CORPORATION-FORMATION-(Continued) When Articles destroyed by fire, copies may be filed (C. C. Failure to organize, elect officers, carry on business (see May be dissolved for, at suit of state, at instance of cred- Resumption of business a bar, 61. Incorporation can not be questioned collaterally, 61. For any purpose for which individuals may associate Limited to those set out (C. C. 354, 355), 17, 22, 72. Distinguished from powers, 17. See Articles of Incorporation. One corporation controlling another to its advantage, 267, Is a person, 622, 623. Exchanging stock for stock of another a crime (Pen. C. Organized before codes, 18, 346. Banking corporations having no capital, 646. Owning franchises in foreign country, 646. Consolidation usually can not be done, 132-135. Consolidation of mining companies (C. C. 587a), 681. Consolidation of railroads and street railroads, 133, 135, 140. Conveying all property to another, 140. CORPORATION-POWERS Judge Dillon's celebrated aphorism, 4. Strict construction, 7. No natural right (note), 11. Can not infringe on rights of individuals (Const., art. 12, sec. 8), 15. Distinguished from purposes, 17. Organized for any purpose lawful, 16, 17. CORPORATION-POWERS-(Continued) No powers not expressly granted, 17, 22, 72, 75, 93. Of succession, 72, 80. To sue and be sued, 72, 80. To seal, 72-80. To purchase and hold necessary property, 72. To appoint officers and agents. To make by-laws. To sell stock on installments. To sell stock on assessments. To make necessary contracts. No other powers except those necessary to exercise the statutory powers, 72, 73. Sundry decisions on subject, 72 et seq. Can not hold land in joint tenancy, 74. Whether "essential" usually for directors to deter- mine, 75. Sundry instances, 75, 76. Holding land, 76, 77, 84, 85, 86, 87, 210. Contracts same as of individuals, 77. Ratification and estoppel, 77. May assign choses in action, 78. May create debt in excess of capital, remedy against the directors, 78. May appoint sole agent with limitations, 78. May purchase franchises from individuals, 79. Can not ordinarily take under will (C. C. 1275), 86. As to real estate, 84-89. Holding stock in other corporations, see that subject, Ultra vires to buy its own stock, 90. Ultra vires, generally, 92. Banking by ordinary corporations prohibited (Const., Obscurity of decisions, 103 and note. Corporations to liquidate partnership, 441. Cal. Corp.-54 CORPORATION-POWERS-(Continued) Exchanging stock for another stock a crime (Pen. C. To repurchase its own stock, 444, 451. CORPORATIONS-GENERALLY Origin, 1. At first aggregate and political, 1. Definition (C. C. 283), 1, 15. In England first granted by the crown; now by parlia- ment only, 2. Powers, generally, 3. "Not simply convenient but indispensable," 4. Civil Code, sec. 296, 5. Early California definition, virtually a partnership, 5. Strict construction of powers, 7. The "Chater" decision, 8. See Public Corporations. CREDITOR As stockholder controlling corporation getting advantage, Being also stockholder-rights and liability, 392, 394. Holding security, still may enforce stockholder's liability, CREDITOR'S BILLS To enforce payment of subscriptions, 391, 393. To enforce director's liability, 417, 418. CRIMES See Frauds. See Directors and Officers. See Subscriptions for Stock. DEBTS Directors must not create beyond subscribed capital (C. C. Under public utilities act, rule inapplicable, 446. Directors liable for excess (C. C. 309), 433. Conflicting decisions, 447. DEBTS (Continued) No statute of limitation on such suit (C. C. 309), 433. None of the capital need be paid up; it is sufficient if sub- Such excessive debt is not void, 446, 448. Certificate for excessive debt may be filed with secretary of state, but bonds should not issue faster than sub- Consolidation of debts of several corporations (C. C. 359), DECEASED PERSONS Stock of voted by administrator (C. C. 313), 191. DECREASE OF STOCK See Stock, same sub-title. DE FACTO CORPORATIONS Existence can be assailed only by the state in quo war- Not de facto if organized under an unconstitutional law, 6. After sixteen years' existence is, 22. If acknowledged by less than three persons, 49. Existence can not be questioned collaterally (C. C. 358), Not even by state, if doing business ten years (C. C. Failure of directors named in Articles to meet or act, cor- Defective certificate, or abortive attempt at organization, In criminal cases existence proved by reputation, 65. Recognition by community a factor in proof of existence, 66. Receipt for money evidence of, between the parties, 66. Due organization may be inquired into, 68. A mere trespasser can not question existence, 66. DE FACTO CORPORATIONS (Continued) Nor one who has had benefit of contract, 66, 67. Existence of, can be assailed only by the attorney general DE FACTO DIRECTORS Status, or character, 211. Note to themselves void, but may have quantum meruit, Directors elected at irregular meeting are de facto direc- Trustees to liquidate in case of forfeiture under old and See Directors, for further instances and validity of acts. DE JURE EXISTENCE Slight defects in organization will not make proceedings If Articles not filed in county of residence, corporation If Articles are acknowledged by less than three persons, If Articles not filed in county of principal place of busi- Same if not filed with secretary of state, 52. Failure of directors named in Articles to meet or act, cor- DIRECTORS Any number not less than three (C. C. 290), 19, 30; (C. C. Residence of those for first year must be stated in Arti- Have full power to make contracts, 256. Successors of first not elected until annual meeting, 30. |