is all that is required of it in the matter of naming an agent upon whom process may be served, to entitle it to do business in this state. (Gutzeil v. Pennie, 95 Cal. 598, 30 Pac. 836.) Sufficient Execution.-An undertaking upon appeal, executed by a foreign surety corporation and signed in behalf of the corporation by its second vice-president and its assistant secretary, with the seal of the corporation affixed, will not be declared void, as not being properly signed, where there is nothing to show that such officers were not authorized to sign and deliver it. (Gutzeil v. Pennie, 95 Cal. 598, 30 Pac. 836.) Exception to Sufficiency.-This section and section 1057 following do not make the acceptance of a corporation as sole and sufficient surety upon an undertaking imperative, no matter what the disparity between its amount and the amount of corporate assets, but it may be required, upon exception to its sufficiency as surety under section 948 of the Code of Civil Procedure, to show surplus assets equal to the amount of its undertaking. (Fox v. Hale & Norcross S. M. Co., 97 Cal. 353, 32 Pac. 446.) UNDERTAKINGS-REQUISITES OF. Sec. 1057, C. C. P. In any case where an undertaking or bond is authorized or required by any law of this state, the officer taking the same must, except in the case of such a corporation as is mentioned in the next preceding section, require the sureties to accompany it with an affidavit that they are each residents and householders, or freeholders, within the state, and are each worth the sum specified in the undertaking or bond, over and above all their just debts and liabilities, exclusive of property exempt from execution; but when the amount specified in the undertaking or bond exceeds three thousand dollars, and there are more than two sureties thereon, they may state in their affidavits that they are severally worth amounts less than the amount specified in the undertaking or bond, if the whole amount is equivalent to that of two sufficient sureties. Any corporation such as is mentioned in the next preceding section, may become one of such sureties. No such corporation must be accepted in any case as a surety when its liabilities exceed its assets as ascertained in the manner provided in section ten hundred and fifty-six. En. March 11, 1872. Amd. 1889, 216. Legislative History. The original section did not authorize corporations as sureties on undertakings. Section Cited. As to corporations: Fox v. Hale & Norcross S. & M. Co., 97 Cal. 355, 32 Pac. 446. Annotation. Exception to Corporation as Surety: See sec. 1056, C. C. P., ante. PART III. TITLE VI. OF THE VOLUNTARY DISSOLUTION OF CORPORATIONS. § 1227. How dissolved. § 1228. Application, what to contain. § 1229. Application, how signed and verified. § 1230. Filing application and publication of notice. § 1231. Objections may be filed. $1232. Hearing of application. § 1233. Judgment-roll and appeals. § 1234. Application by savings and loan society. HOW DISSOLVED. Sec. 1227, C. C. P. A corporation may be dissolved by the superior court of the county where its principal place of business is situated, upon its voluntary application for that purpose. En. March 11, 1872. Amd. 1877-78, 108; 1880, 109. Voluntary dissolution, receiver: Ante, sec. 565, C. C. P. Legislative History. Prior to the code, provision for dissolution of corporations was made by section 31 of the corporation act of 1850, but those provisions were not available to corporations having no stockholders. (People v. President etc. of College of Cal., 38 Cal. 167.) This defect has been remedied in this bill. The original had "county judge," which was changed to "county court" by the amendment of 1877-78, and to "superior court" by the amendment of 1880. Section Cited. Kohl v. Lilienthal, 81 Cal. 386, 387, 20 Pac. 401, 22 Pac. 689; Havemeyer v. Superior Court, 84 Cal. 365, 18 Am. St. Rep. 192, 24 Pac. 121. Annotation. Dissolution-Exclusive Method. The method presented by the code for the dissolution of a corporation is exclusive, and there can be no distribution of its capital stock under any other circumstances. (Kohl v. Lilienthal, 81 Cal. 378, 20 Pac. 401, 22 Pac. 687.) There is no statutory provision for the dissolution of a literary corporation having no stockholders. In the absence of statutory provisions defining the mode, such corporation may dissolve itself by the surrender of its franchise by proper proceedings for that purpose, and it is for the president and trustees to decide whether the public interest would be subserved by dissolving the corporation. (People v. College of California, 38 Cal. 166.) Dissolution Prior to Proceedings.-The court cannot treat a corporation as already dissolved because its conditions or business relations are such that it will be necessary or proper for it to institute proceedings for its dissolution. (Sullivan v. Triunfo etc. Co., 39 Cal. 459.) APPLICATION, WHAT TO CONTAIN. Sec. 1228, C. C. P. 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 two-third vote of all the stockholders or members. 2. That all claims and demands against the corporation have been satisfied and discharged. En. March 11, 1872. APPLICATION, HOW SIGNED AND VERIFIED. Sec. 1229, C. C. P. 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 manner as a complaint in a civil action. En. March 11, 1872. Verification: Ante, sec. 446, C. C. P. FILING APPLICATION AND PUBLICATION OF NOTICE. Sec. 1230, C. C. P. If the court is satisfied that the application is in conformity with this title, the judge thereof must order it to be filed with the clerk, and that the clerk give not less than thirty nor more than fifty days' notice of the application, by publication in some newspaper published in the county; and if there are none such, then by advertisements posted up in three of the principal public places in the county. En. March 11, 1872. Amd. 1877-78, 108; 1880, 109. Legislative History. The amendments changed the word "judge' in the original to "'court." OBJECTIONS MAY BE FILED. Sec. 1231, C. C. P. At any time before the expiration of the time of publication, any person may file his objections to the application. En. March 11, 1872. HEARING OF APPLICATION. Sec. 1232, C. C. P. After the time of 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. En. March 11, 1872. Amd. 1877-78, 108. Legislative History. The amendment changed the word "judge' in the original to "'court." JUDGMENT-ROLL AND APPEALS. Sec. 1233, C. C. P. The application, notices, and proof of publication, objections (if there be any) and declaration of dissolution, constitute the judgment-roll; and from the judgment an appeal may be taken, as from other judgments of the superior courts. En. March 11, 1872. Amd. 1877-78, 108; 1880, 109. Legislative History. The amendments were for the change of "county courts" to "superior courts.' Section Cited. Kohl v. Lilienthal, 81 Cal. 386, 387, 20 Pac. 401, 22 Pac. 689; Havemeyer v. Superior Court, 84 Cal. 365, 18 Am. St. Rep. 192, 24 Pac. |