128. Injunction; notice and undertaking. An injunction to suspend the general and ordinary business of a corporation or to appoint a receiver shall not be granted without due notice of the application therefor to the corporation, except where the state is a party to the proceedings, unless the plaintiff gives a written undertaking, executed by two sufficient sureties to be approved by the judge, to the effect that the plaintiff will pay all damages, not exceeding the sum mentioned in the undertaking, which the corporation may sustain by reason of the injunction, or the appointment of the receiver, if the court finally decides that the plaintiff was not entitled thereto. The damages may be ascertained by a reference or otherwise, as the court directs.

C. S., s. 1196; Rev., s. 1205; Code, s. 343; C. C. P., s. 194.

Corporations § 549. Where there is a cause for complaint by stockholders against others, they should first resort to the remedy prescribed in their charter; and failing in this, they will have a right to proceed against the delinquents, and, in proper cases, injunction will be granted to protect the rights of parties.-Moore v. Silver Valley Mining Co., 104 N. C. 534, 10 S. E. 679. And facts sufficient to sustain cause of action must be alleged before injunction will lie.-Ibid.

Injunction § 12. Where the directors of a corporation, having power to sell, have consummated a sale of corporate stock, it is too late for interference by injunction; a stockholder desiring to enjoin the transfer pending litigation having a remedy by motion in the cause for good cause shown.-Huet v. Piedmont Springs Lumber Co., 138 N. C. 443, 50 S. E. 846.

129. Wages for two months lien on assets. In case of the insolvency of a corporation all persons doing labor or service of whatever character in its regular employment have a lien upon the assets thereof for the amount of wages due to them for all labor, work, and services rendered within two months next preceding the date when proceedings in insolvency were actually instituted and begun against the corporation, which lien is prior to all other liens that can be acquired against such assets.

C. S., s. 1197; Rev., s. 1206; 1901, c. 2, s. 87.

Corporations § 480. One who takes a mortgage upon corporation property for money loaned does so with the knowledge that his lien may be displaced in favor of laborers' liens or judgments for tort and the expenses of receivership or of other court proceedings to wind up the corporation in cases of insolvency.-Humphrey Bros. v. Buell-Crocker Lumber Co., 174 N. C. 514, 93 S. E. 971.

Insolvency § 119. Section does not destroy the lien of a laborer for services performed after the institution of insolvency proceedings, but merely limits the lien to all labor performed after 60 days before the institution of the proceedings.-Walker v. Linden Lumber Co., 170 N. C. 460, 87 S. E. 331.

Corporations § 566. Statute does not apply to independent contractors whose profits or losses are regulated under their contract.-Phoenix Iron Co. v. Roanoke Bridge Co., 169 N. C. 512, 86 S. E. 184.

97

Insolvency § 119. Statute does not create a preference in favor of the employees of an insolvent corporation in timber, title to which was held as security by one not in privity with the corporation.-Roberts v. Bowen Manuafcturing Co., 169 N. C. 27, 85 S. E. 45.

Corporations § 566.-Officers and owners of a corporation are not entitled to priorities of payment for work and labor done by them over the other creditors, as such officers do not come under the meaning of the word "laborers" and "workmen' used in the statute, and were not so intended.-Alexander v. Farrow, 151 N. C. 320, 66 S. E. 209.

See Riley v. Sears & Co., 156 N. C. 267, 72 S. E. 367.

130. Distribution of funds. After payment of all allowances, expenses and costs, and the satisfaction of all general and special liens upon the funds of the corporation to the extent of their lawful priority, the creditors shall be paid proportionately to the amount of their respective debts, and shall be entitled to distribution on debts not due, making in such case a rebate of interest when interest is not accruing on the same. Any surplus funds, after payment of the creditors and costs, expenses and allowances, shall be paid to the preferred stockholders according to their respective shares, and if there still be a surplus, it shall be divided and paid to the general stockholders proportionately, according to their respective shares. Upon the distribution of the assets of an insolvent corporation, judgment of dissolution shall be entered and a certified copy of the judgment filed in the office of the secretary of state, and also in the office of the clerk of the superior court of the county in which the principal office of the corporation is located, and the same shall be recorded in the Corporation Book and in the Record of Incorporations in these offices respectively. Thereupon the corporation is dissolved without being required to comply with section 1182 (herein 114) under this chapter.

C.

C S., s. 1198; Rev., s. 1207; Code, s. 670; 1901, c. 2, ss. 63, 89; 1909, 15, s. 1.

After the payment of costs and the satisfaction of Corporations § 565. special and general liens, the creditors of an insolvent corporation shall be paid proportionately to the amount of their respective debts, and the court shall allow costs before distribution of the assets among the creditors, 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.

Section referred to.-The Observer Co. v. Little, 175 N. C. 42, 94 S. E. 526; Humphrey Bros. v. Buell-Crocker Lumber Co., 174 N. C. 514, 93 S. E. 971; Chatham v. Mecklenburg Realty Co., 180 N. C. 500, 105 S. E. 329.

131. Debts not extinguished nor actions abated. In case of the dissolution of a corporation, the debts due to and from it are not

thereby extinguished, nor do actions against a corporation which is dissolved before final judgment abate by reason thereof, but no judgment shall be entered therein without notice to the trustees or receivers of the corporation.

C. S., s. 1199; Rev., ss. 1201, 1208; Code, s. 687; 1901, c. 2, ss. 59, 64.

132. Copy of judgment to be filed with secretary of state; costs. A copy of every judgment dissolving a corporation or forfeiting its charter shall be forthwith filed by the clerk of the court in the office of the secretary of state, and a note thereof shall be made by the secretary of state on the charter or certificate of incorporation and in the index thereof, and be published by him in the annual report hereinafter provided for, the cost of which shall be taxed by the clerk of the superior court in the action wherein the corporation is dissolved.

C. S., s. 1200; Rev., s. 1211; 1901, c. 2, s. 65.

ART. 9. EXECUTION.

133. How issued; property subject to execution. If a judg ment is rendered against a corporation, the plaintiff may sue out such executions against its property as is provided by law to be issued against the property of natural persons, which executions may be levied as well on the current money as on the goods, chattels, lands and tenements of such corporation.

C. S., s. 1201; Rev., s. 1212; 1901, c. 2, s. 66.

134. Agent must furnish information as to property to officer. Every agent or person having charge or control of any property of the corporation, on request of a public officer having for service a writ of execution against it, shall furnish to him the names of the directors and officers thereof, and a schedule of all its property, including debts due or to become due, so far as he has knowledge of the same.

C. S., s. 1202; Rev., s. 1213; 1901, c. 2, s. 67.

135. Shares of stock subject to; agent must furnish information. Any share or interest in any bank, insurance company, or other joint stock company, that is or may be incorporated under the authority of this state, or incorporated or established under the authority of the United States, belonging to the defendant in execution, may be taken and sold by virtue of such execution in the same manner as goods and chattels. The clerk, cashier, or other officer of such company who has at the time the custody of the books of the company shall, upon being shown the writ of exe

cution, give to the officer having it a certificate of the number of shares or amount of the interest held by the defendant in the company; and if he neglects or refuses to do so, or if he willfully gives a false certificate, he shall be liable to the plaintiff for the amount due on the execution, with costs.

C. S., s. 1203; Rev., ss. 1214, 1215; 1901, c. 2, ss. 69, 70.

136. Debts due corporation subject to; duty and liability of agent. If an officer holding an execution is unable to find other property belonging to the corporation liable to execution, he or the judgment creditor may elect to satisfy such execution in whole or in part out of any debts due the corporation; and it is the duty of any agent or person having custody of any evidence of such debt to deliver it to the officer, for the use of the creditor, and such delivery, with a transfer to the officer in writing, for the use of the creditor, and notice to the debtor, shall be a valid assignment thereof; and the creditor may sue for and collect the same in the name of the corporation, subject to such equitable set-offs on the part of the debtor as in other assignments. Every agent or person who neglects or refuses to comply with the provisions of this and the last preceding section. is liable to pay to the execution creditor the amount due on the execution, with costs.

C. S., s. 1204; Rev., s. 1216; 1901, c. 2, s. 68.

137. Violations of three preceding sections misdemeanor. any agent or person having charge or control of any property of a corporation, or any clerk, cashier, or other officer of a corporation, who has at the time the custody of the books of the company, or if any agent or person having custody of any evidence. of debt due to a corporation, shall, on request of a public officer having in his hands for service an execution against the said corporation, willfully refuse to give to such officer the names of the directors and officers thereof, and a schedule of all its property, including debts due or to become due, or shall willfully refuse to give to such officer a certificate of the number of shares, or amount of interest held by such corporation in any other corporation, or shall willfully refuse to deliver to such officer any evidence of indebtedness due or to become due to such corporation, he shall be guilty of a misdemeanor.

C. S., s. 1205; Rev., s. 3690; 1901, c. 2, ss 67, 68, 70.

138. Proceedings when custodian of corporate books is a nonresident. When the clerk, cashier, or other officer of any corpo

ration incorporated under the laws of this state, who has the custody of the stock-registry books, is a nonresident of the state, it is the duty of the sheriff receiving a writ of execution issued out of any court of this state against the goods and chattels of a defendant in execution holding stock in such company to send by mail a notice in writing, directed to the nonresident clerk, cashier, or other officer at the post office nearest his reputed place of residence, stating in the notice that he, the sheriff, holds the writ of execution, and out of what court, at whose suit, for what amount, and against whose goods and chattels the writ has been issued, and that by virture of such writ he seizes and levies upon all the shares of stock of the company held by the defendant in execution on the day of the date of such written notice. It is also the duty of the sheriff on the day of mailing the notice to affix and set up upon any office or place of business of such company, within his county, a like notice in writing, and on the same day to serve like notice in writing upon the president and directors of the company, or upon such of them as reside in his county, either personally or by leaving the same at their respective places of abode. The sending, setting up, and serving of such notices in the manner aforesaid constitutes a valid levy of the writ upon all shares of stock in such company held by the defendant in execution, which have not at the time of the receipt of the notice by the clerk, cashier, or other officer, who has custody of the stock-registry books, been actually transferred by the defendant; and thereafter any transfer or sale of such shares by the defendant in execution is void as against the plaintiff in the execution, or any purchaser of such stock at any sale thereunder.

C. S., s. 1206; Rev., s. 1217; 1901, c. 2, s. 71.

139. Duty and liability of nonresident custodian. The nonresident clerk, cashier, or other officer in such corporation, to whom notice in writing is sent as prescribed in the preceding section, shall send forthwith to the officer having the writ, a statement of the time when he received the notice and a certificate of the number of shares held by the defendant in the corporation at the time of the receipt, not actually transferred on the books of the corporation; and the sheriff, or other officer, on receipt by him of this certificate, shall insert the number of shares in the inventory attached to the writ. If the clerk, cashier, or other officer in such corporation neglects to send the certificate as aforesaid or willfully sends a false one, he is liable to the