that every claim against the corporation shall be presented to the receiver, and he is given full power to investigate.-Pelletier v. Greenville Lumber Co., 123 N. C. 595, 31 S. E. 855; Crutchfield v. Hunter, 138 N. C. 54, 50 S. E. 557.

145. Report on claims to court; exceptions and jury trial. It is the duty of the receiver to report to the term of the superior court subsequent to a finding by him as to any claim against the corporation, and exceptions thereto may be filed by any person interested, within ten days after notice of the finding by the receiver, and not later than within the first three days of the said term; and, if, on an exception so filed, a jury trial is demanded, it is the duty of the court to prepare a proper issue and submit it to a jury; and if the demand is not made in the exceptions to the report the right to a jury trial is waived. The judge may, in his discretion, extend the time for filing such exceptions.

C. S., s. 1213; Rev., s. 1230; 1901, c. 2, s. 82.

See Black v. Consolidated Ry. & Power Co., 158 N. C. 468, 74 S. E. 468.

146. Property sold pending litigation. When the property of an insolvent corporation is at the time of the appointment of a receiver incumbered with mortgages or other liens, the legality of which is brought in question, and the property is of a character materially to deteriorate in value pending the litigation, the court may order the receiver to sell the same, clear of incumbrance, at public or private sale, for the best price that can be obtained, and pay the money into the court, there to remain subject to the same liens and equities of all parties in interest as was the property before sale, to be disposed of as the court directs. C. S., s. 1214; Rev., s. 1232; 1901, c. 2, s. 86.

147. Compensation and expenses. Before distribution of the assets of an insolvent corporation among the creditors or stockholders, the court shall allow a reasonable compensation to the receiver for his services, not to exceed five per cent upon receipts and disbursements, and the costs and expenses of administration of his trust and of the proceedings in said court, to be first paid out of said assets.

C. S., s. 1215, Rev., s. 1226; 1901, c. 2, s. 88.

Corporations § 480. The payment of receiver's cost does not postpone lien of purchase money mortgagee to the payment of such costs.-Humphrey Bros. v. Buell-Crocker Lumber Co., 174 N. C. 514, 93 S. E. 971.

Corporations § 565. Costs and legitimate expenses in a suit to distribute the assets of an insolvent corporation must be paid out of the funds of the corporation, and the balance must be distributed among the creditors according to priority.-Hickson Lumber Co. v. Gay Lumber Co. 150 N. C. 281, 63 S. E. 1048.

Receivers § 154. The allowance of commissions and counsel fees to a receiver by the superior court is prima facie correct, and the Supreme Court will alter the same only when they are clearly inadequate or excessive.Graham v. Carr, 133 N. C. 449; 45 S. E. 847.

Receivers § 197. A receiver may be allowed commissions on both receipts and disbursements to the extent of 5 per cent on each.—Battery Park Bank v. Western Carolina Bank, 126 N. C. 531, 36 S. E. 39.

Receivers § 199. A receiver may be paid at stated intervals during the continuance of his functions, and need not wait until the termination of his trust.-Ibid.

Receivers § 195.-The commissions of the receiver of an insolvent corporation are to be included in expenses, and not classed as a debt.-Wilson Cotton Mills v. Randleman Cotton Mills, 115 N. C. 475, 20 S. E. 770.

148. Debts provided for, receiver discharged. When a receiver has been appointed, and it afterwards appears that the debts of the corporation have been paid, or provided for, and that there remains, or can be obtained by further contributions, sufficient capital to enable it to resume its business, the court may, in its discretion, a proper case being shown, discharge the receiver, and decree that the property, rights, and franchises of the corporation revert to it, and thereafter the corporation may resume control of the same, as fully as if the receiver had never been appointed.

C. S., s. 1216; Rev., s. 1220; 1901, c. 2, s. 76.

149. Reorganization. When a majority in interest of the stockholders of the corporation have agreed upon a plan for its reorganization and a resumption by it of the management and control of its property and business, the corporation may, with the consent of the court, upon the reconveyance to it of its property and franchises, either by deed or decree of the court, mortgage the same for an amount necessary for the purposes of the reorganization; and may issue bonds or other evidences of indebtedness, or additional stock, or both, and use the same for the full or partial payment of the creditors who will accept the same, or otherwise dispose of the same for the purposes of the reorganization.

C. S., s. 1217; Rev., s. 1221; 1901, c. 2, s. 27.

ART. 11. TAXES AND FEES.

150. Taxes for filing. For filing a certificate or other paper in the office of the secretary of state, for the corporate purposes named below, the following taxes shall be paid to the state treasurer for the use of the state:

1. Certificate of incorporation, or extension or renewal of corporate existence, 40 cents for each $1,000 of the total amount of capital stock authorized, but in no case less than $40.

2. Increase of capital stock, 40 cents for each $1,000 of the total increase authorized, but in no case less than $40.

3. Change of name or nature of business, amended certificate of incorporation (other than those otherwise provided for in this section), decrease of capital stock, increase or decrease of par value or number of shares, $40.

4. Dissolution or change of principal place of business, $5.

The above taxes are not cumulative, but when two or more are incurred at the same time, the largest single tax applicable shall apply. No such taxes need be paid by a benevolent, relig ious, educational, or charitable organization with no capital stock, or by a corporation created by virtue of section 1123 (herein 13) under this chapter for public parks and drives.

C. S., s. 1218; Rev., s. 1233; 1901, c, 2, s. 96; 1911, c. 155, s. 5; Ex. Session 1920, c. 1, s. 7c.

151. Fees to secretary of state and clerk of superior court. The secretary of state shall collect and retain the following fees: For recording the certificate of incorporation, one dollar for the first three copy sheets and ten cents for each copy sheet in excess thereof, and for official seal one dollar; for copying, the same fees as for recording. There shall be paid the clerk of the superior court for recording the certificate of incorporation a fee of three dollars.

C. S., s. 1219; Rev., s. 1234; Code, s. 680; 1893, c. 318, s. 4; 1901, c. 2, s. 96; 1917, c. 231, s. 84.

152. Corporate property in receiver's hands liable for taxes. When listed or unlisted taxes are duly assessed and charged against and are due and unpaid by a corporation with chartered rights, doing business or with property in this state, or against a person residing in, doing business, or having property in this state, it is competent for an officer or tax collector who has the tax list to levy upon, seize, and take possession of that part of the property belonging to the corporation necessary to pay such taxes, even though the property is in the hands of a receiver duly appointed; and the officer or collector need not apply to the court appointing the receiver, or with jurisdiction of the property or the receiver, for an order for the payment of said taxes.

This section applies to all taxes, whether state, county, town or 'municipal, and shall be liberally construed in favor of and in furtherance of the collection of such taxes.

C. S., s. 1220; Rev., ss. 1236, 1237; Code, ss. 699, 670.

ART. 12. REORGANIZATION.

153. Corporations whose property and franchises sold under order of court or execution. When the property and franchises of a public-service corporation are sold under a judgment or decree of a court of this state, or of the district court of the United States, or under execution, to satisfy a mortgage debt or other encumbrance thereon, such sale vests in the purchaser all the right, title, interest and property of the parties to the action in which such judgment or decree was made, to said property and franchise, subject to all the conditions, limitations and restrictions of the corporation; and the purchaser and his associates, not less than three in number, thereupon become a new corporation, by such name as they select, and they are the stockholders in the ratio of the purchase money by them contributed; and are entitled to all rights and franchises and subject to all the conditions, limitations and penalties of the corporation whose property and franchises have been so sold. In the event of the sale of a railroad in foreclosure of a mortgage or deed of trust, whether under a decree of court or otherwise, the corporation created by or in consequence of the sale succeeds to all the franchises, rights and privileges of the original corporation only when the sale is of all the railroad owned by the company and described in the mortgage or deed of trust, and when the railroad is sold as an entirety. If a purchaser at any such sale is a corporation, such purchasing corporation shall succeed to all the properties, franchises, powers, rights, and privileges of the original corporation: Provided, that this shall not affect vested rights and shall not be construed to alter in any manner the public policy of the state now or hereafter established with reference to trusts and contracts in restraint of trade.

C. S., s. 1221; Rev., s. 1238; Code, ss. 697, 698; 1897, c. 305; 1901, c. 2, S. 99; 1913, c. 25, s. 1; 1919, c. 75.

Corporations § 575. A judicial sale of the property and franchises of a corporation effectually destroys or annuls the stock holdings of the former stockholders.-Pocahontas Fuel Co. v. Tarboro Cotton Factory, 174 N. C. 245, 93 S. E. 790; Wood v. Staton, 174 N. C. 245, 93 S. E. 794.

Corporations § 572. The Court may decree a sale of the corporate franchise with the property conferring upon the purchasers the right to reorganize a new corporation.-Ibid.

Corporations § 572. Statute applies only to outright purchase of property under an execution or judicial sale and not to a lease of property.Hyder v. Southern R. Co., 167 N. C. 584, 83 S. E. 689.

Corporations § 632. A railroad corporation of another state purchasing the property of a railroad corporation of this state at a foreclosure sale under a mortgage or deed of trust becomes a new corporation of this state to the extent of the franchise of the domestic corporation thus acquired.— Hurst v. Southern Railway Co., 162 N. C. 368, 78 S. E. 434.

Corporations § 603. Where a sale is made under a deed of trust or mortgage, executed by any corporation on all its works and property, upon conveyance to the purchaser, the corporation is ipso facto dissolved.-Latta v. Catawba Electric & Power Co., 146 N. C. 285, 59 S. E. 1028.

Corporations § 632. Where a foreign corporation bought in railroad property at a sale under mortgage, it became a new domestic corporation, subject to the jurisdiction of the state courts.-Carolina Coal & Lee Company v. Southern R. Co., 144 N. C. 732, 57 S. E. 444.

Corporations § 632. The sale and conveyance of the property and franchise of the Western North Carolina Railroad Company, made by a special master to the Southern Railway Company, a foreign corporation, under a decree of foreclosure of a second mortgage, subject to an existing first mortgage, did not ipso facto make the purchase a domestic corporation, nor did such sale and purchase make the Western North Carolina Railroad Company an integral part of the Southern Railway Company. James v. Western North Carolina Railroad Company, 121 N. C. 523, 28 S. E. 537.

Corporate property of a North Carolina railroad company, covered by, a legally authorized mortgage of all its franchise and property, does not continue liable for the debts of such company accruing after the sale on the foreclosure proceedings to a nonresident railroad company authorized by its charter to make the purchase, because of the failure of the latter to exercise the privilege of organizing a domestic corporation to operate the purchased property. Julian, Sheriff, and James, Administratrix, v. Central Trust Company and Southern Railway Co., 193 U. S. 93, 48 Law. Ed. 629, 24 S. Ct. 399.

154. New owners to meet and organize. The persons for whom the property and franchises have been purchased shall meet within thirty days after the delivery of the conveyance made by virtue of said process or decree, and organize the new corporation, ten days written notice of the time and place of the meeting having been given to each of the said persons. At this meeting they shall adopt a corporate name and seal, determine the amount of the capital stock of the corporation, and shall have power and authority to make and issue certificates of stock in shares of such amounts as they see fit. The corporation may then, or at any time thereafter, create and issue preferred stock to such an amount, and at such time, as they may deem necessary.

C. S., s. 1222; Rev., ss. 1239, 1240; 1901, c. 2, ss. 100, 101, 102.

Corporations § 221. Where the purchasers of the entire property of a defunet corporation under the decree of the court have in other respects complied with the requirements of the statute as to reorganization, the fact that they have assumed to continue operations without changing the seal, or