Fraudulent Organization.—A company may sue its organizers where the real price paid is less than that represented to the stockholders. Pittsburg Co. v. Spooner, 42 N. W. 259; 17 Am. St. R. 149. Acts of directors distinguished from acts of the company.— Summerlin v. Fronteriza Co. 41 Fed. 249. Bona fide holder of stock issued on over valuation not liable to creditors.-Du Pont v. Tilden, 42 Fed. 87. Reorganization.-Where a new company is formed with same stockholders or other like suspicious incidents it is but a successor and liable for the debts and covenants of the old one.-Higgins v. California Co. 55 Pac. 155. Agent. The President and Secretary alone have no right to appoint a general agent.-Johnson v. Sage, 44 Pac. 641. Miscellaneous Rulings.-Incorporators are liable for preliminary expenses.-Hersey v. Tully, 44 Pac. 854; See Hecla Co. v. O'Neill, 19 N. Y. Sup. 592; Winters v. Hub Co. 57 Fed. 287. Distinction between de facto and de jure director.-Rozecrans Co. v. Morey, 43 Pac. 585. Instances where officers or stockholders may recover for services on a quantum meruit.—Severson v. Bimetallic Co. 44 Pac. 79; Felton v. West Co. 40 Pac. 70; Ruby Co. v. Prentice, 52 Pac. 210. Dissolution-Renewal.-By Act of 1891 (Acts p. 95) provision is made for the dissolution of solvent corporations desiring to go out of business, by publication and filing of notices, without judicial action thereon. By Act of 1899 (p. 202) provision is made for renewal of charter about to expire. For consideration of the rights of stockholders when the company has quit business and has no known Board of Directors, see Tennessee Co. v. Ayers, 43 S. W. 744. FOREIGN CORPORATIONS. A corporation has no recognized existence except by comity outside of the State of its organization. It is, however, always allowed to do business elsewhere by complying with certain statutory conditions for the protection of local creditors, such conditions usually including that it file a copy of its Articles with the Secretary of State and with the County Recorder of the place where it is intended to carry on its mining operations or other principal business, and that it designate a local agent upon whom process may be served. Such conditions for the State of Colorado are that it make and file duplicate certificates, signed by the President and Secretary, duly acknowledged, of which the following is a correct form: STATE OF NEW YORK, SS. County of New York, It is Hereby Certified, That the Remonetized Silver Mining Company, a corporation organized under the laws of said State, doth hereby designate that the "principal place where the business of such corporation shall be carried on in the State of Colorado," is Central City, in the County of Gilpin, State of Colorado, and that B. J. Smith, residing at said principal place of business, is the authorized agent of said company, upon whom process may be served. Witness the corporate name and seal of said company, and the signatures of its President and Secretary, this first day of February, A. D. 1900. [SEAL.] REMONETIZED SILVER MINING COMPANY, STATE OF NEW YORK, SS. I, Herbert E. Dickson (195 Broadway), Commissioner of Deeds of the State of Colorado, duly commissioned and sworn, in and for said County, do hereby certify that John K. Creevey, President, and Clarence Cary, Secretary of the within named Corporation, who are personally known to me to be such President and Secretary of said Corporation, personally appeared before me this day, and acknowledged the within Instrument (in duplicate) to be their free and voluntary act and deed, and the free and voluntary act and deed of said Corporation. Witness my hand and official seal this first day of February, .A. D. 1900. Herbert E. Dickson, Commissioner for Colorado. [SEAL.] One copy of the above instrument must be filed with the Secretary of State, and one in the office of the Recorder of the proper county. A similar form, not naming the agent, but designating him in general terms, was held sufficient in Goodwin v. Colorado Co. 110 U. S. 1. M. A. S. Sec. 499, requiring the above certificates, has been construed as mandatory, and it is intimated that the acquisition of real estate is doing business within the meaning of the section; but it does not pre-· vent the company resisting a trespass by maintaining suit at law. Utley v. Clark-Gardner Co. 4 M. R. 39; In re Comstock, 3 Saw. 223. But a single act of business will not bring the company within the requirements of the Act.-Colo. Iron Works v. Sierra Grande Co. 15 Colo. 499; Cooper Co. v. Ferguson, 113 U. S. 727. And where the matter has been at first neglected and yet complied with before the suing out of a quo warranto, or other inquisition, or at least before adverse rights have accrued, the final compliance would doubtless be considered as having a retroactive effect in a manner analogous to the case of naturalization. See p. 257. The same section declares that all foreign corporations shall be subject to all the liabilities, restrictions and duties which are or may be imposed upon corporations of like character organized under the general laws of this State and shall have no other or greater power;"' forbids the purchase or holding of real estate by foreign corporations except as provided for in such Act and prohibits any mortgage or other preference to foreign, to the exclusion of domestic, creditors, postponing any such mortgage until all domestic debts at the date of its record shall have been paid. An amendment (1893 p. 88) adds provisions for notice of intended mortgage, requiring creditors to prove their claims or be cut out by such mortgage. Copy of Articles.-Foreign corporations are further required (500) to file a copy of their charter in the office of the Secretary of the State of Colorado; or if “incorporated by certificate under any general incorporation law, a copy of such certificate and of such general incorporation law duly certified and authorized by the proper authority of such foreign State, Kingdom or Territory." These papers are not required to be filed with the County Recorder. 66 The proper authority" alluded to would be in general the Secretary of the State where organized. Upon failure to comply with the requirements of either section every officer, agent and stockholder is made personally responsible on all contracts made while the company remains in default.- 501. And this seems to be the practical effect of the Act, making the penalty a personal one, and the title will pass to and out of such a corporation by proper deeds notwithstanding its failure to comply with these statutes. -Fritts v. Palmer, 132 U. S. 282. By Act of 1891 the reorganization or liquidation of foreign companies to the prejudice of local shareholders is attempted to be prohibited. Acts p. 99. Filing Fee.-Foreign corporations are charged the same filing fee as domestic (p. 271) and the Act of April 13, 1897, provides for like fee in cases where they increase their capital stock and do not file in this State a certificate of such increase; and provides also for proceedings by the Secretary of State to compel payment of the fee, and for quo warranto proceedings. Domestic Charter Preferable. The provisions of the above and like sections in other states, together with the fact that a foreign corporation is liable to attachment as a non-resident in many cases where a defendant; and must file special security for costs where a plaintiff, renders à domestic organization preferable in most cases. Domestic Organization by Non-Residents.-The Corporation Law of Colorado does not in terms require the organizing associates to be citizens or residents; and although a domestic organization composed entirely or substantially of non-residents would be practically in some respects a foreign corporation, yet its validity, at least when collaterally attacked, seems to be conceded in the case of Humphreys v. Mooney, 5 Colo. 282. INDIAN RESERVATION. An Indian reservation is not a part of the public domain open to exploration or occupation, and a valid mining location cannot be made upon it.-French v. Lancaster, 47 N. W. 395. Nor can both parties waive the point.-Id. An attempted location made before the extinguishment of the Indian title must yield to one made after its purchase.-Kendall v. San Juan M. Co. 9 Colo. 349. But in Noonan v. Caledonia M. Co. 121 U. S. 393, the Supreme Court of the United States have ruled that on the cession of the reservation the claim becomes valid. This case was followed by the affirmance of the Kendall case above cited (144 U. S. 658) where the court adjudge that the original location, although not valid, might have been made good by record in the nature of a relocation within the same period of time after the opening of the reserve, as is allowed to record from the date of a discovery. This not having been done an intervening locator who entered after the opening of the reservation was held to have the elder and better title. A claim within the reservation cannot be patented. -Copp. M. L. 253. And the location of scrip thereon is void.-U. S. v. Carpenter, 111 U. S. 347. |