to insurance companies. 227 Manufacturing and business corporations must in addition procure a license from the Secretary of State to do business, which he will not grant if the corporation could not organize under the laws of Missouri. The fee is ten dollars.228

Special provisions are made for corporations of various kinds. Thus it is provided by the Constitution that "if any railroad company organized under the laws of this State shall consolidate, by sale or otherwise, with any railroad company organized under the laws of any other State, or of the United States, the same shall not thereby become a foreign corporation; but the courts of this State shall retain jurisdiction in all matters which may arise, as if said consolidation had not taken place. In no case shall any consolidation take place, except upon public notice of at least sixty days to all stockholders, in such manner as may be provided by law." 229 Foreign building and loan associations deposit one hundred thousand dollars with the State Treasurer, file a copy of the charter and appointment of the State Treasurer as agent to receive service of process and pay special fees. 230 Fraternal benefit associations are also subject to special provisions.

231

Any corporation incorporated by any other State or country, and having property in this State, shall be liable to be sued, and the property of the same shall be subject to attachment, in the same manner as individuals, residents of other States or countries, and having property, are now liable to be sued, and their property subject to be attached.232 Service is made by delivering a copy of the writ and petition to any officer or agent of such corporation or company in charge of any office or place of business, or if it have no office or place of business, then to any officer, agent, or employee in any county where

such service may be obtained.233 Service may be made by publication if no agent can be found.234

§ 168. Montana.

The constitution provides that "no foreign corporation shall do any business in this State without having one or more known places of business, and an authorized agent or agents in the same, upon whom process may be served. And no company or corporation formed under the laws of any other country, State or territory shall have or be allowed to exercise or enjoy within this State any greater rights or privileges than those possessed or enjoyed by corporations of the same or similar character created under the laws of the State;" 235 and that if a corporation of Montana consolidates with a foreign corporation, the consolidated corporation "shall not thereby become a foreign corporation, but the courts of this State shall retain jurisdiction over that part of the corporate property within the limits of the State in all matters that may arise as if said consolidation had not taken place." 236

All foreign corporations or joint stock companies, organized under the laws of any State, or of the United States or of any foreign government, shall, before doing business within this State, file in the office of the Secretary of State, and in the office of the county clerk of the county wherein they intend to carry on business, a duly authenticated copy of their charter, or articles of incorporation, and also a statement of condition, including the name of the corporation, the location of its principal office within and outside the State, and the amount of its capital stock authorized and paid in. "Such corporation or joint stock company shall also file, at the same time, and in the same offices, a certificate, under the seal of the corporation, and the signature of its president, vice-president,

or other acting head; and its secretary, if there be one, certifying that the said corporation has consented to be sued in the courts of this State, upon all causes of action arising against it in this State, and that service of process may be made upon some person, a citizen of this State, whose name and place of residence shall be designated in such certificate, and such service, when so made upon such agent shall be valid service on the corporation or company, and such agent shall reside at the principal place of business of such corporation or company.237 The written consent of the person so designated to act as such agent shall also be filed in like manner, and such designation shall remain in force until the filing in the same offices of a written revocation thereof, or of a consent, executed in like manner. A certified copy of a designation so filed, accompanied with a certificate that it has not been revoked, is presumptive evidence of the execution thereof and conclusive evidence of the authority of the officer executing it. 238 If any foreign corporation shall attempt or commence to do business in this State without having first filed said statement, certificate and consent, required by this Act, no contract made by such corporation, or any agent or agents thereof, during the time it shall so neglect to file such statement, certificate or consent, shall be enforceable by the corporation until the foregoing provisions have been complied with. 239 Every such corporation shall annually, and within two months from the first day of April of each year, make a report, which shall be in the same form, and contain the same information as required in the statement mentioned in section one of this Act, which report shall be filed in the office of the county clerk of the county wherein the business of said corporation is carried on, and a duplicate thereof in the office of the secretary of state.240 Every foreign corporation doing business in this

237 Mont. 1901, p. 150, § 1.

238 Ibid. § 2.

230 Ibid. §3.

240 Ibid. § 4.

State contrary to the provisions of this Act is guilty of a misdemeanor. Every person who acts as agent or in any other capacity for a foreign corporation, who has not complied with the provisions of law relating to foreign corporations, is guilty of a misdemeanor.241 Any foreign corporation or joint stock company now engaged in carrying on business in Montana, which has heretofore filed a copy of its charter or articles of incorporation, a statement, certificate designating an agent upon whom service of summons and other process may be made, and the consent of such agent in compliance with the provisions of Title XI, Part IV, Division 1 of the Civil Code of Montana shall not be required to comply with the provisions of sections one and two of this Act, provided, that if the agent designated and appointed by such corporation or joint stock company does not now reside in this State, or has resigned, or his appointment has been revoked, or if he shall hereafter reside out of the State, or resign, or his appointment be revoked, such corporation or joint stock company shall be required to designate another agent and file such designation and the consent of such agent in accordance with the provisions of this Act." 242 A foreign corporation bringing suit may be required by the defendant to give security for costs.243

§ 169. Nebraska.

Every corporation (which includes foreign corporations) previous to the commencement of any business, must adopt articles of incorporation and have them filed in the office of the Secretary of State.244 Any corporation organized under the laws of any other State or States, Territory or Territories, which has filed or may hereafter file with the Secretary of State of this State a true copy of its charter or articles of association, shall, on filing with the Secretary of State a certified

241 Ibid. §§ 5. 6.

242 Ibid. § 8.

243 Mont. Co. Civ. Pro. § 1871.

244 Neb. Comp. L. § 1829.

copy of a resolution adopted by its board of directors accepting. the provisions of this act, be and become a body corporate of this State.245 Foreign colleges and universities which comply with this provision may confer degrees. 246 Foreign insurance companies which have assets of not less than fifty thousand dollars and comply with the laws of the State may receive certificates from the Auditor permitting business in the State. This does not apply to fraternal beneficiary societies.247

"Whenever the existing of future laws of any other state of the United States, or the rules and regulations of the insurance department of any such state, shall require of life. insurance companies organized under the laws of this state any deposit of securities in such state for the security of the policy holders, or any payment of taxes, fines, penalties, certificates of authority, licenses, fees, or require any other duties, examinations, or acts than are by the laws of this state required of such companies organized under the laws of such other state, then the auditor of public accounts shall immediately require from every insurance company of any and every character whatever of such other state transacting or seeking to transact business in this state, the like payment of all licenses, fees, taxes, fines or penalties, and the like making of all deposits of securities and statements, and the like doing of all acts which by the laws or rules of the insurance department of such other state, are in excess of the licenses, fees, taxes, deposits, statements, fines, penalties, acts, examinations or duties required by the laws of this state of the companies of such other states." 248

"Any railroad company heretofore organized under the laws of the states of Kansas, Missouri, Iowa, Minnesota, or territory of Dakota, or any company so organized under the laws

36.

248 Ibid. § 3493. This is constitutional; St. v. Ins. Co., (Neb.) 99 N. W.