directors or other officers having the management of the concerns of any private corporation organized under the laws of this state, or a majority of the stockholders of such corporation shall discover that the stock, property and effects of such corporation have been so far reduced by losses or otherwise that it will not be able to pay all just demands against the same or to afford security to those who may deal with such corporation; or whenever the stockholders holding at least two-thirds in value of all the shares of stock in said corporation shall adopt a resolution favoring a dissolution of such corporation, whether said corporation be indebted or not, or whether its stock has depreciated below par value or not, such corporation may be dissolved by a judgment or decree of the circuit court of the county in which its principal office for the transaction of its business is located, and if such office is situated in the city of St. Louis, such judgment of dissolution may be rendered by either of the circuit courts of eighth judicial circuit. And whenever, by unanimous vote of all the shareholders, a resolution shall be adopted favoring the dissolution of said corporation, after the payment of all debts, claims or bills, then said corporation may be dissolved by filing an affidavit of dissolution with the secretary of state, setting forth the above facts, and when said affidavit of dissolution is filed it shall be taken as prima facie evidence of such voluntary dissolution. (R. S. 1909, § 2996, Amended Laws 1919, p. 235.)

This section does not authorize stockholders to dissolve corporation, but merely to adopt a resolution favoring dissolution, upon which dissolution may be accomplished by judgment or decree of circuit court, application for which must be made by petition, and notice given to all persons interested in corporation by summons. Luehrmann v. Trust Co., 192 S. W. 1026.

Sec. 9757. Application for dissolution, how made-petition shall contain what.-Application for such dissolution shall be made by a petition, verified by the president and secretary or by a majority of the directors, setting forth a clear and consice statement of the reasons which induce the stockholders to desire a dissolution of the corporation. Among other things, said petition shall contain a full and true inventory of all the estate, both real and personal, in law and in equity, of such corporation, and of all the books, vouchers and securities relating thereto; also a full and true account of the capital stock of such corporation, specifying the names of the stockholders, their residence, if known, the number of shares belonging to each, the amount paid in upon such shares respectively and the amount, if any, due thereon; also all incumbrances on the property of such corporation by judgment, mortgage, pledge or otherwise, a list of all the creditors of said corporation and of all engagements entered into by said corporation, not fully satisfied or cancelled. (R. S. 1909, § 2997.) Sec. 9758. Interested persons, appearance and summons! of general notice to be published-continuance. Upon the, filing of such petition an order shall be made by the court, if filed in term time, or by the clerk, if filed in vacation, requiring all persons interested in such corporation to show cause, if any they have. why such corporation should not be dissolved on or before a day or term of said court therein named. The several officers of said corporation and the various stockholders therein may enter their voluntary appearance in said court at the time of filing such petition, and all stockholders who reside in the county wherein said petition has been filed and all creditors and persons having unexecuted contracts with said corporation, and who reside in said county who do not enter their voluntary appearance in said court shall be notified by a summons, under the hand and seal of the clerk of the court, reciting the filing of said petition, its general purpose and nature, and citing them to appear in said court on a day to be named in said writ to show cause, if any they have. against such dissolution, such day being fixed not less than twenty-one days nor more than thirty days after the filing of said petition. In addition to said summons notice of a general nature and cause of said application shall be given to all other stockholders, creditors and persons having unexecuted contracts with said corporation, by publication in some newspaper of general circulation in said county once a week for three weeks consecutively, and proof of service and publication shall be made before any order is made upon such petition. The court shall have power to continue such application for service upon all interested parties from time to time, to issue new writs if necessary, according to the practice therein: Provided, that in addition to said publication, it shall be the duty of the secretary of the corporation, at least fifteen days before the day fixed by the court for the hearing of such application, to mail a copy of such notice to all stockholders nonresident of the county by depositing the same in the post office properly directed to the stockholder at his last known address. (Laws 1919, p. 223.)

Sec. 9759. Judgment of dissolution entered, where-certain property not to be diverted. If upon a hearing of such application the court shall be satisfied that the prayer of such petition can be granted without prejudice to the public welfare, or the interest of the corporators or the creditors of such corporation, it may enter a judgment or decree dissolving such corporation and direct that the president and directors or managers of said corporation shall take charge of its assets and administer them as now provided by section 9755 of the Revised Statutes of Missouri for the year 1919: Provided, that no property devoted to religious,

or charitable uses shall be diverted from the objects for ney were granted by means of the powers herein given to poration to dissolve, but the same shall be preserved by ee of court. (R. S. 1909, § 2999.)

. 9760. Copy of judgment of dissolution to be sent to y of state. - Whenever the court shall grant such judgdissolution, the clerk thereof shall send a certified copy rder of the court to the secretary of state, the expense of mall be taxed as costs in the case, and said copy shall be th the incorporating papers of such company. (R. S. 3000.)

E-If a bank or trust company, copy of judgment should be sent to bank

ner.

- the objects of the corporation have been abandoned, or when it appears ower to do business does not exist, then a legal dissolution may be de0A.648. A corporation may go into voluntary liquidation, even though e eve of extinction by command of the law itself. 3 A 159; 69 Mo. 611. Orporation is dissolved a court of equity will lay hold of the assets for the paying bona fide creditors. 41 Mo. 563; 42 Mo. 63; 149 Mo. 74. But will respect liens already acquired against the assets. 122 Mo. 154. -operty, failure to hold meetings and elect officers does not necessarily a forfeiture of corporate franchise. 50 A. 648; 180 Mo. 153. Corporamed to be dissolved when it ceases to do business and becomes divested erty. 9 A 114; 43 A. 482. But such acts would not per se accomplish lution. 41 Mo. 563; 65 Mo. 279; 11 A. 594; 57 Mo. 446. A corporation Ive by surrendering its franchise. 48 Mo. 543. A mere resolve to disbusiness is not a dissolution. 74 Mo. 286. Willful misuser or non-user ration of its franchise subjects it to dissolution. 140 Mo. 539; 142 Mo. one is estopped from asserting dissolution by expiration of charter.

161

The courts will not presume forfeiture. 82 A. 96. Insolvency or to carry out the purposes of its existence does not ipso facto work a dis170 Mo. 163. A consolidated corporation succeeds to all the rights and of the former corporation. 98 Α. 227. A consolidation of two or more ns into one is a dissolution of all of them and the formation of a new one. 94. A sale of all the property in good faith without consent of all the ers is not void, even though it amounts to a practical dissolution. 180

. 9761. Directors personally liable, when. If the direcny corporation shall knowingly declare and pay any divhen the corporation is insolvent, or any dividend, the paywhich would render it insolvent, they shall be jointly and liable for all the debts of the corporation then existing, all that shall be thereafter contracted as long as they shall vely continue in office: Provided, that the amount for ney shall be liable shall not exceed the amount of such divnd that if any of the directors shall be absent at the time ng the dividend, or shall object thereto, and shall file their n, in writing, with the clerk or other officer of the cor- having charge of the books, they shall be exempted from liability. (R. S. 1909, § 3002.)

liable. 11 A. 592; 90 Mo. 307. This section refers to debts voluntarily contra and does not refer to a judgment for damages caused by the negligence of an a 34 Mo. 573. The directors are not liable to a stockholder who is a creditor ex for a debt contracted in the ordinary course of business. 19 Mo. 327; 43 Mc An officer cannot avoid personal liability for his fraudulent acts, on the plea tha was acting for the corporation. 139 Mo. 627. Dividends can be paid out o profits only, and cannot be drawn from the capital. 172 Mo. 491. The pay of a dividend which diminishes the capital stock is a fraud upon creditors. Mo. 491.

Sec. 9762. Officers and directors personally liable, wh -If the officers and directors of any corporation shall kno ingly purchase for the corporation, of which they are officers directors, any property, real or personal, and pay therefor m than the actual value thereof, they shall be jointly and severa liable for the debts of the corporation to an amount equal to difference between the purchase price of said property bought a the actual value thereof: Provided, that if any of the officers directors be absent at the time of making such purchase, or sh object thereto, and shall file their objection in writing, with t clerk or other officer of the corporation having charge of the boo they shall be exempted from the said liability. (Laws 1911, p. 15

Sec. 9773. Records of corporation evidence, when.-T records of any company incorporated under the provisions of t chapter, or of chapter 108, or of article XV of chapter 50, or article X of chapter 98, or copies thereof, duly authenticated I the signature of the president and secretary of such compan under the corporate seal thereof, shall be competent evidence any suit to which such company may be a party. R. S. 190 § 3013.)

Omission of minutes to show that any of the directors were present at meeti of the board may be supplied by parol. St. Louis Rawhide Co. v. Hill, 72 A. 1It is the duty of a corporation to keep a record of the minutes of the meetir of its stockholders and directors and such minutes should show the date when t meetings were held and who were present. Howard v. Strode, 242 Mo. 210, 23 146 S. W. 792.

Sec. 9781. Name of expiring corporation may be adopte by its successor. Whenever the charter of any corporation i this state is about to expire by limitation of time, and the stock holders of such corporation, or a majority in interest thereof, de sire to incorporate under the general corporation laws of the state for the purpose of continuing the business of such expirin corporation, it shall be lawful for the new corporation to adop the corporate name of such old corporation: Provided, that noth ing herein contained shall be construed to confer upon the new corporation any property, rights, privileges or franchise enjoyed or owned by the old corporation, save and except the use of th old name. (R. S. 1909, § 3021.)

See footion 0737 which provides that no certificate of incorporation or ofohang

CHAPTER 108.

STATE BANKING DEPARTMΕΝΤ.

TRUST COMPANIES, SAFE DEPOSIT INSTITUS, AND LOAN AND INVESTMENT COMPANIES.

Article I-State Banking Department.

II-Banks.

III-Trust Companies.

IV-Merger and Consolidation of Trust Companies.
V-Saving Banks and Safe Deposit Institutions.

VI-Mortgage Loan Companies.

ARTICLE I.

STATE BANKING DEPARTMENT.

Sec.

banking department continued. 11689. Institutions to be examined yearly

-ds, reports and papers to be ved.

11694. Approval of commissioner-filing. ts of office not to be divulged- 11695. Extensions of time by commissioner. ty.

commissioner - deputies and

11696. Branch offices approval or refusalcertificate.

Eners not to be appointed re- 11697. Proceedings in name of commissioner --penalty for oppression in

or neglect of duty.

commissioner and assistants 11698. accept presents or free trans-11699. Lion-penalty-shall devote enme to duties of office.

for violations of the provisions of
this chapter.
Orders of commissioner.
Report to attorney-general and ac-
tion by him in certain cases.

11700. When commissioner may take posses-
sion of corporation or private banker.

ty for neglect of duty or any asance or malfeasance in office. 11701. Banks, trust companies, etc., pro