erty of non-resident aliens. 166 Service of process on a foreign corporation is sufficient if made by leaving an attested copy with the president, clerk, cashier, treasurer, agent, director or attorney of the corporation, or by leaving it at the office of or place of business of the corporation within the State.167 Against foreign insurance companies on policies signed or countersigned by an agent within the State process may be served on the agent who signed, or any agent or attorney of the company or left at his last residence; and against a foreign express company in the same way. 168 Any foreign corporation doing business continuously in this State, and having constantly an officer or agent resident herein, on whom service of any process may be made, shall be entitled to the benefit of all provisions of law relating to limitation of actions, the same as domestic corporations. 169 Foreign banks are required to make special returns.170 § 162. Maryland. Foreign corporations (except telephone, banking, insurance and railroad companies, electric light or construction companies, and oil or pipe line companies) shall before opening any office or transacting business in Maryland file in the office of the Secretary of State a certified copy of the charter, with a statement of condition, designating the place of its principal office or offices, the name and address of its resident agent or agents upon whom legal process may be served. This certificate is recorded, and a copy of it is legal evidence of corporate existence.171 The Secretary of State issues a certificate of right to do business, 172 and any one who acts as agent for the corporation before this certificate is issued shall pay a fine of 166 Me. Rev. Stat. ch. 47, § 76. 167 Ibid. ch. 83, § 19. 168 Ibid. ch. 83, § 22. 169 Ibid. ch. 83, § 107. 170 Ibid. ch. 8, § 60. 171 Md. 1898, ch. 270, § 1. 172 Ibid. § 2. one hundred dollars for each day he so acts. 173 No such foreign corporation shall be permitted to maintain any action, either at law or in equity, in the courts of the State until the certificate has been issued."7 174 A foreign corporation may be made defendant in an attachment. 175 Any corporation not chartered by the laws of this State, which shall transact business therein, shall be deemed to hold and exercise franchises within this State, and shall be liable to suit in any of the courts of this State on any dealings or transactions therein. 176 Suits may be brought in any court. of this State, or before a justice of the peace, against any corporation not incorporated under its laws, but deemed to hold and exercise franchises herein, or against any joint stock company or association doing business in this State, by a resident of this State, for any cause of action; and by a plaintiff not a resident of this State when the cause of action has arisen, or the subject of the action shall be situated, in this State; and process in such suits may be served as provided [in the case of domestic corporations] and also upon any agent of such corporation or joint stock company or association; and in case of service of process on an agent, notice shall be left. at the principal office. 177 If such a corporation ceases to have a resident agent, and no officer can be found in the State, process served on the last agent shall be sufficient, if a copy is also served on the president or managers or two directors, wherever they may be found. 178 $163. Massachusetts. No foreign corporation (except life insurance companies) shall engage or continue in any kind of business in this com 173 Ibid. §. 174 Ibid. § 4. 175 Md. Gen. L. Art. 9, § 2. 178 Md. Gen. L. Art. 23, § 295. 177 Ibid. § 297. 178 I id. § 298. monwealth the transaction of which by domestic corporations is not permitted by the laws of this commonwealth. 179 "Every foreign corporation, except foreign insurance corporations, which has a usual place of business in this commonwealth, or which is engaged in this commonwealth, permanently or temporarily, and with or without a usual place of business therein, in the construction, erection, alteration or repair of a building, bridge, railroad, railway or structure of any kind, shall, before doing business in this commonwealth, in writing appoint the commissioner of corporations and his successor in office to be its true and lawful attorney upon whom all lawful processes in any action or proceeding against it may be served, and in such writing shall agree that any lawful process against it which is served on said attorney shall be of the same legal force and validity as if served on the corporation, and that the authority shall continue in force so long as any liability remains outstanding against the corporation in this commonwealth. Every foreign insurance corporation shall in like manner and with like effect appoint the insurance commissioner or his successor in office to be its attorney. The power of attorney and a copy of the vote authorizing its execution, duly certified and authenticated, shall be filed in the office of the commissioner who has been appointed, and copies certified by him shall be sufficient evidence thereof. Service of such process shall be made by leaving a copy of the process with a fee of two dollars in the hands or in the office of the commissioner, and such service shall be sufficient service upon the principal." 180 Before engaging in business every foreign corporation (except insurance companies, which are specially provided for) shall file with the Secretary of State a copy of its charter or articles, together with a sworn statement of the amount of its capital stock, of the amount paid in thereon to its treasurer and, if any part of such payment has been made otherwise than in 179 Mass. Rev. L. ch. 126, § 2; 1903, ch. 437, § 57. 180 Mass. Rev. L. ch. 126, § 4; 1903, ch. 437, § 58. money, of the details of such payment; and in the case of business corporations also the name of the corporation, the location of its principal office, the names and addresses of its officers, the date of its annual meeting for the election of officers, and a copy of its by-laws. The officers of such corporation who fail to comply with this requirement are liable to a fine of not more than five hundred dollars; but such failure shall not affect the validity of any contract by or with such corporation. For false and fraudulent statements the officers are liable to creditors, as are those of domestic corporations. 181 Notice of increase or decrease of capital stock must be filed within thirty days.182 An annual certificate of condition shall be filed, approved by the commissioner of corporations. 183 For failure to file this certificate the corporation shall forfeit to the commonwealth not less than five nor more than ten dollars for each day for fifteen days after the expiration of the period [for filing], and not less than ten nor more than two hundred dollars for each day thereafter, during which such omission continues. 184 "A foreign corporation which carries on a banking, mortgage, loan and investment or trust business shall indicate in letters equally conspicuous with its name, upon all signs, advertisements, circulars, letterheads and other documents which contain its name, the state or country in which it is chartered or incorporated. No such corporation and no person who is engaged in such business shall carry it on in or under a name which, previous to such use, was in lawful use by a corporation which was established under the laws of this commonwealth and was carrying on the same or a similar business or in or under a name so similar thereto as to be liable to be mistaken for it." 185 181 Mass. Rev. L. ch. 126, § 7; 1903, ch. 437, § 60. 182 Mass. Rev. L. ch. 126, § 12; 1903, ch. 437, § 65. 183 Mass. Rev. L. ch. 126, §§ 13, 14; 1903, ch. 437, §§ 66, 67. 184 Mass. Rev. L. ch. 126, § 15; 1903, ch. 437, § 68. 185 Mass. Rev. L. ch. 126, § 8. Foreign business and manufacturing corporations which have complied with the provisions of the law may purchase and hold such real estate in this commonwealth as may be necessary for conducting their business, 186 "If a foreign corporation which owns or controls a majority of the capital stock of a domestic street railway, gas light or electric light corporation issues stock, bonds or other evidences of indebtedness based upon or secured by the property, franchise or stock of such domestic corporation, unless such issue is authorized by the law of this commonwealth, the supreme judicial court shall have jurisdiction in equity in its discretion to dissolve such domestic corporation. If it appears to the attorney general that such issue has been made, he shall institute proceedings for such dissolution and for the proper disposition of the assets of such corporation. The provisions of this section shall not affect the right of foreign corporations, their officers or agents to issue stock and bonds in fulfillment of contracts existing on the fourteenth day of July in the year eighteen hundred and ninety-four." 187 "Foreign corporations engaged in the business of selling or negotiating bonds, mortgages, notes or other choses in action shall be subject to all the general laws relating to foreign corporations which have a usual place of business in this commonwealth, and they shall make an annual return to the commissioner of corporations of their assets and liabilities, and shall make such further statements to him at such times and in such form as he may require." 188 "Foreign corporations which have property in this commonwealth shall be liable to be sued and to have their property attached in the same manner and to the same extent as natural persons who are residents of other states and who have property in this commonwealth." 189 188 Ibid. § 10; Mass. 1903, ch. 437, § 63. 187 Mass. Rev. L. ch. 126, § 11; 1903, ch. 437, § 64. 188 Mass. Rev. L. ch. 126, § 3; see 1903, ch. 463. 189 Mass. Rev. L. ch. 126, § 9; 1903, ch. 437, § 62. |