Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/432

 § 430.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. VII. 6. DISSOLUTION. Definition, § 428. Causes, §§ 429, 430. Power to dissolve. Decree of dissolu- tion, when necessary, §§ 431, 432. Surrender of franchises, §§ 433, 434. Effect of a dissolution, §§ 435-437. Definition. Causes. § 428. The dissolution of a corporation is that condition of law and fact which ends the capacity of the body corporate to act as such, and necessitates a final liqui- dation and extinguishment of all the legal relations subsisting in respect of the corporate enterprise. The causes and general effect J of a dissolution may be considered in order. § 429. It is obvious that many common law rules regarding the causes of the dissolution of the older sorts of cor- porations, municipal, eleemosynary, and ecclesiastical, have no application to stock corporations at the present day. Thus, the rule that a dissolution is caused by a death of all the members cannot apply to a stock corporation ; in which, if the shareholders die, their shares pass to other persons, either by bequest or under statutes of distributions.- Likewise are inap- plicable cases like that in Rolle's Abridgment, in which a cor- poration was said to be dissolved by the loss of an integral part ; as when in a corporation composed of brothers and sisters, all the latter die. 3 § 430. A stock corporation is dissolved by (1) forfeiture of its franchises ; (2) repeal of its charter or enabling act, 4 when debt owing by one of the constituent companies. Utica National Brewing Co., Matter of, 154 N. Y. 268. 1 The particular relations, arising on dissolution between the corpora- tion and the different classes of per- sons interested, and among the mem- bers of each class, are noticed in subsequent chapters. See §§ 610, 611, 664, 750, 751, 786. 2 Mathis v. Morgan, 72 Ga. 517; Boston Glass Mfg. v. Lnngdon, 24 Pick. 49, 52; Russell v. McLellan, 14 Pick. 63, 69; Belton, in re, 47 La. Ann. 1614. Compare Newton Mfg. Co. v. White, 42 Ga. 148; McGinty v. 412 Athol Reservoir Co., 155 Mass. 183. Though (semble) one person cannot organize a corporation, a corpora- tion is not dissolved by the fact that one person has purchased all the stock. Louisville Bkg. Co. v. Eisen- mann, 94 Ky. 83; Parker v. Hotel Co., 96 Tenn. 252. 3 1 Rolle, Abr. 514. Likely it would have been otherwise in this case, had the brothers possessed the capacity of electing further sisters. See Rose v. Turnpike Co., 3 Watts (Pa.), 46. 4 The repeal of the general enab- ling act, however, will not work a