to the said general assignment or concealing his estate, real or personal, whether in possession, held in trust or otherwise.

23. Power of court to compel assignee's performance of duty. -The orphans' court may, from time to time, if necessary, by citation and attachment, compel said assignee to proceed to the execution of the duties required by this act, until final settlement and distribution as aforesaid, and to perform and obey its orders and decrees.

24. Assignment by corporation. Any corporation organized under the laws of this state may make a general assignment under the provisions of this act, and in such case shall be deemed, for the purposes of this act, a resident of the county in which its principal office shall be located, and the orphans' court and the surrogate of such county shall act and have jurisdiction of the proceedings; but in case the said corporation shall, at any time after the making of such general assignment, be adjudged insolvent and a receiver thereof be appointed by the court of chancery of this state, the said court of chancery shall have the power, at any time when it may deem it for the interest of the stockholders or creditors of said corporation, to remove the assignee of such corporation and to direct and compel the said assignee to transfer and convey the trust estate in his hands to such receiver to be administered under the direction of said court of chancery, and the said assignee shall thereupon present his accounts to said court of chancery for settlement and allowance as the said court of chancery may direct; and the said assignee may be made a party defendant in any bill or petition filed in said court of chancery to have such corporation adjudged insolvent and a receiver thereof appointed, and may be restrained, enjoined and removed in such proceeding and subjected to all orders and decrees therein; the said court of chancery may, if it see fit, appoint the said assignee of such corporation the receiver thereof, and in all cases where the said court of chancery shall as aforesaid take control of the trust estate assigned as aforesaid, the jurisdiction of the said orphans' court in the premises shall terminate and the said estate shall be administered as assets of

an insolvent corporation in the same manner as if no such general assignment had been made.

25. Partnership assignment.-When such general assignment shall be made by partners in business, the same may include only the partnership property or may also include the several estates of the partners, or any of the partners may, upon such general assignment of the partnership property being made, make also a separate general assignment of his individual estate; in all cases where a general assignment shall include both a partnership and an individual estate the same shall be kept separate in all proceedings under this act, and all notices and accounts in relation thereto shall plainly distinguish between the different estates, and all proceedings, orders and decrees shall recognize the rights and equities of the different classes of creditors, to the end that the property assigned may be equitably applied to the payment of the claims of said creditors; in order to bring a general assignment of partners in business within the regulative operation of this act, it shall be sufficient if any one of them resides in this state, in which case the proceedings shall be had in the county where such partner resides, and in case such partners or any of them reside in different counties of this state, then the proceedings may be had in either or any one of such counties, but in such case it shall be the duty of the assignee to cause such proceedings to be had in the county where the principal place of business of said partners is located, if such assignee knows of any such principal place of business and any partner resides in such county.

26. In case of compromise: Action of court.-In case after a general assignment shall have been made under the provisions of this act the assignor shall make an agreement of compromise or composition with his creditors, it shall be lawful for the assignee to re-assign and re-convey to said assignor all the trust estate in his hands, free and discharged from the trust, upon compliance with the provisions of this section; in every such case the said assignor shall present a petition to the said orphans' court, duly verified by him, setting forth the said agreement and praying for relief in the premises; and the said court shall thereupon make an

order that all the creditors of said assignor shall appear on a certain day therein named and show cause why said agreement should not be confirmed and the said assignee be directed to re-assign and re-convey the trust estate in his hands to the said. assignor; the said assignor shall cause said order to be published for three weeks, at least once in every week, in such newspaper or newspapers as the said court may select, and shall also cause a copy thereof to be mailed, at least ten days before the return of said order, with the postage prepaid, to every creditor of said assignor, addressed to such creditor at his usual post-office address, so far as said assignor can ascertain the same; the said court, on the return day of said order, or on such adjourned day as it may appoint, on being satisfied by affidavit or otherwise that the requirements of this section in relation to the publication of said order to show cause and the mailing of copies thereof have been complied with, and upon being further satisfied that the said agreement had been executed by all the creditors of said. assignor entitled to a dividend of the trust estate, shall order, upon such terms as it shall deem just, that the said agreement be confirmed and that the said assignee, within such time as said. order shall specify, shall re-convey and re-assign to said assignor all the trust estate in the hands of such assignee, in whatsoever form the same may be, and the said order may contain such directions regarding the said re-conveyance and re-assignment as shall comport with the terms of said agreement.

27. Appeal to prerogative court.-Any person aggrieved by any order or decree of the orphans' court, or judge thereof, may, under the provisions of this act, appeal from the same to the prerogative court; provided, that such appeal be demanded within thirty days after such order or decree.

28. Time within which action may be brought against assignee. All actions at law or suits in equity which may hereafter be brought against any such assignee on account of the taking, appropriating, selling or disposing of any property by such assignee as a part of the trust estate belonging to him under the

assignment, shall be commenced within nine months from the time when the cause of action shall arise, and not afterwards.

29. Repealer: Saving clause.-All acts and parts of acts inconsistent with the provisions of this act are hereby repealed, but this repealer shall not revive any act heretofore repealed; the repeal of any statutory provision by this act shall not affect or impair any act done or right vested or accrued, or any proceeding commenced before such repeal shall take effect; but every such act done or right vested or accrued or proceeding commenced, shall remain in full force and effect to all intents and purposes as if such provision so repealed had remained in force, excepting that all suits or proceedings now pending under such statutory provisions hereby repealed shall be conducted as near as may be in accordance with the practice and procedure as changed or prescribed by this act.

NOTES OF DECISIONS.

ACKNOWLEDGMENT.

1. Form of acknowledgment by corporations.-There has been some controversy in New Jersey as to the form of acknowledgment by a corporation and as to whether a corporation could acknowledge a deed, or whether it had to be proved by a subscribing witness. The Court of Errors in 1891 decided that the deed of a corporation may be lawfully acknowledged by the representative of the corporation having authority to execute the deed in its behalf. (Lovejoy v. Hopper, 21 Atl. Rep., 298.)

2. Proving execution.-The usual practice, however, is to prove the execution of the deed by a subscribing witness. An affidavit proving the signature of the president of the corporation to a conditional bill of sale, and the affixing of the corporate seal, was held to be a sufficient compliance with P. L. 1895, p. 158 (2 G. S., p. 2706) requiring such contracts to be acknowledged." (General Electric Co. v. Transit Equipment Co., 42 Atl. Rep., 101.)

AMENDMENT.

See CERTIFICATE OF INCORPORATION, 2.

ASSESSMENT.

I. Assessment on unpaid subscriptions: Insolvency.-When a corporation is insolvent and its business is ended, the subscribers for or holders of its unpaid stock are assessable for only so much of what is unpaid on the stock as will satisfy the claims of corporate creditors and meet the expenses of winding up its affairs. An order for such an assessment may be made by the Court of Chancery in the suit wherein the corporation was adjudged to be insolvent, and when so made its propriety cannot be questioned in suits brought against the stockholders for its enforcement. Such an order is the result of an exercise of judicial power, and therefore should be made only after a reasonable opportunity has been afforded to the stockholders to be heard in the matter. (Cumberland Land Co. v. Clinton Hill Lumber Mfg. Co., 22 N. J. L. J., 111.)

ATTACHMENT.

I. Attachment of shares of stock of corporation.—Shares of stock of a corporation may be attached by virtue of the Attachment Act (G. S., pp. 98 et seq). (Castle v. Carr, 16 N. J. Law, 394; Curtis v. Steever, 36 N. J. Law, 304, 307.)

2. Same. Shares cannot be attached if the certificate has been delivered or transfer has been made on the books of the company before the issue of the attachment. (State, Bush v. Warren F. Co., 32 N. J. Law, 439. See also Broadway Bank v. McElrath, 13 N. J. Eq., 24; Matthews v. Hoagland, 48 N. J. Eq., 455, 486, and cases cited.)