Appeal from Saline Chancery Court: J. P. Henderson, Chancellor;

1. Appellant is. not liable because the reorganization in February, 1908, supplanted and paid up the old stock. 104 Ark. 517.

2. Appellant was never liable personally for any unpaid balance. The stock itself was charged with a lien, regardless of whoever the holder might be. 96 Pa. St. 440.

■ 3. If ever personally liable, the liability is barred. 131 Cal. 45; Kirby’s Digest, § 5064; 47 Ark. 317; 49 Id. 468; 71 Id. 379, 382. No counterclaim nor cross-complaint was ever filed in this cause. 27 Ark. 500, 504.

1. Davis is liable as an original subscriber of stock. The bank had no authority to release him and did not do so. 10 Cyc. 452 et seq. In 104 Ark. 517, the court did not decide that the former stockholders were . released. The meeting of stockholders February 3, 1908, was not held on notice and in form required by statute.

If the $25,000 original stock was all paid by reason of the increase of stock, Davis did not pay it and he is benefited by it to the extent of the payments made thereon. The reorganization was never completed and Davis is bound for the stock subscribed for. Six thousand one hundred and twenty dollars of his original shares has not been paid, and belongs to the assets of the bank and is in the nature of a trust fund for the benefit of creditors, and the statute of limitations has no application.

2. Appellee is not barred by limitation. The order of court was made January 21, 1910. Davis did not appeal. Hughes was paid his pro rata because he had paid his subscription in full (95 Ark. 321), and he was liable for failure to file the financial report required by section 859, Kirby’s Digest. There is no merit in the appeal; the decree is right and should be affirmed.

STATEMENT BY THE COURT.

Although not in form this is in substance a proceeding in equity by a creditor of an insolvent corporation against a transferee of unpaid shares of stock to hold him liable for the balance of the purchase money of the shares held by him; and we shall so treat it. The facts are as follows:

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