter a copy with the secretary of state, seems to be a reversal of the proper order. If the secretary of state takes exception to the manner of their execution, or to their contents, as he may do, and a correction or new Articles have to be made, as frequently occurs, two or more sets of Articles will be recorded with the county clerk, causing possible uncertainty and confusion to those searching the records to ascertain facts which should be disclosed by the record. The reverse order would be simpler and better in every respect. If the corporation failed to file a copy of its Articles in the county clerk's office where it is to have its principal place of business, the same consequences could be made to follow, as now, when it changes its principal place of business, or purchases or holds property in some other county.

Also the county clerk should be required to record the Articles, and all amendments thereto, for by simply keeping them in file cases, as is now done, they are often misplaced, removed, or lost; these are the original papers and the most valuable of all.

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If the Articles are not filed with the secretary of state the associates never become a corporation, and when the Articles are not filed in the county where the principal place is fixed but in another county, the organization never becomes a corporation de jure,54 and if an amendment to Articles is not filed with the secretary of state it is a nullity.5

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Where the Articles were actually delivered to the county clerk, who was ex officio county recorder, who filed them in the recorder's office, who as recorder made a certified copy thereof which was filed with the secretary of state, who issued the usual certificate of incorporation, it was held that this was a substantial compliance with the law, and the organization of the corporation could not be collaterally attacked in a suit by the corporation to quiet title to some of its property.56

SIMILARITY OF NAMES

In regard to the prohibition of a corporation taking a name so like the name of a corporation already existing as will "tend to deceive," see Civil Code 289, ante, and cases there cited.

ARTICLES TO BE FILED IN OTHER COUNTIES

Section 299 of the Civil Code requires the Articles of domestic corporations (as also does section 362 of the Civil Code as to amendments to the Articles, and section 408 of the Civil Code as to originals and amend

53 People v. Golden Gate Lodge, 128 Cal. 257, 262, 60 Pac. 865 (dictum).

54 Martin v. Deetz, 102 Cal. 55, 64, 41 Am. St. Rep. 151, 36 Pac. 368. 55 Boca etc. Co. v. Sierra Valleys etc. Co., 2 Cal. App. 546, 554, 84 Pac. 298.

56 San Diego etc. Co. v. Frame, 137 Cal. 441, 70 Pac. 295; Bakersfield

etc. Ass'n v. Chester, 55 Cal. 98.

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