may be levied upon, seized and sold to satisfy such judgment with like force and effect as though such forfeiture had not occurred. § 4. In effect when. This act shall take effect and be in force June 30, 1914, at 12 o'clock M. Dissolution of corporation, powers and duties of directors after: See Civil Code, § 400. This act is constitutional: Kaiser v. Curry, 155 Cal. 638, 103 Pac. 341; Lewis v. Curry, 156 Cal. 93, 103 Pac. 493. The case of Mulford v. Curry, 169 Cal. 1, 145 Pac. 506, holding the act unconstitutional is no longer to be regarded as authority: See Pick v. Jordan, 169 Cal. 1, 145 Pac. 506. ACT 1741. An act relating to corporations and to the issue of shares by them without a nominal or par value. [Approved May 29, 1917. Repealed 1923; Stats. ACT 1742. Stats. 1917, p. 1321. In effect July 28, 1917.] 1923, p. 624. See Civil Code, § 290b et seq. An act to provide for and regulate the issuance of stock without nominal or par value by public utility corporations now existing or hereafter organized. [Approved May 31, 1917. Stats. 1917, p. 1367. In effect July 30, 1917.] See Civil Code, § 290b et seq. § 1. Issuance of shares without nominal or par value by public utility corporation. § 2. Resolution to issue shares. § 3. § 4. § 5. articles of incorporation. Ratification by stockholders. Amended Outstanding shares with par value. § 1. Issuance of shares without nominal or par value by public utility corporation. Any public utility corporation as defined in the "public utilities act" hereafter organized may, if so provided in its articles of incorporation, issue shares of stock without nominal or par value. Such articles of incorporation shall set forth, in lieu of setting forth the amount of its capital stock and the par value thereof, the number of shares into which its capital stock is divided, and shall state that all such shares are without nominal or par value; or such articles of incorporation shall set forth, in addition to setting forth the amount of its capital stock and the par value thereof, a provision for the conversion or exchange of shares having a nominal or par value at any time outstanding for shares without nominal or par value. In all other respects such articles shall set forth the matters and things specified in section two hundred ninety of the Civil Code. Any such corporation may, in common with other corporations formed for profit, by its articles of incorporation provide for the classification of its shares of capital stock into preferred and common shares. § 2. Resolution to issue shares. Ratification by stockholders. Amended articles of incorporation. Any public utility corporation now or hereafter organized which shall not be authorized by its articles of incorporation to issue shares of stock without nominal or par value, but which desires to issue shares without nominal or par value, may do so by a resolution of its board of directors, passed and adopted at any regular or special meeting, and ratified by the vote of stockholders representing at least two-thirds of its subscribed or issued capital stock at a meeting called for that purpose, or by the written assent of stockholders representing at least two-thirds of its subscribed or issued capital stock filed with the secretary. Such resolution shall specify that such corporation proposes to divide its capital stock into shares without nominal or par value and to issue such shares of stock then outstanding; such resolution shall also set forth the number of shares into which its capital stock shall be divided, how many of said shares, if any, shall be preferred shares, the terms of preference of any preferred shares, and the basis of exchange of such shares for the shares of stock then outstanding; provided, however, that no such resolution shall be valid which sets forth a basis of exchange which, if carried out, would give to the holders of any class of outstanding stock shares evidencing a less proportionate interest in the capital stock or earnings of the corporation than the outstanding shares of stock held by them, unless such resolution is ratified by the unanimous vote or written assent of the holders of all the outstanding stock of the class prejudicially affected, but with such ratification such resolution shall be valid. Ratification by stockholders. Upon the ratification of such resolution by the stockholders by vote or written assent as aforesaid, the board of directors of said corporation shall, without further assent or vote of the stockholders, cause to be prepared amended articles of incorporation setting forth the number of shares into which its capital stock is divided and the fact that such shares are without nominal or par value, the number of shares, if any, to which preference is granted, and the nature and extent of such preference. Amended articles of incorporation. Such amended articles, certified to as correct by the president and secretary and a majority of the directors under the seal of said corporation shall be filed in the office of the county clerk of the county in which the original articles of incorporation were filed, and a copy of such amended articles of incorporation certified by such county clerk, shall be filed in the office of the secretary of state. A copy of such amended articles, certified by the secretary of state, shall be filed in the office of the county clerk of every county in which such corporation has or holds real property, except only the county in which the original articles were filed. From and after the filing of such certified copy of such amended articles of incorporation in the office of the secretary of state, all outstanding shares of capital stock shall be deemed shares without nominal or par value. Upon the surrender of all or any certificates representing such outstanding shares, the corporation shall issue to the holder or holders thereof a certificate or certificates representing the number and kind of shares without nominal or par value to which such holder or holders may be entitled, but whether or not such surrender is made, all outstanding shares shall, for all purposes, be regarded as representing the number and kind of shares without nominal or par value to which the holder or holders thereof may be entitled. § 3. Outstanding shares with par value. No such corporation shall at any time have outstanding shares of stock having a nominal or par value and at the same time have outstanding shares of stock without nominal or par value. § 4. When shares deemed to be of par value. For the purpose of determining the amount of money payable to the secretary of state for filing articles of incorporation, and for the purpose of determining the vote of the stockholders upon the question of the increase of the stock or bonded indebtedness of such corporation, but for no other purpose, such shares shall be deemed to be of the par value of one hundred dollars each. The words "capital stock" and "amount of capital stock" as used in existing laws shall, for the purpose of making such laws applicable to corporations having stock without nominal or par value, be construed in the case of such corporations to mean the aggregate number of shares of stock without nominal or par value. Except as in this act otherwise provided, all provisions of law relating to stock having a par value, so far as the same may be legally, necessarily or practically applicable, shall apply to and govern stock without nominal or par value. § 5. Consent of railroad commission. No public utility as defined in the public utilities act may issue any share of stock without nominal or par value, nor shall any share of stock or any stock certificate outstanding be converted into or deemed to be converted into stock without nominal or par value, without the consent of the railroad commission first having been secured in accordance with the provisions of the public utilities act, and the jurisdiction of the railroad commission with reference to such issue and such conversion of stock shall be in all respects the same as that defined in the public utilities act with reference to the issue by public utilities of stock or stock certificates, and nothing in this act shall be construed to in any way limit the jurisdiction of the railroad commission under the public utilities act over the issue of stock and stock certificates. ACT 1743. An act prescribing terms and conditions upon which corporations may transact business in this state and providing penalties and forfeitures for noncompliance. [Approved May 10, 1915. Stats. 1915, p. 422.] Amended 1. 1917, p. 371; 1921, pp. 606, 638, 766, 1424; 1923, p. 1034. § 1. Foreign corporations must file articles of incorporation. Certified copy filed with county clerk. Fee. Changes. Capital stock affidavit. Service of process. Penalty. Additional penalty. Benefit of law. § 2. Fees. § 3. Annual license. Tax. Determination of tax. tions having no capital stock. Tax on corpora § 3a. Certificate showing names of directors and managers. [Repealed.] § 4. Tax authorizes transaction of business. § 5. License tax for part of year. § 6. Corporations exempt. 3 7. "Corporation license tax exemption board." Protest. Contents. 8. 9. Tax exemption determined before filing articles of incorpora- Notice of time when tax payable. Notice of delinquency. Notice Rights of domestic corporations suspended. Right of foreign Application to restore rights. Payment of additional amount. § 10. § 11. § 12. § 13. No dissolution until tax paid. Restoration of right to do business. Use of new name. Surrender of right to engage in intrastate business. Reacquirement of right. False statement. Moneys paid. Statutes unaffected. Title. § 1. Foreign corporations must file articles of incorporation. Certified copy filed with county clerk. Fee. Changes. Capital stock affidavit. Every corporation organized under the laws of another state, territory, or of a foreign country, which is now doing intrastate business in this state or maintaining an office herein for such purpose, and which has not filed with the secretary of state prior to the day on which this act takes effect the document or documents required by this section, or which shall hereafter do such business in this state or maintain an office herein for such purpose or which shall enter this state for the purpose of doing such business herein, must file in the office of the secretary of state of the state of California a certified copy of its articles of incorporation, or of its charter, or of the statute or statutes, or legislative, or executive, or governmental act or acts creating it, in cases where it has been created by charter, or statute, or legislative, or executive, or governmental act, duly certified by the secretary of state or other officer authorized by the law of the jurisdiction under which such corporation is formed to certify such copy, and must also file a certified copy thereof, duly certified by the secretary of state of this state in the office of the county clerk of the county where its principal place of business in this state is located, and also where such corporation owns any real property. With such certified copy of its articles of incorporation, charter, or legislative, executive or governmental act creating it, such corporation shall also file with the secre tary of state an affidavit sworn to by any officer of such corporation, which shall state the amount of such corporation's authorized capital stock at or within fifteen days prior to such filing. Every such corporation shall pay to the secretary of state for filing in his office such certified copy of its articles of incorporation, or of its charter, or of the statute or statutes, or legislative, or executive, or governmental act or acts creating it, a fee of seventy-five dollars; provided, that foreign corporations organized for educational, religious, scientific or charitable purposes and having no capital stock, and foreign nonprofit corporations shall pay a fee of five dollars for filing the document or documents hereinabove required. Such corporation shall also file any amendment of or change in any of the provisions of its original articles of incorporation, or charter, or of the statute or legislative, executive or governmental act or acts creating it. Capital stock affidavit. Every foreign corporation subject to the tax hereinafter provided shall file with the secretary of state, at the time it tenders payment of said tax and any penalty which has accrued, an affidavit sworn to by any officer showing the amount of its authorized capital stock on the first day of January of the year in which said payment is made and in the event that such authorized capital stock, as shown by such affidavit, differs from the amount of such capital stock as appears from the records of the secretary of state, then the tax hereinafter provided shall be measured by the amount of the capital stock shown in such affidavit. The license hereinafter required shall not be issued nor shall the amount so tendered be accepted until copies of any documents relating to such change in authorized capital stock, certified as required by this section, shall have been filed with the secretary state. Service of process. Designation of representative. Every foreign corporation shall file with the secretary of state a designation of some person residing within this state upon whom process issued by authority of law may be served as the representative, for such purpose, of such corporation. A copy of such designation certified by the secretary of state is sufficient evidence of the appointment of such representative. Such process may be served on the person so designated, or, in the event that no such representative is designated, then on the secretary of state, and such service shall be a valid and binding service on such corporation. Penalty. Every corporation subject to the provisions of this section and every such corporation hereafter becoming subject to the provisions thereof, which shall neglect or fail to file with the secretary of state as herein provided, shall be subject to a fine of not less than five hundred dollars to be recovered in any court of competent jurisdiction; and it is hereby made the duty of the secretary of state and of the state board of equalization, when either may be advised that corporations are doing business in contravention of this section to report the fact to the attorney general of this state, who shall as soon as practicable institute proceedings to recover the fine provided for in this section, and the amount so recovered must be paid into the state treasury to the credit of the general fund of the state and it is hereby made the duty of the district attorney of any county in which any action shall be brought under the provisions of this act, to assist the attorney general in the prosecution thereof. Additional penalty. In addition to the penalty herein provided every contract made by or on behalf of any such foreign corporation affecting the personal liability thereof or relating to property within the state shall be held void on its behalf and on behalf of its assigns, but shall be enforceable against it or them. Benefit of law. Every corporation which complies with the provisions of this section is thereafter entitled to the benefit of the laws of this state limiting the time for the commencement of civil actions, but any corporation created by or under the laws of any foreign state or country and that has not complied with this section is not entitled |