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accounts to


against it, upon any open or subsisting engagement, and upon all Art. vi. the stockholders of such corporation. Such receivers shall also further account from time to time in the same manner, and with the like be reneffect, for all moneys which shall come to their hands after the rendering of such account, and for all moneys which shall have been retained by them for any of the purposes herein before specified, and shall pay into court all unclaimed dividends. (Sections 90 and 91 were repealed by Laws of 1880, chap. 245.)

1880, Code of Civil Procedure, Part II, Ch. XVII, Title XI

Proceedings for the voluntary dissolution of a corporation.
SEC. 2419. When a majority of directors, etc., may petition for dissolution.

2420. Id. ; when they are equally divided.
2421. Contents of petition.
2422. Affidavit to be annexed.
2423. Presentation of petition, etc. Order to show cause.
2424. Order to be published.
2425. Id. ; to be served on creditors and stockholders.
2426. Hearing.
2427. Id. ; original papers may be used.
2428. Application for final order.
2429. Final order.
2430. Certain sales, etc., void.
2431. Certain corporations excepted from this title.


§ 2419. If a majority of the directors, trustees, or other officers, When a having the management of the concerns of a corporation, created

majority of

directors, by or under the laws of the State discover that the stock, effects, petition for and other property thereof are not sufficient to pay all just demands, for which it is liable, or to afford a reasonable security to those who may deal with it ; or if, for any reason, they deem it beneficial to the interests of the stockholders, that the corporation should be dissolved; they may present a petition, to the supreme court, or to a superior city court of the city where the principal office of the corporation is located, praying for a final order dissolving the corporation, as prescribed in this title

8 2420. If a corporation, created under a general statute of the Id.; when State for the formation of corporations, has an even number of equally,

divided. trustees or directors, who are equally divided, respecting the management of its affairs, and the entire stock of the corporation is, at that time, owned by the trustees, or directors, or is so divided, that one-half thereof is owned or controlled by persons favoring the course of one-half of the trustees or directors, and one-half by persons favoring the course of the other half of them, the trustees or directors, or one or more of them, may present a petition as prescribed in the last section. But this section does not apply to a sav


Contents of

Art. VII. ings bank, a trust company, a safe deposit company, or a corporation

formed to rent safes in burglar and fire-proofs vaults, or for the construction or operation of a railroad, or for aiding in the construction thereof, or for the carrying on the business of banking or insurance or intended to derive a profit from the loan or use of money.

§ 2421. The petition must show that the case is one of those petition.

specified in the last two sections, and must state the reasons, which induce the petitioner or petitioners to desire the dissolution of the corporation. A schedule must be annexed to the petition, containing the following matters, as far as the petitioner or petitioners know, or have the means of knowing the same :

1. A full and true account of all the creditors of the corporation, and of all unsatisfied engagements, entered into by, and subsisting against, the corporation.

2. A statement of the name and place of residence of each creditor, and of each person with whom such an engagement was made, and to whom it is to be preformed, if known; or, if either is not known, a statement of that fact.

3. A statement of the sum owing to each creditor, or other person specified in the last subdivision, and the nature of each debt, demand, or other engagement.

4. A statement of the true cause and consideration of the indebtedness to each creditor.

5. A full, just, and true inventory of all the property of the corporation, and of all the books, vouchers and securities, relating thereto.

6. A statement of each incumbrance upon the property of the corporation, by judgment, mortgage, pledge or otherwise.

7. A full, just and true account of the capital stock of the corporation, specifying the name of each stockholder ; his residence, if it is known, or if it is not known, stating the fact; the number of shares belonging to him; the amount paid in upon his shares, and the amount still due thereupon.

§ 2422. An affidavit made by each of the petitioners to the effect that the matters of fact, stated in the petition and the schedule, are just and true so far as the affiant knows, or has the means of knowing the same, must be annexed to the petition and schedule.

§ 2423. Where the petition is addressed to the supreme court petition,

the papers must be presented at a term of that court, held within the judicial district embracing the county wherein the principal office of the corporation is located. In a case specified in sec

Affidavit to be annexed

Presentation of

etc. Order to show cause,


tion 2420 of this act, the court may, in its discretion, entertain Art. vii. or dismiss the application. Where it entertains the application, or where the case is one of those specified in section 2419 of this act, the court must make an order requiring all persons interested in the corporation to show cause before it, or before a referee designated in the order, at a time and place therein specified, not less than three months after the granting of the order, why the corporation should not be dissolved. The order must be entered, and the papers must be filed, within ten days after the order is made, with the clerk of the court, or, in the supreme court, with the clerk of the county where the principal office of the corporation is located. § 2424. A copy of the order must be published, as prescribed Order to be

published. therein, at least once in each of the three weeks immediately preceding the time fixed therein for showing cause, in the newspaper printed at Albany in which legal notices are required to be published; and also in one or more newspapers, specified in the order, published in the city or county wherein the order is entered. § 2425. A copy of the order must also be served upon each of

Id.; to be the persons specified in the schedule as a creditor or stockholder served on of the corporation, or as person to whom an engagement of the and stock

holders. corporation is to be performed, other than a person whose residence is stated to be unknown, or to be without the United States. The service must be made either personally at least twenty days before the time appointed for the hearing or by depositing a copy of the order at least forty days before the time so appointed, in the post-office, inclosed in a postpaid wrapper, addressed to the person to be served, at his residence, as stated in the schedule.

§ 2426. At the time and place specified in the order, or at the Hearing. time and place to which the hearing is adjourned, the court, or the referee, must hear the allegations and proofs of the parties, and determine the facts. If a referee was not designated in the order to show cause, the court may, in its discretion, appoint a referee when or after the order is returnable. The decision of the court, or the report of the referee must be in writing, and must be made and filed with all convenient speed. It must contain a statement of the effects, credits and other property, and of the debts and other engagements of the corporation, and of all other matters pertaining to its affairs, § 2427. The court or the referee is entitled to use, upon the id,; origi

nal papers hearing, the original petition, and the schedules annexed thereto; may be


Art. VII. and the clerk must transmit them accordingly, upon the written

order of the judge, or of the referee. In that case, they must be
returned with the decision or report.

$ 2428. Where the hearing is before a referee, a motion for a for final

final order must be made to the court, upon notice to each person order.

who has made himself a party to the proceeding, by filing with the clerk, before the close of the hearing, a notice of his appearance, in person or by attorney, specifying a post-office within the State, where such a notice may be served. The notice may be served as prescribed in this act, for the service of a paper upon an attorney in an action. Where the hearing was before the court, a motion for a final order may be made immediately, or at such a

time and upon such a notice, as the court prescribes. Final $ 2429. Upon an application for a final order, if it appears to order.

the court, in a case specified in section 2419 of this act, that the corporation is insolvent, or in a case specified either in that section or in section 2420 of this act, that, for any reason, a dissolution of the corporation will be beneficial to the interests of the stockholders, and not injurious to the public interests, the court must make a final order, dissolving the corporation, and appointing one or more receivers of its property. Upon the entry of the order, the corporation is dissolved. The court may, in its discretion, appoint a director, trustee, or other officer or a stockholder of the corporation, a receiver of its property.

(See R. S., Part II1, Chap. VIII Title IV, Art. 3, 88 66-89, ante, pp. 243-249.) Certain

$ 2430. A sale, assignment, mortgage, conveyance, or other sales, etc., transfer, of any property of a corporation, made after the filing of

a petition as prescribed in this title, in payment of, or as security for, an existing or prior debt, or for any other consideration; or a judgment thereafter rendered against the corporation by confession, or upon the acceptance of an offer, is absolutely void, as against the receiver appointed in the special proceeding, and as

against the creditors of the corporation. Certain cor

$ 2431. This title does not apply to an incorporated library porations society, to a religious corporation, or to a select school or academy,

incorporated by the regents of the university or by the legislature, or to a municipal or other political corporation.


Art. VIII,


summons made

3. In

1877, Code of Civil Procedure, Part I, Chap. V, Title I, Art. 1.

SECTION 431. Personal service of the summons upon a defend- How perant, being a domestic corporation, must be made by delivering a vice of copy thereof, within the State, as follows:

1. If the action is against the mayor, aldermen and commonalty domestic of the city of New York, to the mayor, comptroller, or counsel to ration. the corporation.

2. If the action is against any other city, to the mayor, treasurer, counsel, attorney, or clerk; or, if the city lacks either of those officers, to the officer performing corresponding functions, under another name.

any other case, to the president or other head of the corporation, the secretary or clerk to the corporation, the cashier, the treasurer, or a director or managing agent.

Hetzel v. Tannehill S. M. Co., 4 Abb. N. C. 40; New York Milk Pan Co. v. Remington Works, 25 Hun, 479.

$ 432. (Amended 1877, chap. 416.] Personal service of the sum-Id. : upon a mons upon a defendant, being a foreign corporation, must be made foreign corby delivering a copy thereof, within the State, as follows: 1. To the president, treasurer, or secretary ; or,

if the corporation lacks either of those officers, to the officer performing corresponding functions, under another name.

2. To a person designated for the purpose by a writing, under the seal of the corporation, and the signature of its president, vicepresident, or other acting head, accompanied with the written consent of the person designated, and filed in the office of the secretary of State. The designation must specify a place, within the State, as the office or residence of the person designated ; and if it is within a city, the street, and street number, if any, or other suitable designation of the particular locality. It remains in force, until the filing in the same office of a written revocation thereof, or of the consent executed in like manner ; but the person designated may, from time to time, change the place specified as his office or residence, of some other place within the State, by a writing, executed by him, and filed in like manner. The secretary of State may require the execution of any instrument, specified in this section, to be authenticated as he deems proper, and he may refuse to file it without such an authentication. An exemplified copy of a designation so filed, accompanied with a certificate that

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