48

which either prevent or restrain | crown, except for certain purthem from exercising certain poses only, and to a fixed rights, powers, privileges, and amount or value; functions, which natural persons may enjoy and exercise; these disabilities arise either from their corporate character or they are imposed by law.

3. Those which result from the same general laws imposing, for the alienation or hypothecation of immoveable property held in mortmain or belonging to corporate bodies, particular formalities, not re

763, 789. 836.

365. In consequence of the disabilities which arise from their corporate character, theyquired by common law.-C. C. can neither be tutors nor curators, nor can they take part in meetings of family councils; 1 They cannot be entrusted with the execution of wills or any other administration which necessitates the taking of an oath or imposes personal responsibility.

They cannot be summoned personally, nor appear in court otherwise than by attorney.

They cannot sue nor be sued for assaults, battery or other violence to the person.

They cannot serve as witnesses nor as jurors before the courts.

They can neither be guardians nor judicial sequestrators, nor can they be charged with any other functions or duties the exercise of which might entail imprisonment. R. S. Q. 5795; C. C. 908.

366a. All corporations which, under the provisions of their charters or of the law, cannot acquire real estate except to a limited amount, have the right, whenever they disor alienate any real pose of estate belonging to them, to ap ply the price thereof to the acquisition of other real estate, and also to receive the revenues thereof and to employ the same for the objects for which they were constituted, R. S. Q. 5796.

367. All corporations are prohibited from carrying on the business of banking unless they have been specially authorized to do so by their title of creation.-C. C. 1888.

CHAPTER THIRD.

366. The disabilities arising | OF THE DISSOLUTION OF CORPORfrom the law are:-

1. Those which are imposed on each corporation by its title, or by any law applicable to the class to which such corporation belongs;

ATIONS AND THE LIQUIDATION
OF THEIR AFFAIRS.

SECTION 1.

Of the Dissolution of Corporations.

368. Corporations are dissolved :-

2. Those comprised in the general laws of the country respecting mortmains and bodies i them corporate, prohibiting 1 By any act of the legisla from acquiring immoveable pro- | perty or property so reputed,, ture declaring their dissoluwithout the permission of the tion;

1 Vide R. S. Q. 5:04.

rations or companies, which have ceased payment, may be placed in liquidation on the application of any unsecured creditor for a sum of at least two fundred dollars; provided that demand of payment has been made thirty days before the service of the notice mentioned in the following article:

"373h. The president, secretary, treasurer or agent of the company, or any person having the custody thereof, shall be bound, upon an order of the judge, to deliver up, to the liquidator or to the provisional guardian, all such books and documents belonging to the company which the judge shall deem requisite to the liquidation, under penalty of being guilty of contempt

of court.

"373. All the provisions of the Code of Civil Procedure respecting abandonment of property, not inconsistent with articles 3736 to 373h, shall apply to such liquidation. The liquidator shall be vested with all the rights of action of the insolvent company and he shall also be made a party to all actions and proceedings taken against the company.

"373). The provisions of articles 3736 to 373; shall apply to the cases of liquidation under article 373a."

2178. Article 2178 of the Civil Code is amended by adding thereto the following clause:

"He shall also give to those applying for the same, a copy of, or extract from any document remaining deposited in his office and of any register or index which is kept there."

"373d. If the application is not immediately contested in the manner provided for abandonment of property, the judge shall order the liquidation of the company and the appointment of a provisional guardian.

“373e. The provisional guardian shall take possession of all the property of the company, as well as its books, credits and assests, and shall give the notices to the creditors and shareholders ordered by the judge, calling upon them to appoint a liquidator, with the same formalities as those respecting the ap

pointment of a curator to an abandonment of property, the notice to be given collectively to all the shareholders and creditors and not individually.

373. The liquidator, after is appointment, shall have the management and shall dispose of the property of the company in the same manner as a curator to the property of an insolvent and with the same powers

"373g. The judge may, at his discretion, appoint one or more inspectors, from among the creditors of the company.

2. By the expiration of the term or the accomplishment of the object for which they were formed, or the happening of the condition attached to their creation;

3. By forfeiture legally in curred;

4 By the natural death of all the members, the diminution of their number, or by any other cause of a nature to interrupt the corporate existence, when the right of succession is not provided for in such cases: 5. By the mutual consent of all the members, subject to the modifications and under the, circumstances hereinafter determined:

6. By voluntary liquidation in the cases by law provided. R. S. Q. 5797; C. C. 1892 ; C. C. P.

SECTION II.

Of the Liquidation of the Af fairs of dissolved corporations.

371. Saving the case of the voluntary liquidation of joint stock companies, a dissolved corporation is, for the liquidation of its affairs, in the same position as a vacant succession. The creditors and others interested have the same recourse against the property which belonged to it, as may be exercised against vacant successions and the property belonging to them. R. S. Q. 5798.

373. Such curator must be sworn; he must give

se.

372. In order to facilitate such recourse, a curator who represents such corporation and is seized of the property which belonged to it, is appointed by 985. the proper court with the form369. Ecclesiastical and sec-alitis observed in the case of ular corporations of a public vacant estates. nature, other than those formed for the mutual assistance of their members, cannot be discurity and make an inventory, solved by mutual consent with He must also dispose of the out a formal and le.al sur- moveables, and minst proced render or the authority of the to the sale of the immoveable legislature, as the case may be. property, and to the distribuThe same rule applies to tion of the price between the banks, to railway, canal, tele- creditors and others entitled to graph, toll-bridge and turnpike it, in the manner prescribed for companies, and generally to the discussion, distribution and private corporations who have division of the property of va obtained privileges which are cant estates to which a curator exclusive or exceed those re- has been appointed, and in the sulting by law from incorpora- cases and with the formalities tion. required by the Code of Civil Procedure. C. C. 685 et C. C. P. 986, 13:39.

370. Public corporations formed for the mutual assist-, ance of their members, and those of a private nature not included in the preceding art icle, may be dissolved by mutual consent, on conforming to the conditions which may have heen specially imposed on them, and saving the rights of third parties.

s.;

373. In the case of the voluntary liquidation of a joint stock company, one or more liquidators are appointed in the manner required by la, for the purpose of winding up the affairs and of distributing the assets of the company. -R. S. Q. 5799.

4

OF PROPERTY, OF OWNERSHIP AND OF ITS
DIFFERENT MODIFICATIONS.

TITLE FIRST.

OF THE DISTINCTION OF THINGS.

374. All property, incorpor-, become moveable as soon eal, as well as corporeal, is they are felled.-C. N. 520. moveable or immoveable.-C. N. 516.

CHAPTER FIRST

OF IMMOVEABLES.

375. Property is immoveable, either by its nature, or by its destination, or by reason of the object to which it is attached, or lastly by determination of law.-C. N. 517.

376. Lands and buildings are immoveable by their nature.C. N. 518.

377. Windmills and watermills, built on piles and forming part of the building, are also immoveable by nature when their they are structed for a permanency.C. N. 519. 378. Crops uncut and fruits unplucked are able.

as

379. Moveable things which
a proprietor has placed on his
real property for a permanency
or which he has incorporated
therewith, are immoveable by
their destination
they remain there.
so long as

tions, the following and other
Thus, within these restric-
like objects are immoveable :
1. Presses, boilers,
vats and tuns;

stills,

working
2. All utensils necessary for
and other manufactories;
forges, paper-mills

other substances intended for
Manure, and the straw and
manure, are likewise immove-
able by destination.-C. N. 523.

380. Those things are conpermanency which are placed considered as being attached for a with iron and nails, imbedded by the proprietor and fastened also immove-in plaster, lime or cement, or out breakage, or without dewhich cannot be removed withstroying or deteriorating that part of the property to which they are attached.

According as grain is cut and as fruit is plucked, they become moveable in so far as regards the portion cut The same rule applies to trees; or plucked. they are immoveable so long as they are attached ground by their roots and they to the

Mirrors, pictures and other ornaments are considered to when without them the part of have been placed permanently