except from the net profits arising from the business of the corporation, nor divide, withdraw, or in any way pay to the stockholders, or any of them, any part of the capital stock of the company, nor to reduce the capital stock of the company unless in the manner prescribed in this chapter, or the articles of incorporation or by-laws; and in case of any violation of the provisions of this section, the trustees under whose administration the same may have happened, except those who may have caused their dissent therefrom to be entered at large on the minutes of the board of directors at the time, or were not present when the same did happen, shall, in their individual or private capacities, be jointly or severally liable to the corporation, and the creditors thereof in the event of its dissolution, to the full amount so divided, or reduced, or paid out: Provided, That this section shall not be construed to prevent a division and distribution of the capital stock of the company, which shall remain after the payment of all of its debts upon the dissolution of the corporation or the expiration of its charter." 277

"No person holding stock as executor, administrator, guardian, or trustee, or holding it as collateral security or in pledge, shall be personally subject to any liability as a stockholder of the company; but the person pledging the stock shall be considered as holding the same, and shall be liable as a stockholder, and the estate and funds in the hands of the executor, administrator, or guardian or trustee shall be liable in like manner and to the same extent as the testator or intestate, or the ward or person interested in the trust fund would have been if he or she had been living and competent to act and hold the stock in his or her name." 278

$428. West Virginia.

"The stockholders of all corporations and joint-stock companies, except banks and banking institutions, created by

277 Ibid. § 15. 278 Ibid. § 17.

laws of this State, shall be liable for the indebtedness of such corporations to the amount of their stock subscribed and unpaid, and no more.279 The stockholders of any bank hereafter authorized by the laws of this State, whether of issue, deposit or discount, shall be personally liable to the creditors thereof, over and above the amount of stock held by them respectively to an amount equal to their respective shares so held, for all its liabilities accruing while they are such stockholders." 280

"If the board declare a dividend by which the capital of the corporation shall be diminished, all the members present who do not dissent therefrom and cause said dissent to be entered on the record of their proceedings, shall be jointly and severally liable to the creditors of the corporation for the amount the capital may have been so diminished; and may be decreed against therefor on a bill in equity filed by any creditor; and moreover, every stockholder who has received any such dividend shall be liable to the creditors for the amount of capital so received by him." 281

8429. Wisconsin.

The promoters of a corporation are made liable by the following provision: "No such corporation shall transact business with any others than its members until at least onehalf of its capital stock shall have been duly subscribed and at least twenty per centum thereof actually paid in; and if any obligation shall be contracted in violation hereof the corporation offending shall have no right of action thereon; but the signer or signers of the articles and the subscriber or subscribers for stock transacting such business or authorizing the same, or having knowledge thereof, consenting to the incurring of any debt or liability, as well as the stock

279 W. Va. Const. Art. 11, § 2.

280 Ibid. § 6.

281 W. Va. Code, ch. 53, § 40.

holders then existing, shall be personally liable upon the

'Whenever the capital stock of any corporation shall be diminished by any corporate vote, the stockholders thereof shall be liable for the payment of all debts then remaining unpaid, in an action by any such creditor or lawfully appointed receiver or assignee of such corporation, to an amount equal to the sum respectively refunded to them or credited upon their debts for unpaid stock, or both. And also the stockholders voting for such diminution shall be jointly and severally liable to any creditor whose debt shall then remain unpaid to an amount equal to the whole amount refunded to the stockholders or credited upon their debts for unpaid stock, or both; but all stockholders shall be liable for contribution to every stockholder compelled to discharge corporate debts under this section proportionately to the amount so refunded or credited to them respectively." 283

"If any stock shall be transferred which is not fully paid the corporation may, by agreement, to be noted on its stockbook, discharge the stockholder making such transfer from liability to it for the unpaid part of his stock subscription, and accept that of the person to whom the stock is transferred in his place; but the person transferring such stock shall be liable for the amount unpaid thereon to the then creditors of such corporation and those who become such within six months after such transfer, or to any lawfully appointed receiver or assignee of the corporation for their use." 284 The purchaser of stock not fully paid becomes liable for the unpaid balance.285

"The stockholders of every corporation other than railroad corporations shall be personally liable to an amount equal to the stock owned by them respectively in such corporation, for all debts which may be due and owing to its clerks, serv

282 Wis. Rev. Stat. § 1773.

283 Ibid. § 1755.

284 Ibid. § 1756.

285 Herdegen v. Cotzhausen, 70 Wis. 589, 36 N. W. 385.

ants and laborers for services performed for such corporation, but not exceeding six months' service in any one case." 286

"No dividends shall be paid to any stockholder of any corporation until the capital stock has been fully paid in, and no dividend shall thereafter be declared or paid by the directors of any corporation except out of net profits properly applicable thereto and which shall not in any way impair or diminish the capital; and if any such shall be paid every stockholder receiving the same shall be liable to restore the full amount thereof, unless the capital be subsequently made good; and if the directors of any corporation shall pay any such dividend before the capital stock is fully paid in, when the corporation is insolvent or in danger of insolvency, not having reason to believe that there were sufficient net profits properly applicable thereto to pay the same without impairing or diminishing the capital, they shall be jointly and severally liable to the creditors of the corporation at the time of declaring such dividend to the amount of their claims; provided that any corporation which has invested or hereafter may invest its net earnings or income, or any part thereof, in permanent additions to its property, or whose property shall have increased in value, may lawfully declare a dividend payable to stockholders upon its capital, either in money or in stock, to the extent of the net earnings or income so invested, or of the said increase in the value of its property; but the total amount of such dividend shall not exceed the actual cash value of the assets owned by the corporation in excess of its total liabilities, including its capital stock." 287

When a creditor sues a corporation whose directors or stockholders are liable for payment of the debt, such directors or stockholders may be made parties either at the beginning or by a supplemental complaint founded on the judgment; 288 or the directors or stockholders may be charged by an action.

286 Wis. Rev. Stat. § 1769.

287 Ibid. § 1765.

288 Ibid. §8 3221, 3222.

against them personally (the corporation being joined or not at the election of the plaintiff); 289 and additional actions may be brought, if there are persons or property which could not be reached in the first.290 An account shall be taken of the assets and liabilities of the corporation, and a receiver may be appointed; 201 and fair distribution of the property of the corporation shall be made. 292 The unpaid subscription liability of stockholders shall be enforced, if necessary; and if debts are still unpaid, the liabilities of directors and stockholders shall be ascertained and payment of the amount enforced.293 The court may restrain other creditors from proceeding, and may call upon all creditors to join as parties.294

§ 430. Wyoming.

"All stockholders of every company incorporated under the provisions of this chapter shall be severally individually liable to the creditors of the company in which they are stockholders to the amount of unpaid assessments on capital stock held by them respectively, and to no other or further amount, for all debts and contracts made by such company, until the whole amount of assessments on capital stock, fixed and limited by the trustees, shall be paid in, ten per cent. thereof within one year, and the balance shall be payable in installments, as shall be required by the trustees, who shall give six weeks' notice, by publication, of the time and place for the payment of the same." 205

"If the trustees of any such company shall declare and pay any dividend when the company is insolvent, or any dividend the payment of which would render it insolvent or which would diminish the amount of its capital stock, they shall be

289 Ibid. § 3223.

290 Wis. 1901, ch. 129, § 1.

291 Wis. Rev. Stat. § 3224.

292 Ibid. §3225.

293 Ibid. § 3226.

204 Ibid. § 3227.

295 Wyo. Rev. Stat. § 3045.