the converse of this is not true, that is, a foreign corporation10 doing business in this state "can not become a voluntary insolvent, inasmuch as the petition must be filed in the county where the petitioner resides. This privilege of becoming a voluntary insolvent can be availed of only by residents of the state, whether natural or artificial persons." In this case, although doing all of its business in this state, the foreign corporation had not designated any agent upon whom process might be served, nor had it complied with the law in regard to filing a copy of its Articles of Incorporation with the secretary of state, and therefore had not submitted itself, so to speak, to the jurisdiction of the courts of this state. (Still, as we have seen, the law does not prohibit foreign corporations which have not complied with this law, doing business in this state). In any event, this privilege is doubtless of little practical value to a foreign corporation.

Although a building and loan association may be actually insolvent its property is liable to attachment on suits to collect debts due from it until the commencement of an action by the attorney-general to enjoin it from doing business.12

Where creditors of a corporation fraudulently misappropriated funds of a corporation to the extent of making the corporation bankrupt, it was said the remedy of another creditor was not a suit for damages but a creditor's bill against them and the corporation 10 Keystone Driller Co. v. Superior Court, 138 Cal. 738, 744, 72 Pac. 398. See discussion of this doctrine under Civil Code, section 406, and doubt of its soundness when considered with reference to the federal constitution.

11 American etc. Wireless Tel. Co. v. Superior Court, 153 Cal. 533, 536, 126 Am. St. Rep. 125, 17 L. R. A. (N. S.) 1117, 96 Pac. 15.

12 Bories v. Union Building & Loan Assn., 141 Cal. 74 and 79, 74 Pac. 552, 554.

to compel them to account for the funds and to have them properly distributed.13

The claim of a domestic creditor of an insolvent foreign corporation to the funds of the corporation in this state, attached by him, is superior to that of a receiver of the corporation appointed in the state of its creation, and this without regard to the validity of the appointment of such receiver; no rule of comity or of law requires the recognition of the right of the receiver in such a case," nor will any ancillary receiver be appointed in this state to take charge of the funds of the corporation in this state for that would accomplish the same purpose.15

The assignee of an insolvent corporation succeeds to all the rights of the insolvent to sue for and collect subscriptions to its stock.16 The liability of a receiver for damages, whether occasioned prior or subsequent to his appointment, should be determined by the court appointing the receiver, although it is proper for the court to permit or direct the prosecution of a suit at law for that purpose.17

13 Reed v. Goldstein, 53 Cal. 296.

14 Lackmann v. Supreme Council etc., 142 Cal. 22, 29, 75 Pac. 583, and cases cited.

15 Clark v. Supreme Council etc., 146 Cal. 598, 80 Pac. 931.

16 Kohler v. Agassiz, 99 Cal. 9, 17, 33 Pac. 741.

17 Pacific Ry. Co. v. Wade, 91 Cal. 449, 25 Am. St. Rep. 201, 13 L. R. A. 754, 27 Pac. 768.

CHAPTER XXVI

CHANGE OF NAMES

As we have already seen, under section 362 of the Civil Code, it is forbidden to change the name of a corporation by an amendment to its Articles of Incorporation; and that section 300a of the Civil Code requires1 a certified copy of the decree changing the name to be filed in the office of the county clerk of each county where the original articles, or certified copies thereof, are required to be filed.

The only method of a corporation changing its name is contained in sections 1275 to 1279 of the Code of Civil Procedure, which sections are devoted almost entirely to the changing of the names of natural persons. They are as follows:

§ 1275. Applications for change of names must be heard and determined by the superior courts. (Amended April 23, 1880; amendts. 1880, p. 117.)

§ 1276. All applications for change of names must be made to the superior court of the county where the person whose name is proposed to be changed resides, by petition, signed by such person; and if such person is under twenty-one years of age, if a male, and under the age of eighteen years of age, if a female, by one of the parents, if living, or if both be dead, then by the guardian; and if there be no guardian, then by some near relative or friend. The petition must specify the place of birth and residence of such person, his or her present name, the name proposed, and the reason for such change of name; and must, if the father of such person be not living, name, as far as known to the

1 See these sections, and Amendment of Articles, ante, for comparison with the laws of other states.

Cal. Corp.-35

petitioner, the near relatives of such person, and their place of residence. Any religious, benevolent, literary, scientific, or other corporation, or any corporation bearing or having for its name, or using or being known by the name of any benevolent or charitable order or society, may, by petition, apply to the superior court of the county in which its Articles of Incorporation were originally filed, or in which the property of such incorporation is situated, for a change of its corporate name. Such petition must be signed by a majority of the directors or trustees of the corporation, and must specify the date of the formation of the corporation, its present name, the name proposed, and the reason for such change of name. Upon filing such petition on behalf of such corporation, the same proceedings shall be had as upon applications for changes of names of natural persons, and no banking corporation hereafter organized shall adopt or use the name of any friendly association. (Amended March 12, 1885; Stats. 1885, p. 112. 123 Cal. 526, 530.)

§ 1277. Upon the filing of the said petition the court shall thereupon make an order reciting the filing of the application, the name of the person or corporation by whom it is filed and the name proposed, and directing all persons interested in said matter to appear before the court, at a time and place specified, not less than four or more than eight weeks from the time of making such order, to show cause why the application for change of name should not be granted. A copy of the order to show cause must be published for four successive weeks in some newspaper of general circulation to be designated in the order, printed in the county, if a newspaper be printed therein, or, if no newspaper be printed in the county, a copy of such order to show cause shall be posted by the clerk of the court in three of the most public places in the county in which the court is held, for a like period. Proof must be made to the satisfaction of the court, of such publication, or posting, at the time of the hearing of the application.

1

(Amended March 3, 1905; Stats. 1905, p. 40. 123 Cal. 526).

§ 1278. Such application must be heard at such time as the court may appoint, and objections may be filed by any person who can, in such objections, show to the court good reason against such change of name. On the hearing, the court may examine on oath any of the petitioners, remonstrants, or other persons, touching the application, and may make an order changing the name, or dismissing the application, as to the court may seem right and proper.

CORPORATIONS..

Provided, that if the applicant for a change of name be a corporation, such applicant shall file in court at the time of hearing the application, the certificate of the secretary of state that the name desired to be used by the applicant is not the corporate name of any corporation existing at said time, and that said name does not so closely resemble the name of any such existing corporation as will tend to deceive; provided, further, that if the applicant for a change of name be a banking corporation, such applicant shall file in court at the time of hearing the application, the certificate of the superintendent of banks that the name desired to be used by the applicant does not resemble so closely as to be likely to cause confusion, the name of any other bank previously formed under the laws of this state. (Stats. 1915, p. 108.)

§ 1279. A certified copy of the decree of the court, changing the name of a person or corporation, shall within thirty days from the date of such decree, be filed in the office of the secretary of state. (Amended March 18, 1907; Stats. 1907, p. 345.)

Only two corporation cases have reached our supreme court involving these sections. In one case2 it

2 In the Matter of La Societe Francaise etc., 123 Cal. 525, 56 Pac. 458,