Imagens da página


I. How Authorized to do Business in this State.
II. Corporate Purpose must be within Law as to Domestic

III. Charter Fee.
IV. Domestic, for Certain Purpose.

V. Stipulation as to Service of Process.
VI. Time to comply with Law.
VII. Annual Statement.



SEC. 549. Any corporation organized under the laws of any other state, territory or foreign country, and seeking to do business in this state, * shall make application to said [charter] board, upon blanks supplied by the secretary of state, for permission

to engage in business as a foreign corporation in this state. Such application shall set forth

1st. A certified copy of its charter or articles of incorporation. 2d. The place where its principal office or place of business is to be located. 3d. The full nature and character of the business in which it proposes to engage. 4th. The names and addresses of the officers, trustees or directors and stockholders of the corporation. 5th. A detailed statement of the assets and liabilities of said corporation, and such other information as the board may require in order to determine the solvency of the corporation. Such statement shall be subscribed and sworn to by the

* What is it “to do business in this state,” within the meaning of this law? Some things have been decided. (1) A single transaction does not constitute "doing business”; e.g., An Ohio corporation contracting in Colorado to manufacture certain machinery in Ohio and deliver it there for use in Colorado. (Cooper Manufacturing Co. v. Ferguson, 113 U. S. 727.) (2) Sales through traveling salesmen, to be approved by the home office in another state. (National Knitting Co. v. Bronner, 45 N. Y. Supp. 714; concurring opinion in Cooper Manufacturing Co. v. Ferguson, 113 U. S. 736, 737.) (3) A citizen here, contracting by correspondence with a corporation of another state for insurance, where the policy is issued there and the loss is to be there adjusted and paid, does not do business with a foreign corporation in this state. The right to make such a contract is a part of the liberty of the citizen secured by the fourteenth amendment to the constitution of the United States, and a law denying the privilege is void. (Allgeyer v. Louisiana, 165 U. S. 578.) It will be otherwise if the circumstances really amount to making a contract within this state. (Hooper v. California, 155 U. S. 648; Allgeyer v. Louisiana, 165 U.S. 578.) (4) Interstate commerce is not within the statute, and cannot be.

president and secretary or by the managing officer of said corporation. [G. S. 1901, part of $.1269.]

The act as to guaranty companies, chapter 73, Laws of 1895, has been omitted from this compilation, because it is not likely such companies will be numerous enough to justify incumbering this work with what they are to do; and besides, the act more properly belongs to the subject of sureties. By referring to the laws of 1895, however, the reader will learn what such a company must do in order to enter this state. Presumably, it must also comply with the act of the special session of 1898.


MESTIC CORPORATIONS. Sec. 550. In passing upon the application of a foreign corporation, the board shall also make special inquiry with reference to the solvency of such corporation, and for this purpose may require such information and evidence as they may deem proper. . If they shall determine that such corporation is properly organized in accordance with the laws of the state, territory or foreign country under which it is incorporated, that its capital is unimpaired, and that it is organized for a purpose for which a domestic corporation may be organized in this state, the application shall be granted, and the secretary of the board shall issue a certificate setting forth the fact that the application has been granted and that such foreign corporation may engage in business in this state as hereinafter provided. [Id., part of $ 1263.]

III. CHARTER FEE. Sec. 551. All the provisions of this act, including the payment of the fees herein provided, shall apply to foreign corporations seeking to do business in this state, except that in lieu of their charter they shall file with the secretary of state a certified copy of their charter, executed by the proper officer of the state, territory, or foreign country under whose laws they are incorporated. [Id., latter part of § 1264.]

NOTE.—As to fees for foreign insurance companies, see, ante, $$ 437, 445. As to foreign building and loan associations, see § 190.

IV. DOMESTIC FOR CERTAIN PURPOSES. SEC. 552. Any corporation organized under the laws of another state, territory or foreign country and authorized to do business in this state shall be subject to the same provisions, judicial control, restrictions, and penalties, except as herein provided, as corporations organized under the laws of this state. [Id., § 1267.]

to en

V. STIPULATION AS TO SERVICE OF PROCESS. Sec. 553. Each application for permission gage in business in this state as a foreign corporation shall be accompanied by a fee of twenty-five dollars, to be known as an application fee;

and as a condition precedent to obtaining authority to transact business in this state, said corporation shall file in the office of the secretary of state its written consent, irrevocable, that actions may be commenced against such corporation in the proper court of any county in this state in which the cause of action arose, or in which the plaintiff may reside, by the service of process on the secretary of state, and stipulating and agreeing that such service shall be taken and held in all courts to be as valid and binding as if due service had been made upon the president or chief officer of such cor

* When it has complied with this act, the foreign corporation becomes, to the extent of its charter powers and within the restrictions of this act, a domestic corporation. (N. Y., N. H. & H. R. R. Co. v. Welsh, 143 N. Y. 411.) But not, however, for the purposes of jurisdiction of the federal courts. For the purposes of suing or being sued in the federal courts, a corporation is a citizen of the state under whose laws it was originally incorporated; and while other states may treat it as a domestic corporation within their boundaries, it nevertheless retains the power to sue citizens of that state in the federal courts. (St. Louis & San Francisco Railway v. James, 161 U. S. 545.) For other purposes than federal jurisdiction, the act of the legislature authorizing foreign corporations to do business here, * per se, makes them, in contemplation of the laws of this state, corporations pro hac vice; and their acts, done in pursuance of the authority, will be, not by comity alone, but by law, corporate acts.”. (In the Matter of Peter Townsend, 39 N. Y. 171-175.)

« AnteriorContinuar »