They may be served with summons in an other state in the same manner that corpora tions are served ; Adams Exp. Co. v. State, 55 Ohio St. 69, 44 N. E. 506 ; and on an is sue as to whether an association was a joint stock company or a corporation, its classifi cation by the statutes of New York, where it was created, has been held not conclusive; State v. Exp. Co., 1 Ohio, N. P. 238, 2 Ohio S. & C. P. Dec. 239. A joint stock company having some of the characteristics of a cor poration and some of a partnership, includ ing the right to a common seal, ownership of the property by the association, and the right to sue and be sued in the corporate name, was held to be a citizen of the state which created it, and when sued in another state to be entitled to a removal to the fed eral court irrespective of the citizenship of its individual members; Bushnell v. Park Bros. & Co., 46 Fed. 209; Maltz v. Express Co., 1 Flip. 611, Fed. Cas. No. 9,002; Fargo v..Ry. Co., 6 Fed. 787, 10 Biss. 273.
A limited partnership association created under statute, although it may be called a quasi corporation, and is declared by statute to be a citizen of the state, is not, like a cor poration created under the laws of the state, to be deemed a citizen of that state within the meaning of the clause of the federal con stitution which extends the judicial power of the United States to controversies between citizens of different states ; Great Southern Fire Proof Hotel Co. v. Jones, 177 U. S. 449, 20 Sup. Ct. 690, 44 L. Ed. 842, reversing Jones v. Hotel Co., 86 Fed. 370, 30 C. C. A. 108. • The effect of the clause of the constitu tion of Pennsylvania that the term corpora tions "shall be construed to include all joint stock companies or associations having any of the powers or privileges of corporations, but possessed by individuals or partnerships" was declared to be only to place joint stock companies under the restrictions imposed by that article upon corporations, and not to in vest them with corporation attributes ; Great Southern Fire Proof Hotel Co. v. Jones, 177 U. S. 449, 20 Sup. Ct. 690, 44 L. Ed. 842. They are properly classified with corpora tions in a tax measure, such as the federal corporation tax; Flint v. Stone Tracy Co., 220 U. S. 107, 31 Sup. Ct. 55 L. Ed. 389, Ann. Cas. 1912B, 1312; Spreckels Sugar Re fining Co. v. McClain, 192 U. S. 397, 24 Sup. Ct. 376, 48 L. Ed. 496.
Such companies, formed to deal in real es tate, do not create interests within the rule against perpetuities and do not put illegal restraints upon alienation ; Howe v. Morse, 174 Mass. 491, 55 N. E. 213; see 13 Harv. L. R. 516.
At common law they are held not cor porations but are to be sued as partners ; B. & A. R. Co. v. Pearson, 128 Mass. 445 ; Lewis v. Tilton, 64 Ia. 220, 19 N. W. 911, 52 Am. Rep. 436. But in states where there are statutory provisions concerning them the in debtedness of joint stock companies will be charged pro rata to the solvent members ; Bank (Tex.) 34 S. W. 178. An English joint stock company (in this case a fire insurance company) endowed by its deed of settlement with the following powers and faculties, 1. A distinctive artificial name by which it can make contracts. 2. A statutory authority to sue and be sued in the name of its officers as representing the association.
3. A statutory recognition of it as an entity distinct from its members by allowing them to sue it or be sued by it. 4. A provision for its perpetuity by transfer of its shares so as to secure succession of membership, was held to be a corporation in this country ; Liver pool & L. Life & F. Ins. Co. v. Massachusetts, 10 Wall. (U. S.) 566, 19 L. Ed. 1029; Oliver v. R. Co., 100 Mass. 531; notwithstanding the acts of parliament declaring it should not be so considered, and the court held that such corporations, whether organized under the laws of a state of the Union or a foreign government, may be taxed by another state for the privilege of conducting their cor porate business therein.
When such a company is not organized under the statutes a suit brought by or against it should be in the name of all the partners or of one or more for the use of all ; Pipe v. Bateman, 1 Ia. 369; McGreary v. Chandler, 58 Me. 537; and a defective certifi cate of organization will render all the par ties liable to a common-law action as part ners ; Vanhorn v. Corcoran, 127 Pa. 255, 18 Atl. 16, 4 L. R. A. 386. A mere subscription for shares in an unincorporated joint stock company will not make the subscribers lia ble as partners to third persons dealing with the company ; they must have intended to become members and share in the profits of the business, but an unexplained subscription is evidence of that fact ; Hunnewell v. Can ning Co., 53 Mo. App. 245.
It is an incumbent duty on the part of a joint stock company not to permit a trans fer of stock until fully satisfied of the shareholder's authority to transfer ; L. R. 9 Eq. 181; v. R. Co., 129 Mass. 46; and as to the nature of shares in such an association see SHARES.
An authority conferred on the directors to make contracts and bargains, and to transact all matters requisite for the affairs of the company will not in general author iZe the directors to draw bills ; 19 L. J. Ex. 34; 20 L. J. Q. B. 160; but if the directors have authority to hind the company by bills, and they regularly accept, in the name of the company, a bill drawn on the company, every member is liable as a joint acceptor to any holder who is not also member of the company; 19 L. J. Ex. 34 ; 5 E. & B. 1; so the acceptance of a bill by an agent who is also a member of the• company binds him personally ; 9 Exch. 154.
To a suit for a dissolution or winding up of the affairs of a joint stock company, all the shareholders, however numerous, must be parties; 1 Keen 24 ; and any member of the company may institute an action for its dissolution ; Snyder v. Lindsey, 92 Hun 432, 36 N. Y. Supp. 1037. The fact that such a company has conducted business for twen ty-three years without making dividends for its stockholders, is good ground for its disso lution at suit of one of them ; Willis v. Chap man, 68 Vt. 459, 35 Atl. 459. A society that cannot be incorporated because organized to resist the enforcement of laws cannot sue in the society name for the collection of a debt; Schuetzen Bund v. Agitations Verein, 44 Mich. 313, 6 N. W. 675, 38 Am. Rep. 270.
See CORPORATION ; DIRECTOR; STOCKHOLDER; PARTNERS; PARTNERSHIP.