Ragland v. Doolittle

Citations

• 100 Miss. 498
• 56 So. 445

Syllabus

<p>1. Corporations. Organization. Code of 1906, section 930. Filing report. Evidence. Partnership.</p> <p>Under the Code of 1906, section 930, so providing, the charter of a corporation where the incorporators fail to file a report of the organization with the secretary of state within thirty days after organization, is void, and the persons doing business under such void charter are partners and liable as such. A mere attempt to comply with the requirements of the statute is not sufficient, but the incorporators must see that the report is received by the secretary of state as required by the statute.</p> <p>2. Same.</p> <p>Under this statute the organizers are liable as partners where the only rqport filed shows on its face that such incorporators had organized and had been doing business several months before it was made.</p> <p>3. Corporations. Organization. Filing report. Proof.</p> <p>The certificate of the secretary of state as to the time of filing of the report, and that no other report had been filed, is competent evidence to prove a non-compliance with the statute.</p> <p>4. Corporations. Partnership. Estoppel. Code of 1906,. section _9Z0.</p> <p>When the charter of a corporation is void on account of failure to comply with Code of 1906, section 930, creditors who have dealt with such incorporators as a corporation are not estopped from asserting their liability as partners, as to so hold would nullify the statute.</p>