Kimbrough v. Davies

Citations

• 104 Miss. 722
• 61 So. 697

Syllabus

<p>1. Corporations. Dissolution. Stockholders’ liability. Code 1906, section 923. Capital. Withdrawal. Payment of debts. Appeal and error. Review.</p> <p>Code 1906, section 923, providing that no part of the capital stock of a corporation shall be withdrawn, when the company is insolvent or would be rendered insolvent by such withdrawal, etc., does not contain the full measure of the liability of a stockholder upon the withdrawal by him of a portion of the capital'stock of the corporation.</p> <p>2. Same.</p> <p>The capital stock of a corporation is a fund set apart, among other purposes, for that of paying the debt of the corporation and cannot be withdrawn by the stockholders until all the debts then owing by the corporation have been paid.</p> <p>3. Corporations. Withdrawal of capital. Stockholder’s liability.</p> <p>The liability of a stockholder for capital withdrawn to the creditors of the corporation is independent of the other stockholders and he can be sued in a separate action without joining the other stockholders.</p> <p>4. Appeal and Error. Questions not raised at trial. Review.</p> <p>Where to a bill by a creditor to recover of a stockholder capital withdrawn by him from a corporation, the failure to join all the creditors in the hill is made for the first time in the supreme court on appeal and it does not appear from the pleadings that there were any other creditors than the plaintiff, the question will not he reviewed in that court.</p>