designated as hereinafter required. Such appointment shall be in writing, signed by the president, or chief officer of such corporation, and shall be attested by its corporate seal, and shall contain the name of the agent, his place of residence, and the place where the principal business of such corporation is to be carried on, and shall authorize such agent to accept service of process in any action or suit pertaining to the property, business or transactions of such corporation within this state in which such corporation may be a party. The signature of such president or chief officer, attested by the corporate seal to such written appointment, shall be sufficient proof of the appointment of such agent. Such appointment when duly executed, shall be filed for record in the office of the Secretary of State by such corporation, and shall be there recorded, and such corporation shall have and keep continually some resident agent, empowered as aforesaid, during all the time such corporation shall conduct or carry on any business within this state, and service of any process, pleading, notice or other paper shall be taken and held as due service on such corporation. Such corporation may change its agent or its principal place of business from time to time by filing and recording with the Secretary of State a new appointment stating the change of such agent or the change in its principal place of business." 494 The penalty on a foreign corporation for doing business in the State before complying with the foregoing provisions is two hundred fifty dollars.495 "Any agent of any foreign corporation conducting or carrying on business within the limits of this state, for and in the name of such corporation, contrary to any of the provisions of this act, shall be deemed guilty of a misdemeanor, and, upon conviction thereof, shall be punished by a fine not exceeding two hundred dollars, or by imprisonment in the county jail for a term not exceeding three months, or by both such fine and imprisonment." 496

494 Ibid. § 1526.

485 Wash. 1899, p. 100.

496 Wash. Gen. Stat. § 1531.

'Any railroad corporation chartered by or organized under the laws of the United States, or of any state or territory, whose constructed railroad shall reach or intersect the boundary line of this state at any point, may extend its railroad into this state from any such point or points to any place or places within the state, and may build branches from any point on such extension. Before making such extension or building any such branch road, such corporation shall, by resolution of its directors or trustees, to be entered in the record of its proceedings, designate the route of such proposed extension or branch by indicating the place from and to which such extension or branch is to be constructed, and the estimated length of such extension or branch, and the name of each county in this state through or into which it is constructed or intended to be constructed, and file a copy of such record, certified by the presi-. dent and secretary, in the office of the Secretary of State, who shall endorse thereon the date of filing thereof, and record the same. Thereupon such corporation shall have all the rights and privileges to make such extension or build such branch and receive such aid thereto as it would have had had it been authorized so to do by articles of incorporation duly filed in accordance with the laws of this state. All such railroad corporations, consolidated companies and their branches, including their stock, property and franchises, within the jurisdiction of this state, shall be subject to and controlled by the constitution and laws of this state." 497

Foreign fraternal beneficiary associations must file its charter with the Commissioner of Insurance, and appoint him attorney to receive service of process; and if the law of the State of charter does not provide for formal authorization of the corporation to do business it must be authorized by the Commissioner after an examination.498 Foreign building and loan associations file a copy of the charter and an appointment as attorney to receive service of process with the State Auditor;

497 Wash. 1890, p. 528, §§ 3, 4.

498 Wash. 1903, p. 357, § 3.

and they must have deposited a reserve fund of one hundred thousand dollars as security for members and creditors.499

$ 190. West Virginia.

A foreign corporation may hold property and transact business within the State upon complying with the provisions of this section and not otherwise. It shall have the same rights and privileges and be subject to the same regulations, restrictions and liabilities as a domestic corporation. It shall file with the Secretary of State a copy of its articles of association or certificate of incorporation. The Secretary of State shall issue his certificate, which (with a copy of the charter) shall be recorded in the office of the clerk of the county court in one of the counties where business is conducted.

Every railroad doing business under this section or under a Virginia charter is hereby declared to be, as to its works, property, operations, transactions, and business in this State, a domestic corporation, and shall be so held and treated in all suits and legal proceedings which may be commenced or carried on by or against any such railroad corporation, as well as in all other matters relating to such corporations.

No railroad or other corporation which has corporate authority from any other State shall do business in this State as lessee of the works, property or franchises, of any other corporation or person, or maintain suit until in addition to other requirements it shall file with the Secretary of State a written acceptance of the provisions of this section and agreement to be governed thereby, and failure to do so may be pleaded in abatement of any such suit; but this shall not lessen the corporation's liability upon any contract or for any wrong.

A corporation doing business in the State without complying with the provisions of this section shall be fined five hundred to five thousand dollars for each month.500

499 Wash. 1890, p. 59, §§ 8, 9.

500 W. Va. Code, ch. 54, § 30, amended 1901, ch. 35.

The property of a non-resident corporation may be attached in any suit.501

191. Wisconsin.

"No corporation, joint stock company or express company incorporated or organized otherwise than under the laws of this state, except corporations or associations created solely for religious or charitable purposes, insurance companies and fraternal or beneficiary corporations, societies, orders and associations furnishing life or casualty insurance or indemnity upon the mutual or assessment plan, shall transact business or acquire, hold or dispose of property in this state until such association, company or corporation shall have caused to be filed in the office of the secretary of state a duly authenticated copy of its charter, articles of association or incorporation, and all amendments thereto which may be made while it shall continue to do business therein.502 Such association, company or corporation causing a copy of its charter or articles to be so filed shall thereby be deemed to have made, constituted and appointed the secretary of state its true and lawful attorney upon whom all summonses, notices, pleadings or process in any action or proceeding against it may be served in respect to any liability arising out of any business, contract or transaction in this state, and thereby to have stipulated that service thereof upon the secretary of state or his assistant shall be accepted irrevocably as a valid service upon it; and such appointment and stipulation shall continue in force irrevocably so long as any liability of such association, company or corporation remains outstanding in this state. Actions may be brought against any such association in the name by which it is commonly known. Whenever any such summons, notice, pleading or process shall be so served the secretary of state shall forthwith mail a copy thereof, postage prepaid, and

501 Ibid. ch. 106, § 1.

502 This provision is prospective, and does not affect the right to continue to hold land acquired before the statute was passed. Chicago T. & T. Co. v. Bashford, (Wis.) 97 N. W. 940.

directed to such association, company or corporation at its principal place of business, or if it be organized in a foreign country then to its resident manager in the United States, and also an additional copy to such association, company or corporation at its foreign address, or in any such case to such other person as may have been previously designated by it by written notice or request filed in his office. The failure to comply with any of the provisions of this section shall, for such violation, subject the association, company or corporation or any agent, officer or person acting for it in this state to a penalty of five hundred dollars, to be sued for and recovered in the name of the state, with the costs of prosecution, by the district attorney of any county in which it or any of its agents or officers shall be located or reside or transact or attempt to transact any business; and such penalty, when recovered, shall be paid into the treasury of the county for the benefit of the school fund. Every contract made by or on behalf of any such association, company or corporation affecting the personal liability thereof or relating to property within this state, before it shall have complied with the provisions of this section, shall be wholly void on its behalf and on behalf of its assigns, but shall be enforceable against it or them. In case any joint-stock company or association shall not have any articles of incorporation, organization or association it shall file in the office of the secretary of state, under the seal, if any, of the company, and under the signature of two of its principal officers, a written instrument appointing the secretary of state an attorney for the purpose of receiving service of summons, notice, pleading and process as aforesaid, and stipulating that the service thereof shall constitute personal service upon it; and be subject to like penalties for failure to comply with this provision as hereinbefore provided in case of a failure to file such articles." Manufacturing companies which have complied with the special provisions applying to them are not required to make any further deposit of their articles, 503 503 Wis Stat § 1770 b.