this act shall not be so construed as to repeal, change, or modify any similar provisions contained in any act incorporating any railroad company or any act amendatory thereof, or to restrict the provisions of any act of incorporation of any railroad company or any act amendatory thereof, which has enlarged rights, grants, or privileges.

[1883 S., p. 135. In force March 6, 1883.]

3021a. Extends the life of corporations existing on November I, 1851. 1. Each and every private corporation now existing and which

was created and organized by and under a special act or charter passed before the present constitution of the State took effect shall be and continue a corporation thirty years after the passage of this act: Provided, That where the special act by and under which any such corporation was created, or any amendment of or supplement to such act, gives the right to continue and exist for a longer period or perpetually, such corporation shall continue for such longer period or perpetually, as so given. This act shall only apply to corporations created before and existing before the first day of November, eighteen hundred and fifty-one, and all laws and parts of laws creating any such corporation, and all amendments and acts supplemental thereto, so far as the same are in conflict with this act, are repealed as to all such corporations as accept the provisions of this act.

3021b. Change of place of business. 2. That in every case where the law creating such corporation designates the town or city where such corporation shall be established, the corporation may, by resolution of its directors, change its place of business from such town or city to any town or city in this State. The meeting of the board of directors for this purpose may be held at the town or city mentioned in charter of the corporation, or held in the town or city to which the change is to be made. In cases where any such change of location has heretofore been made or attempted it shall be lawful for the board of directors in their resolution for a change of location under the act to refer to and recite the time and place and terms of the first resolution or order of the board ordering the change of location, and to reaffirm such first resolution or order, and such change shall be good and effectual from the date of said first resolution or order.

3021c. Election of directors. 3. That the directors of any such corporation shall be elected in the manner and at the time and place now provided for by the charter of such corporation, except where there shall be or has been [a] change of its place of business. Then in such case the election of directors shall be at the place to which such change shall have been made, and no act of any board of directors done, shall be invalid by reason of any information or irregularity in time, place and manner of their election. At all elections of directors and at all other meetings of the directors each stockholder shall have one vote for each share of stock owned by him.

3021d. Change of number of directors. 4. The number of directors may be increased or reduced by resolution of the board of directors to any number not exceeding thirteen, and when heretofore any change in the number of directors has been made or attempted by any resolution or by any amendment or supplemental act it shall be lawful for the directors acting under this law to reaffirm or adopt such change or attempted change, and such change of the number of directors shall be deemed good and effectual from the time first made, or attempted to be made, and all acts done by such increased board of directors shall be legal and valid.

3021e. Reduction or increase of capital stock. 5. The board of directors may by a vote of two-thirds of its members reduce or increase the amount required to constitute a share of stock, and the directors may in the same manner increase or diminish the capital stock, and where before the passage of this act there has been a change of the amount required to constitute a share of stock, or where there has been increase or decrease of the capital stock made or attempted by any resolution of the board, or by any amendment or supplemental act, the board of directors may by a resolution adopted by a vote of two-thirds of the directors reaffirm such increase or decrease, or attempted increase or decrease of the capital stock, and reaffirm the change in amount required to make a share of capital stock, and such change in the amount required to make a share of and such increase or decrease of the capital stock shall be legal and valid from the date when first made or attempted to be made.

3021f. Insurance company may acquire real estate. 6. Any

insurance company having power to insure property against loss or damage by fire, and loan money, and power to acquire, hold, possess, use, occupy, and enjoy real estate, may have and hold real estate to any amount not exceeding five hundred thousand dollars at any one time, and may receive, retain and contract for the same rate of interest as is allowed by the general laws of this State.

3021g. Insolvency - Liability of stockholders. 7. In case of insolvency or insufficiency of effects of a corporation to pay the debts against it, each of the stockholders shall be liable in an amount equal to the amount of his stock at the time the debts were contracted and no further, after the assets of the corporation are exhausted: Provided, That the directors, with the assent of the stockholders, may increase this liability to any amount not exceeding three times the amount of stock held by each stockholder. Any corporation desiring to avail itself of the provisions of this act, or of any part thereof, may do so within thirty days after the passage of this act, and shall do so by resolution of the board of directors showing the provisions adopted, which resolution shall be filed in the office of the Secretary of State, and accompanying such resolution, or as a preamble thereto, there shall be a statement giving the title and date of the act creating said corporation, and also giving the title and date of each act amendatory or supplemental to the first mentioned act.

NOTES TO CHAPTER 19.

CORPORATIONS-GENERALLY.

3002. Powers of corporations. In the absence of statutory provisions requiring subscriptions to corporate stock to be paid in cash, such need not be required. Any property, which the corporation is authorized to purchase, or which is necessary for the purposes of its legitimate business, may be received in payment; Coffin v. Ransdell, 110-422.

2. The character in which a plaintiff sues is admitted by the general denial. The question of corporate capacity must be raised by an answer nul tiel corporation. One who contracts with a corporation, as such, is estopped to deny its existence; Beatty v. Bartho. Co. etc. So., 76-93.

3003. Shares numbered - Certificate.

A judgment setting aside a fraudulent transfer of shares in the capital stock of a corporation may be rendered on a notice by publication; Quarl v. Abbett, 102-237.

2. Shares of capital stock, in a private corporation, are property and may be reached by attachment; Quarl v. Abbett, 102-243.

3006. Continuance after dissolution. Where it appeared, on the face of com plaint, in an action brought by a building and loan association to recover money due, that it ceased to exist July 12, 1877, its corporate existence was extended, for the settling and winding up of its business; Eigenman v. Rockport etc. Assoc., 79-46.

3022. Agent must file authority. 1. Agents of corporations not incorporated or organized in this State, before entering upon the duties of their agency in this State, shall deposit in the Clerk's office of the county where they propose doing business therefor the power of attorney, commission, appointment, or other authority under or by virtue of which they act as agents.

1. This Act does not apply to a foreign corporation which is the owner of letterspatent issued by the United States, or to its agents in this State for the transaction of business under such letters.-Grover, etc., Co. v. Butler, 53 Ind. 454.

2. An insurance company organized by Act of Congress is a "foreign insurance company" within the meaning of this section, and in making loans it must comply with the provisions of this Act.-Daly v. National, etc., Co., 64 Ind. 1.

3023. Consent to be sued here. 2. Said agents shall procure from such corporations, and file with the Clerk of the Circuit Court of the county where they propose doing business, before commencing the duties thereof, a duly authenticated order, resolution, or other sufficient authority of the board of directors or managers of such corporations, authorizing citizens or residents of this State having a claim or demand against such corporation arising out of any transaction in this State with such agents, to sue for and maintain an action in respect to the same in any Court of this State of competent jurisdiction, and further authorizing service of process in such action on such agent to be valid service on such corporation, and that such service shall authorize judgment and all other proceedings against such corporation.

3024. Service on agent good. 3. The service of process on such agents, in actions commenced against such corporation, shall be deemed a service on the corporation, and shall authorize the same proceedings as in other

cases.

3025. Pre-requisite to business. 4. Such Such foreign corporations shall not enforce, in any Court of this State, any contracts made by their agents or by persons assuming to act as their agents, before a compliance by such agents

or persons acting as such with the provisions of sections one and two of this Act [§§ 3022, 3023].

1. When the agent of a foreign corporation makes a contract without having complied with this Act, the contract is not void, but its enforcement is prohibited until the provisions of section 3022 and 3023 have been complied with.-Walter A. Wood, etc., Co. v. Caldwell, 54 Ind. 270; Domestic, etc., Co. v. Hatfield, 58 id. 187.

3026. "Agent" defined. 5. Any person who shall, directly or indirectly, receive or transmit money or other valuable thing to or for the use of such corporations, or who shall in any manner make, or cause to be made, any contract, or transact any business for or on account of any such foreign corporation, shall be deemed an agent of such corporation, and be subject to the provisions of this Act relating to agents of foreign corporations.

3027. Who not agents. 6. The foregoing section shall not apply to persons acting as agents for foreign corporations for a special or temporary purpose or for purposes not within the ordinary business of such corporations, nor shall it apply to attorneys-at-law, as such.

3028. Penalty on agent.

7. Any person acting as agent of a foreign corporation as aforesaid, neglecting or refusing to comply with the foregoing provisions as to agents, shall, upon presentment or indictment, be fined in any sum not less than fifty dollars.

[1901 S., p. 621. Approved March 15, 1901.] *

3028a. Must maintain office Mortgage of property. 1. That every corporation for pecuniary profit formed in any other State, Territory or country, before it shall be authorized or permitted to transact business in this State, or to continue business therein, if already established, shall have and maintain a public office or place in this State for the transaction of its business, where proper books shall be kept to enable such corporation to comply with the constitutional and statutory provisions governing such corporations; and it shall designate an agent or representative in this State on whom service of process may be had; and such corporations shall be subjected to all the liabilities, restrictions and duties which are or may be imposed upon corporations of like character organized under the general laws of this State, and shall have no other or greater powers. And no foreign corporation established or maintained in any way for pecuniary profits of its stockholders or members shall engage in any business other than that expressly authorized in its charter, or the law of this State under which it may come, nor shall it hold any real estate except such as may be necessary and proper for carrying on its legitimate business. And no corporation incorporated under the laws of any other State, Territory or country, doing business in this State, shall be permitted to moregage, pledge or otherwise incumber its real or personal property situated in this State to the injury or exclusion of any citizen or corporation of this State who is a creditor of such foreign corporation. And no mortgage by any foreign corporation, except railroad and telegraph companies, given to secure any debt created in any other State, shall take effect as against any citizen or corporation of this State, until all its liabilities due to any person or corporation in this State at the time of recording such mortgage, have been paid and extinguished. 3028b. Articles of association, filing Fees Certificate evidence in courts. 2. Every company incorporated for purposes of gain under the laws of any other State, Territory or country, now or hereafter doing business within this State, shall file in the office of Secretary of State, a certified copy of its articles of incorporation, or in case such a company is incorporated merely by a certificate, then a copy of its certificate of incorporation, duly certified and authenticated by the proper authority; and the principal or agent in Indiana of the said corporation shall make and forward to the Secretary of State, with the articles or certificates above provided for, a statement duly sworn to of the proportion of the capital stock of said corporation which is

represented by its property located and business transacted in the State of Indiana; and such corporation shall be required to pay into the office of the Secretary of State of this State, upon the proportion of its capital stock represented by its property and business in Indiana, incorporating taxes and fees equal to those required of similar corporations formed within and under the laws of this State. Upon a compliance with the above provisions by said corporation, the Secretary of State shall give a certificate that said corporation has duly complied with the laws of this State and is authorized to do business therein, stating the amount of its entire capital and of the proportion thereof which is represented in Indiana. And such certificate shall be taken by all courts in this State as evidence that the said corporation is entitled to all the rights and benefits of this act, and such corporation shall enjoy those rights and benefits set forth in its original charter or articles of association, unless this shall be for a greater length of time than is contemplated by the laws of this State, in which event the time and duration shall be reckoned from the creation of the corporation to the limit of time set out in the laws of this State: Provided, That nothing in this act shall be taken or construed into releasing foreign loan, building and loan, or bond investment companies, or other corporations, on the partial payment or installment plan, from any provisions of law requiring them to make a deposit of money with a proper officer of this State to protect from loss the citizens of this State who may do business with such loan, building and loan, or bond investment companies, or other corporations.

3028c. Penalty for not complying with this act. 3. Every corporation for pecuniary profit formed in any other State, Territory or country, now doing business in, or which may hereafter do business in this State, which shall neglect or fail to comply with the conditions of this law, shall be subject to a fine of not less than $1,000, to be recovered before any court of competent jurisdiction; and it is hereby made the duty of the Secretary of State, immediately after September first, 1901, and as often thereafter as he may be advised that corporations are doing business in contravention of this act, to report the fact to the Prosecuting Attorney of the county in which the business of such corporation is located, and the Prosecuting Attorney shall, as soon thereafter as is practicable, institute proceeding to recover the fine herein provided for, which shall go into the revenue funds of this State, in addition to which penalty on and after the going into effect of this act, no foreign corporation, as above defined, which shall fail to comply with this act, can maintain any suit or action, either legal or equitable, in any of the courts of this State, upon any demand, whether arising out of contract or tort: Provided, That the provisions of this act shall not apply to railroads or telegraph companies which have heretofore built or which are now in possession of their line or lines into or through this State.

3028d. Does not apply to insurance companies.

4. This act does

not apply to insurance companies, and is not to be taken or construed to change or modify the laws which are directly applicable to that character of corporations, but apart from the insurance laws, all acts and parts of acts inconsistent with this act are hereby repealed.

[1879 S., p. 145. In force March 15, 1879.]

3029. Forfeiture. 1. Every foreign corporation now doing or transacting, or that shall hereafter do or transact, any business in this State, or acquire any right, title, interest in, or lien upon real estate in this State, that shall transfer or cause to be transferred from any Court of this State to any Court of the United States, save by regular course of appeal, after trial in the State Courts, any action commenced by or against such corporation in any Court of this State by or against any citizen or resident thereof; or that shall commence in any Court of the United States in this State, on any contract made in this State or liability accrued therein, any suit or action against any citizen or resident of the State of Indiana,-shall thereby forfeit all right and authority to do or transact business in this State or hold real property or liens there