president, director, nianager or other officer herein, then and in such case * * * process may be served upon any person in this State who was last a resident agent, president, director, manager or other officer of such corporation in this State; provided, however, that a copy of such process shall also be served on the president or some director of such foreign corporation wherever he may be found, and an affidavit of such service may be made by the person serving the same (whether he be a resident or a non-resident of this State) before any officer authorized by the laws of this State to take the acknowledgment of deeds to be recorded therein. And the affidavit showing such service and the time thereof shall be returned to the court in which the suit against such foreign corporation is pending."

i The Act of 1908 (Code 1911, Art. 23, sec. 93) provides that in the certificate therein required from a foreign corporation, there shall be stated "the name and address of its agent resident in this state and authorized to accept service of process upon it; and its willingness that, so long as any liability remains outstanding against it in this state, the authority of such agent shall continue until a substitute is appointed and certified to the secretary of state."

Special provisions are made in other parts of Article 23 for e. g. insurance companies (sec. 182), beneficiary associations (sec. 231), and trust, surety and fidelity companies (sec. 379). Article 81 (Revenue and Taxes), sec. 177, contains special provisions for foreign telephone, electric light, electric construction, parlor, palace or sleeping car, oil or pipe line, guano, phosphate or fertilizer companies. The question in every case is, whether the foreign corporation has had actual or constructive notice of the suit against it. Where there has been a timely receipt of actual notice, it would be immaterial whether the officer, agent or employee, service upon whom is authorized by the state statute, is or is not a representative person. Where the liability of the foreign corporation depends upon constructive notice merely, the question is one of degree; and

§ 175. Taxation. Closely connected, but not identical, with the power to impose conditions upon foreign corporations, is the right to tax them when admitted. And here again the chief difficulty is in defining the line of conflict between the inherent right of a state to tax all persons and property within its borders, and the constitutional guaranty against taxation that is unequal; or which operates directly upon federal or interstate business. Taxing statutes directed against foreign corporations assume a variety of guises, and sometimes their validity depends upon rather fine distinctions. A brief reference mostly in repetition of what has been heretofore said will be made to a few of the main princpiles,1 and then an account will be given of the statutory provisions in Maryland.

First. General principles. A state may not tax property beyond its borders; nor franchises granted by the United States; nor the privilege of engaging in interstate commerce; nor may it discriminate, for taxing purposes, between the property of a foreign corporation which has duly entered, and similar property of a domestic corporation of the same general character. But the tangible property of a foreign corporation in the state may be valued while it may be said that the foreign corporation has, by doing business in a state, assented to the provisions of its statutes, nevertheless, the federal rule, that the person served with process must in some fair sense represent the corporation, is the right one. See Connecticut Insurance Co. v. Spratley, 172 U. S. 602; Conley v. Mathieson Alkali Works, 190 U. S. 406; and see generally, Boggs v. Mining Co., 105 Md. 371; Central of Georgia R. Co. v. Eichberg, 107 Md. 363; Smith Premier T. Co. v. Westcott, 112 Md. 150. Typical cases under the former law are Wagner v. Shank, 59 Md. 313; Oland v. Insurance Co., 69 Md. 428.

1 Ante, §151. See for a satisfactory treatment, Willoughby on the Constitution, secs. 530 et seq.

for taxation in connection with its intangible franchises, by a unit rule, that is to say, not with regard alone to its intrinsic worth, but as a proportionate contributing factor to the total worth of the corporation.1 And if a state taxing law, whatever the scheme, is substantially limited in scope to the intrastate operations and property of an interstate corporation, it will be upheld.2

Second. Maryland statutes. Except where special provisions are made for particular classes, a foreign corporation is assessed and taxed for its real and personal property in this state just as a natural person would be ;3 and the shares of such corporations owned by residents are assessed to them and taxed at a special rate provided by the Act of 1896, Chapter 143. In addition to, and not 1 Adams Express Co. v. Ohio State Auditor, 165 U. S. 194; Western Union T. Co. v. Missouri, 190 U. S. 412.

2 The difficulty lies in the application of the principle. In United States Express Co. v. Minnesota, 223 U. S. 335, the statute assessed on an express company, organized in New York, "a tax of six per cent. upon its gross receipts for business done between points within this state, in lieu of all taxes upon its property,"-held valid. In Meyer v. Wells, Fargo & Co., 223 U. S. 298, the state statute imposed a tax of three per cent. on such proportion of the gross receipts from every source as the portion of the business done within the state bears to the whole business. This was in addition to the "taxes levied and collected upon an ad valorem basis upon the property and assets of the corporation." The tax was held void as a regulation of commerce, because, in effect, a tax on gross receipts, and not a property tax measured by them. See, also, Galveston R. Co. v. Texas, 210 U. S. 217. See Southern Rwy. Co. v. Greene, 216 U. S. 400; and compare Baltic Mining Co. v. Mass., 231 U. S. 68.

3 Act of 1908, Chapter 240 (Code 1911, Art. 23, sec. 97).

4 Code (1911), Art. 81, sec. 214,-which provides that all shares in foreign corporations, other than national banks, "owned by residents of this state shall be valued and assessed for the purpose of

as a substitution for, taxes upon the real and personal property situated here, an annual franchise tax is collectable from all foreign corporations except "railroad companies, telegraph or cable companies, express or transportation companies, oil or pipe line companies, title insurance companies, electric light or gas companies, guano, phosphate or fertilizer companies, electric construction companies, telephone companies, parlor-car or sleeping-car companies, safe deposit companies, trust companies, national banks, life, fire, marine, casualty and other insurance companies, and guaranty and fidelity companies, or any corporation paying a gross receipts tax which maintains an office and regularly exercises its franchises in this State." state, county and municipal taxation to the owners thereof in the county or city in which such owners may reside, and said shares shall be assessed and valued at their actual value in the market, and those upon which no dividend shall be actually paid shall not be valued at all; and upon the valuation so made, the regular rate of taxation for state purposes shall be paid, and there shall also be paid on such valuation thirty cents (and no more) on each one hundred dollars for county, city and municipal taxation in such county or city of this state in which the owners may reside." See Wilkins Co. v. Baltimore, 103 Md. 293.

1 Act of 1908, Chapter 240 (Code 1911, Art. 23, sec. 95). The rate of the tax is as follows: "The sum of twenty-five dollars for every full fifty thousand dollars of capital employed by it in this state up to five hundred thousand dollars, but in no case less than twenty-five dollars; if the amount of such capital is more than five hundred thousand dollars, and not more than five million dollars, then an additional amount equal to one-fortieth of one per cent. on the excess; and if more than five million dollars, then an additional amount at the rate of thirty dollars for every million dollars of such last named excess." For foreign insurance companies, see Code (1911), Art. 23, sec. 184; for railroads, see Art. 81, sec. 167 and annotations. Compare, in connection with these provisions, Baltic Mining Co. v. Mass., 231 U. S. 68.

1

§ 176. Receivers of foreign corporations. It is the general rule that a judicial receiver acquires by his mere appointment, without possession, no title to any property beyond the jurisdiction and limits of the appointing court and state; nor will the courts of another state recognize his title or right to sue. The tendency of recent cases is to modify the second branch of the rule; and it is now held by some, but not all, of the courts that comity requires the recognition of a foreign receiver, in all cases where this will not prejudice the rights of domestic creditors. The strict rule began, it is said, with the case of Booth v. Clark, 17 How. 322, in which a receiver appointed by a court of New York was denied the right to maintain a suit in the District of Columbia; and there has been no modification by the Supreme Court of this view. In Relf v. Rundle, 103 U. S. 222, however, a noteworthy distinction is taken between a judicial receiver and a statutory successor of a dissolved corporation. In this case, the law of Missouri provided that upon the dissolution of insurance companies of that State, the assets should vest in the superintendent of the Insurance Department. The appellant was such Superintendent, and the question was as to his right to intervene in a proceeding instituted against the company by a policy-holder in Louisiana. The court said: "Relf is not an officer of the Missouri State court but the person designated by law to take the property of any dis

1 Differing herein from a conventional trustee. Wilson v. Carson, 12 Md. 54; B. & O. R. R. v. Glenn, 28 Md. 287. For a limitation upon the right of a conventional trustee to sue in a foreign state, see Glenn v. Marbury, 145 U. S. 499.

2 In Hale v. Allison, 188 U. S. 70, the Court dissents from the view of some of the lower federal courts, and says that the rule in Booth v. Clark, has not been shaken, overruled or explained away.