Assessments, sale, and notice 97 One corporation may purchase stock, etc., of another 98 99 ART. 6. MEETINGS, ELECTIONS, AND DIVIDENDS. Stock held by fiduciary, pledgor, life tenant, or corporation 106 107 Failure to hold election Jurisdiction of superior court over elections When dividend declared Dividends from profits only ART. 7. FOREIGN CORPORATIONS. Powers existing independently of permission to do business 112 113 ART. 8. DISSOLUTION. Voluntary, generally Liability of stockholders 108 109 110 111 114 115 Voluntary, before payment of stock Involuntary, at instance of private persons Involuntary, by stockholders 116 117 118 Involuntary, by attorney general 119 When franchises forfeited by neglect, etc., corporation dissolved; costs Copy of judgment to be filed with secretary of state; costs 132 ART. 9. EXECUTION. How issued; property subject to execution . 133 Agent must furnish information as to property to officer May send for persons and papers; penalty for refusing to answer Report on claims to court; exceptions and jury trial Property sold pending litigation Compensation and expenses Debts provided for, receiver discharged Reorganization 143 144 145 146 147 148 149 ART. 11. TAXES AND FEES. Taxes for filing Fees to secretary of state and clerk of superior court Corporations whose property and franchises sold under order of court 150 151 152 153 154 155 156 CHAPTER I. CORPORATIONS. All of Chapter 22 of the Consolidated Statutes and certain sections from the Chapters on Civil Procedure, Conveyances, Liens and Attachment. ART. 1. DEFINITIONS. 1. Definitions. The following words and phrases where used in this chapter, unless differently defined or described, have the meanings and references stated below: 1. "Corporation" refers to a corporation which may be created and organized under this chapter, or under any other general or any special act. Corporations § 32. Individuals associated together in a business, and claiming to be a corporation, and exempt from individual liability for the contracts of the association, in order to shield themselves from such liability, must be able to show that this legal entity exists by virtue of some special or general act of a legislative body capable of chartering-giving life to a corporation. There must be a charter.-Hanstein v. Johnson, 112 N. C. 253, 17 S. E. 155. Note. When this decision was rendered corporations could be created either by act of General Assembly or in certain instances by the clerk of the superior court under the general law authorizing clerks of courts to issue charters to certain classes of corporations. In 1901 the authority to grant charters was withdrawn from the clerks of the superior court and conferred on the secretary of state. An amendment to the constitution withdrew from the general assembly in 1915 the power to grant charters, except for charitable, educational, penal, or reformatory purposes that are to be and remain under the patronage and control of the state. 2. "Certificate of incorporation" is the instrument filed by the incorporators and by which the corporation is formed. 3. The words "special act" refer to the act of the legislature enacted for the purpose of creating the corporation. 4. The word "charter" means either "certificate of incorporation" or "special act," together with all appropriate parts of this chapter and its amendments. 5. "Court," "superior court," or "judge of the superior court" means the judge of the superior court resident in the district or holding the courts of the district in which the corporation affected has its principal place of business. 6. "Receiver" as used in this chapter includes receivers and trustees appointed by the court, as herein provided. C. S., s. 1113; Rev., ss. 1136, 1222, 1247; Code, s. 668; 1901, c. 2, ss. 7, 74, 111. Corporations § 120. Judge of superior court, having jurisdiction, may appoint receiver to wind up affairs of insolvent corporation. The receiver may sue in his name or in the name of the corporation to collect assets of the corporation and have adjudicated in such suits all legal and equitable matters touching the rights of the corporation, its creditors and debtors.Smathers v. Western Carolina Bank, 135 N. C. 410, 47 S. E. 893. Riley & Co. v. Sears & Co., 154 N. C. 509, 70 S. E. 997. ART. 2. FORMATION. 2. How created. Three or more persons who desire to engage in any business, or to form any company, society, or association, not unlawful, except railroads, other than street railways, or bank ing or insurance, or building and loan associations, may be incorporated in the following manner only (except corporations created for charitable, educational or reformatory purposes that are to be and remain under the patronage and control of the state): Such persons shall, by a certificate of incorporation, under their hands and seals, set forth 1. The name of the corporation. No name can be assumed already in use by another domestic corporation, or so similar as to cause uncertainty or confusion, and the name adopted must end with the word "company," "corporation," or "incorporated." Corporations § 49. The defendants have the right not only to use the use of its corporate name and when so acquired, its use will be protected by injunction.-Blackwell's Durham Tobacco Co. v. American Tobacco Co., 145 N. C. 367, 593 S. E. 123. Corporations § 49. A domestic corporation did not acquire by the mere adoption of a corporate name the exclusive right to use the same or such a property right as would be protected by injunction in the absence of actual user.-Ibid. Corporations § 654. poration have the same corporate name, the latter cannot, it would seem, Where a foreign corporation and a domestic corsue to enjoin the former from using such name within the state and doing business therein, unless the corporate rights of the domestic corporation were in existence before the foreign corporation committed the acts against which relief is sought.-Ibid. Corporations § 49. The defendants have the right not only to use the name "The William Bingham School" but also, if they desire, the name "Bingham School' together with the statement Established in 1793."Bingham School v. Gray, 122 N. C. 699, 30 S. E. 304. The incorporating act of 1895 did not have the effect of creating a trade mark of the Bingham name and of confining the exclusive right to use it in connection with school purposes upon that corporation.-Ibid. Nor is it a prohibition upon all others named Bingham, whether of that family or of any other of that same name, against using the name in con nection with any school they might establish.-Ibid. 2. The location of its principal office in the state. Corporations § 503. The phrase "principal place of business" and "principal office" are synonymous.-Roberson v. Greenleaf-Johnson Lumber Co., 153 N. C. 120, 68 S. E. 1064; Garrett v. Bear, 144 N. C. 23, 56 S. E. 479; Simmons v. Steamboat Co., 113 N. C. 147, 18 S. E. 117. 3. The object or objects for which the corporation is to be formed. Corporations § 596. The fact that a corporation does not exercise all its corporate privileges does not avoid its incorporation.-Wadesboro Cotton Mills Co. v. Burns, 114 N. C. 353, 19 S. E. 238. 4. The amount of the total authorized capital stock, the number of shares into which it is divided, the par value of each share, the amount of capital stock with which it will commence business, and, if there is more than one class of stock, a description of the different classes. The provisions of this subsection shall not apply to religious, charitable, or literary corporations, unless they desire to have a capital stock. If they desire to have no capital stock, that fact and the conditions of membership shall be stated. Note. If the purpose be to issue shares of stock without par value under the Act of 1921, chapter 116, the method hereinafter described in section 88 should be followed. 5. The names and post office addresses of the subscribers for stock and the number of shares subscribed for by each; the aggregate of the subscriptions shall be the amount of capital with which the corporation will commence business. If there is to be no capital stock, the certificate must contain the names and post office addresses of the incorporators. The articles of agreement filed with the clerk, and upon which articles of incorporation are to be issued, are to contain: The corporation name; the business proposed; the place where it is proposed to be carried on; the length of time desired; the names of the persons who have subscribed; the amount of the capital; and the number of shares and the amount of each.Wilson Cotton Mills v. Randleman Cotton Mills, 115 N. C. 475, 20 S. E. 770. 6. The period, if any, limited for the duration of the corporation. Corporations § 37. A corporation cannot endure longer than the time prescribed by its charter, and no judicial proceedings are necessary to declare a forfeiture for such cause.-Asheville Division, Sons of Temperance v. Aston, 92 N. C. 579. 7. The certificate of incorporation may also contain any provision, consistent with the laws of this state, for the regulation of the affairs of the corporation, or creating, defining, limiting and regulating its powers, directors, and stockholders, or any class or classes of the latter. |