Beyond extending the life of a corporation to the full period of fifty years which the incorporators might have secured in their original articles, the legislature has no power of extension. Constitution, Art. XII, Sec. 7.

SEC. 35-WHO CAN OBJECT.

SEC. 36-INVOLUNTARY DISSOLUTION -METHOD.

SEC. 37-CAUSES OF FORFEITURE.

SEC. 38-DEFENSES OR WAIVER OF GROUNDS.

SEC. 39-PARTIES AND PROCEDURE.

SEC. 40-FORM OF JUDGMENT.

SEC. 41-CONTROL OF LIQUIDATION.

SEC. 42-DISPOSITION OF PROPERTY.

SEC. 43-EFFECT OF EXPIRATION OF TERM OF EXIST

ENCE.

SECTION 33-DISSOLUTION IN GENERAL.

No charter was ever grantable in California that could not be altered from time to time, or repealed. [Const. 1849, Art. IV, Sec. 31; Const. 1879, Art. XII, Sec. 1.] The power of the legislature to take away the franchise of being a corporation is plenary, subject only to the further constitutional provision that the legislature can only exercise this power by general laws. If there were no statutes on the subject, a corporation could, on surrender of its franchise and transfer of all its property, declare itself dissolved and it would be dissolved [People v. College of Cal., 38 Cal. 166]; or after ceasing to do business for an indefi

nite period, the courts could declare that it had abandoned its franchise to be a corporation, and judicially declare it dissolved. But there are statutes in California concerning the dissolution of corporations [C. C. 399], statutes that provide for voluntary and involuntary dissolution, the mode of procedure and the effect of such proceedings, which statutes are expressly declared to be applicable to all corporations, unless specially excepted. [C. C. 403.] There are thus the formal requisites of dissolution, just as there are the formal requisites of creation, and similarly they are exclusive. A corporation cannot be dissolved in any way, other than as provided in the codes [People v. College of Cal., 38 Cal. 166; Merrill Lodge v. Ellsworth, 78 Cal. 166, 20 Pac. 400]; a corporation cannot dissolve itself in any other way, nor can a court dissolve it in any other way. [Nightingale v. Milwaukee Fur. Co., 71 Fed. 234 per Ross J.] The sale of all its property does not dissolve the corporation [Miner's Ditch Co. v. Zellerbach, 37 Cal. 543; Sullivan v. Triunfo, etc. Co., 39 Cal. 459], nor the division of any or all its property among its members [Kohl v. Lilienthal, 81 Cal. 372, 22 Pac. 689]; there are other penalties for that [C. C. 309, Chap. XIV, post]; nor does the happening of those events, which are a cause of forfeiture, dissolve the corporation. "A court cannot treat it as already dissolved, because its condition or business arrangements are such that it will be necessary r proper for it (or others) to institute proceed

ings for its dissolution." [Sullivan v. Triunfo, etc. Co., 39 Cal. 459.] Until the formal requisites for dissolution are complied with, its corporate life does not cease. People. Los Angeles etc. Co., 91 Cal. 338, 27 Pac. 673.

SECTION 34-VOLUNTARY DISSOLUTION--HOW

ACCOMPLISHED.

Any corporation may be dissolved by the Superior Court of the county where its principal place of business is situuted, upon its voluntary application for that purpose. [C. C. P. 1227.] The application must be in writing and must set forth: (1) That at a meeting of the stockholders or members called for that purpose, the dissolution of the corporation was resolved upon by a vote of two-thirds of the members or of the holders of two-thirds of the subscribed capital stock; (2) that all claims and demands against the corporation have been satisfied and discharged. [C. C. P. 1228.] The application must be signed by a majority of the board of trustees, directors, or other officers having the management of the affairs of the corporation, and must be verified in the same way as a complaint in a civil action. C. C. P. 1229.

Upon filing the application, the clerk must give notice of the same for such time as the court may order, but not less than thirty nor more than fifty days, by publication in some newspaper published in the county; and if there is none such, then by notices posted in

three of the principal public places in the county. C. C. P. 1230.

After the time for publication has expired, the court may, upon five days' notice to the persons who have filed objections or without further notice, if no objections have been filed, proceed to hear and determine the application, and if all the statements therein made are shown to be true, must declare the corporation dissolved. [C. C. P. 1232.] From the judgment thus given, an appeal may be taken to the Supreme Court, as from other judgments of the Superior Court; the judgment roll consisting of the application, notices, and proof of publication, objections (if there be any) and declaration of dissolution. P. 1233.

SECTION 35-WHO CAN OBJECT.

C. C.

At any time before the expiration of the time of publication (see preceding section) any person may file his objections to the application. [C. C. P. 1231.] Any creditor can, therefore, prevent voluntary dissolution, because he can deny the allegation that all its claims and demands have been paid, which fact is a prerequisite to such a judgment. C. C. P. 1228, 1232.

These sections, regulating the mode of voluntary dissolution have never been construed by the Supreme Court, other than to say they are exclusive. See section 34, supra.