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III.-continued.

e. Powers of trustees, 1463.

f. Duties of trustees, 1465.

g. Procedural capacity of corporation, 1465.

71. Missouri (continued). Provision applicable to insurance companies, 1466.

§ 72. Montana. General provision relating to directors as trustees: a. Contents, 1466.

b. Effect, generally, 1466.

c. Devolution of property rights, 1466.

§ 73. Nebraska. Provision relating to directors as trustees and continued procedural capacity:

a. Contents, 1467.

b. Duties of trustees, 1468.

c. Trustees as parties to actions, 1468.

874. Nebraska (continued). Provision preventing the abatement of pending actions:

a. Contents, 1469.

b. Effect, generally, 1470.

§ 75. Nevada. Provision prolonging the existence of corporations: a. Contents, 1470.

b. Effect, generally, 1470.

§ 76. New Hampshire.

porations:

Provision prolonging the existence of cor

a. Contents, 1471.

b. Effect, generally, 1471.

877. New Jersey. Provision designating directors as trustees:

a. Contents, 1472.

b. Scope, 1472.

c. Liability of trustees, 1472.

d. Proper parties in suits involving liability of trustees, 1473. 878. New Jersey (continued). Provision prolonging corporate exist

ence:

a. Contents, 1473.

b. Scope, 1473.

c. Corporate powers during prolonged period of existence, generally, 1474.

d. Procedural capacity of corporation, 1474.

e. Corporations as parties to actions, 1476.

79. New York. Provision designating directors as trustees:

a. Contents, 1477.

b. Scope, 1477.

c. Devolution of property rights, 1478.

d. Liability of trustees in regard to corporate property, 1481.

e. Fiduciary obligations of trustee, 1485.

f. Trustees as parties to actions, 1485.

g. Distribution of assets, 1492.

80. New York (continued). Provisions prolonging procedural

capacity of corporations:

a. General provisions, 1492.

b. Provisions preserving "remedies against corporations,"

1494.

c. Provisions in statutes regarding the consolidation of companies, 1495.

881. New York (continued). Provision prolonging the existence of voluntarily dissolved corporations:

a. Contents, 1496.

b. Claims enforceable against the corporation, 1496.

III. continued.

c. Corporation as a party to actions, 1497.

§ 82. North Carolina. Provision designating directors as trustees: a. Contents, 1498.

b. Powers of directors, 1498.

§ 83. North Carolina (continued). Provision prolonging corporate existence:

a. Contents, 1499.

b. Scope, 1500.

c. Effect, generally, 1500.

d. Enforcement of corporate claims, 1501.

e. Enforcement of corporate liabilities during prolonged period, 1501.

f.

after termination of prolonged period, 1501. § 84. North Carolina (continued). Provision preventing the extinction of debts and abatement of actions, 1502.

§ 85. North Dakota. Provision designating directors as trustees: a. Contents, 1502.

b. Effect, generally, 1502.

c. Inapplicable to foreign corporations, 1503.

§ 86. Ohio. Provision designating directors as trustees:

a. Contents, 1503.

b. Corporation as a party to actions, 1503.

87. Ohio (continued). Provision preventing the abatement of pend

ing actions:

a. Contents, 1504.

b. Effect, generally, 1504.

c. Corporation as party to action, 1506.

d. Inapplicability in other states, 1506.

§ 88. Oklahoma. Provision designating directors as trustees, 1506. 889. Oregon. Provision prolonging corporate existence:

a. Contents, 1506.

b. Effect, generally, 1506.

c. Procedural capacity of corporation during prolonged period, 1507.

d. Consequences of termination of prolonged period, 1507.

§ 90. Pennsylvania. Provision vesting corporate property in officers as trustees, 1509.

§ 91. Pennsylvania (continued). Provision relating to appointment of trustee by a court:

a. Contents, 1509.

b. Powers of trustees, 1509.

c. Enforceability in other states, 1509.

§ 92. Pennsylvania (continued). Provision prolonging existence of certain classes of corporations, 1509.

a. Scope, 1510.

b. Effect, generally, 1510.

c. Corporate powers during prolonged period of existence,

1511.

d. Duties of corporate officers with regard to assets, 1511.

e. Procedural rights of creditors, 1512.

93. Pennsylvania (continued). Provisions legalizing exercise of powers by certain classes of expired corporations:

a. Contents, 1512.

b. Constitutionality, 1512.

c. Effect, generally, 1513.

d. Duties of officers with respect to distribution of assets,

1513.

III.-continued.

§ 94. Rhode Island. Provision prolonging corporate existence:

a. Contents, 1513.

III.-continued.

b. Corporate powers, extent of, during prolonged period of
existence, 1525.

c. Statute of Limitations not affected by provision, 1526.
d. Procedural capacity of corporation during prolonged pe-
riod of existence, 1526.

§ 106a. Virginia (continued). Provision preventing abatement of
pending actions, 1527.

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107. Washington. General provisions concerning trustees of dis

solved corporations:

a. Contents, 1527.

b. Scope, 1527.

108. Washington (continued). Provision concerning trustees of corporations dissolved for nonpayment of license taxes:

a. Contents, 1528.

b. Effect, generally, 1528.

c. Procedural capacity of trustees, 1529.

d. Powers reserved to stockholders, 1529.

109. West Virginia. Provision prolonging corporate powers:
a. Contents, 1529.

b. Scope, 1530.

c. Effect as regards common-law rules, 1530.
d. Liability of corporation for torts, 1530.

e. Procedural capacity of corporation, 1532.

§ 110. Wisconsin. Provision prolonging corporate existence:
a. Contents, 1534.

b. Scope, 1534.

c. Liability of directors, 1535.

d. Effect of termination of prolonged period, 1536.

§ 111. Wyoming.

Provision designating directors as trustees, 1536. § 112. Wyoming (continued). Provision prolonging procedural ca

pacity, 1537.

IV. Summary statement of the effect of statutes modifying common-law doc

trines, 1537.

§ 113. Statutes designating the directors of a dissolved corporation

as its trustees:

a. Constitutionality, 1537.

b. Scope, 1537.

c. Effect, generally, 1538.

d. Effect with regard to common-law rules, 1538.

e. Continuance of contractual liabilities of corporation, 1540.

f. Devolution of property of corporation, 1540.

g. Administrative powers of trustees, 1540.

h. Duties and liabilities of trustees, 1542.

i. Procedural functions of trustees, 1543.

j. Distribution of corporate assets, 1544.

k. Appointment of receivers in place of statutory trustees,

1544.

§ 114. Statutes providing for the judicial appointment of trustees on the application of stockholders or creditors, 1544.

§ 115. Statutes vesting the property of dissolved corporations in the

state as trustee, 1544.

§ 116. Statutes prolonging existence of dissolved corporations, 1544.

a. Constitutionality, 1544.

b. Scope, 1546.

c. Effect, generally, 1547.

d. Effect as regards common-law rules, 1547.

e. Powers of corporation during period of prolonged exist

ence; generally, 1547.

IV.-continued.

f. Liabilities of corporation, 1548.

g. Preference of creditors in distribution of assets, 1548. h. Liability of corporate officers, 1548.

i. Procedural capacity of corporation during prolonged period, 1548.

j. Procedural rights of creditors, 1549.

k. Effect of expiration of prolonged period, generally, 1550. 1. Effect as regards procedural capacity, 1550.

m. Applicability of statutes as respects foreign corporations, 1550.

n. Appointment of receiver, 1550.

§ 117. Provisions legalizing exercise of powers by certain classes of
expired corporations, 1551.

§ 118. Provisions prolonging the power to sue and be sued, 1551.
§ 119. Statutes providing that the dissolution of a corporation shall
not impair any remedy against it, 1552.

§ 120. Provisions preserving remedies against corporations and their
stockholders, 1552.

§ 121. Provisions relating to the disposition of corporate assets, 1552. V. Operation of provisions with respect to various situations not discussed in the preceding divisions:

§ 122. Effect considered with reference to the personal liability of stockholders and directors:

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§ 124. Bankruptcy of corporation before forfeiture of its charter, 1556.

§ 125. Enforceability of provisions in a state other than that in which they were enacted, 1557.

§ 126. Applicability of provisions to foreign corporations, 1564.

VI. Effect of English, Canadian, and Australian statutes modifying commonlaw doctrines:

§ 127. English statutes, 1565.

§ 128. Canadian statutes, 1568.

§ 129. Australian and New Zealand statutes, 1569.

In this monograph it is proposed to review the authorities which deal with (1) the consequences which, under common-law doctrines, are produced with respect to the powers of a private corporation by the expiration or forfeiture of its charter, and (2) the extent to which those consequences have been modified by statutory provisions of various descriptions.

Cases involving a voluntary dissolution are not cited, except for the purpose of illustrating the state of the law with regard to some question of particular importance.

The incidents of the situation which results from a corporation continuing to carry on its business after the legal

1 The decisions are reviewed in Thomp. Corp. 2d ed. §§ 225 et seq.;

47 A.L.R.-82.

termination of its existence are also regarded as being outside the scope of the monograph. For information concerning the subjects of de facto corporations and of estoppel against denying corporate existence, the reader is referred to general treatises on the law of corporations.

1

I. Introductory.

$ 1. Dissolution resulting from expiration of charter.

One of the classes of cases discussed in this monograph is illustrative of the doctrine that, apart from the operation of a modifying statute, a corporation becomes absolutely dissolved and defunct, without any judicial pronouncement to that effect, when the Cook, Corp. 2d ed. §§ 80 et seq.

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