Martin v. Deetz

Citations

• 102 Cal. 55
• 36 P. 368
• 1894 Cal. LEXIS 600

Syllabus

<p>Corporations—Organization—Filing of Articles in Wrong County.— Where an intended corporation did not file its articles in the clerk’s office of the county in which the principal place' of business of the company was - to be transacted, but filed it in the clerk’s office of another county, the fact that a copy of the certificate of incorporation, signed by the secretary of state, was filed with the county clerk of the county in which the business of the corporation was to be carried on, is not sufficient to make the intended corporation a corporation de jure.</p> <p>Id.—Conditions Precedent to Incorporation.—A corporation de jure is an artificial body created by operation of law upon the execution, filing, and certification of certain written instruments by persons desirous of incorporating, and certain public officers, in accordance with the provisions of general laws; and while a substantial compliance with the statutory conditions precedent to the incorporation is sufficient, yet no necessary prerequisite can be omitted, and the filing of the articles of incorporation in the office of the county clerk of the county in which the principal place of business of the company is to be transacted, and the sending of a certified copy thereof, made by said clerk, to the secretary of state, are conditions precedent to the corporation.</p> <p>Id.—Corporation De Facto.—A corporation de facto exists where a number of persons have organized and acted as a corporation; and where the directors named in the articles never met nor acted, and no stock is issued, nor by-laws passed, nor seal adopted, nor any election held, nor any other corporate act done by an intended corporation, it is not a corporation de facto, and its right to exist as a corporation may be collaterally attacked in a private action.</p> <p>Id.—Pleading—Issuable Avermf.nt.—An averment of the existence of á de facto corporation is as issuable as an averment of the existence of a corporation de jure.</p> <p>Id.—