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Certain corporations to file affidavit, showing what.

§ 290a. Before the secretary of state issues any certificate of incorporation or certificate of authority to transact business in this state, to any corporation, authorized in its articles of incorporation to act as executor, administrator, guardian, assignee, receiver, depositary or trustee, there must be filed in his office the affidavit of the persons named in said articles as the first directors of the corporation, that at least two hundred thousand dollars of the capital stock, has actually been subscribed, and paid in to a person named in such affidavit, for the benefit of the corporation and before he issues any certificate of incorporation, or certificate of authority to transact business in this state, to any corporation, authorized in its articles of incorporation to engage in the business of banking, or of receiving the money of others on deposit, there must in like manner be filed the affidavit provided herein that at least twenty-five thousand dollars of the capital stock, has actually been subscribed, and paid in to a person named in such affidavit, for the benefit of the corporation.

Amended March 13, 1909; stats. 1909, p. 300; in effect in sixty days.

See note to sec. 2902, post.

Corporations not to use the word "trust" in corporate name unless authorized.

§ 2902. No corporation hereafter formed shall use the word "trust" or "trustee" as a part of its corporate name unless it shall be authorized by its articles of incorporation to act as executor, administrator, guardian, assignee, receiver, depositary or trustee, nor shall any corporation hereafter formed accept or execute any trust unless it shall have complied with all the provisions of "An act authorizing certain corporations to act as executor, and in other capacities, and to provide for and regulate the administration of trusts by such corporation," approved April 6th, 1891, and the amendment thereto approved April 1st, 1897.

Enacted March 18, 1905; stats. 1905, p. 251.

NOTE.- 2902. See Appendix for act of April 6, 1891, authorizing certain corporations to act as executors, etc., under heading "Executors."

Certain corporations to state further facts in articles.

§ 291. The articles of incorporation of any railroad, wagon road, or telegraph organization must also state:

1. The kind of road or telegraph intended to be constructed; 2. The place from and to which it is intended to be run, and all the intermediate branches;

3. The estimated length of the road or telegraph line;

4. That at least ten per cent of the capital stock subscribed has been paid in to the treasurer of the intended corporation. Enacted March 21, 1872.

142 Cal. 227; 2 Cal. App. 553, 555, 557. Prerequisites: §§ 293, 294, 295, Civ. C.

Articles, how subscribed and acknowledged.

§ 292. The articles of incorporation must be subscribed by three or more persons, a majority of whom must be residents of this state, and acknowledged by each before some officer authorized to take and certify acknowledgments or conveyances of real property.

Amended March 20, 1905; stats. 1905, p. 503.

97 Cal. 278; 128 Cal. 260; 130 Cal: 39.

Prerequisite to filing articles for certain corporations-Amounts to be subscribed to be fixed.

§ 293.

Each intended corporation named in section two hundred and ninety-one, before filing articles of incorporation, must have actually subscribed to its capital stock, for each mile of the contemplated work, the following amounts, to wit:

1. One thousand dollars per mile of railroads;

2. One hundred dollars per mile of telegraph lines; 3. Three hundred dollars per mile of wagon roads. Enacted March 21, 1872.

53 Cal. 128; 2 Cal. App. 550.

Prerequisite to filing articles of incorporation for railroad, telegraph, and wagon road corporations.

§ 294. Before the articles of incorporation of any corporation referred to in the preceding section are filed, there must be paid, for the benefit of the corporation, to a treasurer elected by the subscribers, ten per cent of the amount subscribed.

Enacted March 21, 1872.

2 Cal. App. 550.

Oath of officer to subscription of stock and payment of ten per cent in case of such corporations.

§ 295. Before the secretary of state issues to any such corporation a certificate of the filing of articles of incorporation, there must be filed in his office an affidavit of the president, secretary, or treasurer named in the articles, that the required amount of the capital stock thereof has been actually subscribed, and ten per cent thereof actually paid to a treasurer for the benefit of the corporation.

Enacted March 21, 1872.

2 Cal. App. 550.

Signing fictitious name: Pen. C. § 557.

To file articles with county clerk and secretary of state, and receive certificate-Term of existence.

§ 296. Upon filing the articles of incorporation in the office of the county clerk of the county in which the principal business of the company is to be transacted, and a copy thereof certified by the county clerk with the secretary of state, and the affidavit mentioned in the last section where such affidavit is required, the secretary of state must issue to the corporation, over the great seal of the state, a certificate that a copy of the articles containing the required statement of facts has been filed in his office, and thereupon the persons signing the articles and their associates and successors shall be a body politic and corporate by the name stated in the certificate, and for the term of fifty years, unless it is, in the articles of incorporation, otherwise stated, or in this code otherwise specially provided; provided, however, that the secretary of state shall not file any copy of the copy of any articles, or issue any certificate of incorporation to any corporation, which articles set forth the corporate name of any corporation heretofore organized in this state, or file any copy of any articles, or issue any certificate of incorporation to any corporation existing at the time of filing said articles, which articles set forth a name so closely resembling the name of such corporation as will tend to deceive.

Amended March 23, 1901; stats. 1901, p. 629.

72 Cal. 382; 93 Cal. 39; 102 Cal. 62; 111 Cal. 135; 128 Cal. 262; 130 Cal. 38; 142 Cal. 281; 146 Cal. 222; 2 Cal. App. 550.

Filing copy of articles in other counties: Civ. C. § 299.

For fees for filing, etc., in the office of the secretary of state, see section 416 of the Political Code; for fees of county clerks, see Political Code, sec. 4300a.

Certified copy of certificate to be prima facie evidence.

§ 297. A copy of any article of incorporation filed in pursuance of this chapter, and certified by the secretary of state, or by the county clerk of the county where the original articles shall have been filed, must be received in all the courts of this state, and other places, as prima facie evidence of the facts therein stated.

Amended March 8, 1895; stats. 1895, p. 30.

67 Cal. 488; 72 Cal. 382; 2 Cal. App. 555.

Restoration of lost original articles of incorporation.

§ 297a. Whenever the articles of incorporation of any corporation have been, or may hereafter be, destroyed by conflagration or other public calamity, a copy of the certified copy of the articles of incorporation of such corporation filed in the office of the secretary of state pursuant to the provisions of section two hundred and ninety-six of this code, duly certified by such secretary of state, may be filed in the office of the county clerk of the county where such articles of incorporation were on file at the time of their loss or destruction. Any such copy filed pursuant to this section shall have the same force and effect as the document so lost or destroyed.

Enacted June 16, 1906; stats. 1906, p. 83.
See, also, "Certificates," Appendix.

Who are members and who stockholders of a corporation.

§ 298. The owners of shares in a corporation which has a capital stock are called stockholders. If a corporation has no capital stock, the corporators and their successors are called members.

Enacted March 21, 1872.

109 Cal. 588; 115 Cal. 593.

Corporation to file articles in county where it holds property. § 299. No corporation hereafter formed must purchase, locate, or hold property, in any county in this state, other than the county in which its original articles of incorporation are filed,

without filing a copy of the copy of its articles of incorporation filed in the office of the secretary of state, duly certified by such secretary of state, in the office of the county clerk of the county in which such property is situated within sixty days after such purchase or location is made. Every corporation now in existence, whether formed under the provisions of this code or not, must, within ninety days after the passage of this section, file such certified copy of the copy of its articles of incorporation in the office of the county clerk of every county in this State in which it holds any property, except the county where the original articles of incorporation are filed; and if any corporation hereafter acquires any property in a county other than that in which it now holds property, it must, within ninety days thereafter, file with the clerk of such county such certified copy of the copy of its articles of incorporation. The copies filed with the several county clerks, and certified copies thereof, have the same force and effect in evidence as the originals. Any corporation failing to comply with the provisions of this section can not maintain or defend any action or proceeding in relation to such property, its rents, issues, or profits, until such articles of incorporation, and such certified copy of its articles of incorporation, and such certified copy of the copy of its articles of incorporation, are filed at the places directed by the general law and this section; provided, that all corporations are liable in damages for any and all loss that may arise by the failure of such corporation to perform any of the foregoing duties within the time mentioned in this section; and provided further, that the said damages may be recovered in an action brought in any court of this state of competent jurisdiction, by any party or parties suffering the

same.

Amended March 21, 1905; stats. 1905, p. 556.

67 Cal. 487; 73 Cal. 601; 77 Cal. 72; 80 Cal. 69, 335; 83 Cal. 17; 97 Cal. 274; 108 Cal. 90; 111 Cal. 135; 120 Cal. 178; 146 Cal. 649, 651, 652; 147 Cal. 753; 148 Cal. 253; XXXVI Cal. Dec. 330; 2 Cal. App. 556; 6 Cal. App. 548.

NOTE. § 299. The change consists in the insertion of the words "other than the county in which its original articles of incorporation are filed" after "state" in line 2.

Right to purchase estate: Civ. C. § 354.

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