When the decree for the dissolution of the corporation was passed, the title to the shares in controversy had been transferred on the books of the company, and nothing remained to be done but to affix to the certificate the signature of the treasurer, and thereby make the evidence of the defendant’s title complete. This was only a ministerial duty, which it was competent for the treasurer to perform, notwithstanding the corporation had been dissolved under St. 1852, c. 55. It involved the exercise of no corporate act or power, but was merely the formal authentication of that which in substance and legal effect had been executed before the dissolution of the corporation took effect. After a decree dissolving the corporation, its officers would have the same power to sign certificates of shares duly transferred on the books of the corporation previously to such decree, as the clerk would have to make up and sign a record of the proceedings of a meeting of the corporation, which he had omitted to enter on the books when the decree of dissolution was passed. In such cases, the act of the officer relates back to, and takes effect from, the time when the transaction which he records or authenticates by his signature was in fact completed. In the present case, as the shares were duly transferred on the books of the corporation before the decree of dissolution was passed, it was the clear duty of the officers of the corporation to execute and deliver the proper evidence of such transfer to the owner or his agent; and they might have been compelled to do so by proper process in case of refusal. The case bears a strong analogy to that class of cases where a note or bill has been sold and delivered, with an intent to transfer the title, but no indorsement has been made on it until after the payee has become bankrupt, in which it has been held that the bankrupt or his assignee is bound to make due indorsement, and may be compelled to do so; and that when his indorsement is made, it has relation to, and takes effect from, the time of the actual sale and delivery of his bill or note. Smith v. Pickering, Peake R. 50. Ex parte Greening, 13 Ves. 206. Anon. 1 Campb. 492. Lempriere v. Pasley, 2 T. R. 485.
Exceptions sustained.