its name [Curtiss v. Murry, 26 Cal. 633], "though the misnomer of a corporation in any written instrument does not invalidate the instrument, if it can be reasonably ascertained from it what corporation is intended." [C. C. 357.] Construing this section the Supreme Court has said it means that "misnomer which does not deceive is immaterial" [Underhill v. Santa Barbara, 93 Cal. 300; 28 Pac. 1049], and accordingly a bequest to the "Old Ladies' Home" was held a valid bequest to "The Sisters of Mercy," the real name of the corporation. Very often the officers of a corporation use an abbreviation of its name under which to do business. It has been held that this is not a usurpation and will not support any action for a forefeiture on the part of the state [People v. Bogart, 45 Cal. 73]; the decision in Lake Co. v. S. B. Q. M. Co., 66 Cal. 17 that taxes assessed to a corporation under an abbreviation of its name are not validly assessed or collectible, is decided solely on an interpretation of the tax laws of the state.

Until this year, incorporators had free choice in the selection of a name for the corporation; indeed Judge Hoffman once declared obiter dictum [Hyde v. Doe, 4 Sawyer 133]: "I am not aware of any legal obstacle to the formation by the same persons and even under the same name, of as many corporations as they may desire." The legislature has now abridged this liberty of choice by

providing 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 time of filing said articles, which articles set forth a name so closely resembling the name of such corporation as will tend to deceive." C. C. 296.

SECTION 6.--CHANGE OF NAME.

corpo

was

Change of name confers no new rate powers or franchises, as the name given by the corporators, not by the legislature, and the giving of it was not a legislative act. Matter of La Societe Francaise, etc., 123 Cal. 525; 56 Pac. 458.

Prior to the adoption of the constitution of 1879, the name of a corporation could be changed by a special act of the legislature, and the validity of such a special act was upheld in Pacific Bank v. De Ro, 37 Cal. 538, the court saying, "the changing the name is not the creation of a corporation and so can be done by special act." The present constitution [Art. IV, Sec. 25, Subd. 6] enacts that the legislature shall not pass local or special laws "changing the names of persons places." Whether or not the word "person" here includes corporations is unnecessary to decide, because provision for the change of

or

name by corporations is made in the Code of Civil Procedure, section 1276, and this section covers all corporations. Matter of La Societe Francaise, 123 Cal. 525, 56 Pac. 458.

The procedure for changing name is as follows: Any corporation may, by petition, apply to the superior court of the county in which its articles of incorporation were originally filed, or in which the property of such corporation is situated, for a change of its corporate name. Such a petition must be signed by a majority of the directors or trustees of the corporation, and must specify the date of the formation of the corporation, its present name, the name proposed, and the reason for such change of name. Upon filing such petition on behalf of such corporation, the same proceedings may be had as upon application for changes of names of natural persons. C. C. P. 1276.

SECTION 7-SEAL.

That a corporation "has power to make and use a common seal and alter the same at pleasure" was provided in the general corporation laws of 1850 [Stats. p. 347] and 1853 [Stats. p. 87 Cal. 92] and has remained on the statute books ever since, being now embodied in section 354 of the Civil Code. Many, if not most, corporations have a corporate seal, but the necessity for it is not apparent, and the only effect of the use of it is to afford a presumption of the regular execution of the instrument to which it is affixed. [See Chap.

VII, post.] In Smith v. Eureka Flour Mills Co., 6 Cal. 1, decided in 1856, the court said "that corporations, by the policy of this state, can contract without using a corporate seal." This was announced before the adoption of the codes in 1872 abolishing the distinction between sealed and unsealed instruments, [C. C. 1629] and what was true then, appears to be equally true now, despite the dictum in Richardson v. Scott R. W. Y. Co., 22 Cal. 150, (1863) "that a corporation can only convey realty under corporate seal. This dictum stands alone. A diligent search nas failed to find anything in the law of corporations' or of conveyancing in force at that time, which will support it and it has not served as a precedent for any subsequent California case. There would thus seem to be no doubt but that the law today is as stated in Smith v. Eureka Mills Co., supra. An intimation to this effect is contained in Grieg v. Riordan, 99 Cal. 316, 33 Pac. 913.

SECTION 8-RESIDENCE.

Where is a corporation's "residence?" There has never been a statute in this state answering the question, but the Supreme Court early laid down the rule [Jenkins v. Cal. Stage Co., 22 Cal. 538] that a corporation's residence is at the place where its principal business is to be transacted, as set forth in its articles of incorporation. [C. C. 290 subd. 3.] This rule was

1.

Stats. 1850 p. 347; 1853 pp. 92, 140, 176; 1854 p. 58; 1858 pp. 57, 264; 1859 p. 87.

2. Stats. 1850 p. 249; 1855 p. 171; 1860 p. 357; 1861 p. 531; 1862 p. 578.

badly shaken by two cases decided in 1884. The first of these, California Southern R. R. v. So. Pac. Co., 65 Cal. 394, came to the Supreme Court as an appeal from an order refusing to change the place of trial. The corporation's principal place of business, according to its articles of incorporation, was San Francisco, while the suit was begun in San Diego county. In denying the appeal-which denial, however, was based on other grounds-the court took occasion to say "we are not satisfied with Jenkins v. California Stage Co., 22 Cal. 538. There is no law at present in California defining what is the place of residence of a corporation." In the second case, Thomas v. Placerville G. Q. M. Co., 65 Cal, 600, occurs the following: "The rule of Jenkins V. California Stage Co., 22 Cal. 538, that 'residence' means 'principal place of business' is a rule of construction applicable only to domestic corporations; it means that the principal place of business mentioned in its articles of incorporation is its residence." Three years later, in Cohn v. Central Pac. R. R. Co., 71 Cal. 488, 12 Pac. 498, the court reversed itself, expressing unqualified approval of the rule of the Jenkins case, and saying that the dictum in the California Southern Railroad case, supra,is not to be followed, but that the true rule is that the "residence" at which a corporation is to be sued is its principal place of business. Though nothing is said about the point in the case, it is to be noted that the defendant therein was a foreign corporation and the