A court can not order the creditors to surrender their claims for stock in a new corporation, to be formed to take over the business of an insolvent corporation: Pease v. Pease Co., 19 O. D. (N. P.) 237, 6 O. L. R. 486.

The business of a foreign corporation, which is conducted in Ohio in violation of its laws, may be wound up under direction of the courts of Ohio: Everhardt v. Investment Co., 8 O. N. P. 525, 11 O. D. (N. P.) 687.

Relief will not be given to stockholders who are attempting to wreck the business of the corporation for their own private advantage: Kuhn v. Spice Co., 8 O. N. P. 686, 10 O. D. (N. P.) 292.

VIII. RECEIVER.

The fact that a receiver has been appointed and that he has sold all the property of the corporation, does not of itself operate as a dissolution of such corporation, and it does not prevent the stockholders from electing directors: State, ex rel., v. Merchant, 37 O. S. 251.

In a suit to dissolve a corporation, a receiver can not be appointed until the court has made an order dissolving such corporation (G. C. 11894 does not apply to suits of this sort): Bacon v. Stove Co., 5 O. C. C. 289, 3 O. C. D. 143.

In the absence of other statutory provision, a receiver of a corporation can be appointed before dissolution only in complance with G. C. 11894; Trust Co. v. Iron Works, 4 O. C. C. 579, 2 O. C. D. 718.

IX. TRUSTEES.

A statute which provides that the last directors of a corporation which is dissolved shall be trustees to wind it up, with power to sue, means that they must sue collectively, and not in their individual names (see G. C. 11961): Martin v. Bank, 13 O. 250.

Trustees who are to wind up the affairs of a corporation whose charter has expired, may confess judgment under a power of attorney given to such corporation: Martin v. Bank, 13 O. 250.

X. RIGHTS OF CREDITORS.

Upon dissolution or a corporation, the rights of the creditors are fixed, and the assets of the corporation are to be regarded as a trust fund for the payment of their debts: Compton v. Railway, 45 O. S. 592.

If a corporation is in the hands of the receiver, a creditor need not reduce his claim to judgment before suing to enforce stock liability: Peter v. Foundry & Machine Co., 53 O. S. 534.

In a suit by stockholders to dissolve a corporation and to distribute its assets, the assets are the subject of the action; and a cross petition filed by a creditor which discloses other assets than those which are averred in the petition, or which shows a right to share therein, is connected with the subject of the action although it does not show a right to a several judgment against any of the plaintiffs: Peter v. Foundry & Machine Co., 53 O. S. 534.

In proceedings to dissolve a corporation, holders of specific liens upon the property of the corporation should be made parties: Trust Co. v. Iron Works, 4 O. C. C. 579, 2 O. C. D. 718.

A creditor may be made a party on leave of court: Koch v. Hotel Co., 13 O. C. C. (N. S.) 163.

A mortgagee who does not file his mortgage upon the property of a corporation until after a petition has been filed, asking for a receiving thereof, is a general creditor, and he can not acquire property by filing such mortgage thereafter: Cheney v. Cycle Co., 20 O. C. C. 19, 10 O. C. D. 717.

A corporation can not prefer its creditors in contemplation of insolvency: Rouse v. Bank, 46 O. S. 493.

As to the effect of such rule in other jurisdictions, see Cattle Co. v. McDillin, 21 O. C. C. 210, 11 O. C. 413.

XI. EFFECT OF DECREE.

After a decree of dissolution or forfeiture has been entered and receivers have been appointed, the corporation can not maintain an action, and the receivers in whom the right of action is vested must sue as receivers, and must allege facts which show their official character: Exporting Co. v. Gano, 13 O. 270.

That a corporation, which is in liquidation may sue to recover funds which are lost by the negligence of its officers or employes, see Kalb v. Bank, 21 O. C. C. 1, 11 O. C. D. 437; see, also, Cattle Co. v. McGillin, 7 O. N. P. 575, 10 O. D. (N. P.) 146.

SECTION 8739. If a majority of the members of such Filing of cercorporation not for profit present at such meeting desire tificate. such abandonment, or a majority in amount of the stockholders of such corporation for profit present in person or by proxy decide that the objects of such corporation cannot be accomplished then such corporation shall be abandoned or dissolved upon the filing of a certificate of such abandonment or dissolution with the secretary of state in the manner provided by law. (R. S. Sec. 5674.)

SECTION 8740. When a majority of the directors or other officers having the management of the concerns of a corporation for profit, which has completely closed its business, and paid all the debts and liabilities incurred by it, desire to surrender its corporate authority and franchises, they, or the president of such board of directors, may call a meeting of the stockholders at such time or place as he or they designate by publication for four weeks in some newspaper published and of general circulation in the county. wherein the principal office of the corporation is located and by written notices addressed to each of the stockholders whose residence is known, of the object, time and place of the meeting. (R. S. Sec. 5674a.)

Referred to: In re Columbus Bicycle Co., 1 O. N. P. (N. S.) 461, 14 O. D. (N. P.) 413.

Dissolution

by corporation whose

business is

closed.

SECTION 8741. If all the stockholders present at such Filing of meeting in person or by proxy decide to surrender and aban- certificate. don its corporate authority the corporation shall be abandoned and dissolved upon the filing of a certificate of the abandonment or dissolution with the secretary of state in the manner provided by law. (R. S. Sec. 5674a.)

Referred to: In re Columbus Bicycle Co., 1 O. N. P. (N. S.) 461, 14 O. D. (N. P.) 413.

of corporaа

SECTION 8742. Upon the dissolution of a corporation Trustees to by the expiration of the term of its charter, or otherwise, settle affairs and unless other persons be appointed by the legislature, tion. or by the stockholders, directors, or trustees of the corporation, or by a court of competent authority, the directors, trustees, or managers of the affairs of such corporation, acting last before the time of its dissolution, by whatever name known in law, and their survivors, shall be the trustees of the creditors and stockholders of the dissolved cor

Powers and duties of such trustees.

poration, and have full power to settle its affairs, collect and pay outstanding debts, and divide among the stockholders. the money and other property remaining, in proportion to the stock of each stockholder paid up, after payment of debts and necessary expenses. (R. S. Sec. 5675.)

A warrant given to a bank for the entry of judgment, may be used by the trustees authorized by statute to close the affairs of the bank, after its charter has expired. The trustees may sue in their collective names, not in their individual names: Martin v. Bank, 13 O. 250.

In proceedings or actions against defunct corporations, service of process upon the members of its last acting board of directors is sufficient, under the statute, to give the court jurisdiction: Warner v. Callender, 20 O. S. 190.

Since the directors of a corporation which is dissolved represent it, the filing of a cross-petition by them enters their appearance and waives defects in the service of summons upon the corporation: In re Columbus Bicycle Co., 1 O. N. P. (N. S.) 461, 14 O. D. (N. P.) 407.

SECTION 8743. The persons so constituted trustees may sue for and recover the debts and property of the dissolved corporation, by the name of trustees of the corporation, describing it by its corporate name, and jointly and severally they shall be responsible to the creditors and stockholders of the corporation, to the extent of its property and effects coming into their hands. Such trustees may be made or become parties to any action, by or against the corporation. All liens of judgments existing at the time of the dissolution either in favor of or against the corporation, shall continue in force as if the dissolution had not taken place. (R. S. Sec. 5675.)

Office of com

SECTION 8744. As soon as convenient after its organipany in state. zation, each railway company shall establish a principal or general office at some point on the line of its road, or the line of a road within this state with which it connects or has running arrangements, but its location may be changed at pleasure. The company shall give notice of the establishment or change of such office in some newspaper published on its line in this state. The offices of its president, secretary and treasurer shall be at such general office, or some other point on its line of road in this state, and a record there kept of all the company's proceedings, to be open at reasonable hours for the inspection of any stockholder. (R. S. Sec. 3311.)

Six main tracks.

Russian thistles on right of way, see G. C. 7161.

A foreign railway may operate a railway which is partly within and partly without the state in the same way that Ohio corporations may: State, ex rel., v. Attorney-General, 22 O. S. 411.

A term "railroad," when used in the Ohio statutes, means_a steam railroad, unless the context shows some other meaning: In re Railway, 3 O. N. P. (N. S.) 561, 16 O. D. (N. P.) 87.

Whether a railroad is a steam railroad or not depends not only upon the provisions of its articles of incorporation, but also upon the method in which such road is conducted and the character of its business: In re Railway, 3 O. N. P. (N. S.) 561, 16 O. D. (N. P.) 87.

This section does not authorize a mining corporation which has constructed a railroad from its mine under G. C. 10141 to change its place of doing business without complying with the provisions of G. C. 8719: Coal Co. v. Railway Co., 7 O. N. P. 191, 6 O. D. (N. P.) 178; see, also, State v. Coal Co., 4 O. N. P. 115.

As to a change of name of a railroad, see Railroad Company v. Hoffhines, 46 O. S. 643.

SECTION 8745. Any railroad company may maintain and operate or construct, maintain and operate a railroad, with such main tracks not exceeding six and such side tracks, turnouts, offices, depots, round-houses, machine shops, water tanks, telegraph lines and other necessary appliances, as it deems necessary, between the points named in its articles of incorporation, commencing at or within. and extending to or into any city, village, or place named as a terminus of its road.

Annual report of railroad, see G. C. 604.
Excise tax, see G. C. 5485, et seq.