The original capital stock cannot be increased or decreased without legislative authority.1 Such authority in case of national banks is given by sections 5142 and 5143 of the Revised Statutes with the act of May 6,1886. Where the constitution requires every banking act to be submitted to a vote of the people, a bank cannot increase or decrease its capital stock without the permission of an act ratified by popular vote.2 When an increase in the capital stock has been permitted by the proper authority, the holder of the increased stock cannot set up irregularities in the making of the increase to defeat his lia-bilitv as a stockholder.3 In the case of national banks when the increase has been allowed by competent authority, to wit, the comptroller of the currency, who has issued his certificate, a subscriber to the increase cannot claim to be not a stockholder because the original increase has been reduced before the issuance of the certificate.4 But no one becomes a stockholder in the increased stock until the comptroller issues his certificate, even though the amount has been paid into the bank for the new stock.5 In such a case the bank holds the amount paid in as a trustee,6 and, if the increase of stock be not allowed by the comptroller, the amount paid in must be restored.7 When the capital stock is reduced on

1 In re Reciprocity Bank, 22 N. Y. 9; Simmons v. Dent, 16 Mo. App. 288

2 Keyser v. Hitz, 133 U. S. 138; Anderson v. Line, 14 Fed. R 405;

Hobart v. Johnson, 8 Fed. R. 493; Witters v. Sowles, 32 Fed. R 767.

1 Bank of Kentucky v. Schuylkill Bank, 1 Pars. Eq. Cas. 180. See also Byrne v. Union Bank, 9 Robt. 433.

2 People v. Nat. Sav. Bank, 129 I11. 618; McNulta v. Corn Belt Bank, 1C4 I11. 427.

3 Veeder v. Mudgett, 95 N. Y. 295. But Palmer v. Bank of Zurnbrota, 75 N. W. R. 380, says the stockholder is not estopped as against past creditors.

4 Delano v. Butler, 118 U. S. 634; Aspinwall v. Butler, 133 U. S. 595. The certificate is conclusive. Columbia Nat Bank v. Matthews, 85 Fed. R 934, 56 U. S. A pp. 636. The subscription is binding although the whole amount is not subscribed. Scott v. Latimer, 89 Fed. R 843, but it is a strained construction of the statute. The dissenting opinion is much better law.

Charleston v. People's Nat Bank, 5 S. C. 103; Winters v. Armstrong, 37 Fed. R 508; McFarlin v. First Nat. Bank, 68 Fed. R 868; a C, 16 C. C A. 46; Schierenberg v. Stephens, account of bad debts, but the debts are afterwards realized, a stockholder cannot claim his proportion of the amount realized;8 yet after the capital is actually reduced, the bank cannot retain as surplus the portion of the capital which remains over and above the reduced capital.9 The stockholder who has subscribed to the increase and paid in his subscription and has been entered on the books as a stockholder of a national bank is a stockholder in spite of the fact that his certificates of stock have never been issued to him.10 The increased capital is not void although through fraud it has not all been paid in,11 as required by law.

32 Mo. App. 314; Stephens v. Fol-lett, 43 Fed. R 842. In the last case the bank officers had transferred old stock on the books to the subscriber.

6 Armstrong v. Law, 27 Wkly. Law Bul. 100.

7 Schierenberg v. Stephens, 32 Mo. App. 314; Winters v. Armstrong. 37 Fed. R 508. These last two cases need careful reading; the syllabus is misleading; they will show that the bank was in fact held trustee. But in a case where the comptroller seems to have been'guilty of questionable conduct, it was held that the comptroller could not first refuse to authorize the increase, and then, after insolvency of the bank, issue his certificate of the increase and thus hold the subscribers to the increased capital. Mathews v. Columbia Nat. Bank, 77 Fed. R 372; but see note 4, supra, on this case.