piled Laws of eighteen hundred ninety-seven, as amended, Acts repealed. and in addition shall repeal all other acts and parts Corporations of acts inconsistent with the provisions of this act. But to be organiza- the repeal of the foregoing acts shall not dissolve any cor now existing tions under this act. Proviso. poration formed or existing under them, and all corporations of the nature of the corporations authorized to be organized under this act, now organized and existing under said several acts in this section mentioned, or either of them, shall be deemed and taken to be organizations under this act, and all rights, obligations and liabilities contracted, acquired or incurred by any of such last mentioned corporations thereunder, or under the provisions of any law now in force, not inconsistent with the provisions of this act, shall continue of the same force and effect as though such acts or laws had not been repealed; and all such corporations from and after the taking effect of this act, shall be subject to all the provisions hereof, as fully as though such organizations had been perpetual thereunder, and such organizations may continue to carry on the business specified in their articles of association under the provisions of this act as lawfully as if said acts mentioned in this section were not repealed: Provided, That nothing in this act contained shall be construed as in any wise affecting any other corporations whatever, organized under the several above named acts, for purposes other than those mentioned in section one of this act, but as to all such corporations the said several acts shall remain in full force. All corporations hereafter organized for any of the purposes provided for in this act shall incorporate under this act: And as to continua- provided further, That any corporation mentioned or referred to in this section which, under the law under which it was organized, had the right or power to use the streets, lands and squares of any city, town or village for its corporate purposes, with the consent of the municipal authorities thereof, and under such reasonable regulations as they might prescribe, shall continue to have such right or power under this act as they enjoyed at the time of the passage of act number two hundred thirty-two of the public acts of nineteen hundred three, of which this act is an amendment. Further proviso, tion of rights and powers. Am. 1905, Act 112. FOREIGN CORPORATIONS. AN ACT to prescribe the terms and conditions on which foreign corporations may be admitted to do business in Michigan. [Act 206, P. A. 1901, as amended by Act 34, 1903; Act 310, 1907; Act 3, Extra Session, 1907.] The People of the State of Michigan enact: authority. SECTION 1. It shall be unlawful for any corporation or Certificate of ganized 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 Statement. 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 the particular kind of business for which the company desires admission to this State. SEC. 2. From the papers so filed and the facts so reported Proportion of and any other facts coming to his knowledge bearing upon the capital represented in question, the Secretary of State shall determine the propor- Michigan. Fee. Secretary of state to issue certificate. When certificate may be revoked. Statement of increase. Additional statements. tion 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. SEC. 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. SEC. 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. SEC. 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 onehalf of one mill on each dollar of the amount of increase of its capital stock represented by property owned and business done in Michigan. And any such corporation 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 Penalty for than one hundred dollars nor more than one thousand dollars act. 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. violation of SEC. 6. No foreign corporation, subject to the provisions Contracts of this act, shall be capable of making a valid contract in void. 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. SEC. 7. It shall be unlawful for any person to act as agent Unlawful to for any foreign corporation not authorized to do business act as agent. 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, nor 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. corporations. SEC. 8. The provisions of this act shall not be applicable to Not applicasuch foreign corporations as are permitted to do business in ble to certain this State by license issued by the Commissioner of Insurance, or by the State Treasurer, according to the provisions of law. Nor shall this act be construed to prohibit any sale of goods or merchandise which would be protected by the rights of interstate commerce. tions" defined. SEC. 9. The term "corporations" as used in this act shall be Corporaconstrued to include all associations, partnership associations and joint stock companies having any of the powers or privileges of corporations, not possessed by individuals or partnerships, under whatever term or designation they may be defined and known in the state where organized. SEC. 10. No such corporation having appointed an agent to service of accept service of process shall have power to revoke or annul process. such appointment until it shall have filled [filed] notice of appointment of some other person in this State as such agent. Service of process may also be made upon any officer or agent of such corporation in this State, or service may be made upon the Secretary of State, who shall immediately notify the corporation thus served, by mailing notice thereof and a copy of such process to its address. There shall be paid to the Secretary of State at the time of such service a fee of five dollars, which sum may be taxed as costs to the plaintiff in case he prevails in the proceeding. Corporations created in other states have no rights of citizenship here.Home Ins. Co. v. Davis, 29/238. Nor can such a corporation exercise any of its powers or franchises here, without legislative permission, express or implied. Thompson v. Waters, 25/214. Such assent may be denied entirely, or it may be granted upon conditions. And as a condition for permission to carry on business here, such corporations may be required to submit their controversies here, to the exclusive jurisdiction of the State courts.-Home Ins. Co. v. Davis, 29/238. The right of a foreign corporation to do business in Michigan is a matter entirely under the control of the legislature, which may deny such right at any time, except that the denial must not amount to a regulation of commerce, interstate or foreign; and the conditions upon which foreign corporations may do business within this State to this extent are absolutely within the discretion of the legislature.-Isie Royale Land Co. v. Osmun, 76/163. Act No. 79, Laws of 1893, does not apply to foreign corporations whose business within this State consists merely of selling through itinerant agents, and delivering, commodities manufactured outside of this State.-Coit & Co. v. Sutton, 102/324; but where a corporation so engaged files a copy of its articles of association in this State, and pays the specified franchise fee under protest, mandamus will not lie to compel the repayment thereof.— Moline Plow Co. v. State Treasurer, 105/58. Contract in this State for sale of its property by a foreign corporation which has not paid its franchise fee required by Act 79 of 1893 is void.Rough v. Breitung, 117 / 48. If they (brewing companies) establish places within this State, distinct from the manufactory, where their goods are to be stored, for the purposes of sale and delivery, and such goods are sold and delivered, then they become traffickers, within the meaning of the law, and are liable to pay the taxReymann Brewing Co. v. Brister, 179 U. S., 445; cited in People v. Voorhis, 131 / 398. A contract by a foreign corporation to construct and equip a factory in this State, in the performance of which materials must be purchased and labor performed in this State, notwithstanding the machinery is manufactured and shipped from another state. and the corporation maintains no office, warehouse or general agent in the State, is not interstate commerce, and the contract is not exempt on that ground from the operation of the statute. (Act 206 of 1901.) Hastings Industrial Co. v. Moran, 143 / 679. Rights of stockholders directors. MINORITY REPRESENTATION IN BOARDS OF DIRECTORS. [Act 112 P. A. 1885.] The People of the State of Michigan enact: SEC. 1. In all elections for directors of any corporation in selection of organized under any general law of this State, other than municipal, insurance and banking corporations, every stockholder shall have the right to vote, in person or by proxy, the number of shares of stock owned by him for as many persons as there may be directors to be elected, or to cumulate said shares, and give one candidate as many votes as will equal the number of directors multiplied by the number of shares of his stock; or to distribute them on the same principle among as many candidates as he shall think fit. All such corporations shall elect their directors annually, and the entire number of directors shall be balloted for at one and Directors elected annually. |