
    Diamond Rubber Co. et al. v. Fohey et al.
    [71 South. 906.]
    Partnership. Liability of stocleholSers. Defective organisations.
    
    A corporation, is not so defectively organized a? to render its stockholders liable for the debts thereof as partners or otherwise although, first, its charter is not recorded in the office of the chancery clerk of the county in which it (Joes business, and second, it commenced and continued to do business with a capital stock, subscribed and paid in less than the full amount thereof authorized by its charter, such charter not requiring a certain amount of capital stock to be paid in before it can commence business.
    Appeal from the chancery court of Forest county.
    Hon. J. M. Stevens, Chancellor.
    Suit by the Diamond Rubber Company and others against M. F. Fohey and others seeking to hold them liable as stockholders' and directors of the.'Hattiesburg Automobile & Machine Company. From a judgment sustaining a demurrer to the declaration, defendants appeal.
    The facts are sufficiently stated in the opinion of the court.
    
      T. C. Hanner and Currie £ Smith, for appellants.
    
      S. E. Travis, for appellee.
   Smith, C. J.,

delivered the opinion of the court.

We are of the opinion that a corporation is not so defectively organized as to render its stockholders liable for the debts thereof as partners or otherwise, although: (1) Its charter is not recorded in the office of the chancery clerk of the county in which it does business; and (2) it commenced and continued to do business with a capital stock, subscribed and paid in, less than the full amount thereof authorized by its charter, such charter not requiring a certain amount of capital stock -to be paid in before it can commence business.

Affirmed.  