Citations
- 6 F. Supp. 317
Full opinion text
WILLIAMS, Judge.
These eases were consolidated by the court on March 1, 1932, for the purpose of trial. The facts applicable to the three eases have been stipulated by the parties as set forth in the findings. The controversy relates to an overpayment by the Charles A. Zahn Company, an Illinois corporation, of its income and profits taxes for the year 1920 which, to the extent of $32,081.68, was credited by the Commissioner of Internal Revenue against taxes due from the same company for the year 1919, after the expiration of the statutory period in which taxes for the year 1919 were legally collectible.
The petition in No. K-188 is filed in the name of the Charles A. Zahn Company. In Nos. L-118 and M-71, the petitions are filed in the names of Charles J. Zahn and Ernst Bartel, acting for and on behalf of all parties interested in the collection and distribution of the assets of the Charles A. Zahn Company, dissolved, and certain persons acting in their own individual rights as stockholders of the Charles A. Zahn Company as of the date of its dissolution.
No. K-188
The Charles A. Zahn Company was dissolved under the laws of the state of Illinois, on March 30, 1921. Section 14 of the Corporation Act of Illinois.(chapter 32, § 14 of the 1925 Smith-Hurd Revised Statutes) provides that: “All corporations organized under the laws of this State, whose powers may have expired by limitation or otherwise, shall continue their corporate capacity for two years for the purpose only of collecting debts due such corporation and selling and conveying the property and effects thereof. Such corporations shall use their respective names for such purposes and shall be capable of prosecuting and defending all suits at law or in equity.” Section 79 of the same act (Smith-Hurd Rev. St. 1925, e. 32, § 79) provides that: “The dissolution, for any cause whatever, of any corporation, shall not take away or impair any remedy given against such corporations, its officers, or stockholders, for any liahilities incurred previous to its dissolution, if suit therefor is brought and service of process had within two years after such dissolution.”
Two years after the dissolution of the corporation, or on March 30, 1923, the Charles A. Zahn Company ceased to exist, and became incapable of transacting any business whatever in its corporate capacity. A. J. Bates Co. v. United States (Ct. Cl.) 3 F. Supp. 245. This suit filed more than six years thereafter, on May 10, 1929', cannot b