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measure of retaliation, upon the ground that the laws of the State where it was created would exclude corporations of Minnesota from doing business there, unless it is clearly apparent that such is the effect of the foreign law. Upon the same principle, it has been held that to make a case for the application of the reciprocity statute above quoted, it must be made to appear that a company has been formed in the State of Ohio to do substantially the same kind and line of insurance of the foreign corporation which it is sought to oust of the exercise of its franchises within the domestic State, and that such Obio corporation would, by the laws of the foreign State, be precluded from transacting the same business therein, or be subjected to burdens not imposed by the laws of Ohio on such foreign company. So, it is held in other courts that the contingency which renders these retaliatory statutes operative, arises when the laws of another State impose the additional burdens and conditions upon corporations of the State enacting the statute, and is not delayed until some corporation of the domestic State is actually subjected to such burdens and conditions.

· State v. Fidelity &c. Ins. Co., 39 all insurance companies of such other Minn, 538; 8. C. 41 N. W. Rep. 108; State doing business within this State, 26 Am. & Eng. Corp. Cas. 11.

or upon their agents here" (Code * State v. Insurance Company, 49 Iowa, 1154), - it was held that an Ohio St. 440; 8. C. 34 Am. St. Rep. 573; insurance company organized in the 31 N. E. Rep. 655; 21 Ins. L. J. 673; State of New York, with power to 20 Wash. Law Rep. 485.

make several different kinds of insur• Phenix Ins. Co. v. Welch, 29 ance, cannot do business in Iowa, Kan. 672. Where the retaliatory and would be ousted of its privilege statute provided that, “when, by of so doing by quo warranto, where it the laws of any other State, any appeared that an Iowa company would taxes, fines, penalties, licenses, fees, not be permitted, in New York, to deposits of moneys or of securities, make more than one line of insuror other obligations or prohibitions, ance; and this although no Iowa are imposed or would be imposed, company may have attempted to

insurance companies of this make more than one line of insurState, doing, or that might seek to ance in the State of New York. “It do, busiress in such other State, is not important nor necessary,” said or upon their agents therein, so long the court, “ to the existence of the as such laws continue in force, the law here, that an Iowa company same obligations and prohibitions, of should go to New York to test the whatever kind, shall be imposed upon sincerity of the people in the enforce


8 7932. Restrictions upon Exercising the Right of Emi. nent Domain. - The power of a private corporation to acquire

private property for the public purposes for which it may have been chartered, is a power which comes to it alone through the delegation of the State of its sovereign right of eminent domain. The power cannot, therefore, be exer

" cised by a foreign corporation on a mere principle of comity, because it will never be presumed, in the absence of affirmative legislation, that the State delegates any part of its sovereignty to a foreign corporation. It may be stated with confidence in every case that this power cannot be exercised by a corporation created under the laws of one State or coun. try, within the limits of another State or country, without the consent of the legislature of that other State or country, affirmatively expressed. Nor will the power to take land by the right of eminent domain which has been granted by the legislature of a State to a domestic corporation, pass to a foreign corporation, which succeeds by deed to the rights and powers of the domestic corporation, without the assent of the legislature of the domestic State.? But it is not necessary that such assent should be expressed in a single statute. It may be gathered by implication from a series of acts of the domestic legislature.'

ment of her laws; nur is such a step necessary to the enforcement of the law in this State. A spirit of comity between the States should induce a belief that their laws are made in good faith, and for observance. The sting of the adder may be necessary in some cases, to avoid encroachments, but such necessity is not the result of a law or rule of action." State v. Fidelity &c. Ins. Co., 77 Iowa 648, 653. That the New York statutory provision that where any other State shall impose any obligation on New York corporations doing business in such other State, the like obligations are imposed on similar corporations of such other State

transacting business in New York, applies only to obligations, and not to prohibitions or limitations upon the powers of such corporations, such as a denial of the right to insure persons over sixty years old, - see Griesa v. Massachusetts Ben. Asso., 15 N. Y. Supp. 71.

1 Ante, $ 5587, et seq.

· Abbott v. New York &c. R. Co., 145 Mass. 450.

Ibid. The constitution of Arkansas, in a section imposing restrictions upon foreign corporations, adds: “Nor shall they have power to condemn or appropriate private property.” Ark. Const. of 1874, art. XII., $ 11. The constitution of Nebraska,

8 7933. Statutes Requiring Foreign Corporations to File Charter, Certificate of Incorporation, Articles of Association, etc.— Statutes exist in many of the States requiring any foreign corporation, seeking to do business within the State, to file a copy of its charter, certificate of incorporation, or articles of association, by whatever name called, with the Secretary of State, before doing any business in the State. This is one of

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in like manner, provides that no statutes regulating the condemnation foreign corporation shall exercise the of land: Re St. Paul &c. R. Co., 36 right of eminent domain, or acquire Minn. 85; 8.'C. 30 N. W. Rep. the right of way, etc., in that State. 432. In the Nebraska cases first Const. Neb., art. XI, § 8. This pro- above cited, the domestic railroad vision cannot be evaded by the act of company had leased its property to a one foreign corporation, which has foreign railroad company; and the not become a corporation under the substance of the decisions was that the laws of Nebraska, availing itself of foreign company could not thereafter the services of another corporation: employ the domestic company as the State v. Scott, 22 Neb. 628; Koenig v. means of effecting a condemnation of Chicago &c. R. Co., 27 Neb. 699; 8. C. land to acquire depot facilities: State 43 N. W. Rep. 423. But a foreign rail- v. Scott, 22 Neb. 628; Koenig v. Chiroad company must, before it can pro- cago &c. R. Co., 27 Neb. 699; 8. C. 43 ceed, become incorporated under the N. W. Rep. 423. But contrary to this, laws of the State: State v. Scott, su- it has been held in New York that the pra. Until which time a land-owner is fact that a railroad corporation has entitled to an injunction against the leased its road for the full term of its appropriation of his land: Koenig v. corporate existence to a foreign corChicago &c. R. Co., supra. But where poration, does not prevent it from ac8 railroad company, incorporated un- quiring land by proceedings in invider the laws of another State, and tum: Re New York &c. R. Co., 35 operating a railroad to a point on the Hun (N. Y.), 220; 8. c. affirmed, 99 boundary line of the domestic State, N. Y. 12. That foreign railroad comconsolidates, under the laws of the do- panies are entitled to the benefit of mestic State, with a domestic corpo- New York Laws 1881, ch. 249, amendration operating a railroad from that ing N. Y. Act, April 2, 1850, relating point, so that the two become one cor- to the condemnation of land, poration, the consolidated company Re Marks, 6 N. Y. Supp. 105. becomes a domestic corporation, and not 1 See, for instance, Gen. Laws Tex. within the above constitutional pro- 1887, ch. 128, p. 116; Gen. Laws hibition: State v. Chicago &c. R. Co., Tex. 1889, ch. 78, p. 87; Code Wash., 25 Neb. 156; 8. C. 41 N. W. Rep. 125; Ø 2480. Where the statutory proState v. Missouri Pac. R. Co., 25 Neb. vision is that before foreign corpo164; 8. C. 41 N. W. Rep. 127; State v. rations shall do business in the State Chicago &c. R. Co., 25 Neb. 165; 8. C. or Territory, they shall “file for 41 N. W. Rep. 128; ante, $$ 319, 320, record with the Secretary of the 7891. And it becomes a “ domestic State or Territory, and also with the corporation,” within the meaning of recorder of the county in which


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the modes adopted by some of the States for domesticating foreign corporations.' Some of the statutes under consideration not only impose penalties ? upon the foreign corporation neglecting to comply with their provisions, but also declare that all their acts and contracts made within the State during the period of their default shall be void. If the Secretary of

they are carrying on business, the State of Iowa, “shall have and poscharter or certificate of incorporation, sess all the powers, franchises, rights, duly authenticated, or a copy of said and privileges, and be subject to the charter or certificate of incorpora- same liabilities, of railroad comp nies tion," and the foreign corporation is organized and incorporated under the created in a State, under whose laws laws of this State, including the right the evidence of its incorporation is a to sue, and the liability to be sued, certificate issued by the Secretary of the same as railroads organized under State, - it is held that, for the pur- the laws of this State.” Iowa Acts, poses of an action in the State in 18th Gen. Assem., ch. 128. See State which it thus engages in business, it v. Chicago &c. R. Co., 80 Iowa, 586; proves its incorporation by producing a 8. C. 46 N. W. Rep. 741,- where, in the certificate of its incorporation, ac- absence of evidence that a foreign knowledged before a notary public of railroad company had complied with the State issuing it, authenticated by the statute, the court held that it was the certificate of the Secretary of such not entitled to personal service of notice State, under his official seal, as being of a proceeding to establish a road a correct copy of the duplicate origi- across its track. Even if domestic nal on file in his office, and also by a corporations were entitled to such certificate under seal of a commis- notice, the foreign corporation could sioner of the State or Territory within not claim the rights of a domestic which the corporation thus engages corporation without showing compliin business, resident within the State ance with the statute. creating it, to the effect that the copy See, for instance, Code Wash., has been found by him to be a correct $ 2485, making the agents of foreign copy after comparing the same with corporations so acting guilty of a misthe original, in the absence of any demeanor. statute prescribing the mode of proof * It was held, under & statute conin such a case. Hammer v. Garfield taining such provisions, that a domesMining &c. Co., 130 U. S. 291. The tic citizen could not maintain an accode of the State of Washington pre- tion against a foreign corporation, on scribes in careful language the man

behalf of himself and others siminer in which such & certificate larly situated, to enjoin it from erectshall be authenticated: Code Wash., ing certain telephone poles in a city, on 2480, as amended Feb. 3, 1886. the ground of its failure to comply

1 Thus, a statute of Iowa, relating with the statute, unless otherwise the to railroad companies, provides that petition showed a right to an injuncsuch a company, organized under the tion. Hershfield v. Rocky Mountain laws of another State, owning and Bell Tel. Co., 12 Mont. 102; 8. c. 29 operating a line of road within the Pac, Rep. 883. The decision does not


State, or other proper officer, refuses to file the charter, certificate of incorporation, or articles of incorporation, etc., in compliance with the statute, then, according to the weight of judicial opinion, the foreign corporation may have a mandamus, compelling him so to do; but not where the corporation is organized for purposes not contemplated by the statute, and consequently not included within the statutory license.”

8 7934. Statutes Requiring Agents of Such Corporations to File Evidence of their Authority. — So much difficulty in

proving the authority of agents of foreign corporations has arisen, and so many frauds upon domestic citizens have been perpetrated by such bodies by denying the authority of those who have acted in their behalf, that some of the States have enacted statutes providing, in substance, that the agents of foreign corporations, before entering upon their business as such, shall file evidence of their authority with the clerks of the counties within which they propose to do business. A sensi. ble construction placed upon such a statute was that it did not apply to a manager engaged in appointing other agents to do the business of the company.'

8 7935. Statutes Requiring Such Corporations to Keep Known Place of Business and Resident Agent. — Many of the States have enacted statutes, for the better protection of their citizens against foreign corporations, requiring such corporations, doing business within the State, to keep a known place of business, and a resident agent therein." Statutes have


seem to be sound. Although the mu- Ante, $ 7902. nicipal authorities had authorized the * Isle Royale Land Corporation o. establishment of the telephone ser- Osmun, 76 Mich. 162; 8. C. 43 N. W. vice, yet as the defendant corporation Rep. 14. had no right to enter the State for the See, for instance, Rev. Stat. Inb. purpose of doing business, its occupa- 1881, 3022, 3023; also Code Wash., tion of the public streets was unlaw- $ 2481, which contains very minute ful, and was therefore a nuisance, and provisions on this subject. consequently, any abutting land-owner • Morgan v. White, 101 Ind. 413. damaged thereby ought to have been 5 Thus, the constitution of Alaallowed an injunction to restrain the bama contains this provision: “No same. Ante, $7768.

foreign corporation shall do any bus

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