Ryland v. Hollinger

Citations

• 117 F. 216
• 1902 U.S. App. LEXIS 4427

Syllabus

<p>1. Corporations—Corporate Existence—Commencement.</p> <p>Rev. St. Mo. § 2492, provides that officers of a corporation shall file with the secretary of state a copy of the articles of association, that the corporate existence shall date from the time of such filing, and that a certified copy of a certificate of the secretary of state that the corporation. Is organized shall be filed in the office of the recorder of deeds of the county in which the corporation is organized. Held, that on a compliance with such requirements the corporate existence commenced.</p> <p>2. Same—Compliance with Statutes.</p> <p>The statutes relative to corporations require filing of a certified copy of the articles, establishment of an office, election of officers, and payment for stock. Rev. St. Mo. §¡§ 961, 1288, provide for the collection of stock subscriptions, and section 1024 gives a remedy where there is a failure to keep an office in the state. Held that, as to .such acts required to be done after the formation of the corporation, failure to perform them for a brief time could not affect the status of the corporation.</p> <p>3. Same—Termination of Existence.</p> <p>In respect to such acts the right of the corporation to continued existence can only be questioned, by the state in a direct proceeding.</p> <p>,4. Same—Liability of Stockholders.</p> <p>Neither stockholders nor promoters can be held liable, individually or as partners, on contracts made or liabilities incurred by an existing corporation.</p> <p>5. Same.</p> <p>In Missouri, if persons who sign articles for incorporation contract debts or incur liabilities in tbe name of tbe projected corporation, before all acts necessary to bring the corporation into existence have been performed, such persons may be held liable as partners.</p> <p>6. Same—Pleading—Complaint.</p> <p>In an action against the incorporators of a corporation to hold them liable as partners on a note transferred by it tbe complaint alleged that tbe note was