any corporation should know the laws as to books both of the parent state and the state in which the principal offices are located and also of the foreign states in which the corporation "does business." The New York law requires that "every foreign stock corporation having an office for the transaction of business in this state, except moneyed and railroad corporations, shall keep therein a book to be known as a stock book, etc." There are penalties for non-compliance in the various states having these provisions, so that a board may save trouble and expense by familiarizing itself with the laws on this subject. PART VIII. DISSOLUTION, CONSOLIDATION, AND REORGANIZATION OF PRIVATE CORPORATIONS AND RENEWAL OF CHARTER. DISSOLUTION, CONSOLIDATION AND REORGANIZATION OF PRIVATE CORPORATIONS AND RENEWAL § 76. 77. 78. OF CHARTER. Dissolution of a Private Corporation. Reorganization of a Private Corporation. 79. Renewal of Charter. 876. DISSOLUTION OF A PRIVATE CORPORATION. There are five ways in which a corporation may cease to exist. If it is created to exist for a given term of years, named in the charter, it dies at the end of that time. Second, the charter may be repealed by the legislature of the state which granted it, if the statute contains a clause, which most statutes do, providing that it may be repealed at any time. Third, the charter may be surrendered voluntarily by the corporation, with the consent of the state. Fourth, the charter may be forfeited for nonuser or for some wrongful act which has been done by the corporation and for which it is called to account by the attorney general of the state. A court decides whether there is a forfeiture. Fifth, when all the members of a corporation die, so there are no stockholders left, it is generally considered that the corporation ceases to exist. This is the law, notwithstanding the fact that the corporation is distinct from its members. The last form of extinction is almost inconceivable in a moneyed corporation with transferrable shares since, when a stockholder dies, his shares pass to his heirs. There is, of course, no such thing as a resignation from a moneyed corporation, and no way for a stockholder to cease to be a stockholder except through a transfer of his stock or the death of the corporation. Whether a consolidation of two companies effects a dissolution depends upon the terms of the statute under which the consolidation is effected. One corporation may absorb another by purchasing, under statutory authority, all the shares, franchises, and properties of another corporation, and this may work a practical dissolution of the selling corporation. A corporation is not dissolved by a sale and assignment of all its corporate property; by discontinuing business; by failure to elect officers and directors; by the acquisition by one person of all the stock; nor by insolvency. Many corporations are not successful, and fail in their purpose. Having neither sufficient property or debts to make a formal dissolution necessary, they are simply abandoned by their officers and stockholders. Unless the charter is caused to be forfeited by the state, the corporation is not dissolved till the time limit expires. Failure to pay taxes due to the state is cause for forfeiture of charter. An inactive corporation may be revived at any time under such a running charter by paying delinquent taxes and other debts. Sometimes persons intending to carry on the same line of business as that authorized under a charter owned by an inactive corporation will buy the stock of the inactive corporation at a nominal price, which is less, usually, than it would take to buy a new charter, and will conduct their business under that charter's authority. Care must be exercised that they are not thereby acquiring liabilities of which they had no knowledge. When a corporation becomes insolvent, proper legal proceedings may bring about the appointment of a receiver, who will settle the affairs of the corporation and usually dissolve it. Voluntary dissolution may be brought about by vote of a given fraction (usually two-thirds) or all of the stockholders of a corporation, according to statutory provisions. In the absence of statutory provisions, a dissolution may usually be brought about by consent of a majority of the stockholders and a decree of a court of competent jurisdiction; or it may certainly be brought about by consent of all the stockholders. Most states give the procedure for bringing about voluntary dissolution, and this procedure should be carefully followed so that all the stock |