sive in this state as to all matters adjudicated13. This general rule has been limited. A mere order of court calling in unpaid stock subscriptions-a mere judicial exercise of power that might have been as well exercised by a board of directors-is not a judgment entitled to "full faith and credit" within the meaning of the constitutional provision11. Against the enforcement of such a foreign order in this state, the defendant may interpose any defense which he may have, tending to defeat his subscription con

tract.

§343. Status of Foreign Corporations in Michigan Courts.

Upon giving security for costs, a foreign corporation may prosecute in courts of this state in the same manner as domestic corporations15. Where a foreign corporation brings suit, it need not aver compliance with the state law. Compliance is presumed1. Non-compliance may be shown under a plea of general issue without notice1. The objection that a plaintiff foreign corporation is not authorized to do business in this state should be raised in the trial court and should be supported by proof18.

Authority to do business in this state is unnecessary for the purpose of enforcing, in Michigan courts, a contract for goods sold upon orders taken by an itinerant salesman and supplied from stock carried outside the state19. The mere fact of launching a suit in a Michigan court does not, in itself, amount to "carrying on business" here within the prohibition of our statute20.

$344. Service of Process Upon Foreign Corporations.

There is no statute in Michigan providing for service of process upon foreign corporations in cases where, concurrently, the plaintiff is a non-resident and the right of action arose outside this state21. But where the plaintiff is a non-resident and the right of

13. Mutual Fire Ins. Co. v. Phoenix Furn. Co., 108 Mich. 170; Bonesteel v. Todd, 9 Mich. 371-375.

14. Warner v. Delbridge & Cameron Co., 110 Mich. 590-593.

15. C. L. 1897, Sec. 10466. 16. Prussian National Ins. Co. v. Eisenhardt, 153 Mich. 198.

17. Swing v. Cameron, 145 Mich. 175.

18. Warner v. Delbridge & Cameron Co., 110 Mich. 590-596.

19. Coit v. Sutton, 102 Mich. 324;

M. I. Wilcox Cordage & Supply Co. v. Mosher, 114 Mich. 64. Fifth Avenue Library Society v. Hastie, 15 D. L. N. 939. American Insurance Co. v. Cutler, 36 Mich. 261.

20. Marshall's Corp., p. 1199; Emerson v. McCormick Harvesting Machine Co., 51 Mich. 5-7; St. Louis A. & T. R. Co. v. Fire Ass'n, 60 Ark. 325, 28 L. R. A. 83.

21. Grand Trunk Ry. Co. v. Circuit Judge, 106 Mich. 248; Reimers v. Seatco Mfg. Co., 70 Fed. 573.

action arose in Michigan, or where the plaintiff is a resident and the right arose outside this state, or where the plaintiff is a resident and the right arose in Michigan, service of process is fully authorized by statute22. The fact that a corporation is foreign to this state authorizes commencement of suit against it by attachment, even in actions of tort23. Foreign corporations may proceed, and may be proceeded against, by garnishment 24. In actions against foreign insurance companies, service of process may be made upon the Commissioner of Insurance, or his deputy25. The bringing of vexatious suits against foreign corporations is penalized26.

22. C. L. 1897, Sec. 10442, as am. by Act. 3 Pub. Acts 1909, p. 7-8. Sec. 104, note 24, ante.

23. As to commencement of suit by attachment in Justice Court, see C. L. 1897, Sec. 721; As to Circuit Court attachment, see C. L. 1897, Sec. 10557; as to attachment in tort cases, see C. L. 1897, Sec. 10011, et seq.

24. As to Justice Court garnishment, see C. L. 1897, Sec. 1014, am. Act 73 Pub. Acts 1903, p. 97; garnishment in attachment cases, see C. L. 1897, Secs. 746-747. Circuit Court garnishment, see C. L. 1897, Sec. 10628 et seq.

25. C. L. 1897, Sec. 10015, et seq; Id. Sec. 5116, et seq.

26. C. L. 1897, Sec. 10475.

PART TWO-The Annotated Act

CHAPTER II.

THE ACT FOR THE ADMISSION OF FOREIGN
CORPORATIONS.

(Act 206 Pub. Acts 1901, p. 316; as amended by Act 34 Pub. Acts 1903, p. 40; Act No. 310 Pub. Acts of 1907, p. 413; Act No. 3 Pub. Acts 1907, extra session).

$345. Foreign Corporation Law.-Title of Act.

$346. Foreign Corporation Law.-Section Relating to Initial Steps. $347. Carrying on Business in Michigan.

$348. Remedy for Non-Compliance. $349. Application for Admittance.

$350. Pre-Requisites of Admittance.

$351. Foreign Corporation Law.-Sections Relating to Franchise Fee. Payment of Franchise Fee.

$352.

353.

thority.

Foreign Corporation Law.-Section Relating to Certificate of Au

$354. Refusal to Grant Admittance.

$355. Exercise of Unauthorized Powers.

§356. Foreign Corporation Law.-Increase of Capital.-Penalties. $357. Franchise Fee upon Increase of Capital.

$358. Penalty for Non-Compliance.

$359. Foreign Corporation Law.-Effect of Non-Compliance.

$360. Non-Compliance.-Its Effect upon Contracts.

$361. Foreign Corporation Law.-Agents of Unauthorized Companies.

§362. Criminal Liability of Agents of Unauthorized Foreign Corporations.

$363. Foreign Corporation Law.-Exceptions.

$364. Foreign Corporations Licensed by Commissioner of Insurance. $365. Foreign Corporations Licensed by State Treasurer.

$366. What Constitutes Inter-State Commerce?

$367. Foreign Corporation Law.-Section Relating to Construction of Term "Corporations."

$368. Foreign Corporation Law.-Section Relating to Service of Process.

$369. Validity of Service upon Secretary of State.

§345. Foreign Corporation Law.-Title of Act.

"An act to prescribe the terms and conditions on which foreign corporations may be admitted to do business in Michigan."

§346. Foreign Corporation Law.-Section Relating to Initial Steps.

The People of the State of Michigan enact:

Section 1. It shall be unlawful for any corporation organized under the laws of any state of the United States, except the State of Michigan, or of any foreign country, to carry on its business in this State, until it shall have procured from the Secretary of State of this State a certificate of authority for that purpose. To procure such certificate of authority every such foreign corporation or association shall comply with the following provisions: It shall file and record in the office of the Secretary of State a certified copy of its charter, or articles of incorporation, and file evidence of appointment of an agent in this State to accept service of process on behalf of said corporation, and shall pay to the Secretary of State the requisite filing, recording and franchise fees. Such corporation, by its president, secretary, treasurer and superintendent, or any two of them shall make and file with the Secretary of State a statement duly sworn to by at least two of such officers, in such form as the Secretary of State may prescribe, containing the following facts:

First. The location of its principal office and its principal place or places of business, and the names and addresses of its principal officers;

Second. The location of its principal office and the principal place of business in Michigan, and the name and addresses of the officers or agent of the company in charge of its business in Michigan;

Third. The total value of the property owned and used by the company in its business, giving its location and general character and stating separately the value of its tangible property, of its cash and credits, its franchises, patents, trade marks, formulas, good will;

Fourth. The value of the property owned and used in Michigan and where situated;

Fifth. The total amount of business transacted during the preceding year and the amount of business, if any, transacted in Michigan;

Sixth. Such other facts bearing on the matter as the Secretary of State may require, including a statement of the particular purpose or particular kind of business for which the company

desires admission to this State.

§347. Carrying on Business in Michigan.

"The weight of authority holds that a single sale of goods, or a singie business transaction, by such a (foreign) corporation cannot be held to amount to carrying on business, where there is no purpose to do any further business."-Justice McAlvay, in Neyens v. Worthington, 150 Mich. 580. See also Delaware & Hudson Canal Co. v. Mahlenbrock, 63 N. J. 281; 45 L. R. A. 538. Yet this doctrine, while unquestionably sound, is to be applied with extreme caution. If performance of the "single transaction" involves operations in this state covering a considerable period of time, or if it necessitates the making of collateral contracts within this state, it will amount to doing business in Michigan within the statutory prohibition.-Houghton Elevator & Machine Co. v. Detroit Candy Co., 16 D. L. N. 13 (March, 1909); Hastings Industrial Co. v. Moran, 143 Mich. 679; Rough v. Breitung, 117 Mich. 48.

Where a single, indivisible contract made by a foreign corporation involves both matters of interstate commerce and transactions forbidden by our statute, the contract is void.-Houghton Elevator & Machine Co. v. Detroit Candy Co. ante. But a contract relating to matters which are purely the subject of inter-state commerce, if otherwise valid, will be sustained.— Sec. 366 post; Fifth Ave. Library Society v. Hastie, 15 D. L. N. 939 (Dec. 1908); Coit & Co. v. Sutton, 102 Mich. 324. A corporation whose business is partly local and partly interstate, is within the terms of the statute as to that portion of its business conducted wholly within this state.-Osborne v. Florida, 164 U. S. 650, 41 L. ed. 586; Crutcher v. Kentucky, 141 U. S. 47, 35 L. ed. 649.

§348. Remedy for Non-Compliance.

Mandamus does not lie to compel foreign corporation to comply with our statutes. The remedy is by way of a quo warranto proceeding, or by an action to enforce any penalty which may be provided by law.-Secretary of State. v. National Salt Co., 126 Mich. 644; Sec. 356, post.

§349. Application for Admittance.

Application for admittance is made by way of a sworn statement (see form Sec. 467 post), printed forms for which will be supplied by the Secretary of State, upon request.

§350. Pre-Requisites of Admittance.

The steps required for gaining admittance could hardly be better stated than they have been in the instruction sheet prepared and issued by the Division of Corporations of the State Department, from which the following excerpt is quoted:

"Four things are required preliminary to the admission of a foreign corporation to carry on business in Michigan.

First. It must file for record a copy of its charter or articles of incor