Hildreth

The rights of the parties to this action must be determined by reference to certain provisions of the Civil Code, as the same read when the corporation, plaintiff, was formed.

Sec. 293 of that Code provided: “Each intended corporation named in sec. 191, before filing articles of incorporation, must have actually subscribed to its capital stock, for each mile of the contemplated work, the following amounts, to wit:

Sec. 290 of the same Code requires that the “ articles of incorporation shall set forth, amongst other matter, “ if there is a capital stock, the amount actually subscribed, and by whom”

*129 The Code prescribes no particular form for the subscription paper from which it may appear that one thousand dollars a mile was subscribed toward the “ intended ” railroad.

But it is plain that the amounts subscribed, and by whom, must be fully set forth in the articles of incorporation. Those who sign and file the articles, and thus bring the corporation into existence, act for the real subscribers. If the statement contained in the articles, as to the amount subscribed, and by whom, is incorrect, one of two results must follow—either the attempt to give existence to the…