Murdock v. Lamb

Citations

• 92 Kan. 857
• 142 P. 961
• 1914 Kan. LEXIS 333

Syllabus

<p>SYLLABUS BY THE COURT.</p> <p>1. Corporation — Affidavit Showing Payment Per Cent of Capital Stock — Not a Condition Precedent to Corporate Existence. The statute requires that before a corporation for profit shall commence business it shall file with the secretary of state the affidavit of its president and secretary setting forth that not less than twenty per cent of its capital stock has been paid in actual cash or property equivalent to cash. (Gen. Stat. 1909, § 1709.) Held, this requirement is not a step in corporate organization or a condition precedent to corporate existence.</p> <p>2. Same — Failure to File Affidavit — Not a Personal Fault of the Organizers. Where the organizers of a corporation have procured and filed a charter, paid in the capital stock, elected officers, adopted by-laws, and in all respects completed corporate organization, failure to file the affidavit is a corporate delinquency and not a personal fault of the organizers.</p> <p>3. Same — No Affidavit Filed — Contracts of Corporation Valid —Organizers Not Liable as Partners. The statute having provided no penalty for its breach, contracts made by the corporation before the affidavit is filed are valid between the parties, the state alone can complain of the conduct of. the corporation in making the contracts, and the organizers of the corporation are not liable on such contracts as partners.</p>