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CORPORATE EXISTENCE.

GENERAL RULES AS TO.
De Facto EXISTENCE.

DE JURE EXISTENCE.
In general.

Legality of corporate existence cannot be attacked collaterally.

Foster v. Hip Lung & Co., 243 Ill. 163.
Roby v. Title Guaranty & T. Co., 166 Ill. 336.

But see 238 Ill. 100. Corporate existence is sufficiently shown by the fact that the defendant signed and delivered a lease to the corporation in its corporate name; even where pleas nul tiel corporation and non est factum are filed.

West Side Auction House Co. v. Conn. Ins. Co., 186 Ill. 156. Corporate existence cannot be raised in condemnation.

Thomas v. St. L. B. & S. Ry. Co., 164 III. 634 (639). Railroad charter and user is sufficient proof of corporate existence in condemnation.

E. St. L. & C. Ry. Co. v. Belleville Ry. Co., 159 I11. 544 (546). Action against corporation in its corporate name admits its legal existence.

Distilling Co. v. People, 156 Ill. 448 (481). Certified copy of Articles of Incorporation may be introduced by the defendant.

Great Western Tel. Co. v. Mears, 154 III. 437. The corporate existence of the plaintiff cannot be raised by motion to dismiss a writ of error, where the defendant in error files no special plea but joins in error.

Kanawsha Dispatch v. Fish, 219 Ill. 236.

A finding by the Appellate Court that a party to an action is not, and never has been a corporation, is a finding of fact, binding on the Supreme Court.

Kanaw sha Dispatch v. Fish, 219 Ill. 236. Corporate existence is not essential to the validity of grant by a city to erect electric lights—when.

McWethy v. Aurora Elec. Light Co., 202 Ill. 218. Use is sufficient proof of corporate existence in criminal action.

Kincaid v. People, 139 III. 213. Fact that final certificate of incorporation is not filed does not make the incorporators partners.

Bushnell v. Con. Ice Machine Co., 138 Ill. 67 (72). The corporate license issued by the Secretary of State determines the term of existence.

Bushnell v. Con. Ice Machine Co., 138 Ill. 67 (71).
The essential factors and elements of a corporation defined.

Snell v. City of Chicago, 133 Ill. 413.
Corporation aggregate defined and its essentials.

Fietsam v. Hay, 122 III. 293. Corporations exist for two years following dissolution to settle up their affairs; but for no other purpose.

St. L. & S. C. & M. Co. v. Sandoval C. & M. Co., 111 Ill. 32.

Life Ass'n of Amer. v. Fassett, 102 Ill. 315. On plea of nul tiel corporation, proof that it is a de facto corporation is sufficient.

Hudson v. Green Hill Seminary, 113 III. 618. What was a sufficient organization of a corporation before 1870 to give the company corporate existence.

McCartney v. C. & E. R. R. Co., 112 Ill. 611. Corporate existence can be questioned only by quo warranto or scire facias; not in mandamus proceedings.

People v. Trustee, 111 111. 171.

The charter and proof of user is sufficient to show corporate existence in condemnation.

P. & P. U. Ry. Co. v. P. & F. Ry. Co., 105 Ill. 110.

(Allman v. H. R. & E. R. R. Co., 88 III. 521 dis.) Corporate existence not in collateral proceeding.

P. & P. U. Ry. Co. v. P. & F. Ry. Co., 105 Ill. 110.

(Allman v. H. R. & E. R. R. Co., 88 Ill. 521 dis.) Whether a corporation is legally organized on the doing of certain acts is a question of law.

Scanlan v. Keith, 102 111. 634. Executing and delivering a note and mortgage to a corporation is evidence of corporate existence; but may be rebutted.

Brown v. Scottish Amer. M. Co., 110 III. 235. Making a corporation a party defendant admits the existence of such corporation.

Elgin Nat. Wach Co. v. Eppenstein, 1 Ill. C. C. R. 602.

De facto.

De facto existence does not excuse directors under Sec. 18— must be de jure.

235 I11. 319.

De facto corporation defined. May be attacked collaterally where no law authorizes the organization of such a company. Real estate corporation.

Imperial Bldg. Co. v. Board of Trade, 238 Ill. 100 (103).
Corporate existence de facto.

238 I11. 100.
230 I11. 341.

231 111. 28. A de facto corporation exists where (1) there is valid law under which the alleged corporation must exist; (2) a bona fide attempt to organize under such law; (3) an apparent com

pliance with such law; (4) user of corporate powers under such law.

Gillette v. Aurora Railways Co., 228 Ill. 261.

Marshall v. Keach, 227 Ill. 35. A de. facto railroad company may exercise the power of eminent domain. The regularity of incorporation cannot be raised on proceedings to condemn.

Gillette v. Aurora Railways Co., 228 Ill. 261. For certain persons to assume the functions of a corporation without attempting to comply with the law does not make them a de facto corporation.

Gillette v. Aurora Railways Co., 228 Ill. 261. What is a de facto corporation and the liability of members.

Gunderson v. III. T. & S. Bank, 199 Ill. 422 (433). The doing of all acts of incorporation except filing final certificate establishes a corporation de facto, if in good faith.

Bushnell v. Con. Ice Machine Co., 138 Ill. 67 (73). Corporate existence de facto cannot be attacked collaterally; nor by one who knows the facts.

Bushnell v. Con. Ice Machine Co., 138 I11. 67 (74). Proof that a corporation exists de facto is prima facie sufficient in trial for embezzlement of corporate employe.

Kossakowski v. People, 177 Ill. 563. Charter and user are prima facie proof of corporate existence, de facto.

St. L. A. & T. H. Ry. Co. v. Belleville Ry. Co., 158 Ill. 390 (392). De facto corporations can exist only where the law authorizes corporations for the purposes of their organization.

Amer. L. & T. Co. v. M. & N. W. R. R. Co., 157 III. 641 (652).

De jure.

The recording of the final certificate of incorporation is essential to organize de jure, but does not bar the enforcement of contract by the corporation, where all other acts required by law have been done. It is a de facto corporation.

Marshall v. Keach, 227 Ill. 35. A de jure corporation exists where all the mandatory requirements of the Statutes have been complied with. That merely directory provisions have been violated does not change the corporation from one de jure to one de facto.

Butler Paper Co. v. Cleveland, 220 Ill. 128. Failure to mail notice of the first meeting of stockholders under Section 3 of the Corporation Act does not defeat de jure organization, such provision being merely directory, although the word “shall” is used. (Distinguishing Loverin v. McLaughlin, 161 I11. 417.) The subscribing stockholders must, however, be given notice, or be shown to have had notice of such meeting; or may meet, voluntarily, and waive notice.

Butler Paper Co. v. Cleveland, 220 III. 128. The provision of the Corporation Statute requiring the certificate of corporate organization to be filed with the County Recorder is mandatory and must be complied with before a corporation de jure exists.

Butler Paper Co. v. Cleveland, 220 Ill. 228 (133-4). Recording with the County Recorder a copy of the certificate of incorporation renders a corporation fully organized.

Chicago Tel. Co. v. N. W. Tel. Co., 199 111. 324 (342). Corporation de jure does not exist until the certificate of incorporation is duly recorded in the County Recorder's office. (Sec. 4 Corporation Act.)

Edwards v. Armour Packing Co., 190 III. 467. When a de facto corporation will be considered de jure by acquiescence.

People v. Pullman Car Co., 175 Ill. 125 (162).

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