poration, certified by the Secretary of State or other proper officer in whose office the original is filed or recorded.

Second. A sworn statement by at least two of its principal officers, setting forth the facts specified in the statute.

Third. Evidence of appointment of an agent in this State to accept service of process.

Fourth. Payment of the required fees.

Items second and third in the sworn statement should include only such property as is owned and used by the company in its business, These items have no reference to the amount of authorized capital nor to the amount of outstanding capital stock, nor to property which may be owned by the company but not used in its business.

It will often save delay if the statement shall show in the first instance of what, in a general way, the property consists and where situated.

The laws of Michigan do not permit the joining in one corporation of several different purposes or objects.

Where the articles of incorporation contain several different purposes, the application should state for what particular purpose the company desires to be admitted, and that purpose must be one for which a corporation could be organized under Michigan law.

The fees payable to the State are as follows:

The franchise specified in the act,

Recording articles of incorporation, twenty cents per folio,

Filing, one dollar,

Certificate, twenty-five cents."

$351. Foreign Corporation Law.-Sections Relation to

Franchise Fee.

Section 2. From the papers as filed and the facts so reported and any other facts coming to his knowledge bearing upon the question, the Secretary of State shall determine the proportion of the authorized capital stock of the company represented by its property and business in Michigan. Any such corporation shall have the right on application, to be heard by the Secretary of State touching the matter of the determination of the proportion of its capital stock represented by property used and business done in Michigan. Any corporation aggrieved by the decision of the Secretary of State, may, within ten days, appeal to a board of appeal consisting of the Auditor General, State Treasurer and Attorney General, whose decision in the matter shall be final.

Section 3. Such company shall pay to the Secretary of State a franchise fee of one-half a mill on each dollar of the proportion of its authorized capital stock represented by the property owned and used and business transacted in Michigan, determined as

above provided. And in case such corporation is not at the time of admission carrying on any business outside of Michigan, it shall pay a franchise fee on its entire authorized capital stock. But such fee shall in no case be less than twenty-five dollars.

§352. Payment of Franchise Fee.

The Secretary of State has the right to gain his information concerning the part of the corporation's property in Michigan from any sources at his command. Having determined this, the franchise fee of the applicant corporation is fixed by him at the rate of fifty cents for each one thousand dollars in value of such property. A "tramp" corporation having no business elsewhere, will be charged upon its full, authorized capital stock. In all cases the franchise fee will be at least $25. When payment has been made and accepted and the permission granted, the fee cannot be recovered back, even though the right of admittance may not be necessary or exercised. Moline Plow Co. v. Wilkinson, 105 Mich. 57-60.

$353. Foreign Corporation Law.-Section Relating to Certificate of Authority.

Section 4. When such corporation has fully complied with the provisions of this act, the Secretary of State may issue to such corporation a certificate of authority to carry on such business in this State, during the period of its corporate existence, but not exceeding thirty years: Provided, That no such foreign corporation shall be permitted to transact business in this State unless it be incorporated in whole, or in part, for the purpose or object for which a corporation may be formed under the laws of Michigan, and then only for such purpose or object. And the Secretary of State shall in the certificate which he issues state under what act such corporation is to carry on business in this State, and such corporation shall have all the powers, rights and privileges and be subject to all the restrictions, requirements and duties granted to or imposed upon corporations organized under such act: Provided further, That the carrying on in this State by such corporation, of business for which it has not been so admitted, or failure to fully comply with the requirements of the act under which it has been so admitted, shall be sufficient cause for revoking the certificate of authority to do business in this State, and the Secretary of State may revoke such certificate and shall promptly notify such corporation of such revocation and the reasons therefor by notice sent by mail to the home office of such corporation.

§354. Refusal to Grant Admittance.

The fact that a foreign corporation is organized for a purpose corresponding to purposes authorized by enabling acts of this state does not conclusively establish the right of such corporation to admittance to do business in this commonwealth. The Secretary of State may decline to issue the requisite certificate of authority, in which event mandamus to compel him is the applicant corporation's sole remedy. If, in this proceeding, it is determined by the court that such admittance would be in contravention of public policy, the writ will be denied.-New York Mortgage Co. v. Sec'y of State, 150 Mich. 197; Preferred Tontine Co. v. Sec'y of State, 133 Mich. 395; Isle Royale Land Co. v. Sec'y of State, 76 Mich. 162; Paul v. Virginia, 8 Wall. (U. S.) 168, 19 L. ed. 357.

§355.

Exercise of Unauthorized Powers.

If a foreign corporation, after admittance, attempts to do unlawful acts, or to exercise unauthorized powers, or to pursue unauthorized purposes, it may be restrained, or may be properly called to account through quo warranto proceedings by the Attorney General.-Attorney General v. A. Booth & Co., 143 Mich. 89.

§356. Foreign Corporation Law.-Increase of Capital.— Penalties.

Section 5. Every corporation which has paid a franchise fee and been admitted to do business in this State, which shall thereafter increase its authorized capital, or shall increase the proportion of its capital stock, represented by property used and business done in Michigan, shall within thirty days after such increase file an additional statement with the Secretary of State, and pay an additional franchise fee of one-half of one mill on each dollar of the amount of increase of its capital stock represented by propcrty owned and business done in Michigan. And any such cor poration, shall at any time when requested by the Secretary of State, file an additional statement, under oath of at least two of its officers, showing the proportion of its property used and business transacted in Michigan. Every corporation subject to the provisions of this act which shall neglect or fail to comply with its requirements, shall be subject to a penalty of not less than one hundred dollars nor more than one thousand dollars for every month that it continues to transact business in Michigan, without complying with the requirements of this act, to be recovered by action in the name of the people of the State of Michigan in any court of competent jurisdiction.

§357. Franchise Fee Upon Increase of Capital.

The franchise fee in effect at the time of increase will control. Should the rate be raised after admittance, but prior to the increase of capital, the advanced rate must be paid upon the increase, but nothing further can be collected by the State upon the original capital. Thus, where a corporation having a capital stock of $750,000, was admitted at a time when no franchise fee was charged, and thereafter increased its capital to $950,000, it was held, that the state was entitled to payment of a franchise fee upon the $200,000 increase only.-Warren-Scharf Paving Co. v. Sec'y of State, 115 Mich. 234.

§358. Penalty for Non-Compliance.

As

The portion of Section 5 of the act relating to penalties cannot be enlarged by construction.-People v. Crucible Steel Co., 150 Mich. 563. sumpsit is a proper form of action for the recovery of such penalties.

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

Section 6. No foreign corporation, subject to the provisions of this act, shall be capable of making a valid contract in this State until it shall have fully complied with the requirements of this act, and at the time holds an unrevoked certificate to that effect from the Secretary of State.

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

Under the statutes of 1901 and 1903 the contracts of unauthorized foreign corporations were not void, but were merely uninforcible in Michigan courts.-Neyens v. Worthington, 150 Mich. 580-586. The defect might be cured at any time by compliance with the law. The portion of these statutes relating to contracts added little to the inhibition of the general statute then, and now, in force providing that, "When, by the laws of this state, any act is forbidden to be done by any corporation, or by any association of individuals, without express authority by law, and such act shall have been done by a foreign corporation, it shall not be authorized to maintain any action founded upon such act, or upon any liability or obligation, express or implied, arising out of, or made or entered into in consideration of such act."-C. L. 1907, Sec. 10457; Swing v. Cameron, 145 Mich. 175-178; People's Mutual Benefit Society v. Lester, 105 Mich. 716; Swing v. Weston Lumber Co., 140 Mich. 344-350; Seamans v. Temple Co., 105 Mich. 400, 28 L. R. A. 430.

Act No. 79 Pub Acts 1893, p. 82 (repealed by Act 270 Pub. Acts 1895, being C. L. 1897, Sec. 8587) provided that, "All contracts made in this state........by any corporation which has not first complied with this act shall be wholly void." In an action upon a contract made in violation of this law, Chief Justice Grant said: "We are forced to the conclusion from this record that this was a corporate contract, and void under the law above

cited. While the corporation might be estopped to plead such a contract in its defense, it cannot maintain an action upon it without annulling the law."-Rough v. Breitung, 117 Mich. 48-56.

The language of the present statute is a more liberal invitation to the invocation of estoppels. It does not provide that contracts made in violation of it shall be "wholly void," but merely that the corporation shall be without contractual capacity. A corporation cannot defend itself by asserting that it has acted illegally. The public is not bound, at peril, to ascertain that a corporation, with which it deals, has complied with the law. Clearly the state and parties who contract with the corporation are the only ones who may take advantage of the defect. It has been decided that, upon a wholly executory contract, the defense of corporate incapacity under this statute may be successfully interposed by one who has contracted with the unauthorized corporation.-Houghton Elevator & Machine Co. v. Detroit Candy Co., 16 D. L. N. 13 (March, 1909).

Where a contract has been fully performed by an unauthorized foreign corporation, it is nevertheless uninforcible under the provisions of C. L. 1897, Sec. 10467, ante. But where, during or after the time of such performance, the corporation has complied with the law, there is no just reason why one who has received the benefit of such performance should not be held bound, notwithstanding the fact that the contract was defective when made. See Cook's Corp. Sec. 696, p. 2161.

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

Section 7. It shall be unlawful for any person to act as agent for any foreign corporation not authorized to do business in this State or in any manner to aid in the transaction of the business of such unauthorized foreign corporation in this State. Any person violating the provisions of this section shall be deemed guilty of a misdemeanor and upon conviction thereof, shall be punished by a fine of not less than fifty dollars, no more than five hundred dollars for each offense and in default of payment of such fine, shall be imprisoned in the county jail for a period of not less than thirty days nor more than one year, or he may be punished by both such fine and imprisonment at the discretion of the court.

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

In sustaining a conviction under a similar act relating to soliciting insurance for unauthorized foreign insurance companies within this state, Justice Marston made the following statement: "The clearly expressed intention of that act (C. L. 1897, Sec. 5157) was to prevent unauthorized companies from taking any risks in this state. This was and has been for