could not claim the right of eminent domain, simply because it was engaged in interstate commerce, yet if it acquired a right of way by grant of individual owners the State could neither prevent it from coming in nor exclude it after it had entered.74 But although the State cannot exclude such a corporation it is admitted that some control may be exercised. Even the least control must obviously to some extent affect interstate commerce; to be within the constitutional power of the State it must not go so far as to be a regulation of it. Under the somewhat ambiguous term of police powers, regulations may be prescribed by the State for the good order, peace, and protection of the community. Thus laws providing for the examination of pilots have been supported; and of locomotive engineers who engaged in interstate commerce.75 A statute of a State regulating the delivery of telegrams in a foreign State cannot be defended on that ground,76 but a statute to prevent "ticket-scalping" has been upheld." And a license tax on telegraph poles and wires has been sustained as a return for police supervision.78 The application to a foreign corporation engaged in interstate commerce of a statute requiring a regular place of business and an officer upon whom process could be served has been held constitutional." If the foreign corporation fails to observe any State regulation, it cannot be enjoined from doing business; some other penalty must be provided.80 The limits of the police power are not yet well defined, nor is it possible without a most exhaustive discussion of the 74 See W. U. Tel. Co. v. Mass., 125 U. S. 530, 31 L. ed. 790. 75 Smith v. Alabama, 124 U. S. 465, 31 L. ed. 508. 76 W. U. Tel. Co. v. Pendleton, 122 U. S. 347, 30 L. ed. 1187. 77 Fry v. State, 63 Ind. 552. 78 W. U. Tel. Co. v. New Hope, 187 U. S. 419, 47 L. ed. 240; Atl. & Pac. Tel. Co. v. Phila., 190 U. S. 385, 47 L. ed. 995. 79 Am. Union Tel. Co. v. W. U. Tel. Co., 67 Ala. 26, 42 A. R. 90; Gunn v. White Sewing Machine Co., 57 Ark. 24, 20 S. W. 591, 38 A. S. R. 323, 18 L. R. A. 206. But see contra, N. O. & M. Packet Co. v. James, 32 Fed. 21. 80 W. U. Tel. Co. v. Mass., 125 U. S. 530, 31 L. ed. 790. 81 subject to lay down any but the most general principles. These were explained by Mr. Justice Bradley, as follows: "There are, undoubtedly, many things which in their nature are so deleterious or injurious to the lives and health of the people as to lose all benefit of protection as articles or things of commerce, or to be able to claim it only in a modified way. Such things are properly subject to the police power of the State. It is also within the undoubted province of the State legislature to make regulations with regard to the speed of railroad trains in the neighborhood of cities and towns; with regard to the precautions to be taken in the approach of such trains to bridges, tunnels, deep cuts, and sharp curves; and generally, with regard to all operations in which the lives and health of people may be endangered,—even though such regulations affect to some extent the operations of interstate commerce. Such regulations are eminently local in their character, and, in the absence of congressional regulations over the same subject, are free from all constitutional objections, and unquestionably valid." 82 How far the taxation of a foreign corporation may be a regulation of interstate commerce will be discussed in another chapter. 81 Citing Brown v. Md., 12 Wheat. 419, 443, 6 L. ed. 678; The License Cases, 5 How. 504, 576, 12 L. ed. 256. 82 Crutcher v. Kentucky, 141 U. S. 47, 35 L. ed. 649. See WatersPierce Oil Co. v. State, 19 Tex. Civ. App. 1; 44 S. W. 936. STATUTORY CHAPTER VII. REGULATIONS OF FOREIGN CORPORATIONS. § 141. Purposes and nature of stat- § 169. Nebraska. utory regulation. 142. Alabama. 143. Alaska. 144. Arizona. 145. Arkansas. 146. California. 147. Colorado. 148. Connecticut. 149. Delaware. 150. District of Columbia. 151. Florida. 152. Georgia. 153. Hawaii. 154. Idaho. 156. Indiana. 168. Montana. 170. Nevada. 171. New Hampshire. 172. New Jersey. 173. New Mexico. 174. New York. 175. North Carolina. 176. North Dakota. 177. Ohio. 178. Oklahoma. 184. Tennessee. 185. Texas. 186. Utah. 193. Nova Scotia. 194. Ontario. 195. New Brunswick. $141. Purposes and nature of statutory regulation. Statutory regulations of the business of a foreign corporation are directed, generally speaking, to secure the rights of domestic creditors, stockholders, or others dealing with the corporation. The earliest need of regulation felt by the [Chap. VII. States was some provision by which it might be possible for a creditor to bring suit against a corporation. This was accomplished by a provision requiring a foreign corporation to appoint an agent within the State authorized to accept service of process; and such a provision has been adopted in every State. For the protection of persons dealing with the corporation, publicity as to its business is often required. Special provisions are common for securing domestic creditors of insurance companies; those being the most important foreign corporations which (not being engaged in interstate commerce) the States are at liberty to regulate. § 142. Alabama. It is provided in the Constitution that "no foreign corporation shall do any business in this State without having at least one known place of business and an authorized agent or agents therein; and without filing with the Secretary of State a certified copy of its articles of incorporation or association. Such corporation may be sued in any county where it does business by service of process upon an agent anywhere in this State." 1 Every corporation not organized under the laws of the State (except corporations organized under the laws of the United States 2) shall before engaging in or transacting any business in the State, file a sealed instrument designating at least one known place of business in the State and an authorized agent or agents residing thereat; and when any such corporation shall abandon or change its place of business as designated in such instrument, or shall substitute another agent for the agent designated in such instrument of writing, such corporation shall file a new instrument before transacting any further business in the State. An insurance company files this instrument with the State Auditor; other cor 1 Ala. Const. § 232. 2 Ala. Code, § 1324. 3 Ibid. § 1316. 4 porations with the Secretary of State. It is unlawful for any foreign corporation or any agent of such corporation to transact any business in the State before complying with these provisions. For each offense of the sort the corporation is to be fined one thousand dollars, and the agent five hundred dollars.5 "When a foreign corporation has filed an instrument in writing designating one or more agents in this State as provided by this Code, process issuing against such foreign corporation may be served upon any agent so designated; and the certificate of the Secretary of State or of the Auditor, as the case may be, showing such designation, is evidence of the fact of such agency. If the agent designated by such foreign corporation shall die, resign, remove from the State, or his authority shall cease from any cause, and no other agent shall be designated by said foreign corporation, the service of process issuing against it may be made upon the Secretary of State, or if the process be against an insurance company, upon the Auditor; and the officer serving such process upon the Secretary of State or the Auditor, as the case may be, must immediately transmit a copy thereof by mail to such corporation at its home office and state such fact in his return." " Railroad, mining, quarrying and manufacturing corporations organized under the laws of other States, which have complied with the State laws regulating the doing business in this State by foreign corporations, and which are actually doing business in this State, shall have the same right of eminent domain and the same remedies for the enforcement thereof as domestic corporations." "When an attachment is sued out in favor of a . . . foreign corporation, security for the costs of the suit may be taken and approved by the officer issuing the same, or may be indorsed 4 Ibid. § 1317. 5 Ibid. §§ 1318, 1319. • Ibid. § 3277. 7 Ala. 1900, Act 20. |