Beal v. Childress

Citations

• 92 Kan. 109
• 139 P. 1198
• 1914 Kan. LEXIS 177

Syllabus

<p>SYLLABUS BY THE COURT.</p> <p>Arizona Corporation — Insolvency — Failure to Comply with Foreign Corporation Statute — Liability of Individual Incorporators. Certain residents of Kansas procured an Arizona charter for a mining company, providing that the principal place of business in Arizona should be at Phoenix, and the principal office outside of Arizona should be at Galena, Kan., and that the company could have such other offices as the board of directors should establish. The laws of Arizona were complied with and the incorporators proceeded to hold a meeting at Galena, all being present, and elected themselves directors, choosing one president and another secretary and treasurer, and adopting a full set of by-laws. The stock was all subscribed and paid for in full, and the company entered upon and conducted a mining business, and the plaintiff while in its employ was injured, for which injury he brought suit and recovered judgment. Finding that the company had become insolvent, and ascertaining that the requirements of the Kansas statutes touching foreign corporations had not been complied with in any respect, he brought this action to hold the incorporators individually liable. Held, that the failure to observe the Kansas requirements did not avoid the corporation or justify a holding that the incorporators were fraudulently using the charter as a shield from personal liability.</p>