Sec. 33. Creditors not to interfere with control of property. No creditors shall, by attachment or by any process or proceeding, interfere with the custody, control, or disposition of the property of the corporation by its directors acting as trustees for the winding up of the corporate affairs under the provisions of this act. But any creditor, pending such winding up, may apply to the superior court in the county in which the corporation is located, or to a judge thereof when such court is not actually in session, for the appointment of a receiver of such property on the ground of fraud, mismanagement, or incompetency of such trustees, and such court or judge, upon finding that such trustees are incompetent or have been guilty of fraud or mismanagement in the discharge of their duties, shall appoint such receiver and the powers of such trustees shall thereupon terminate. But nothing herein contained shall prevent any person from establishing any claim against such corporation by an action at law, or shall prevent the foreclosure of any lien or mortgage existing at the time of such vote or assent to dissolve.

Sec. 34. Certificates concerning dissolution. Whenever the stockholders shall by vote or written assent agree to the dissolution of a corporation, a majority of the directors shall make, sign, and swear to and file in the office of the

secretary of the state a certificate that such stockholders' vote has been duly passed or such assent duly given, and stating the address to which all claims against such corporation may be sent, and such secretary shall thereupon record such certificate in a book kept by him for that purpose. When the directors have completed their duties as trustees as aforesaid, a majority of them shall make, sign, and swear to and file in the office of the secretary of the state a further certificate stating that the directors have completed their duties in winding up the affairs of such corporation and have sold or collected all of its assets and distributed the same, stating the manner of such distribution. The secretary shall examine the same, and, if he finds that it conforms to law, shall indorse thereon the word "Approved," with his name and official title, and shall thereupon record such certificate in a book kept by him for that purpose. When such certificate has been approved by the secretary, the existence of such corporation shall terminate.

NOTES..

Special Provision Relating to Dissolution of Old Corporation, Public Acts of 1905, Chap. 121.

"SECTION 1. In all cases where any corporation, organized prior to August 1, 1901, had, before that date, voted to discontinue its business and distribute its capital stock among its stockholders, in accordance with the provisions of section 1943 of the general

statutes, revision of 1888, and has heretofore applied to and obtained from the superior court in the county in which it is located, or a judge of said court in vacation, an order limiting a time not less than two months from the date of such order for the creditors of such corporation to present their claims against it to its directors, as in said statute provided, the directors of such corporation, or a majority of them, may make, sign and swear to, and file in the office of the secretary of the state a certificate stating that the directors have completed their duties in winding up the affairs of such corporation, have sold and collected all its assets, paid and satisfied all claims presented to them against said corporation, and distributed the assets remaining in their hands to and among the parties entitled to the same. The secretary of the state shall examine said certificate, and if he finds that it conforms to the provisions of this act shall indorse thereon the word 'Approved' with his name and official title, and shall thereupon record such certificate in a book kept by him for that purpose. When such certificate has been approved by the secretary of the state the existence of such corporation shall terminate.

"SEC. 2. This act shall take effect from its passage."

Sec. 35. Certificate when corporate existence ends by limitation. When the existence of a corporation terminates by limitation, a majority of the directors shall make, sign, and swear to and file in the office of the secretary of the state a certificate setting forth the facts as to such termination and stating the manner in which its affairs are to be wound up and the name and address of the person to whom claims may be

presented by creditors of such corporation. The secretary shall thereupon record the same in a book kept by him for that purpose.

Sec. 36. Corporate existence to be continued for

certain purposes. All corporations, whether they expire by their own limitation or are dissolved by voluntary action, by decree of court, or by act of the general assembly, shall continue so far as may be necessary to enable them to prosecute and defend suits by or against them, to close up their affairs, dispose of their property, and distribute their assets.

NOTES.

A court of equity, at the suit of creditors of an insolvent corporation whose existence is continued by statute for the purpose of collecting its debts and closing up its affairs, may by its decree direct an assessment for the benefit of creditors, which will bind stockholders not individually parties to the suit. Glenn vs. Liggett, 135 U. S. 533.

Though decrees of court have annulled the charter of a corporation and discharged the receiver, it is still within the power of the courts to revive it and thereby enable it to sue upon an obligation due and payable to it. Parsons vs. Utica Cement Mfg. Co., 82 Conn. 333.

Sec. 37. Annual Reports. The president and treasurer of every corporation having capital stock, except banks, trust companies, insurance and surety companies, railroad or street rail

way companies, express companies, building and loan associations, and investment companies, shall, annually, on or before the fifteenth day of February or August, make, sign, and swear to and file in the office of the secretary of the state a certificate setting forth as of the first day of January or July immediately preceding: (1) The name, residence, and post office address of each of its officers and directors: (2) The amount of its outstanding capital stock which has not been paid for in full, with the amount due thereon: (3) The location of its principal office in this state, with the street and number, if any there be, and the name of the agent or person in charge thereof upon whom process against the corporation may be served. The secretary shall thereupon record such certificate in a book kept by him for that purpose, and shall furnish a certified copy of such certificate to the persons filing the same, who shall forthwith cause such certified copy to be recorded in the office of the town clerk of the town in which such corporation is located, and said town clerk shall record the same in a book kept by him for that purpose. On the fifteenth day of March and September the town clerks of the several towns shall report to the secretary of the state the names of all corporations whose annual returns have been filed for record during the preceding six months, in accordance with the provisions of this section, and the sec