Flat Co., 10 Cal. 342.] The rule thus announced has been on our statute books, in identical words, from the time of the Practice Act (1850), section 29. Service on any other person is not valid and does not bring the corporation within the jurisdiction of the court; thus it has been held that service on the person in possession of its property is bad [Aiken v. Quartz Rock Co., 6 Cal. 187], while service on one who though elected president, had abandoned the business and left the county, but who was never removed, and had not resigned, though the duties of his office were performed by an acting president, was held good. [Eel River N. Co. v. Struver, 41 Cal. 616.] This case contains a dictum that service on the "de facto" president would also have been good.

All the other papers in a suit, required to be served on a corporation, can be served on the same parties on whom the summons must be served. Pacific Coast R. R. Co. v. Superior Court, 79 Cal. 103, 21 Pac. 609.

The sheriff's return that summons was served on "X" as president and "Y" as secretary, without any proof that those persons were such officers, is a prima facie proof of service and sufficient to support a default judgment. Rowe v. Table Mt. Co., 10 Cal. 442.

Where all the officers of a corporation conceal themselves to escape service of an order to show cause in contempt proceedings, the order can be validly served on the attorneys of the corporation so as to bind it. [Golden

Gate, etc. Co. v. Superior Court, 65 Cal. 187, 3 Pac. 628.] Verification of a pleading by a corporation can be made by any officer thereof. C. C. P. 446. In re Close, 106 Cal. 574, 39 Pac. 1067.

SECTION 17-TITLE TO PROPERTY.

In many respects, the most important attribute of a corporation is that the title to its property is in the corporation itself, not in its members, or officers, singly or collectively. [Gashwiler v. Willis, 33 Cal. 11] There is no surer test to determine whether the association is or is not a corporation, than to determine where the title to its property is lodged. If title is in the legal entity, that artificial person is a corporation of some kind. There are a number of interesting cases in California. distinguishing a corporation from its members in regard to the ownership and possession of the corporate property. Merrill Lodge v. Ellsworth, 78 Cal. 166, 20 Pac. 400, is an application on the part of the lodge, duly incorporated under the laws of California, to restrain defendant, an agent of the national order of which the lodge is a member, from taking possession of its property. The constitution of the national order provides that upon the happening of certain events, the lodge is dissolved and that its property reverts to the order. The events named happened and defendant attempted to get possession of the lodge property. In granting plaintiff's demand for an injunction, the court said:

"Plaintiff being a corporation, title to its property and the right to possession is in plaintiff; the laws of California alone can dissolve it, and the charter of the national order has no bearing or effect whatever to declare the corporation dissolved. Until dissolved by law, the corporation can only act by law through its own officers, who are also entitled to possession and control of its property." Gashwiler v. Willis, 33 Cal. 11, a leading case, declares that the stockholders are not owners of the corporation's property and so cannot convey it away, nor can they authorize anyone to do it for them, even though such agent or agents be members of the board of directors. One who has conveyed land to a corporation, though he be a stockholder therein, has no legal estate in the lands so conveyed, either as an individual or as a stockholder [Clark v. San Francisco, 53 Cal. 306], even if the corporation be a mere naked entity, that has never done any business and never issued any stock. Shorb v. Beaudry, 56 Cal. 446.

SECTION 18-SAME.

In Gorham v. Gilson, 28 Cal. 480, the complaint alleges that plaintiff and defendant are the sole stockholders, that defendant by fraud. has succeeded in having a mortgage on the corporation's property (a mine) foreclosed and has bought it in for himself and has made great profits out of it since, all of which was done by deceiving plaintiff, who now demands that defendant convey to him a one

half interest in the property and account for one-half the profits. The court held that this complaint did not state a cause of action; that it proceeds on the theory that defendant is a trustee of the property for the plaintiff, which theory is wrong. Defendant got the property from the corporation, and if he holds as trustee at all, it is for the corporation not for plaintiff. McCormick v. Springfield Fire & M. Ins. Co., 66 Cal. 361, 5 Pac. 617, holds "that a stockholder cannot recover on an insurance policy, taken out by him on the goods of the corporation, in which he describes himself as the sole, absolute and unconditional owner, and which policy contains a clause making it void if the assured was not the sole, absolute and unconditional owner; only the corporation was that." [It is to be noted that this case does not mean to declare anything as to whether a stockholder has any insurable interest in the corporate property.]

Nor has a stockholder any vendible interest in the "good will" of the corporation or of its business. Merchants' Ad. Sign Co. v. Sterling, 124 Cal. 429, 57 Pac. 468.

The power of a corporation to purchase, hold and alienate real and personal property [C. C. 354, sub. 9] will be discussed in a subsequent chapter. See Chap. VII, post.

CHAPTER III.

CREATION.

SEC. 19-BY GENERAL LAW.

SEC. 20-SAME.

SEC. 21-NO STATE AID.

SEC. 22-FORMAL REQUISITES.

SEC. 23-SUBSTANTIAL COMPLIANCE NECESSARY.
SEC. 24-PROOF OF INCORPORATION.

SEC. 25-DEFECTIVE INCORPORATION.

SECTION 19-BY GENERAL LAW.

The constitution of 1849 provided "that corporations may be formed under general laws, but shall not be created by special act" [Const. 1849, Art. IV, Sec. 31], and the same words are used in the present constitution. [Art. XII, Sec. 1.] Manifestly, this provision is not self-executing. At the first session of the legislature in 1850, a general act for the creation of corporations was passed, which act was repealed in part and supplemented by the act of 1853, which in turn gave way in 1872 to the provisions for incorporation contained in the codes. How far corporations created before the adoption of the codes were affected by them will be discussed in the next chapter on legislative control.

The first great question to arise in interpreting the foregoing constitutional restriction