office were required by its by-laws to be in that State, and all of its books, including its stock-books, were kept therein, its elections of directors held therein, and its directory, plant and property were located therein, it was presumed that the corporation had complied with the law, and was to be deemed a domestic corporation, the stock of which, owned by a nonresident stockholder, was liable to attachment in Tennessee.1 § 634. (c) By creditors of the transferrer.- Where shares have been transferred by assignment of the certificates withoat registration upon the books of the company, two questions arise, to wit: whether creditors of the transferrer thereby lose the right to levy upon the shares; and whether the transferee acquires thereby a property right which his creditors may subject to execution and attachment. These questions depend for their solution upon the distinction between legal and equitable titles. The legal title to shares, assignable only on the company's books, does not pass by an assignment not so made and recorded. The unregistered transferee takes only an equitable title as between himself and his transferrer, or parties having actual knowledge of the transfer. Accord 1 Young v. South Tredegar Iron Co., (1886) 85 Tenn. 189; s. c. 4 Am. St. Rep. 752. But see Martin v. Mobile & O. R. Co., 7 Bush, 116. 2 In England the House of Lords having decided that shares of stock are choses in action, (Bank v. Whinney, 11 App. Cas. 426) it is now held that an equitable assignment of stock without notice to the corporation relieves it of the claims of the judgment creditors of the assignee. Arden v. Arden, 29 Ch. Div. 702; Bevan v. Oxford, 6 D. M. & G. 492; Pickering v. Ilfrac. Ry. Co., L. R. 3 C. P. 235; Robinson v. Nesbitt, L. R. 3 C. P. 264; Browne & Theobald's Ry. Law, 76. 3 Noble v. Turner, (1888) 69 Md. 519; Lippitt v. American Wood Paper Co., (1885) 15 R. I. 141; s. c. 2 Am. St. Rep. 886, and note 891. The assignment and delivery, as collateral, of certificates of stock trans ferable on the books of the company, on presentment, properly indorsed, passes an equitable title only; and where the assignee delays for seven years to notify the company of the assignment, or present the stock for transfer, pending which the stock is attached and sold as property of the assignor, and a transfer on the books made by the sheriff to the purchaser as authorized by statute, (Code Md. art. 10, § 19, and art. 26, § 205, 206, as amended by act 1868, ch. 471) his title is extinguished. Noble v. Turner, (1888) 69 Md. 519. 4 Lippitt v. American Wood Paper Co., (1885) 15 R. I. 141; Noble v. Turner, (1888) 69 Md. 519. Stock certificates not being negotiable instruments, an assignee takes them subject to equities and defenses. Young v. South Tredegar Iron Co., (1886) 85 Tenn. 189; s. c. 4 Am. St. Rep. 752, and cases in note, 759. ingly, a mere transfer of the certificates representing shares which, either by charter or statute, are declared to be transferable only on the company's books, is ineffectual to pass the property as against attaching creditors of the transferrer having no notice thereof. So, of course, it follows that an attach 1 Buttrick v. Nashua &c. R. Co., (1882) 62 N. H. 313; s. c. 13 Am. St. Rep. 578; Pinkerton v. Manchester &c. R. Co., 42 N. H. 454; Scripture v. Francistown Soapstone Co., 50 N. H. 571, 585-589; Fisher v. Essex Bank, 5 Gray, 373; Blanchard v. Dedham Gas L. Co., 12 Gray, 213; Shipman v. Ætna Ins. Co., 29 Conn. 245, 253; Johnston v. Laflin, 103 U. S. 804; Skowhegan Bank v. Cutler, 49 Me. 315; Fiske v. Carr, 20 Me. 301; Dutton v. Connecticut Bank, 13 Conn. 493; Oxford Turnpike Co. v. Bunnell, 6 Conn. 552; State v. First National Bank, 89 Ind. 302; Coleman v. Spencer, 5 Blackf. (Ind.) 197; Farmers' Gold Bank v. Wilson, (1882) 58 Cal. 600; Naglee v. Pacific Wharf Co., 20 Cal. 529; Strout v. Natoma &c. Co., 9 Cal. 78; Weston v. Bear River &c. Co., 5 Cal. 186; s. c. 63 Am. Dec. 117; People's Bank v. Gridley, 91 Ill. 457; In re Murphy, 51 Wis. 519. But see Colt v. Ives, 31 Conn. 25; s. c. 81 Am. Dec. 161. Under Mass. Stat. of 1870, ch. 224, providing that shares might be transferred by an instrument to be recorded in the corporation book, and that the transferee on producing the instrument and delivering up the certificate should be entitled to a new one, the shares might be attached in a suit against the assignor before these things were done. Central Bank v. Williston, 138 Mass. 244. B. transferred on the books of a corporation his shares to G. as collateral security. Afterwards, the necessity for the security being at an end, G., at B.'s request, indorsed and transferred the certificate to D., a creditor of B. Before any record of this transfer had been made on the corporate books, another creditor of B. attached the shares as B.'s property, and it was held that the attachment could not be maintained. Beckwith v. Burrough, 13 R. I. 294. Code Ala. 1876, § 2041, provides that the shares of stock of any person in an incorporated company are personal property and transferable on the company's books as the coinpany may prescribe, and may be levied on by attachment and execution and sold as goods and chattels. Section 2013 provides that no transfer of stock on the books shall be valid as against "bona fide creditors and subsequent purchasers, without notice," except from the time that the transfer shall have been made on the company's books. Section 2044 provides that persons holding stock not so transferred must have the transfer made on the books of the company, or, upon failing to do so within fifteen days, the transfer shall be void as to bona fide creditors or subsequent purchasers without notice. Under these provisions it is held that an attaching creditor who perfects his lien by the recovery of a judgment, is a bona fide creditor from the inception of his lien; and that where the purchaser of stock fails to have it transferred on the company's books within fifteen days, the stock becomes liable to attachment at the suit of any creditor of the person in whose name it stood on the books. Berney Nat. Bank v. Pinckard, (1889) 87 Ala. 577; s. c. 6 Ry. & Corp. L. J. 329. In this case ment of shares of stock takes precedence over a sale thereof previously negotiated but not consummated by delivery until after attachment. Accordingly, where the sale of shares of stock has been negotiated between non-residents, but, before the purchase price has been paid or the certificates assigned and delivered to the intended purchaser, an attachment has been levied on them in an equity suit against the owner, in which this particular stock is described, the intended purchaser acquires no title as against a purchaser at the attachment sale, although the owner and intended purchaser have no actual notice of the attachment bill at the time of the attempted sale. Where an attachment can not be levied on corporate stock by reason of its having been previously transferred, Stone, C. J., after reviewing cases decided under the statute concerning registration of deeds and patents, continued: "Cases have been before us in which controversies have arisen between parties claiming to be transferees of stock in corporations and creditors of the transferrers. The following are some of the cases: Nabring v. Bank, 58 Ala. 204, in which the transfer had been made on the books of the company. No question arose in that case which is material to the present one. Jones v. Latham, 70 Ala. 164, was the case of a creditor having an execution followed by a levy on the stock. We held that the bill was imperfect for the want of necessary averments. We feel constrained to construe the foregoing provisions First, as placing stocks in private corporations on the same footing as other personal chattels as to their amenability to levy either under execution or attachment; second, that if a transfer of such stock is not recorded within fifteen days after the transfer, then such transfer is void as to bona fide creditors or subsequent purchasers without notice; and, third, that a judgment creditor having a lien, or an attaching cred itor who perfects his lien by the recovery of judgment, is each a bona fide creditor from the inception of the lien. The question as to priority of lien was settled as we have declared it in Hardaway v. Semmes, 38 Ala. 657. See also Jordan v. Mead, 12 Ala. 247; Application of Thomas Murphy, 51 Wis. 519; Weston v. Mining Co., 5 Cal. 186; Fisher v. Jones, 82 Ala. 117. We place our ruling above on the language of the statute, which, as we interpret it, accords equal efficacy to attachment levy as it does to levy under execution. But a plaintiff in attachment levied does not thereby become a purchaser, (Wollner v. Lehman, 85 Ala. 273) and can assert no claim as such. We have ruled above that, under our statutes, Pinckard, De Bardelaben & Co. were allowed fifteen days after their purchase of the stock within which to have it transferred on the corporation books, and that failing to do so within that time, the stock became liable to levy under execution or attachment at the suit of any creditor of Davin, in whose name the stock stood on the books." Young v. South Tredegar Iron Co., (1887) 85 Tenn. 189; s. c. 4 Am. St. Rep. 752. the federal courts,' which apply it even in States where the opposite prevails.2 In some States this rule has been embodied in legislative enactments. Thus in Maryland an act provides that the rights of a pledgee acquired previous to a levy of attachment or garnishment shall not be affected by such a levy, nor shall the pledgee or corporation be prevented from registering a transfer; so also in Massachusetts, where the other rule originated. A debtor can not, however, as against an attaching creditor, where notice of the attachment has been served on the corporation, assign to another creditor more stock than will leave him sufficient to secure the debt. 5 § 636. (d) By creditors having knowledge of the transfer. The legal title is not, however, subject to attachment by creditors having knowledge that the equitable title is in another party and who are not misled or deceived by the registration book. This principle would seem to be carried so far in Pennsylvania as to impute the assignor's knowledge to his attaching creditors. When the company itself attaches the corporation sixty days' notice, with the privilege to it or its members to purchase on equal terms. Crescent City Seltzer & Mineral Water M. Co. v. Deblieux, (1888) 40 La. Ann. 155. 1 Continental National Bank v. Eliot National Bank, 5 Fed. Rep. 369. 2 Scott v. Pequonnock National Bank,13 Fed. Rep. 494. But see Williams v. Mechanics' Bank, 5 Blatchf. 59. And see Hazard v. Exchange Bank, 26 Fed. Rep. 94, where certain shares of a corporation were transferred, but no record thereof was made as the by-laws required, and a creditor of the transferrer, with no notice of the transfer, and in good faith, attached the shares and had them sold and transferred to a third party. It was held that a suit against the corporation for refusing to record the transfer to him could not be maintained by the former transferee. * Md. Act of 1886, ch. 287; Morton v. Grafflin, (1888) 68 Md. 545. 4 Mass. Act of May 9, 1884. 5 Kyle v. Montgomery, 73 Ga. 337. 6 Mowry v. Hawkins, (Conn. 1890) 18 Atlan. Rep. 784; Bridgewater Iron Co. v. Lissbeyer, 116 U. S. 8, appealed from Massachusetts. But under Mass. Pub. Stat. ch. 105, § 24, which provides that an assignment of stock, until recorded, or a new certificate issued, shall not affect the right of the assignor's creditor to attach, it has been held that where the owner of stock transferred his certificate to a transferee who wrote to the corporation requesting a transfer, and a minute was made on the certificate-stub in the book of the corporation, the company having no transfer book, the transferrer's creditor attaching the stock, with notice of the facts, could hold it. Newell v. Williston, 138 Mass. 240. 7 Pennsylvania Act of June 2, 1874, relating to limited partnership associations, prescribes a particular form |