Trustees etc. v. Thompson, 20 Ill. 197; People v. Wren, 5 II. 269. Cf. Smith v. Smith, 3 Desaus. 557; Ward v. Sea Ins. Co. 7 Paige, 294; People ▼. Twaddell, 18 Hun, 427. 2 Philips v. Wickham, 1 Paige, 590, 596; Boston etc. Manufactory v. Langdon, 24 Pick. 49; 35 Am. Dec. 292; Russell v. McLellan, 14 Pick. 63; Evarts v. Killingworth Manuf. Co. 20 Conn. 447; Hoboken etc. Assoc. v. Martin, 13 N. J. Eq. 427; Muscatine Turn Verein v. Funck, 18 Iowa, 469, 472. 3 Allen v. New Jersey Southern R. R. Co. 49 How. Pr. 14; People v. Twaddell, 18 Hun, 427; Reilley v. Oglebay, 25 W. Va. 36, 43; Nashville Bank v. Petway, 3 Humph. 522; Harris v. Mississippi Valley etc. R. R. Co. 51 Miss. 602; Boston Glass Manuf. Co. v. Langdon, 24 Pick. 49; 35 Am. Dec. 292; Russell v. McLellan, 14 Pick. 63; Evarts v. Killingworth Manuf. Co. 20 Conn. 447; Hoboken Building etc. Assoc. v. Martin, 13 N. J. Eq. 427; Commonwealth v. Cullen, 13 Penn. St. 133; 53 Am. Dec. 450; Rose v. Turnpike Co. 3 Watts, 46; Lehigh Bridge Co. v. Lehigh Coal Co. 4 Rawle, 8, 23; 26 Am. Dec. 111; Cahill v. Kalamazoo etc. Ins. Co. 2 Doug. (Mich.), 122, 140; 43 Am. Dec. 457; State v. Vincennes University, 5 Ind. 80. 4 People v. Twaddell, 18 Hun, 427; Reilly v. Oglebay, 25 W. Va. 36, 43. Cf. Smith v. Silver Valley Mining Co. 64 Md. 85; 54 Am. Rep. 760; S. C. 10 Am. & Eng. Corp. Cas. 5 Philips v. Wickham, 1 Paige, 590. Cf. Lea v. American etc. Canal Co. 3 Abb. Pr. N. S. 1. 6 Lawrence v. Greenwich etc. Ins. Co. 1 Paige, 587. 7 Brown v. Union Ins. Co. 3 La. An. 177, 182; Curry v. Woodward, 53 Ala. 375; Knowlton v. Ackley, 8 Cush. 93. See Bruce v. Platt, 80 N. Y. 379. 8 State v. Barron, 58 N. H. 370. See State v. Vincennes University, 5 Ind. 80. 9 Baptist Meoting House v. Webb, 66 Me. 398; Rollins v. Clay, 33 Me. 132. 10 Portland etc. Co. v. Portland, 12 Mon. B. 77. Cf. Polar Star Lodge v. Polar Star Lodge, 16 La. An. 53. user 2 § 575. The same subject, continued - Non- Death of members - Acquisition of all the stock by a single shareholder.-Ordinarily there is no presumption of surrender from nonuser of its franchises by a private corporation.1 Neither a voluntary cessation of all corporate business, nor an injunction restraining the corporation from exercising its powers, will have the effect of extinguishing its corporate existence.3 The death of all the members of a corporation having capital stock does not work its dissolution.* If every individual member should die at the same moment, the stock would be distributed according to the statute of distributions, or according to the wills of the individual members. "The legal representatives of the deceased members would have authority, by law, to manage the corporation, and no dissolution would in such case take place.' 775 A corporation is not dissolved by the fact that one person has acquired all of its stock. The person holding all the stock may still carry on the business under the corporate name, and may enjoy all the rights vested in the corporation by its charter. If he continues to use the corporate name, the fact of his being the sole owner of the property does not abate actions in law or equity brought against the company." 1 Slee v. Bloom, 5 Johns. Ch. 366; S. C. 19 Johns. 456; 10 Am. Dec. 273; Russell v. McLellan, 14 Pick. 63; Brandon Iron Co. v. Gleason, 24 Vt. 228; Enfield Toll Bridge Co. v. Connecticut River Co. 7 Conn. 28, 47. Cf. Pennsylvania etc. Canal Co. v. Commissioners of Portage Co. 27 Ohio St. 22. 2 Nimmons v. Dappan, 2 Sweeny, 652; Mickles v. Rochester City Bank, 11 Paige, 118; 42 Am. Dec. 103; Troy etc. R. R. Co. v. Kerr, 17 Barb. 581; Attorney-General v. Bank of Niagara, Hopk. Ch. 354; Rorke v. Thomas, 56 N. Y. 559, 563; Hollingshead v. Woodward, 35 Hun, 410; Allen v. New Jersey Southern R. R. Co. 49 How. Pr. 14; Kansas City Hotel Co. v. Sauer, 65 Mo. 279, 288; Chouteau Ins. Co. v. Floyd, 74 Mo. 286, 290; State National Bank v. Robidoux, 57 Mo. 446; Moseby v. Burrow, 52 Texas, 396; State v. Barron, 58 N H. 370; Harris v. Nesbit, 24 Ala. 398; Baptist Meeting House v. Webb, 66 Me. 398; Rollins v. Clay, 33 Me. 132. Cf. In re Jackson Marine Ins. Co. 4 Sand. Ch. 559; Conro v. Gray, 4 How. Pr. 166. See, also, N. Y. Rev. Stat. 463, 464, §§ 38, 56. 3 Kincaid v. Dwinelle, 59 N. Y. 548. See Sanborn v. Lefferts, 58 N. Y. 179. 4 Boston etc. Manuf. Co. v. Langdon, 24 Pick. 49, 52; 35 Am. Dec. 292; Russell v. McLellan, 14 Pick. 63, 69. Cf. Chesapeake etc. Canal Co. v. Baltimore etc. R. R. Co. 4 Gill & J. 1, 121. 5 Russell v. McLellan, 14 Pick. 63, 69. 6 Newton Manuf. Co. v. White, 42 Ga. 148; Swift v. Smith, 65 Md. 428; S. C. 57 Am. Rep. 336; England v. Dearborn, 141 Mass. 590; Hopkins v. Roseclare etc. Co. 72 Ill. 373; Button v. Hoffman, 61 Wis. 20; 50 Am. Rep. 131; Sharp v. Dawes, 46 Law J. Q. B. 104. 7 Newton Manuf. Co. v. White, 42 Ga. 159. - 576. The same subject, continued Loss of the whole corporate property.-The possession of property not being essential to corporate existence, a company may still exist as a corporation after all of its property has been disposed of. Accordingly a lease, sale or assignment of all the corporate property will not per se work a dissolution,' although such an act may lay the foundation for a proceeding to vacate the charter and dissolve the corporation. Neither is a corporation dissolved by the mere fact that it has become insolvent; nor by a decree of insolvency, and an injunction restraining the disposition of its property, nor by the appointment of a receiver and the sale of its property. Nor is there any implication of dissolution from a statute creating a new corporation out of the purchasers at the foreclosure sale. The shareholders may continue to elect directors, and the existence of the company continues "for more than one purpose, and certainly for the purpose of collecting and paying its debts.”9 For the corporation, notwithstanding the proceedings in insolvency, may have assets sufficient to pay all its debts, and then no impediment would exist, before a surrender pursuant to law, or a forfeiture ascertained and declared by a proper judicial proceeding, to its resuming business.10 Or if its capital is impaired or wholly gone, this seems to be no reason, before surrender or forfeiture, to prevent the members from furnishing new capital, and then proceeding to use the corporate powers." But a foreclosure sale of all the property and franchises of a corporation will terminate the entire interest of the shareholders therein.12 1 Troy etc. R. R. Co. v. Kerr, 17 Barb. 581; Kincaid v. Dwinelle, 59 N. Y. 548; Moseby v. Burrow, 52 Tex. 336; Rollins v. Clay, 53 Me. 132; Kansas City Hotel Co. v. Sauer, 65 Mo. 279; State v. Merchant, 37 Ohio St. 251; De Camp v. Aylward, 52 Ind. 408; Reichwald v. Commercial Hotel Co. 106 Ill. 439: Bruffet v. Great Western R. R. Co. 25 III. 353; New Jersey Zinc Co. v. New Jersey Franklinite Co. 13 N. J. Eq. 322; Russell v. McLellan, 14 Pick. 63; Sullivan v. Triunfo etc. Co. 39 Cal. 459; 2 Kent's Commentaries, 249. A sequestration of the property held not to amount to a dissolution: Mann v. Pentz, 3 N. Y. 415; Huguenot National Bank v Stud well, 6 Daly, 13, reversed on another point, 74 N. Y. 621. 2 Troy etc. R. R. Co. v. Kerr, 17 Barb. 581; Barclay v. Talman, 4 Edw. Ch. 123, 129; Kansas City Hotel Co. v. Sauer, 65 Mo 279; Rollins v. Clay, 33 Me. 132; De Camp v. Aylward, 52 Ind. 468; Richwald v. Commercial Hotel Co. 106 Ill. 439. 3 Barclay v. Talman, 4 Edw. Ch. 123, 129. 4 Moran v. Sydecker, 27 Hun, 582; Nimmons v. Tappan, 2 Sweeny, 652; New York etc. Works v. Smith, 4 Duer, 362; Germantown Passenger R'y Co. v. Fitler, 60 Pa. St. 124, 132; 100 Am. Dec. 546. 5 Second National Bank v. New York etc. Manufacturing Co. 11 Fed. Rep. 532; S. P. Coburn v. Boston etc. Manufacturing Co. 10 Gray, 243; Moseby v. Burrow, 52 Tex. 396. 6 National Bank v. Insurance Co. 104 U. S. 54; Second National Bank v. New York etc. Manuf. Co. 11 Fed. Rep. 532; Mann v. Pentz, 3 N. Y. 415; Bank of Bethel v. Pahquisque Bank, 14 Wall. 383; State v. Merchant, 37 Ohio St. 251. Cf. Osgood v. Maguire, 61 N. Y. 524, 528. 7 Wilmington etc. R. R. Co. v. Downward (1888), 4 R'y & Corp. Law J. 234. 8 State v. Merchant, 37 Ohio St. 251. 9 Smith v Gower, 2 Duval, 17. Acc. State v. Rives, 5 Ired. 297; Bruffett V. Great Western R. R. Co 25 Ill. 353. 10 Coburn v. Boston etc. Manuf. Co. 10 Gray, 245. 11 Coburn v. Boston etc. Manuf. Co. 10 Gray, 245. 12 Vatable v. New York etc. R. R. Co. 96 N. Y. 49: Thornton v. Wabash R'y Co 81 N. Y. 462, 467. Cf. Sullivan v. Portland etc. R. R. Co. 94 U. S. 806; Mickles v. Rochester City Bank, 11 Paige, 111, 127; 42 Am. Dec. 103; Cook on Stock and Stockh. § 633. § 577. Dissolution by expiration of charter.— The existence of ordinary business corporations is sometimes limited by charter to a terin of years, and if there be no saving clause, when the term expires, the corporation is ipso facto dissolved It is not necessary that there should be a judicial decree of dissolution.' It is provided by statute in New York that the existence of any railway company may be extended, by filing with the secretary of State a certificate of the consent of the holders of two thirds of the stock, signed by them and acknowledged before some officer authorized to take acknowledgments of deeds. A general statute limiting the duration of a corporate existence does not apply to corporations whose charters specify a different period of existence. In reckoning the duration of corporate existence, the word "until” in connection with a date is exclusive of the day named; and a corporation which is to exist until January 1st of a certain year, expires on December 31st of the year before. 1 Greely v Smith, 3 Story, 657; Sturges v. Vanderbilt, 73 N. Y. 384, 330; People v. Walker, 17 N. Y. 502; Bank of Galliopolis v. Trimble, 6 Mon B. 599; Ashville Division v. Aston, 92 N. C. 578; Bank of Mississippi v Wrenn, 11 Miss. 791; Eagle Chair Co. v. Kelsey, 23 Kan. 632, 635; Krutz v Paola Town Co. 20 Kan. 397. See Merrill v. Suffolk Bank, 31 Me. 57; 50 Am. Dec. 649. Cf. Taylor v. Earle, 8 Hun, 1; Frothingham v. Barney, 6 Hun, 366; McVicker v. Ross, 55 Barb. 247. 2 N. Y. Laws of 1866, ch. 397, § 5, as amended by N. Y. Laws of 1874, ch. 240. 3 Steadman v. Merchants' etc. Bank, 69 Tex. 50. § 578. Dissolution by surrender of charter.— Dissolution of the corporate existence may be effected by a voluntary surrender of the charter.' This is generally described as an inherent right, which would necessarily defeat any attempt by legislation to enforce upon a corporation qualities of perpetuity. But there is an exception to the rule with respect to corporations of a quasi-public character, such as railway companies, which owe certain duties to the public in return for the extraordinary privileges conferred upon them by the State. Companies occupying this position cannot relieve themselves of those duties by a dissolution and transfer of their franchises, without the consent of the State, although of course a railway will not be required to continue its business at a loss. When the further prosecution of business becomes unprofitable or impracticable, a corporation may be dis 4 |