a duly certified copy of its articles of incorporation, and thereupon the Secretary of State shall issue to such corporation a permit to transact business in this State. If such corporation is created for more than one purpose, the permit may be limited to one or more purposes; and such corporation on obtaining such permit shall have and enjoy all the rights and privileges conferred by the laws of this State on corporations organized under the laws of this State, and shall be authorized and empowered to hold, purchase, sell, mortgage, or otherwise convey such real estate and personal estate as the purposes of such corporation may require, and also to take, hold and convey such other property, real, personal or mixed, as may be requisite for such corporation to acquire in order to obtain or secure the payment of any indebtedness or liability due, or which may become due, or belonging to the corporation; provided, that if such corporation so obtaining a permit to do business in this State, shall acquire any real estate under the powers herein conferred, it shall alienate all real property so acquired by it not necessary for the purposes of such corporation, within fifteen years from the time of acquisition; and provided further, that such corporation shall alienate all real estate acquired by it for the purposes of such corporation, within fifteen years from the expiration of the time for which the permit is issued, or if such permit be renewed, or such corporation be otherwise authorized to carry on business in this State, then such corporation shall alienate such real estate within fifteen years after the expiration of the time for which such permit is extended, or it is so authorized to carry on business in this State; and provided further, that if such corporation shall cease to carry on business in this State, that it shall alienate all such real estate so acquired by it, within fifteen years after the time it shall so cease to carry on business in this State.460 No such corporation can maintain any suit or action, either legal or equitable, in any of the courts of this

460 Tex. Rev. Stat. Art. 745; 1897, ch. 119.

State, upon any demand, whether arising out of contract or tort, unless at the time such contract was made or tort committed the corporation had filed its articles of incorporation under the provisions of this chapter in the office of the Secretary of State for the purpose of procuring its permit.461 The provisions of this chapter shall not apply to corporations created for the purpose of constructing, building, operating, or maintaining any railway, or to such corporations as are required by law to procure permits to do business from the Commissioner of Agriculture, Insurance, Statistics and History.462 No permit shall be issued for a longer period than ten years from the date of filing such articles of incorporation in the office of the Secretary of State.463 Either the original permit or certified copies thereof by the Secretary of State shall be evidence of the compliance on the part of any corporation with the terms of this chapter. A certificate of the Secretary of State to the effect that the corporation named therein has failed to file in his office its articles of incorporation shall be evidence that such corporation has in no particular complied with the requirements of this chapter." 464

The purposes for which a permit is granted a foreign corporation will be limited to those authorized by Texas statutes for domestic corporations; and will also be limited to the purposes named in some one subdivision of the Article in which is enumerated the purposes for which corporations may be formed in Texas. 465 Every foreign corporation violating the provisions of the anti-trust act is denied the right and prohibited from doing business in the State.466 No permit to do business in the State shall be granted to any foreign mutual fire, storm or lightning insurance company without authorized capital."

461 Tex. Rev. Stat. Art. 746.

462 Ibid. Art. 747.

463 Ibid. Art. 748.

464 Ibid. Art. 749.

465 Tex. Corp. Supp. p. 23, note.

466 Tex. Rev. Stat. Art. 5316.

487 Ibid. Art. 642, cl. 50.

467

A foreign corporation may be sued in any county where any part of the cause of action accrued, or where the company has a principal office or an agency, or when it has no agent in the State, where the plaintiff resides.468

In any suit against a foreign private or public corporation, joint stock company, or association, or acting corporation or association, citation or other process may be served on the president, vice-president, secretary, or treasurer, or general manager, or upon any local agent within this State. 469

§ 186. Utah.

No corporations organized outside of this State shall be allowed to transact business within the State on conditions more favorable than those prescribed by law to similar corporations organized under the laws of this State.470 No corporation shall do business in this State without having one or more places of business with an authorized agent or agents, upon whom process may be served; nor without first filing a certified copy of its articles of incorporation with the Secretary of State. 471

"All corporations not organized under the laws of this state, before doing business within the state shall file with the secretary of state and with the county clerk of the county wherein their principal office in the state is situated, a certified copy of their articles of agreement, certificate of incorporation, and by-laws, and, in case of alteration or amendment of said articles of incorporation or by-laws, shall file certified copies of such alterations or amendments with each of said officers, and shall also, before doing business within the state, by resolution of their board of directors, accept the provisions of the constitution of this state, and also designate some person residing in the county in which its principal place of business in the

468 Ibid. Art. 1194, cl. 25.

469 Ibid. Art. 1223.

470 Ut. Const. Art. 12, § 6. 471 Ibid. § 9.

state is situated, upon whom process issued by authority of or under any law of the state may be served. A copy of such resolutions shall be certified by the president and secretary, under the seal of the company, and filed in the office of the secretary of state and in the office of the county clerk of the county in which its principal office is situated.472 Any such corporation failing to comply with the provisions of the foregoing section shall not be entitled to the benefits of the laws of this state relating to corporations; and any person acting as agent of a foreign corporation which shall neglect or refuse to comply with the foregoing provisions, shall be deemed guilty of a misdemeanor, and shall be personally liable on any and all contracts made in this state by him for and in behalf of such company during the time that it shall remain so in default; provided, that this section shall not be held to apply to persons acting as agents for foreign corporations for a special or temporary purpose or for a purpose not within the ordinary business of such corporations, nor shall it apply to attorneys-atlaw as such." 473 If no designated agent is found, process may be served on the managing agent.474

Foreign building and loan companies before doing business must get a certificate of authority from the Secretary of State. The company files a statement of condition. Upon receipt of such statement, the Secretary of State, if he believes that the association is properly managed, that its financial condition is satisfactory, and that its business is conducted upon a safe and reliable plan, shall issue a certificate of authority. to such corporation.475 An annual statement of condition must be published. 476

A foreign insurance company desiring to do business in Utah must appoint an attorney and file with the Secretary of

472 Utah Rev. Stat. § 351.

473 Ibid. § 352.

474 Ibid. § 2948, cl. 5.

475 Ibid. § 397.

476 Ibid. § 398.

State written authority for him to accept service of process; it must also file a certified copy of its charter or articles, and a sworn statement of condition; and must show that if organized in a foreign county it has deposited at least two hundred thousand dollars in some of the United States for security of the assured in this country.477 The company and each agent must procure à certificate of authority before doing business.478 Any insurance company doing business before obtaining authority shall be fined one hundred dollars a day, but no more than one thousand dollars in all; every agent shall be fined twenty-five dollars a day, but no more than two hundred and fifty dollars in all.479 Policies written by foreign companies must be countersigned by a licensed local agent.480

Foreign railroad companies which have filed their articles with the Secretary of State are given the same right to take property belonging to the State as domestic companies.481

$187. Vermont.

"No foreign corporation, except railroads and such corporations as are subject to the supervision and examination of the insurance commissioners and inspector of finance under the laws of this state, and which are by the provisions of this act required to pay to this state an annual license tax, shall do business herein without having first procured from the secretary of state a certificate that it has complied with all 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. The secretary of state shall deliver such certificate to every such corporation so complying with the requirements