San Joaquin Land & Water Co. v. Beecher

Citations

• 101 Cal. 70
• 35 P. 349
• 1894 Cal. LEXIS 985

Syllabus

<p>Corporations—Subscription to Shares Before Organization—Action for Calls.—A subscription for shares of the capital stock of a corporation, subsequently to be formed, will sustain an action by the company, on its complete incorporation, against the subscribers to recover calls duly made upon the stock.</p> <p>Id.—Executory Contract—Effect of Organization—Acceptance by Corporation.—An agreement for the formation of a corporation and for the taking of a specified number of shares therein by each of the parties to the agreement, as to incorporating, is executory, but when the promoters meet and organize the corporation under the name, for the objects, and with the capital stock and the number of shares as specified in the agreement, and name the parties to the agreement, with the shares subscribed by each, in the articles of incorporation, as subscribers to the capital stock to the extent of the shares agreed to be by them respectively taken, it is an acceptance by the corporation of such parties as stockholders, and they are thereby and thenceforth bound as such.</p> <p>Id.—Validity of Corporations—Stockholders—Signature to Articles Not Executed.—It is not necessary to the validity of the corporation or to the subscribers who agreed to its formation becoming stockholders, that they should all sign the articles of incorporation.</p> <p>Id.—Issuance of Certificates Unnecessary.—To constitute the subscribers to an agreement for the formation of a corporation stockholders of the corporation it is not necessary'that the certificates of stock should have issued to them.</p> <p>Id.—Election of Directors—De Facto Officers—Levy of Assessment.—Where the board of directors of a corporation have been nominally elected, organized as a board of directors, and acted as such, their acts as de facto officers in levying an assessment upon the subscribed capital stock are valid.</p> <p>Id.—Assessment Upon Subscribed Stock—Statutory Form of Notice. When an assessment is properly levied