been violated; this section shall not apply to any corporation § 43a which is required to file a similar statement in the office of the commissioner of banking and insurance. P. L. 1872, p. 27; Act of 1875, § 49; P. L. 1877, p. 103; P. L. 1894, p. 194; P. L. 1895, p. 11. This section is practically amended by the provision of Chapter 173 of the Laws of 1898 (see Section 43a, post). Every statement filed under this act must contain— (a) The character of the business carried on by the company. "The location (town or city, street and number, if number there be) "of its principal office in this state, and the name of the agent therein "and in charge thereof, and upon whom process against the corporation "may be served." (Section 43a, post.) (b) The names of all the directors and officers. (c) The date of the election or appointment of each and their respective terms of office. (d) Instead of the "residence and post office address of each" of the officers and directors it is now permissible to simply state "the post office "address of the registered office of the company within this state,' under the provision that Whenever by any law of this state, in any "such certificate, report or statement, the residence or post office address "of any incorporator, stockholder, director or other officer is required to "be set forth or given, it shall be and be deemed a full compliance with "such provision to give as such post office address the post office address "of the registered office of the company within this state." (Section 43a, post.) This provision renders it unnecessary to disclose the non-residence of any stockholder or officer, and is for the purpose of protection against the tax authorities of other States, which, especially New York, were said to have caused an examination to be made of the records of the State of New Jersey in order to secure the names of stockholders residing in their respective States upon whom to serve notice of taxation both of the corporation and of the stockholders. 43a. Every certificate and report must give address of New Jersey office and name of agent. Every certificate, report or statement now or hereafter required by any law of this state to be made to any officer or department of this state, or to be published, filed or recorded by any corporation, domestic or foreign, shall, in addition to the other matter required by law, set forth the location (town or city, street and number, if number there be) of its principal office in this state, and the name of the agent therein and in charge thereof, and upon whom process against the corporation may be served. § 44 No certificate, statement or report shall hereafter be received, filed or recorded by any officer or in any office of this state unless the same shall comply with the foregoing provisions. Such office of any domestic corporation so registered shall be and be deemed the office and post office address of such domestic corporation, its officers, directors and stockholders, and whenever by the provisions of any law of this state any notice is required to be given to the corporation, its officers, stockholders or directors, such notice shall be sent by mail or otherwise as the law may require to such registered office, and such notice so given shall be and be deemed sufficient notice. Whenever by any law of this state, in any such certificate, report or statement, the residence or post office address of any incorporator, stockholder, director or other officer is required to be set forth or given, it shall be and be deemed a full compliance with such provision to give as such post office address the post office address of the registered office of the company within this state. (Supplement of April 20, 1898; P. L. 1898, p. 410.) The following is the form approved by the Secretary of State: "street, in the of County of "The name of the agent therein and in charge thereof, upon whom "process against this corporation may be served, is 44. The stockholders' meeting must be held at registered office in New Jersey, except where the charter designates another place. Corporations must maintain a New Jersey office. Directors may meet out of state. In all cases where it is not otherwise provided by law, the meetings of the stockholders of every corporation of this state shall be held at its principal office in this state; the directors may hold their meetings, and have an office, and keep the books of the corporation (except the stock and transfer books) outside of this state, if the by-laws or certificate of corporation so provide; every corporation shall maintain a principal office in this state, and have an agent in charge thereof, wherein shall be kept the stock and transfer books for the inspection of all who are authorized to see the same, and for the transfer of stock; the court of chancery or the supreme court, or any justice thereof, may, upon proper cause shown, summarily order any or all of the books of said corporation to be forthwith brought within this § 44 state, and kept therein at such place and for such time as may be designated in such order, and the charter of any corporation failing to comply with such order may be declared forfeited by the court making such order, and it shall thereupon cease to be a corporation, and all its directors and officers shall be liable to be punished for contempt of court for disobedience of such order. P. L. 1849, p. 215; Act of 1875, $ 50. (1) The stockholders' meeting must be held at principal office in New Jersey, except where the charter designates another place.-Prior to February 28, 1849, there appears to have been no statutory restriction upon New Jersey corporations as to where they should hold their stockholders' meetings. Many special charters had been granted to corporations, designating the place of meeting of the stockholders. In 1849 an act was passed providing "That all companies incorporated under the laws of this state, whose "charters do not designate their places of meeting, shall hold their busi"ness meetings, the meetings of their directors, and shall keep their office "and the books of the company, in the state of New Jersey; provided, "that this act shall not apply to any corporations whose charters are not "subject, by the terms thereof, to be altered, modified or repealed, or to "any incorporated steamboat companies, or to any ferry company, on "the waters between this state and either of the adjoining states." P. L. 1849, p. 215. For the proviso in this act there was eventually substituted the words "in all cases where not otherwise specified by law." Subsequent decisions construed this language to apply to corporations having a special charter which designated a place for the meetings of the stockholders, and which provision could not be changed by the Legislature because the charters were not subject to repeal. (Hilles v. Parrish, 14 N. J. Eq., 380, 383; Coe v. N. J. Mid. R'y Co., 31 N. J. Eq., 115, 117.) These cases held that independent of this statute the rule in New Jersey was the same as that in other States, "that a private corporation whose charter has been granted "by one State cannot hold meetings and pass votes in another state." All corporations, therefore, organized under the General Act since 1875 must hold meetings of stockholders in New Jersey and at the principal and registered office of the company. It would seem to follow from Hilles v. Parrish, 14 N. J. Eq., 380, that any action taken at any stockholders' meeting held outside of New Jersey would be void. (2) Directors may hold meetings, have an office, keep the books of the corporation, except the stock and transfer books, outside of the State. This is the legislative sanction of New Jersey for the holding of directors' meetings cutside of the State. Without this, proceedings taken § 44 at such a meeting might be judicially declared invalid. (Hilles v. Parrish, 14 N. J. Eq., 380; Thompson on Corporations, Vol. 6, Section 7875, et seq., discusses the rule in detail and states the principle involved.) Legislative permission to do business outside of the State of New Jersey is conditional upon the making of suitable provision in the by-laws or certificate of incorporation. Therefore, it is usual to insert in the certificate of incorporation a clause to the effect that "The directors shall have power to hold their meetings, to have one "or more offices and to keep the books of the corporation (except the "stock and transfer books) outside of this state, at such places as may be "from time to time designated by them." (3) "Every corporation shall maintain a principal office in this state, and "have an agent in charge thereof, wherein shall be kept the stock and transfer "books for the inspection of all who are authorized to see the same, and for the "transfer of stock." This is the legislative prohibition against "tramp corporations." Requiring the corporation to "maintain" a principal office is but the statutory declaration of the principle that a corporation "must dwell in "the place of its creation and cannot migrate to another sovereignty." (Bank of Augusta v. Earle, 13 Pet. [U. S.], 519, 588; Day v. Newark India Rubber Co., 1 Blatchf. [U. S.], 628.) The same doctrine has been asserted by the courts of New Jersey. (Coe v. N. J. Mid. R'y. Co., 31 N. J. Eq., 115, 117 [1892].) To understand clearly the elements prescribed by the laws of New Jersey as essential to the maintenance of a corporation dwelling in New Jersey it is proper to examine two questions: First. What is a principal office in the State of New Jersey? It has been decided again and again that " the statute contemplates "that such a place of business shall exist not only in name but in fact." The office must be a real existing office and not a sham or an evasion of the statute. The express requirements of the statute are as follows: (1) The office must be registered. The company must state in its certificate of incorporation the location by street and number of its principal office. (Section 8, subdivision II, as amended in 1898. See p. 16, ante.) This same registration of the principal office must appear in every certificate thereafter filed or published. (Section 43a, ante.) Annually the officers of the corporation are required to file a formal certificate with the Secretary of State giving this information. (Section 43.) One reason for this repeated registration of the principal office is that the State and any other parties interested may determine beyond question that the company not only had a principal office when it filed its certificate of incorporation, but in the language of the statute it has continued to "maintain" such office. The statutes have thrown extraordinary safeguards about the record evidence of the maintenance of a principal office within New Jersey, and the officers are made liable for a penalty of two hundred dollars if they fail in this respect (Section 43); they are held liable for the debts of the concern if they make a false report (Section 52); and all State officials are prohibited from filing any certificate lacking this information in detail. (2) The office must be accessible to the public.-Besides registering the office in the departments of New Jersey, the office must be known and accessible to the public, having a sign containing the name of the corporation displayed at the entrance to the office. A failure to do this subjects the directors to a joint and several penalty of two hundred dollars, repeated every thirty days after service of process (Section 45). The day has gone by when incorporators may file a charter in New Jersey designating generally the city of Jersey City as its principal office, meet at a hotel and then depart with the books of the corporation to return only the next year at a hotel in a room hired for the hour in question. (3) The office must have an agent in charge.-This agent should be a citizen of the State of New Jersey, of full age, or a domestic corporation authorized so to act. Trust companies are given exclusive power to act as the agent of corporations, domestic and foreign, and to register and transfer stocks, and such powers are forbidden to other corporations. (See p. 13, ante, P. L. 1899, p. 455.) (a) The agent's name must be registered.-It is clear from an examination of the statutes of New Jersey that it is intended by the State that there shall be no evasion of this provision, but that there shall be an agent actually in charge of the office during business hours. The name of this agent must be inserted in the certificate of incorporation (Section 43a), and his name must be reiterated in every certificate filed or published by the corporation. (Id.) (b) The agent must be authorized to receive process against the company. (Section 43a.) This is intended for the benefit of those who desire to sue domestic corporations and to put an end to the evasion of suits in New Jersey by corporations organized under its laws. (c) The agent must be actually in charge daily during business hours. There must be not only an authorized agent at the office, but he must be in charge of the office "at all times during business hours." § 44 |