it must cease doing business. An annual statement must be published in a newspaper published or at least circulating in each county where business is done. No agent shall transact business for the company without a certificate of authority from the territorial auditor.286 Similar provisions are made in the case of foreign building and loan associations. 287

No corporation created by a foreign country or corporation more than twenty per cent. of whose stock is owned by aliens shall acquire or hold land in the Territory; land acquired in violation of this provision is forfeited to the United States.288

Suit may be brought by attachment against a foreign corporation whose principal office or place of business is outside the Territory, unless it has a designated agent in the Territory upon whom service of process may be had.289

8174. New York.

A foreign corporation is one not incorporated by or under the laws of the State or colony of New York.200

"No foreign stock corporation other than a moneyed corporation, shall do business in this state without having first procured from the secretary of state a certificate that it has complied with all the requirements of law to authorize it to do business in this state, and that the business of the corporation. to be carried on in this state is such as may be lawfully carried on by a corporation incorporated under the laws of this state for such or similar business, or, if more than one kind of business, by two or more corporations so incorporated for such. kinds of business respectively. The secretary of state shall deliver such certificate to every such corporation so complying with the requirements of law. No such corporation now doing business in this state shall do business herein after December

286 Ibid. §§ 2117-2119.

287 N. Mex. 1899, ch. 72, §§ 16–20.

288 U. S. Stat. 1887, ch. 340.

289 N. Mex. Comp. L. § 2686.

290 N. Y. Gen. Corp. L. § 3, cl. 5.

thirty-first, eighteen hundred and ninety-two, without having procured such certificate from the secretary of state, but any lawful contract previously made by the corporation may be performed and enforced within this state subsequent to such date. No foreign stock corporation doing business in this state shall maintain any action in this state upon any contract made by it in this state unless prior to the making of such contract it shall have procured such certificate. This prohibition shall also apply to any assignee of such foreign stock corporation and to any person claiming under such assignee or such foreign stock corporation or under either of them. No certificate of authority shall be granted to any foreign corporation having the same name as an existing domestic corporation, or a name so nearly resembling it as to be calculated to deceive." 201 Before granting the certificate, the Secretary of State shall require the foreign corporation to file a sworn copy in the English language, of its charter, and a statement of the nature of the business, the principal place of business within the State, and designating a person on whom process may be served, who must have an office at the designated place of business of the corporation. This designation of an agent can be revoked only by designating in the same way another agent. If upon the death or removal of such agent the corporation does not within thirty days designate another, the Secretary of State may revoke the authority of the corporation to do business in the State.292

Service of process on a foreign corporation may be made by service on the president, treasurer or secretary of the corporation, or upon the designated agent; or if such officer or agent cannot be found, and the corporation has property and the cause of action arose within the State, on the cashier, a director, or a managing agent of the corporation.293

An annual report of condition must be filed with the Secre

291 Ibid. § 15, amended 1901, ch. 96 and ch. 538.

292 N. Y. Gen. Corp. L. § 16, amended 1895, ch. 672.

293 N. Y. Co. Civ. Pro. § 432.

tary of State, showing the amount of capital stock and amount issued, the amount of its debts or an amount which they do not exceed, and the amount of its assets or an amount they at least equal.294 "Every foreign stock corporation having an office for the transaction of business in this state, except moneyed and railroad corporations, shall keep therein a book to be known as a stock book, containing the names, alphabetically arranged, of all persons who are stockholders of the corporation, showing their places of residence, the number of shares of stock held by them respectively, the time when they respectively became the owners thereof, and the amount paid thereon. Such stock book shall be open daily, during business hours, for the inspection of its stockholders and judgment creditors, and any officer of the state authorized by law to investigate the affairs of any such corporation. If any such foreign stock corporation has in this state a transfer agent, whether such agent shall be a corporation or a natural person, such stock book may be deposited in the office of such agent and shall be open to inspection at all times during the usual hours of transacting business, to any stockholder, judgment creditor or officer of the state authorized by law to investigate the affairs of such corporation. For any refusal to allow such book to be inspected, such corporation and the officer or agent so refusing shall each forfeit the sum of two hundred and fifty dollars to be recovered by the person to whom such refusal was made." 295

"The officers, directors and stockholders of a foreign stock corporation transacting business in this state, except moneyed and railroad corporations, shall be liable under the provisions of this chapter, in the same manner and to the same extent as the officers, directors and stockholders of a domestic corporation, for: 1. The making of unauthorized dividends; 2. The creation of unauthorized and excessive indebtedness; 3. Unlawful loans to stockholders; 4. Making false certificates,

294 N. Y. Stock Corp. L. § 30, as amended 1901, ch. 354. 295 Ibid. § 53, as amended 1897, ch. 384, § 3.

reports or public notices; 5. An illegal transfer of the stock and property of such corporation, when it is insolvent or its insolvency is threatened; 6. The failure to file an annual report. Such liabilities may be enforced in the courts of this state, in the same manner as similar liabilities imposed by law upon the officers, directors and stockholders of domestic corporations." 296

Any foreign corporation created in the United States doing business in the State may acquire such real property in the State as may be necessary for its corporate purposes in the transaction of business in the State, and may convey it, in the same manner as a domestic corporation.297

Any foreign corporation may purchase at a sale upon the foreclosure of any mortgage held by it, or upon any judgment or decree for debts due it, or upon any settlement to secure such debts, any real property within this State covered by or subject to such mortgage, judgment, decree, or settlement, and may take by devise any real property situated within this State and hold the same for not exceeding five years from the date of such purchase, or from the time when the right to the possession thereof vests in such devisee, and convey it by deed or otherwise, in the same manner as a domestic corporation. 298

No foreign corporation doing business in the State shall combine with any other corporation or person for the creation of a monopoly or the unlawful restraint of trade or for the prevention of competition in any necessary of life.299 But ordinary consolidations of two corporations, permitted by the law that governs them and within the general scope of their business, are permitted.300

"An action may be maintained by a foreign corporation

296 Ibid. § 60, added 1897, ch. 384, § 4.

297 N. Y. Gen. Corp. L. § 17, as amended 1892, ch. 687.

298 Ibid. § 18. as amended 1892, ch. 687, and 1894, ch. 136. 299 N. Y. Stock Corp. L. § 7, as amended 1897, ch. 384, § 1. 300 Ibid. § 40.

in like manner and subject to the same regulations as where the action is brought by a domestic corporation, except as otherwise specially prescribed by law. But a foreign corporation cannot maintain an action, founded upon an act or upon a liability or obligation, express or implied, arising out of, or made and entered into in consideration of, an act, which the laws of the State forbid a corporation or association of individuals to do without express authority of law. This section does not affect the validity of a meeting of the stockholders or directors of a foreign corporation, held within the State, where such a meeting is authorized by the laws of the State, country, or government by or under which the corporation is created, or of an act done at such a meeting which is not in conflict with the same laws, or the laws of the State." 301 The defendant in an action brought by a foreign corporation may require security for costs to be given.302

An action against a foreign corporation may be maintained by a resident of the State, or by a domestic corporation, for any cause of action. An action against a foreign corporation may be maintained by another foreign corporation, or by a non-resident, in one of the following cases only: 1. Where the action is brought to recover damages for the breach of a contract made within the State, or relating to property situated within the State, at the time of the making thereof. 2. Where it is brought to recover real property situated within the State, or a chattel which is replevied within the State. 3. Where the cause of action arose within the State, except where the object of the action is to affect the title to real property situated without the State.303 The attorney general may maintain an action upon his own information or upon the complaint of a private person against a foreign corporation which exercises within the State any corporate rights, privileges or franchises not granted to it by the law of this State; or which