The Law of Private Companies Relating to Business Corporations Organized Under

Cover The Law of Private Companies Relating to Business Corporations Organized Under
The Law of Private Companies Relating to Business Corporations Organized Under
J Ernest Joshua Ernest Smith
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Whenever all the stockholders shall consent in writing to a dissolution, no meeting or notice thereof shall be necessary, but on filing said consent in the office of the secretary of state, he shall forthwith issue a certificate of dissolution, which shall be published as above provided.
See sections 36 and 2)7 post.
Where the dissolution is by unanimous consent of all the stockholders, affidavit of publication is apparently not expressly required to be filed with the secretary of state as a co
...ndition precedent to legal dissolution, but it is the better practice to file such affidavit.
It rests in the judgment of the directors whether the stockholders shall be called together under this section. "It is well settled that the share- holders in a corporation cannot extinguish its charter or dissolve it, and that a court of equity cannot dissolve it at their instance. In the absence of a statutory provision the franchises can be declared forfeited and ex- tinguished only at the suit of the state in an appropriate proceeding at law.


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