authority, does it apply where the corporation is otherwise shown to be insolvent, or is notoriously so.56 Some courts, however, hold that deemed dissolved because it has ceased doing business for a year. Dawson v. Sholley, 4 Kan. App. 367, 45 Pac. 949; Anglo-American Land, Mortgage & Agency Co., Ltd. v. Lombard, 132 Fed. 721, certiorari denied 196 U. S. 638, 49 L. Ed. 630 (mem. dec.); Guilbert v. Kessinger, 173 Mo. App. 680, 160 S. W. 17. Missouri. A creditor need not have recovered judgment against the corporation in order to enforce the statutory liability of the stockholders of a corporation which has dissolved, leaving debts unpaid to the amount remaining unpaid on their stock. State Sav. Ass'n v. Kellogg, 63 Mo. 540; Schneider v. Johnson, 164 Mo. App. 639, 147 S. W. 538; Bittner v. Lee, 25 Mo. App. 559. Montana. See King v. Pony Gold Min. Co., 28 Mont. 74, 72 Pac. 309. New York. United Glass Co. v. Vary, 152 N. Y. 121, 46 N. E. 312, aff'g 79 Hun 103, 29 N. Y. Supp. 636; Hardman v. Sage, 124 N. Y. 25, 26 N. E. 354, aff'g 47 Hun 230; Kincaid v. Durnelle, 59 N. Y. 548; Moosbrugger v. Walsh, 89 Hun 564, 35 N. Y. Supp. 550; Cuykendall v. Douglas, 19 Hun 577; Barnes v. Arnold, 23 Misc. 197, 51 N. Y. Supp. 1109, aff'd 45 App. Div. 314, 61 N. Y. Supp. 85, 169 N. Y. 611, 62 N. E. 1093; Hetzel v. Tannehill Silver Min. Co., 4 Abb. N. Cas. 40. See also Gause v. Boldt, 19 Misc. 340, 99 N. Y. Supp. 442, aff'd 115 App. Div. 897, 100 N. Y. Supp. 1117, 188 N. Y. 546, 80 N. E. 566. Utah. Salt Lake Hardware Co. v. Tintic Milling Co., 13 Utah 423, 45 Pac. 200. A corporation is dissolved within the meaning of this rule where it "comes into the condition of having debts and no assets, and has ceased to act and exercise its corporate func VII Priv. Corp.—6 tions, or has suffered acts to be done which end the object for which it was created." Knight & Wall Co. V. Tampa Sand Lime Brick Co., 55 Fla. 728, 46 So. 285. A corporate creditor will not be required to obtain judgment and exhaust his remedy against the corporation before proceeding against stockholders where there has been a judgment aissolving the corporation and restraining its creditors from instituting or prosecuting any action against it. Lang v. Lutz, 180 N. Y. 254, 73 N. E. 24, aff'g 83 N. Y. App. Div. 534, 82 N. Y. Supp. 319. See also 3206, supra. In E. Remington & Sons v. Samana Bay Co., 140 Mass. 494, 5 N. E. 292, under a statute requiring a judgment against the corporation as a condition precedent to the liability of stockholders, it was held that a stockholder could not be held liable without a judgment against the corporation, although it had been dissolved, and that a judgment rendered against it after its dissolution, being void, was not sufficient. The rule does not apply, however, where, notwithstanding the dissolution, a statute allows the creditor to proceed against the corporation. Andrew v. Vanderbilt, 37 Hun (N. Y.) 468. 56 Arkansas. Davis v. Scott, 129 Ark. 226, 195 S. W. 383; Lester v. Bemis Lumber Co., 71 Ark. 379, 74 S. W. 518; Fletcher v. Bank of Lonoke, 71 Ark. 1, 69 S. W. 580. California. Merchants' Mut. Adjusting Agency v. Davidson, 23 Cal. App. 274, 137 Pac. 1091. Florida. Knight & Wall Co. v. Tampa Sand Lime Brick Co., 55 Fla. 728, 46 So. 285. Georgia. Harrel v. Blount, 112 Ga. the mere insolvency of the corporation is not alone a sufficient excuse.57 So in New York it is held that only the intervention of a paramount authority rendering the recovery of a judgment and the return of an execution legally impossible, will be deemed a sufficient excuse,58 and that the mere fact that the corporation is insolvent, where its insolvency has not been adjudicated,59 or that the recovery of a judgment in an action instituted for that purpose by the creditor has been prevented by the crowded condition of the calendar,60 is not a sufficient excuse. 711, 38 S. E. 56; Brobston v. Downing, 95 Ga. 505, 22 S. E. 277. Iowa. Latimer v. Citizens' State Bank, 102 Iowa 162, 71 N. W. 225. Kentucky. Williams v. Chamberlain, 29 Ky. L. Rep. 606, 94 S. W. 29. Missouri. Guerney v. Moore, 131 Mo. 650, 32 S. W. 1132; Knight v. Frost, 14 Mo. App. 331; Marks v. Hardy, 12 Mo. App. 595. Montana. See King v. Pony Gold Min. Co., 28 Mont. 74, 72 Pac. 309. Ohio. Morgan v. Lewis, 46 Ohio St. 1, 17 N. E. 558; Irvine v. Elliott, 203 Fed. 82. Oregon. Garetson Lumber Co. v. Hinson, 69 Ore. 605, 140 Pac. 633; Shipman v. Portland Const. Co., 64 Ore. 1, 128 Pac. 989; Hodges v. Silver Hill Min. Co., 9 Ore. 200. Rhode Island. Andrews v. O'Reilly, 25 R. I. 231, 55 Atl. 688. South Carolina. Parker v. Carolina Sav. Bank, 53 S. C. 583, 69 Am. St. Rep. 888, 31 S. E. 673. Texas. Bank of De Soto v. Reed, 50 Tex. Civ. App. 102, 109 S. W. 256. Utah. Salt Lake Hardware Co. v. Tintic Milling Co., 13 Utah 423, 45 Pac. 200. Washington. Chilberg v. Siebenbaum, 41 Wash. 663, 84 Pac. 598. A bill alleging in substance that all the corporation's property and assets have been sold under foreclosure proceedings, and that there is no property of the corporation out of which its existent debts can be enforced, suffi ciently shows the insolvency of the corporation to dispense with the necessity for recovering a judgment against the corporation. Knight & Wall Co. v. Tampa Sand Lime Brick Co., 55 Fla. 728, 46 So. 285. A return of nulla bona is but one way of showing the insolvency of the corporation. It may be shown by any other legal evidence, and any witness who knows the condition of the corporation may testify to it. Harrell v. Blount, 112 Ga. 711, 38 S. E. 56. See also § 3206, supra. 57 Dickinson v. Traphagan, 147 Ala. 442, 41 So. 272. 58 United Glass Co. v. Vary, 152 N. Y. 121, 46 N. E. 312, aff 'g 79 Hun 103, 29 N. Y. Supp. 636; Gause v. Boldt, 49 N. Y. Misc. 340, 99 N. Y. Supp. 442, aff'd 115 N. Y. App. Div. 897, 100 N. Y. Supp. 1117, 188 N. Y. 546, 80 N. E. 566. 59 The statute makes the recovery of judgment and the return of execution unsatisfied the only test of the inability to collect of the corporation. Gause v. Boldt, 49 N. Y. Misc. 340, 99 N. Y. Supp. 442, aff'd 115 N. Y. App. Div. 897, 100 N. Y. Supp. 1117, 188 N. Y. 546, 80 N. E. 566. 60 Under such circumstances he is not prevented, but merely delayed. Gause v. Boldt, 49 N. Y. Misc. 340, 99 N. Y. Supp. 442, aff'd 115 N. Y. App. Div. 897, 100 N. Y. Supp. 1117, 188 N. Y. 546, 80 N. E. 566. § 4233. Sufficiency and validity of judgment, execution and return. The judgment must be a valid one,61 and the liability cannot be enforced where it is void for want of jurisdiction,62 or because rendered after the dissolution of the corporation or the forfeiture of its charter,63 unless the stockholder is estopped to set up its invalidity. But it has been held that the termination of the existence of the corporation after the recovery of a judgment against it, by reason of its failure to transact business and the disposal of all of its property, does not prevent the judgment creditor from subjecting unpaid subscriptions to the payment of such judgment.65 There must at least be a verdict determining the amount of the plaintiff's claim, and the stockholder, when called upon to pay, cannot be required to ascertain the amount from estimates and figures made by a third person as to the various items included therein.66 A judgment by default and the return of an execution thereon unsatisfied is sufficient.67 And the same is true of a judgment in a justice's 61 E. Remington & Sons v. Samana Bay Co., 140 Mass. 494, 5 N. E. 292. The petition in the stockholders' suit need not show service of summons on the corporation in the action against it in view of the presumption that the court and its officers proceed regularly. Douglass v. Loftus, 85 Kan. 720, L. R. A. 1915 E. 797, Ann. Cas. 1913 A 378, 119 Pac. 74. 62 The allowance of the claims of the corporate creditors by the court and the sale and distribution of the corporate assets in assignment proceedings are not equivalent to the recovery of judgments by such creditors and the issue and return of executions unsatisfied, where the court is without jurisdiction because the deed of assignment is void. Talmage v. Minton-Woodward Co., 83 Neb. 29, 118 N. W. 1099. 63 Llewellyn Iron Works v. Abbott Kinney Co., 172 Cal. 210, 155 Pac. 986; Merrill v. Suffolk Bank, 31 Me. 57, 50 Am. Dec. 649; E. Remington & Sons v. Samana Bay Co., 140 Mass. 494, 5 N. E. 292. 64 The fact that the president and principal stockholder of a corporation sought to be held liable as a stockholder is estopped to deny the validity of the judgment against the corporation in which the stock is held by reason of the fact that, as president of the latter corporation, he failed to set up the forfeiture of its charter as a defense to the action against it, does not estop the stockholder corporation, although the contrary might be true if it appeared that the stockholder corporation was a mere instrumentality through which the president of the other corporation transacted business for his own convenience. Llewellyn Iron Works v. Abbott Kinney Co., 172 Cal. 210, 155 Pac. 986. 65 Robinson v. Blood, 151 Cal. 504, 91 Pac. 258. 66 Card v. Groesbeck, 204 N. Y. 301, 97 N. E. 728, modifying judgment 140 N. Y. App. Div. 30, 124 N. Y. Supp. 372. 67 But the issue of an execution on a default judgment does not entitle a creditor to sue a stockholder for the debt, where the default was afterwards opened, and the creditor's recovery reduced on a trial on the merits, on which recovery the creditor court, and a return of an execution thereon,68 and of a judgment in favor of the claimant on appeal to the court from the disallowance of his claim by an assignee for the benefit of creditors and the return of an execution thereon.69 If the judgment against the corporation is reversed pending the action against the stockholder, the effect is the same as though there had never been a judgment, and the whole proceeding falls to the ground.70 Nor can any subsequent rendition of another judgment revive the first one or reinstate any part of the proceedings based upon it, but the creditor must begin a new action after the rendition of the second judgment and the issuance and return of a second execution.71 A revivor of the judgment is not necessary on the death of the judgment creditor.72 Generally, in the case of a foreign corporation, it is necessary to recover judgment and have execution returned unsatisfied in the state where the suit against the stockholder is instituted,73 unless for any reason it is impossible to do so.74 But there is authority to the effect that where creditors have pursued and exhausted their legal remedies in the courts of the corporation's domicile they need not again recover judgment and have execution returned unsatisfied in the state of the entered a new judgment, but did not issue a new execution thereon. Terry v. Rothschild, 83 Hun (N. Y.) 486, 31 N. Y. Supp. 1119. 68 Voight v. Dregge, 97 Mich. 322, 56 N. W. 557. This is true in New York under the statute making stockholders liable for debts due laborers. Padros v. Swarzenbach, 134 N. Y. App. Div. 811, 119 N. Y. Supp. 589. 69 Whitman v. Citizens' Bank of Reading, 110 Fed. 503. 70 Thomas v. Remington Paper Co., 67 Kan. 599, 73 Pac. 909. 71 Thomas v. Remington Paper Co., 67 Kan. 599, 73 Pac. 909. 72 Douglass v. Loftus, 85 Kan. 720, L. R. A. 1915 E 797, Ann. Cas. 1913 A 378, 119 Pac. 74. 73 National Tube Works Co. v. Ballou, 146 U. S. 517, 36 L. Ed. 1070; Walser v. Seligman, 13 Fed. 415; Patterson v. Lynde, 112 Ill. 196; Turner Bros. v. Alabama Min. & Mfg. Co., 25 Ill. App. 144; McConey v. Belton Oil & Gas Co., 97 Minn. 190, 106 N. W. 900; Rule v. Omega Stove & Grate Co., 64 Minn. 326, 67 N. W. 60; Rocky Mountain Nat. Bank v. Bliss, 89 N. Y. 338; Dean v. Mace, 19 Hun (N. Y.) 391; Boutwell v. Townsend, 37 Barb. (N. Y.) 205. 74 National Tube Works Co. v. Ballou, 146 U. S. 517, 36 L. Ed. 1070; Rule v. Omega Stove & Grate Co., 64 Minn. 326, 67 N. W. 60. Where the complaint shows that the foreign corporation has ceased to do business, has disposed of all of its assets, and has no property, this negatives any presumption that it has any officers in the state upon whom service of process could be had whereby plaintiff could obtain a personal judgment against the corporation in the state. Rule v. Omega Stove & Grate Co.. 64 Minn. 326, 67 N. W. 60. forum, even though service could there be had on the corporation. It has been held that where the corporation has no assets in the state where it was incorporated, and its principal place of business is in the state where the stockholder sought to be held resides, it is sufficient if the judgment is recovered and the execution issued and returned in the latter state.76 The execution must not only be levied upon the property of the corporation, if any be found, but the property must be sold, and it is immaterial that the sale will not satisfy the judgment.77 Issue of an execution in one county, and its return unsatisfied, is sufficient, although the corporation may be doing business in two or more counties.78 When a statute requires execution on a judgment against the corporation to be issued to the county in which its principal office is situated, it is not necessary that the execution be issued to any other county, although the corporation may do business and may have property there.79 Under some statutes there must be a demand on the execution and a neglect on the part of the corporation for a specified length of time to pay the amount due or to exhibit property of the corporation subject to execution sufficient to satisfy the same.80 The facts necessary to support proceedings against the stockholders may as well be ascertained and certified upon an alias execution as upon the original one.81 A return "nulla bona,"'82 or "no property found," 83 is a sufficient compliance with a statute requiring the return of an execution unsatisfied. 75 Shickle v. Watts, 94 Mo. 410, 7 S. W. 274. See also Ready v. Smith, 170 Mo. 163, 70 S. W. 484. 76 McConey v. Belton Oil & Gas Co., 97 Minn. 190, 106 N. W. 900. 77 Berwind-White Coal Min. Co. v. Ewart, 90 Hun (N. Y.) 60, 35 N. Y. Supp. 573. 78 Bagley v. Tyler, 43 Mo. App. 195; Maher v. Carman, 38 N. Y. 25. 79 Ripley v. Evans, 87 Mich. 217, 49 N. W. 504. 80 See § 4235, infra. 81 Under a statute providing that, when an execution against a corporation has been returned unsatisfied, the creditor may have a scire facias against the stockholders, the remedy may be had as well on a second as on a first execution. Whitney v. Hammond, 44 Me. 305. 82 Card v. Groesbeck, 140 N. Y. App. Div. 30, 124 N. Y. Supp. 372, aff'd 204 N. Y. 301, 97 N. E. 728. 83 Thompson v. Pfeiffer, 60 Kan. 409, 56 Pac. 763. Under a statute making the stockholders individually liable on the return of no “property or estate” found belonging to the corporation, a return of "No property found" is sufficient. Stanley v. Stanley, 26 Me. 191. A certificate by an officer that he "made diligent search" for corporate property, and a return that such property "could not be found," is a suficient compliance with a statute requiring an officer, before proceeding |