tion to con

Sec. 2. Every such application shall contain a statement of the What petireasons which induce the applicants to desire the dissolution of tain. the corporation, and there shall be annexed thereto :

First. A full, just and true inventory of all the estate, both real and personal in law and equity of such corporation, and of all the books, vouchers and securities relating thereto.

Second. A full, just and true account of the capital stock of such corporation, specifying the names of the stockholders, their residences, when known, the number of shares belonging to each, the amount paid in upon such shares respectively, and the amount still due thereon.

Third. A statement of all incumbrances on the property of such corporation, by judgment, mortgage, pledge or otherwise.

Fourth. A full and true account of all the creditors of such corporation, and of all engagements entered into by such corporation, which may not have been fully satisfied or cancelled, specifying the place of residence of each creditor, and of every person to whom such engagements were made, if known, and if not known, the fact to be so stated; the sum owing to each creditor, the nature of each debt or demand, and the true cause and consideration of such indebtedness, in each case.

be annexed

Sec. 3. To every such petition, there shall also be annexed an Affidavit to affidavit of the applicants that the facts stated in such application, to petition. and the accounts, inventories and statements contained therein or annexed thereto, are just and true, so far as such applicants respectively know, or have the means of knowing.

show cause

tion should

solved.

Sec. 4. Upon such petition, accounts, inventories and affidavits Order to being filed, an order shall be entered requiring all persons inter- why corporaested in such corporation to show cause, if any they have, why not be dissuch corporation should not be dissolved, before some master of the court to be named in such order, at some time and place therein to be specified, not less than three months from the date thereof.

of to be pub

Sec. 5. Notice of the contents of such order shall be published Notice thereonce in each week, for three weeks successively, in the state lished. paper, and in a newspaper published in the county where the principal place of conducting the business of such corporation shall be situated, if any there be.

Master to

of parties,

Sec. 6. On the day appointed in such order, such master shall hear proofs proceed to hear the allegations and proofs of the parties, and shall, and report to

court.

May have use of origi

with all convenient speed, report the same to the court, with a statement of the property, effects, debts, credits and engagements of such corporation, and of all other matters and things pertaining to the affairs of such corporation.

Sec. 7. Such master shall be entitled to the use of the original nal petition. petition and schedules annexed thereto, if he require the same, by an order on the clerk or officer of the court with whom they may be deposited, and shall return the same, with his report.

When decree to be entered

corporation

ing receivers.

Sec. 8. Upon the coming in of the report of the master, if it dissolving shall appear to the court that such corporation is insolvent, or and appoint that for any reason, a dissolution thereof will be beneficial to the stockholders, and not injurious to the public interest, a decree shall be entered dissolving such corporation, and appointing one or more receivers of its estate and effects, and such corporation shall thereupon be dissolved, and shall cease to exist.

Officers or stockholders

may be ap

pointed re

ceivers; to

give security.

Estate of corporation ves

ers.

Sec. 9. Any of the directors, trustees or other officers of such corporation, or any of its stockholders, may be appointed receivers, who, before entering upon the duties of their appointment, shall give such security to the people of this state, and in such penalty as the court shall direct, conditioned for the faithful discharge of the duties of their appointment and for the due accounting for all moneys received by them.

Sec. 10. Such receivers shall be vested with all the estate, real ted in receiv- and personal, of such corporation, from the time of their having filed the security, hereinbefore required, and shall be trustees of said estate, for the benefit of the creditors of such corporation, and for the benefit of its stockholders.

Receivers to have all the

on

Sec. 11. Such receiver and receivers appointed under the " Act powers con- to provide for proceedings in chancery against corporations, and trustees by for other purposes," approved June twenty-first, eighteen hun7, part 3, re- dred and thirty-seven, shall have all the power and authority

chap. 6, title

vised sta

tutes.

Receivers to collect bal

conferred by law upon trustees, to whom an assignment of the estate of insolvent debtors may be made pursuant to the provisions of the sixth chapter of the seventh title of the third part of the revised statutes.

Sec. 12. If there shall be any sum remaining due upon any ance due on share of stock subscribed in such corporation, such receivers shall immediately proceed and recover the same, unless the person so indebted shall be wholly insolvent, and for that purpose may

stock.

file their bill in the court of chancery, or may commence and prosecute an action at law for the recovery of such sum, without the consent of any creditors of such corporation.

tice of their

Sec. 13. The receivers, immediately on their appointment, To give noshall give notice thereof, which shall contain the same matters appointment. required by law, in notices of trustees of insolvent debtors, and in addition thereto, shall require all persons holding any open or subsisting contract of such corporation, to present the same in writing and in detail to such receivers, at the time and place in such notice specified, which shall be published three weeks in the state paper, and in a newspaper printed in the county where the principal place of conducting the business of such corporation shall have been situated, if any there be.

mortgages

filing peti

Sec. 14. All sales, assignments, transfers, mortgages and con- All sales or veyances of any part of the estate, real or personal, including made after things in action of such corporation, made after the filing of the tion, void. petition, or a dissolution thereof, in payment of, or as a security for any existing or prior debt, or for any other consideration, and all judgments confessed by such corporation after that time, shall be absolutely void, as against the receivers who may be appointed on such petition, and as against the creditors of such corporation.

debted, &c.

tion after

of notice, to

receivers.

Sec. 15. After the first publication of the notice of the appoint- Persons inment of receivers, every person having possession of any property to corpora belonging to such corporation, and every person indebted to such publication corporation, shall account and answer for the amount of such account to debt, and for the value of such property, to the said receivers ; and all the provisions of law in respect to trustees of insolvent debtors, the collection and preservation of the property of such debtors, the concealment and discovery thereof, and the means of enforcing such discovery, shall be applicable to the receivers so appointed, and to the property of such corporation.

may settle

matters by

Sec. 16. Such receivers may have the same power to settle Receivers any such controversy that shall arise between them and any disputed debtors or creditors of such corporation by a reference as is reference. given by law to trustees of insolvent debtors, and the same proceedings for that purpose shall be had, and with the like effect; and application for the appointment of referees may be made to any officer, authorized to appoint such referees on the application of trustees of insolvent debtors, who shall proceed therein in the

Subject to

duties imposed on trus.

tees of insol

same manner, and file their report with the like effect in all respects.

Sec. 17. The receivers shall be subject to all the duties and obligations by law imposed on trustees of insolvent debtors, so vent debtors. far as they may be applicable, except where other provisions shall be herein made. They shall call a general meeting of the of creditors. creditors of such corporation, and all its open and subsisting contracts shall be ascertained and adjusted, as far as may be, and the amount of moneys in the hands of the receivers declared.

Call meeting

How settle open or subsisting con

tracts.

Their compensation.

Retain money to

cancel open

contracts.

And to meet demands in suit.

Residue of funds, how distributed.

Sec. 18. If there shall be any open or subsisting engagements or contracts of such corporation which are in the nature of insurances or contingent engagements of any kind, the receivers may, with the consent of the party holding such engagement, cancel and discharge the same by refunding to such party the premium or consideration paid thereon by such corporation, or so much thereof as shall be in the same proportion to the time which shall remain of any risk assumed by such engagement, as the whole premium bore to the whole term of such risk; and upon such amount being paid by such receivers to the persons holding, or being the legal owner of such engagement, it shall be deemed cancelled and discharged as against such receivers.

Sec. 19. Such receivers shall, in addition to their actual disbursements, be entitled to such commissions as the court shall allow.

Sec. 20. The receivers shall retain out of the moneys in their hands, a sufficient armount to pay the sums which they are hereinbefore authorized to pay, for the purpose of cancelling and discharging any open or subsisting engagements.

Sec. 21. If any suit be pending against the corporation or against the receivers for any demand, the receivers may retain the proportion which would belong to such demand, if established, and the necessary costs, in their hands, to be applied according to the event of such suit, or to be distributed in a second or other dividend.

Sec. 22. The receivers shall distribute the residue of the moneys in their hands among all those who have exhibited their claims as creditors, and whose debts shall have been ascertained, as follows:

First. All debts entitled to preference under the laws of the United States.

Second. Executions levied from judgments actually obtained against such corporation to the extent of the value of the real estate on which they shall respectively be liens.

Third. Creditors having made special deposites, if said deposites remain in kind.

Fourth. All other creditors of such corporation, in proportion to their respective demands, without giving any preference to debts due on specialities.

Whensecond

be made;

thereof.

Sec. 23. If the whole of the estate of such corporation be not dividend to distributed on the first dividend, the receivers shall, within one notice year thereafter, and within eighteen months after their appointment, make a second dividend of all the moneys in their hands among the creditors entitled thereto, of which, and that the same will be a final dividend, three weeks' notice shall be inserted once in each week in the state paper, and in a newspaper printed in the county where the principal place of business of such corporation was situated, if any there be.

Sec. 24. Such second dividend shall be made, in all respects How made. in the same manner as herein prescribed in relation to the first dividend, and no other shall be made thereafter among the creditors of such corporation, except to the creditors having suits against it, or against the receivers, pending at the time of such second dividend, and except of the moneys which may be retained to pay such creditors as herein provided; but every creditor who Demands shall have neglected to exhibit his demand before the first divi- after first and dend, and who shall deliver his account to the receivers before dividend. such second dividend, shall receive the sun he would have been entitled to on the first dividend, before any distribution be made to the other creditors.

exhibited

before second

answerable

unless de

ited before

dividend.

Sec. 25. After such second dividend shall have been made, the Receiver not receivers shall not be answerable to any creditor of such corpora- to creditor tion, by virtue of any open or subsisting engagement, unless the mand exhibdemands of such creditor shall have been exhibited, and the second engagement upon which such claims are founded, shall have been presented to the said receivers in detail and in writing, before or at the time specified by them, in their notice of a second dividend. Sec. 26. If after the second dividend is made, there shall re- Surplus dismain any surplus in the hands of the receivers, they shall distri- stockholders. bute the same among the stockholders of such corporation, in proportion to the respective amounts paid in by them severally on their shares of stock.

tributed to