Imagens da página
PDF
ePub

incorporated, where the head office is, the amount of capital stock authorized, subscribed and issued and the amount paid on it, the nature of each kind of business it is empowered to carry on, and the kinds carried on in Nova Scotia, and the name of the officers of the company and of its agents in Nova Scotia. A statement of changes in its officers and agents must be filed annually. The company and its officers, agents, or servants are liable to a fine of ten dollars a day for transacting business without complying with these provisions. 530

Every company doing business in the Province, shall appoint a recognized manager or agent resident within the province, service upon whom of any process, notice or other document shall be deemed sufficient service on the company. The name and address of such manager or agent shall be filed in the office of the Provincial Secretary and in the registry of deeds for the district in which the company has its chief place of business within the Province. In default of such appointment, or in case of the absence or death of such manager or agent, process may be served on any officer or employee of the company, or for want of such officer or employee may be posted on a principal building of the company, and this shall be sufficient service on the company.531

Every foreign corporation doing business in the Province must publish a list of its shareholders.532

194. Ontario.

No "extra-provincial" corporation (except corporations of the Dominion of Canada, as to which special provisions are in force) shall carry on any of its business in Ontario until licensed to do so; "provided that taking orders for, or buying or selling goods, wares and merchandise by travellers or by correspondence, if the corporation has no resident agent or representative and no office or place of business in Ontario,

530 Nov. Sc. Rev. Stat. ch. 127, § 18. 531 Ibid. ch. 127, § 14; 1903, ch. 16, § 1. 532 Ante, § 64.

shall not be deemed a carrying on of business within the meaning of this Act." The burden of proving that a corporation has no resident agent or office shall rest on the accused in any prosecution under the Act.533

Application for a license shall be made to the LieutenantGovernor, who may make regulations as to the evidence required, form of license, etc.; 534 and the corporation shall satisfy the Provincial Secretary that the provisions of the Act have been complied with.535 Notice of the granting of the license shall be published in the Gazette.536 When the license has been granted the corporation may exercise in Ontario all its powers, or such as may be embraced in the license; 537 and may acquire, hold and alienate real estate to the same extent as if it had been incorporated in Ontario.538 Annual returns must be made to the Provincial Secretary. 539 The license may be suspended or revoked for cause, or restored, by the Lieutenant Governor, 540

For carrying on business without a license the corporation is subject to a penalty of fifty dollars a day, and its servant or agent twenty dollars a day; 541 and "so long as it remains unlicensed under this Act it shall not be capable of maintaining any action, suit or other proceeding in any Court in Ontario in respect of any contract made in whole or in part within Ontario in the course of or in connection with business carried on contrary to the provisions of said section 6; provided, however, that upon the granting or restoration of the license, or the renewal of any suspension thereof, such action, suit or other proceeding may be maintained as if such license had been

[blocks in formation]

granted or restored or such suspension had been removed before the institution thereof." 542

§ 195. New Brunswick.

The provisions are similar to those of Ontario.543 The license must be renewed annually.544

§ 196. Quebec.

Every incorporated company carrying on any labor, trade or business in the Province (except banks) delivers to the prothonotary of the Superior Court in each district or to the registrar of each registration division in which it is to carry on business a written declaration signed by its president when its chief office is in the Province or by the principal manager or chief agent in the Province when it has only branches or agencies therein, stating the name of the company, where and how it was incorporated, the date of its incorporation, and where its principal place of business within the Province is situated.545 Process is served by leaving a copy at the principal place of business with any grown person in charge thereof, or with the president or secretary.

546

Every company incorporated in Great Britain, Canada or the United States, has the right to acquire and hold land in the Province, for the purposes of its business only. 547

542 Ibid. § 14.

543 N. B. 1903, ch. 25.

544 Ibid. § 6, cl. 2.

545 Que. Rev. Stat. Art. 4754.

548 Ibid. Art. 4748.

547 Ibid. Art. 4762.

CHAPTER VIII.

DOING BUSINESS.

§ 201. Limitation on right to do busi- § 209. What is doing business:

ness.

202. Statutes construed in accord

ance with the Constitution. 203. Form of certificate required. 204. What is doing business; single act.

205. What is doing business:

continuous business action. 206. What is doing business:

acting through agent. 207 What is doing business: principal act outside State. 208. What is doing business: exceptional doctrine in Alabama.

taking part in suit.

210. What is doing business question for the jury.

211. Effect of compliance with the statute.

212. Effect of non-compliance with the statute.

213. Authorities holding the transaction valid.

214. Authorities holding the transaction void.

215. Penalty for non-compliance. 216. Legal proceedings upon noncompliance.

§ 201. Limitation on right to do business.

We have seen that a State has a right to forbid or to regulate the action within it of a foreign corporation, except so far as it is forbidden by some constitutional provision; and that such regulations have been adopted in every jurisdiction. The purpose of these regulations, in brief, is to prevent foreign corporations from obtaining an unfair advantage over domestic corporations and individuals. Such advantage might be obtained in several ways: by escaping taxation; by avoiding service of process; by avoiding State oversight to secure solvency or publicity as to condition; by avoiding State regulation for the protection of local creditors. Statutes adopted for limiting the action of foreign corporations are almost always directed to prevent foreign corporations from obtaining such advantages.

It is easy to see that if foreign corporations were allowed to carry on their business without special provisions as to taxation, they would in many States have so distinct an advantage over domestic corporations as to cause incorporation within the State to be avoided. If a foreign corporation could do business without being amenable to process, it would possess an undue advantage over both domestic corporations and individuals, since both could always be reached by process. And the same advantage would accrue to a foreign corporation which could evade the local regulations for securing persons dealing with corporations against those forms of fraud which are peculiarly within the power of unregulated corporations. In these days when incorporation is the commonest form of business association, and when loose corporation laws prevail in so many States, some of which, bidding against each other for business, offer special inducements in the way of restricted liability and unrestricted power, no State would be prepared to accept the doctrine of laissez faire and give foreign corporations free rein.

But the evil to be avoided exists only when the foreign corporation is in a fair sense in competition with domestic corporations and individuals; that is, when it is establishing or attempting to establish a business within the State. A foreign corporation which does a single casual act in a State does not interfere with the general policy of that State. The regulating statutes therefore apply only to corporations which carry on business within the State.

§ 202. Statutes construed in accordance with the Constitution.

It is a general rule that statutes are, if possible, to be so construed as not to conflict with any constitutional provision; and upon this principle the statutes regulating foreign corporations are construed. In particular, the statutes do not include under the phrase doing business the carrying on of interstate commerce, since the States have no power to regulate such commerce.

« AnteriorContinuar »