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commonwealth, such proceedings shall be taken to be legal and valid as fully as if the requirements of the statutes had been complied with.

Revised Laws, Chapter 109, $$ 41 to 57, inclusive.

of franchise on mesne process.

11 Allen 71.

5 Cush. 509. 170 Mass. 203. Mode of sale.

ATTACHMENT AND SALE OF FRANCHISE. Warrants of SECTION 41. If, by an order of county commissioners or by the distress against cor- verdict of a jury, damages have been assessed for an injury to porations for damages. property by the doings of any corporation which is authorized to 1810, 131, § 4.

receive toll, except a railroad corporation, and the damages reRS: 44.8 20. main unpaid for thirty days after the order or verdict, the owner 1847, 259 & S. 68, § 24. thereof may have a warrant of distress against the corporation P. S. 105,

for such damages, with interest thereon and costs. § 29. Attachment SECTION 42. The franchise of a corporation which is author

ized to receive toll, and all the rights and privileges thereof, shall

be liable to attachment on mesne process. 1810, 131, $ 3.

G. S. 68, § 25.
R. S. 44, § 11.
P. S. 105, $ 30. 5 Cush. 509.

171 Mass. 61. Sale of, on SECTION 43. If a judgment is recovered against a corporation execution, etc. 1810, 131, s i. which is authorized to receive toll, its franchise and all the rights R. 8. 44, 12. and privileges thereof, so far as relate to the receiving of toll, and 6. S. 185, 28.1. all other corporate property, real and personal, may be taken on

execution or warrant of distress and sold by public auction.

SECTION 44. The officer who has such execution or warrant of 1810, 131, § 1.

distress shall, thirty days at least before the sale of any franchise 1824, 121, $ 1.

or other corporate personal property, give notice of the time and G: S: 68, $ 27. place of sale by posting a notice thereof in the city or town in P. S. 105, which the corporation is established or has its principal place of § 32.

business, and by causing an advertisement of the sale, stating the name of the creditor, the amount of the execution or warrant of distress, and the time and place of sale, to be inserted three weeks successively in a newspaper, if any, published in said city or town; otherwise in a newspaper published in the county in which such city or town is situated; the last publication to be at least

four days before the sale. Adjournment. SECTION 45. The officer who levies such execution or warrant 1810, 131, $ 5. R. S. 44, § 14. of distress may adjourn the sale for not more than seven days, and G. S. 68, § 28. P.S. 105,'$ 33. so from time to time until the sale is completed. Highest bid. SECTION 46. In the sale of such franchise, the person who satisdetermined. fies the execution or warrant of distress with all legal fees and 1810, 131, § 2.

expenses thereon and who agrees to take such franchise for the B: S: 60; 25: shortest period of time and to receive during that time all such P. S. 105, $ 34.

toll as the corporation would by law be entitled to demand shall be considered the highest bidder.

R. S. .

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SECTION 47. The officer's return on the execution or warrant Officer's reof distress shall transfer to the purchaser all the privileges and fer the right

of toll, etc. immunities of the corporation, so far as relate to the right of

1810, 131, demanding toll; and the officer shall, immediately after the sale, R. S. 44, $ 16. deliver to the purchaser an attested copy of the execution or war- G. S. 68, $ 30.

, rant and the return thereon, which shall entitle said purchaser or $ 35. his assigns to demand and receive to his own use all the toll which accrues within the time limited by the term of his purchase, in the same manner and under the same regulations as the corporation was before authorized to demand and receive the same.

SECTION 48. A purchaser of the franchise of a corporation Remedy of under a sale upon execution or warrant of distress, or his assigns, damages.

purchaser for may recover in an action of tort any penalties imposed by law for 1826, 116

R. S. 44, § 17. an injury to the franchise or for other cause which such corpora- G. S. 68. $ 31.

105, tion would have been entitled to recover during the time limited $ 36. in the purchase of the franchise; and during that time, the corporation shall not be entitled to prosecute for such penalties.

SECTION 49. The corporation whose franchise has been so sold Liabilities to shall in all other respects retain its powers, be bound to the per- 1810, 131, $ 2. formance of its duties and be liable to the same penalties and G. S. 68, § 32.

P. S. 105, forfeitures as before the sale.

§ 37. SECTION 50. The corporation may, at any time within three Redemption months after the time of sale, redeem the franchise by paying or 1810, 131, tendering to the purchaser or his assigns the amount which he

R. S. 44, $ 19. paid, with twelve per cent interest thereon, but without any allow- G. S. 68. $ 33.

P. S. 105, ance for the toll which he has received; and upon such payment or $38. tender, the franchise and all the rights and privileges thereof shall revert and belong to the corporation as if no such sale had been made. SECTION 51. All proceedings under the provisions of the ten Venue of pro

ceedings. preceding sections shall be in the county in which the creditor 1810, 131, $ 6. resides or the corporation is established or has its principal place &: S: 68; $ 34:

R. S. , . of business.

P. S. 105, § 39.

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DISSOLUTION OF CORPORATIONS. SECTION 52. If a majority in number or interest of the mem- Dissolution of

corporations. bers of a corporation desire to close its affairs, they may file a 1852, 55, petition therefor in the supreme judicial court or the superior & $: 68, $ 35.

P. S. 105, court, setting forth in substance the grounds of their application,

$ 40. and the court, after notice to parties interested and a hearing, Gray, 119, may decree a dissolution of the corporation. A corporation so 9 Gray, 34. dissolved shall be held to be extinct in all respects as if its cor- 99 Mass. 267. porate existence had expired by its own limitation.

119 Mass. 447.

Continuation
for three years
to close con-
cerns.
1819, 43.

, § 7

§ 41.
22 Pick. 180.
23 Pick, 345.
16 Mass. 245.
123 Mass. 32.

185 Mass. 505.

1884, 203. 157 Mass. 81. A mended.

SECTION 53. Every corporation whose charter expires by its own limitation or is annulled by forfeiture or otherwise, or whose

corporate existence for other purposes is terminated in any other G: S: 68, 1 36. manner, shall nevertheless be continued as a body corporate for P. S. 105,

three years after the time when it would have been so dissolved, for the purpose of prosecuting and defending suits by or against

it and of enabling it gradually to settle and close its affairs, to 161 Mass. 443. dispose of and convey its property and to divide its capital stock,

but not for the purpose of continuing the business for which it

was established. Receivers. SECTION 54. If the charter of a corporation expires or is an1833, 145. R. S. 44, nulled, or if the corporation is dissolved as provided in section $ $ 8, 9. 1852, 55, $ 2.

fifty-two, or if its corporate existence for other purposes is terG. S. 68, $$ 37, 38. minated in any other manner, the supreme judicial court or the P. S. 105,

superior court, upon application of a creditor, stockholder or $$ 42, 43.

member, shall have jurisdiction in equity to appoint one or more

receivers to take charge of its estate and effects and to collect the 1905, 156.

debts and property due and belonging to it; with power to prosecute and defend suits in its name or otherwise, to appoint agents under them and to do all other acts which might be done by such corporation, if in being, which may be necessary for the final settlement of its unfinished business. The powers of such receivers and the existence of the corporation may be continued as

long as the court finds necessary for said purposes. Receivers SECTION 55. The receivers shall pay all debts due from the corand distribute poration if the funds in their hands are sufficient therefor; and if surplus.

they are not they shall distribute them ratably among the credi1833, 145. R$ 44, $10 tors who prove their debts in the manner directed by any decree G. S. 68. $ 39. of the court for that purpose. If there is a balance remaining P. S. 105, § 44.

after the payment of the debts, the receivers shall distribute and 1 Gray, 382.

pay it to those who are justly entitled thereto as having been stockholders or members of the corporation, or their legal repre

sentatives. Surrender of SECTION 56. If a petition, signed and sworn to by a majority certificate of incorpora- in number or interest of the members of a corporation organized

under the general laws, except a corporation created for the purpose of business or profit having a capital stock divided into shares or which is under the supervision of the insurance commissioner, has, with the certificate of incorporation, been filed in the office of the secretary of the commonwealth stating that such members desire to surrender the certificate of incorporation and to have the corporation dissolved and giving their reasons therefor, the secretary, if he considers such reasons sufficient, shall require the petitioners to publish a notice in one or more newspapers in

tion.
1898, 502.

the county in which the corporation is located that, for reasons which appear to him to be sufficient, the certificate of incorporation of the corporation therein named is annulled. Upon the filing by the petitioner with the secretary of a copy of each newspaper in which the notice of dissolution was ordered to be published, the corporation shall be dissolved, subject to the provisions of the three preceding sections.

SECTION 57. If a corporation is dissolved, the clerk of the Returns to court in which the decree for dissolution is entered shall forthwith

secretary of

dissolution. make return thereof to the secretary of the commonwealth, giving . S. 105,

1880, . the name of the corporation dissolved and the date upon which $ 45. such decree was entered.

PENALTIES FOR OMISSIONS TO FILE CERTIFICATES, ETC.

SECTION 84. A corporation which, being subject to the Penalties for provisions of this chapter, omits to cause to be filed any file certificates. certificate or copy which is required by sections fifty-one, 1866, 290, fifty-four and fifty-five shall forfeit two hundred dollars, 1870, 224, to be recovered by action of tort brought in the name of the 1960, commonwealth in the county of Suffolk or in the county : S. 106, in which the corporation is established; and its president, 1887, 225. treasurer and directors, for the time being, shall in addition 1896, 369. be jointly liable in a like amount for such omission; and all forfeitures by a corporation under the provisions of this chapter may also be collected by information in equity, which may be brought in the county of Suffolk and shall be brought in the supreme judicial court in the name of the attorney general, at the relation of the commissioner of corporations; and upon such information the court may issue an injunction restraining the further prosecution of the business of the corporation named therein until such forfeitures, with interest and costs, are paid and until the returns required by this chapter are filed.

SECTION 85. If an officer unreasonably refuses to give Penalty for the certified list mentioned in section sixty-one or wilfully give certified gives a false list, he shall be liable to the judgment creditor 1864, 219, $ 2. for double the amount of all damages occasioned by such 1870, 224, refusal or false list.

P. S. 106,

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FEES.

SECTION 86. The fees for filing and recording the cer- Fees for filing, tificates which are required by this and the preceding chapter to be filed with the secretary of the commonwealth shall PS: 106,8 84. be as follows:

etc., certifi. cates. 1896, 369.

Fees for filing, etc., certifi

1865, 76. 1870, 224, $ 59. 1871, 356. Amended. 1908, 219; 382.

of increase of capital. 1863, 231, § 2. 1865, 76. 1871, 356. 1896, 523, $ 2. Amended. 1908, 382.

For filing and recording the certificates required by seccates of organ- tions twenty and twenty-one, including the issuing of the 1863, 231, $ 2. certificate of organization by the secretary, one-twentieth

of one per cent of the amount of the capital stock as fixed by the agreement of association; but not less in any case than five (nor more than two hundred] dollars.

For filing and recording the certificate required by section fifty-four, one-twentieth of one per cent of the amount by which the capital is increased ; [but the amount so to be paid shall not, if added to the amount previously paid for filing and recording certificates under the provisions of sections twenty, twenty-one and fifty-four, exceed two hundred dollars; and a corporation which has so paid two hundred dollars shall pay a fee of one dollar for each certificate thereafter filed and recorded under the provisions of section fifty-four.]

[For filing and recording the certificates required by secof business.

tions forty-seven and forty-eight, one dollar for each cer1879, 202, $ 2. tificate.]

[For filing and recording the certificate required by sec

tion fifty-one, five dollars.] — of change [For filing and recording the certificate required by sec1896, 523, § 1. tion ten of chapter one hundred and nine, one dollar.]

[For filing and recording any other certificate required

by law, one dollar. ] Copies.

[For official copies of any of the records mentioned in this chapter, the rates now fixed by chapter two hundred and four for copies of similar records furnished by the secretary of the commonwealth.]

of change

1875, 177, § 4.

1895, 169.

Stricken out.

1908, 382.

- of con dition. 1870, 224, § 59.

Stricken out.

1908, 382.

of name.

Stricken out.

1908, 382.

- other cer-
tificates.
1870, 224,
$ 59.

1896, 523, $ 1.

Stricken out.

1908, 382.

1870, 224,
§ 59.
Stricken out.
1908, 382.

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