Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/433

PART V.] DISSOLUTION. [§ 431. the power to repeal is reserved to the state ; (3) surrender of its franchises to the state; (4) compliance with whatever statute may exist authorizing a voluntary dissolution ; and (5) expira- tion of the time limited by the charter, or by the enabling act and articles of association for the continuance of the corpora- tion. 1 The first two of these causes of dissolution are con- sidered in the chapter on the relations between the corporation and the state. 2 Some states, for instance New York 3 and Massachusetts, have enacted statutes authorizing the voluntary dissolution of corporations; and when such a statute is complied with a judgment of dissolution may be obtained. 4 § 431. In an ordinary business corporation, where the rights of the public do not intervene, it is within the power of the bod}' corporate, by a vote of the majority of dissolve, shareholders, to discontinue the corporate business. 5 dissolution But, as will appear by reference to the cases and in- when nec " stances hereafter cited, such action in itself would not ordinarily effect a dissolution so as, for instance, to pre- vent the corporation from being sued. A decree of dissolu- dissolution of existing corporations, unless such an intention be clearly indicated in the repealing act. See §504. 1 Knights of Pythias v. Weller, 93 Va. 605. See Asherville Division v. Aston, 92 N. C. 578; Marysville Invest. Co. v. Munson, 44 Kan. 491; State v. Mitchell, 104 Tenn. 336. Where a statute provided that cor- porations formed under it should have succession for a period of twenty years, when no period was limited in their charters, and a cor- poration was formed with " perpet- ual succession," it was held only to mean unbroken continuity, and that the corporation ceased in twenty years. Scanlan v. Crawshaw, 5 Mo. App. 337. But in its natural signifi- cation, when not limited by the con- text, " perpetual succession" denotes indefinite duration, and the corpora- tion has the right to exist forever. Fairchild v. Masonic Hall Ass'n, 71 Mo. 526. Overruled (semble) States. Payne, 129 Mo. 468, where, in view of other parts of the statute, a grant of " perpetual succession " was held not to extend the statutory limit of ex- istence. State ex rel. v. Leseur, 141 Mo. 29. A corporation is dissolved upon the expiration of its charter; after that, it is not a de facto cor- poration, it cannot convey its prop- erty, and its deeds thereafter exe- cuted may be questioned collateral- ly. Bradley v. Reppell, 133 Mo. 545. 2 §§ 457 et seq., and §§ 496 et seq. See also § 664, for the rights of cred- itors. 3 N. Y. Code of Civil Procedure, §§ 2419 et seq. See Matter of Pyro- lusite Manganese Co., 29 Hun, 429. 4 For a construction of the New York statute, see Herring v. N. Y., etc., R. R. Co., 105 N. Y. 340. 5 Treadwell v. Salisbury Mfg. Co., 7 Gray, 393, 404. See §§ 610, 611. 413