English case WILDE, B.,1 said, "The 'home' of a corporation must be taken to be that place which is occupied as such, where their profits come home to them, whence orders emanate, and where the chief officers of the company are to be found." In other words, where its principal office is located. Especially is this the case for the purpose of ascertaining the jurisdiction of courts in actions for or against it, and the residence of its members has no bearing upon this question. But in most of the States, as to railroad corporations, it is held that they are, for many purposes, to be regarded as constructively residents of each county, city or town through which the road passes. But for ordinary purposes they are treated as having

13 Fed. Rep. (U. S.) 358; Mohr v. Insurance Co., 12 id. 474; Brownell v. Troy & Boston R. Co., 3 id. 761; Moch v. Virginia Fire Ins. Co., 10 id. 700; Grover v. American Ex. Co., 11 id. 386; Carstairs v. Mechanics' & Traders' Insurance Co., 13 Fed. Rep. 484. A foreign corporation, that by the laws of a State within which it omes on business can sue and be sued, is not a non-resident in the sense that would prevent it from setting up the statute of limitations as a defence in an action against it. See Bank of Augusta v. Earle, 13 Pet. (U. S.) 588; Ohio & Miss. R. Co. v. Wheel

er,

1 Black (U.S.), 295; Runyan v. Coster's Lessee, 14 Pet. (U. S.) 129; Louisville, C. & C. R. Co. v. Letson, 2 How. (U. S.) 497; Covington Drawbridge Co. v. Shepherd, 20 id. 227, 233; Paul v. Virginia, 8 Wall. (U. S.) 168; Pennsylvania Co. v. Sloan, 1 Bradw. (Ill.) 364; Bristol v. Chicago & Alt. R. Co., 15 Ill. 436; Penley v. Waterhouse, 1 Iowa, 498; Savage v. Scott, 45 id. 132; McCabe v. Illinois Central Railroad Co., 13 Fed. Rep. 489. A New York joint-stock company possessing the right, by the law under which it was organized, to sue and be sued in the name of its president or treasurer, is a citizen of the State of New York in the same sense that corporations are citizens of the States under whose laws they are organized; and such joint-stock company may, by the comity of States, sue and be sued in the name of such officer in the Federal courts as a citizen of New York, even though shareholders of such joint-stock company are citizens of the same State as the adverse party to the suit. In determining

what such joint-stock companies are, re-
gard is to be had to their essential attri-
butes rather than to any mere name by
which they may be known. If the essen-
tial franchises of a corporation are con-
ferred upon a joint-stock company, it is
none the less a corporation because the
statute calls it something else, or even des-
ignates it as an "unincorporated associa-
tion." Fargo v. Louisville, New Albany &
Chicago Railway Co., 6 Fed. Rep. 84.
1 Adams v. Great Western Railway Co.,
6 H. & N. 404. See also remarks of

MARTIN, B.

2 Glaize v. South Carolina R. R. Co., 1 Strobh. (S. C.) L. 70; Baldwin v. Mississippi, &c. R. R. Co., 5 Iowa, 518; Richardson v. Burlington, &c. R. R. Co., 8 id. 260; People v. Fredericks, 48 Barb. (N. Y.) 173. A railroad company is not to be treated as a non-resident of a county through which its road passes, so as to be sued by short summons. Belden v. N. Y. & Harlem R. R. Co., 15 How. Pr. (N. Y.) 17; nor can they be taxed as non-residents. People v. Fredericks, ante. So they are treated as residents of such counties to the extent that they may sue or be sued in any of them. Baldwin v. Mississippi, &c. R. R. Co., ante. In Pond v. Hudson River R. R. Co., 17 How. Pr. (N. Y.) 543, it was held that a corporation having several places of business may be deemed a resident of each; but the doctrine of this case conflicts with that of Hubbard v. National Protection Co., 11 id. 149, and is sustainable only in excep. tional instances.

their residence only in the place where their principal office is located, and their principal business is transacted; and a contrary doctrine would result in serious inconvenience, if not disaster, to the interests of a corporation. It is well established that when a corporation owning a road which runs through several States is chartered by each of them, it is by a useful fiction to be considered, for purposes of jurisdiction, a citizen of each of the States; and where such a corporation is sued in one of the States in which it holds a charter, as a citizen of that State, it cannot set up that it is likewise a citizen of another.2 The fiction that makes two or three corporations out of what is in fact one, is established for the purpose of giving each State its legitimate control over the charters which it grants; but the acts and neglects of the corporation are done by it as a whole.3

When a foreign corporation avails itself of the privileges of doing business in a State whose laws authorized it to be sued there by service of process upon an agent, its assent to that mode of service is implied; and it consents to be amenable to suit by such mode of service as the laws of the State provide, when it invokes the comity of the State for the transaction of its affairs; and waives the right to object to the mode of service of process which the State laws authorize. Indeed a corporation is, for jurisdictional purposes, to be regarded as a citizen of the State under the laws of which it is organized. Where, by the local law, a foreign corporation is amenable to suit in the courts of the State, service being made upon an agent within the State, the Federal courts may be regarded as courts of 1 Adams v. Great Western Railway Co., Co., 18 Fed. Rep. 140. Opinion by Low6 H. & N. 404; Androscoggin, &c. R. R. ELL, J. Co. v. Stevens, 17 Me. 434; Thorn v. Central R. R. Co., ante; Hubbard v. National Protection Ins. Co., 11 How. Pr. (N. Y.) 149. A corporation having a principal office in a State is a resident of the place where such office is located, and the circumstance that it has secondary offices in other parts of the State does not change the rule. Hubbard v. National Protection Ins. Co., ante.

2 Ohio, &c., R. Co. v. Wheeler, 1 Black (U. S.), 286; Railroad Co. v. Kroutz, 104 U.S. 5; Missouri, &c. R. Co. v. Texas, &c. R. Co., 10 Fed. Rep. 497; Callahan v. Louisville, &c. R. Co., 11 id. 536.

3 Railway Co. v. Whitton, 13 Wall. 270; Home v. Boston & Maine Railway

4 Railway Co. v. Whitton, 13 Wall. (U. S.) 286; Payne v. Hook, 7 id. 427; The Moses Taylor, 4 id. 411; Insurance Co. v. Morse, 20 id. 445; Lafayette Ins. Co. v. French, 18 How. (U.S.) 404; Railroad Co. v. Harris, 12 Wall. (U.S.) 65; Ex parte Schollenberger, 96 U. S. 369; Moulin v. Insurance Co. 25 N. J. L., 57; Bushel v. Commonwealth Ins. Co., 15 Sg. & R. (Penn.) 176; Libbey v. Hodgdon, 9 N. H. 394; St. Louis Ins. Co. v. Cohen, 9 Mo. 422; Hayden v. Androscoggin Mills, 1 Fed. Rep. 93; Newby v. Van Oppen, 41 L. J. Q. B. 148; Moch v. Virginia Fire Ins. Co., 10 Fed. Rep. 386; Merchants' Mfg. Co. v. Grand Trunk Railway Co., 13 Fed. Rep. 86.

the State, and may take jurisdiction upon such service as would be good in a State court. A Federal court has no jurisdiction over a foreign corporation, in the absence of local law conferring jurisdiction on the State courts, though the corporation does business through an agent, and has an office within the district where the court is held. It is always a question of legislative intent whether the legislature of a State has adopted as its own a corporation of another State, or merely licensed it to do business in the State. If, however, the effect of the legislation be to adopt the corporation, it becomes, for the purposes of jurisdiction, a corporation created by the State adopting it.3

Corporations are not treated as citizens, according to the general sense in which such term is employed, and it has been held that they are not to be treated as such under that clause in the constitution which declares that "the citizens of each State shall be entitled to all the privileges and immunities of citizens in the several States." 4 They are, however, for most purposes treated as persons, and as such are entitled to the rights and remedies conferred upon "persons" by statute, if they come within the equities of such statute.5 Thus they are deemed "persons" under a statute imposing taxes upon

1 Railroad Co. v. Harris, 12 Wall. 65; Ex parte Schollenberger, 96 U. S. 369; Hayden v. Androscoggin Mills, 1 Fed. Rep. 93; Runkle v. Insurance Co., 2 id. 9; Brownell v. R. Co., 3 id. 761; Williams v. Transp. Co., 14 Off. Gaz. 523; Wilson Pack. Co. v. Hunter, 7 Reporter (Boston), 455.

2 Eaton v. St. Louis Shakspear Mining and Smelting Co., 6 Fed. Rep. 138.

* Railroad Co. v. Harris, 12 Wall. (U. S.) 65; Railroad Co. v. Wheeler, 1 Black (U. S.), 286; Railway Co. v. Whitton, 13 Wall. (U. S.) 270; Muller v. Dows, 94 U. S. 444; Ex parte Schollenberger, 96 id. 369; Railroad v. Vance, id. 450; Williams v. Railroad Co., 3 Dill. (U. S.) 267; Wilson Co. v. Hunter, 11 Chi. L. N. 267. The incorporators of a Kentucky corporation are conclusively presumed to be citizens of that State; and, therefore, a suit commenced in the State court by a citizen of Kentucky against a corporation chartered as a single consolidated company by the several States, including Kentucky, through which it operates a railroad, cannot be removed to the Federal court, as a

controversy between citizens of different States. Railroad Co. v. Letson, 2 How. (U. S.) 497; Marshall v. Railroad Co., 16 How. (U. S.) 314; Bank of Augusta v. Earle, 13 Pet. (U. S.) 519; Dodge v. Woolsey, 18 How. (U. S.) 331; Whitney v. Baltimore, 1 Hughes (U. S. C. C.), 90; Uphoff v. Chicago, St. Louis, & New Orleans Railroad Co., 5 Fed. Rep. 96.

4 Paul v. Virginia, ante.

5 Lehigh Bridge Co. v. Lehigh Coal, &c. Co., 4 Rawle (Penn.), 9; Boyd v. Craydon Railway Co., 4 Bing. N. C. 669; Mott v. Hicks, 1 Cow. (N. Y.) 513; State of Indiana v. Woram, 6 Hill (N. Y.), 33; State v. Nashville University, 4 Humph. (Tenn.) 157; Cortes v. Kent Water Works Co., 7 B. & C. 314; Field v. N. Y. Central R. R. Co., 29 Barb. (N. Y.) 176; Wright v. N. Y. Central R. R. Co., 28 id. 80; Olcott v. Tioga R. R. Co., 20 N. Y. 210; Mineral Paint R. R. Co. v. Keep, 22 Ill. 9; Queen v. Middletown Mfg. Co., 16 John. (N. Y.) 5; La Forge v. Exchange Ins. Co., 22 N. Y. 352.

"persons." 1 So within statutes relating to usury,2 of limitations,3 and penal statutes; and generally it may be said that they are treated as persons under all statutes, except when, from the sense in which the term is used, it is evident that it was not intended to apply to them.5 Strictly speaking, a corporation has no legal existence outside the State creating it; but by courtesy they are permitted to discharge their functions in other States, subject, however, to such reasonable restrictions as such sovereignty may see fit to impose. In the case of a railroad corporation whose road extends through two or more States, although incorporated and known in both by the same name, and operated by one set of officers, as it owes its corporate existence to, and exercises its franchises in each State, it is in each State a separate corporation, a legal entity, so to speak, and subject to the legislative control of each State, to the extent that its road exists in each State, although the same corporators may compose both entities.

1 Clinton Mfg. Co. v. Morse, cited in People v. Utica Ins. Co., 15 John. (N. Y.) 358.

2 Thornton v. Bank of Washington, 3 Pet. (U. S.) 36; Grand Gulf Bank v. Archer, 16 Miss. 151; Commercial Bank v. Nolan, 7 How. (U. S.) 508.

3 Olcott v. Tioga R. R. Co., ante. United States v. Smedey, 11 Wheat. (U. S.) 392.

129.

In other words, it is a separate

lature of Ohio had given it authority to act therein, did not change the rule; and that where such corporation, after its stock had been subscribed for in Indiana, migrated to Ohio, and there established its principal office, and there issued a call for instalments due upon such subscriptions, payable at its office in Ohio, it was held that such subscriptions could not be co lected, because such corporate acts ex

5 Com. v. Phenix Bank, 11 Met. (Mass.) ercised in Ohio were inoperative and void.

6 N. O. J. & G. N. R. R. Co. v. Wallace, 50 Miss. 244; County of Alleghany v. Cleveland, &c. R. R. Co., 51 Penn. St. 228; Ohio & Miss. R. R. Co. v. Wheeler, 1 Black (U. S.), 286; Day v. Newark Rubber Co., 1 Blatchf. (U. S. C. C.) 628; Union Branch R. R. Co. v. East Tenn., &c. R. R. Co., 14 Ga. 327; State v. Northern Central R. R. Co., 18 Md. 193; Sprague v. Hartford, &c. R. R. Co., 5 R. I. 233; Bishop v. Brainerd, 28 Conn. 289.

7 Ohio, &c. R. R. Co. v. Wheeler, 1 Black (U. S.), 286. In an Indiana case, Aspinwall v. Ohio, &c. R. R. Co., 20 Ind. 492, it was held that the mere circumstance that the legislature gave authority to a railroad corporation established by it to own and manage a certain railroad in Ohio, did not warrant a change of domicile, and that the circumstance that the legis

See, also, McCord v. Aspinwall, 20 Ind. 498; Aspinwall v. Somes, 20 id. 498. In Memphis, &c. R. R. Co. v. State of Alabama, U. S. Sup. Ct., March 30, 1883, it appeared that the Memphis & Charleston Railroad Co. was made by the statutes of Alabama an Alabama corporation, and also previously incorporated in Tennessee. It was held that these facts were not sufficient to uphold a motion to remove into the Circuit Court of the United States a suit brought against it in Alabama by a citizen of Alabama; because, being a corporation of the State of Alabama, it has no existence in that State as a legal entity or person, except under and by force of its incorporation by that State; and although also incorporated in the State of Tennessee, must, as to all its doings within the State of Alabama, be considered a citizen of Alabama, which cannot sue or be sued by another citizen of Alabama in the courts

corporation in each State, and subject to the laws of each State within the respective jurisdictions, however those laws may conflict as to the operation of the road; and it is not believed that the several States