The charter having been granted by the state, it may be surrendered with the consent of the state,1 but not without it.2 This consent may be given by a special act3 or in accordance with a general law.4 The state may accept the surrender, but continue the corporation for a time for the purpose of settling its affairs,5 and during such time a cashier may be appointed6 and a commissioner for winding up its affairs may sue in the name of the corporation.7 The appointment of a receiver or of trustees does not dissolve the corporation.8 It may appoint officers,9 sue10 and be sued.11 The corporation does not cease to exist except by decree of dissolution,12 or a statute having such effect,13 or by expiration of the charter.14 After such a dissolution the corporation ceases to exist; a judgment against it is void;15 any action taken in its name is nugatory,16 in the absence of a statute providing a different rule.

1 Savage v. Walshe, 26 Ala. 619. There is often a general statute in accordance with which the bank, may dissolve even by action of the directors. People v. Olmstead, 45 Barb. 644. Under the national bank act the two-thirds majority of the stockholders can dissolve against the wishes of the minority. Watkins v. National Bank, 51 Kan. 254.

2 Mechanics' Bank v. Heard, 87 Ga. 401.

3 Many instances will be noticed in cases cited in this section.

4 See note 1, supra,

5Cooper v. Curtis, 80 Me. 488. Tliis is absolutely necessary to prevent the destruction of the rights of the corporation.

6 Cooper v. Curtis, supra,

7 Commercial Bank v. Villavoso, 6 La. Ann. 542.

8 Merchants' Nat. Bank v. Gaslin,

41 Minn. 552; Central Bank v. Connecticut Mut. Life Ins. Co., 104 U. S. 54; Ahrens v. State Bank, 3 S. C. 401. A bank is not dissolved although it has gone into voluntary liquidation, has transferred all its assets to another bank, which assumed its debts, and has given up its organization and its business. Pritchard v. First Nat. Bank, 76 N. W. R. 1106.

9 Richards v. Attleborough Bank, 148 Mass. 187.

10 See cases cited in note 8, supra.

11 Merchants' Nat. Bank v. Masonic Hall, 65 Ga. 603. But if a receiver is appointed in Maine it is provided that the bank cannot be sued. Leathers v. Shipbuilders' Bank, 40 Me. 386. But the bank may sue. American Bank v. Cooper, 54 Me. 438. As to national banks, see Sec. 334, post.