Where, because of the failure of a corporation to duly file "duplicate affidavits by its treasurer that ten per cent. of its capital stock has been subscribed and paid" before transacting any business, the stockholders, under Section 4054 Revised General Statutes, "shall be personally liable for all of the corporation debts as if they were members of a general partnership and not stockholders of a corporation," a transfer of the stock of the corporation does not, under section 4059 Revised General Statutes, make the purchaser of the stock "succeed to all the rights and liabilities of the prior holder," as to debts incurred by the corporation before the duplicate affidavits required by the statutes are duly filed, since under such circumstances the liabilities of the stockholders, under section 4054, are those of the members of a general partnership and stock stockholders of a corporation. Section 4059 contemplates a transfer of stock of a corporation having the right to do business as a corporation.
Rehearing denied.
TAYLOR, C.J., AND WHITFIELD, ELLIS, BROWNE AND WEST, J.J., concur.
TERRELL, J., not participating.
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