the president and secretary of the company, shall be filed during the month of January 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, 500

§ 65. Ontario.

Five or more persons may be incorporated for any of the purposes to which the legislative authority of Ontario extends except railway insurance and loan companies, for which special acts have been passed. The incorporators petition the Lieutenant Governor, stating the proposed corporate name (which shall not on any public ground be objectionable, or the name of any known company, partnership or individual or a name under which any known business is being carried on, or so nearly resembling the same as to deceive, provided the subsisting company, partnership, individual or person carrying on the business may consent); the objects of the company; the principal place of business in Ontario; the amount of capital stock and number and amount of shares; the name, residence and calling of each applicant; the number (not less than three) of the directors, with the names of the applicants (not less than three) who are to be the first directors. In case any amount has been paid in on shares by the transfer of property, the Provincial Secretary may require satisfactory evidence of the nature and value of the property. Each petitioner shall be the bona fide holder in his own right of the share or shares for which he has subscribed in the memorandum of agreement.501 The applicants shall establish to the satisfaction of the Provincial Secretary the sufficiency of the memorandum and petition and the legality of the name, and for this purpose may take evidence in writing under oath.502 When this is satisfactorily established the Lieutenant Governor by

500 Nov. Sc. Rev. Stat. ch. 127, § 15; 1903, ch. 16, § 2.

501 Ont. Rev. Stat. ch. 191, § 10.

502 Ibid. §§ 12, 13.

letters patent grants a charter, 503 and after publication of notice in the Gazette the corporation is established.504 The company must use the unabbreviated word "limited" on its signs, seals, notices, advertisements, etc.505 The ordinary powers are given, with the common restrictions on the right to hold real estate. 500

A list of all stockholders, with the amount unpaid on each share, shall be open to inspection of all stockholders and creditors.507 A provision is made for inspection of the company, similar to that in the Canada act, on application of onefifth (in value) of the shareholders. 508

§ 66. Quebec.

Five or more persons may petition for a charter for any purpose within the jurisdiction of the legislature, except for construction and working of railways and business of insurance. On favorable report from the Attorney General the Lieutenant-Governor shall issue a charter, and the association then becomes a corporation. 509 The petition indicates "the name of the proposed company, which shall not be that of any other company, or any name liable to be confounded therewith or otherwise on public grounds objectionable"; the object, the chief place of business within the Province, the amount of capital stock and number of shares; the name, address and calling of each applicant, with special mention of from three to nine of them who are to be the first directors, the major part of such directors to be resident in Canada and subjects of His Majesty, the amount of stock taken by each applicant, and the amount paid in on each share and the manner in which it has been paid in and is held for the company.

503 Ibid. § 9.

504 Ibid. § 15.

505 Ibid. § 23.

508 Ibid. § 25.

507 Ibid. §§ 71, 74.

508 Ibid. § 80.

509 Que. 1893, ch. 35, amending Rev. Stat. Art. 4696.

The aggregate of stock taken must be at least one-half of the authorized capital stock; and the amount paid in must be at least ten per cent. thereof, or five per cent. of the total capital, unless such total exceeds five hundred thousand dollars, when the aggregate upon such excess must be two per cent. thereof. The amount paid in must be standing to the credit of the company or its trustees in some chartered bank within the Province, unless the object of the company requires it to own real estate, in which case one-half may be invested in suitable real estate, held by its trustees, and fully of the required value over and above incumbrances. 510 The ordinary powers are granted.511 Notice of the application is published in the Gazette.512 The name, powers, etc., may be changed.513

The names of shareholders, number of their shares, and amount unpaid on each share are kept in a book which is open to the inspection of all shareholders and creditors.514

510 Que. 1903, ch. 41, amending Rev. Stat. Art. 4697.

511 Que. Rev. Stat. Arts. 4655, 4705.

512 Ibid. Art. 4697.

518 Ibid. Arts. 4703, 4706, 4709; 1903, ch. 41, § 5. 514 Ibid. §§ 4681, 4684.

CHAPTER III.

THE DOMICIL, RESIDENCE, AND CITIZENSHIP OF A CORPORATION.

A corporation must come into being in the State by which it is created, and there it must at first be located and have its domicil. And since it can have no legal existence outside the incorporating State, it would seem clear that it can never acquire any other domicil, although in fact the principal part of its business is done in another State. And this is the prevailing view.1 This is true even though the corporation comply with all the requirements of law in the foreign State, and take out a license and appoint the attorney general its agent for the service of process. As Mr. Justice Holmes said: "If any person, natural or artificial, as a result of choice or on technical grounds of birth or creation, has a domicil in

1 Insurance Co. v. Francis, 11 Wall. 210, 20 L. ed. 77; Cook v. Hager, 3 Colo. 386; Taylor v. Branham, 35 Fla. 297, 17 So. 552, 48 A. S. R. 249; Duke v. Taylor, 37 Fla. 64, 19 So. 172, 53 A. S. R. 232, 31 L. R. A. 484; Aspinwall v. Ohio & M. Ry., 20 Ind. 492, 83 A. D. 329; Life Assoc. of America v. Levy, 33 La. Ann. 1203; Chafee v. Fourth Nat. Bank, 71 Me. 514; Baltimore & O. R. R. v. Glenn, 28 Md. 287, 92 A. D. 688.

2 Bergner & Engel Brewing Co. v. Dryfus, 172 Mass. 154, 51 N. E. 531, 7 A. S. R. 251.

• Bergner & Engel Brewing Co. v. Dryfus, supra.

one place, it cannot have one elsewhere, because what the law means by domicil is the one technically pre-eminent headquarters, which, as a result either of fact or of fiction, every person is compelled to have in order that by aid of it certain rights and duties which have been attached to it by the law may be determined. It is settled that a corporation has its domicil in the jurisdiction of the State which created it, and as a consequence that it has not a domicil anywhere else."

4

In a few English cases it is to be sure, said that a corporation may have two domicils. Such language, however, is always used obiter and must not be pressed. It is confined to the case of corporations which have a regular office and a resident manager within the jurisdiction; and the word "domicil" is loosely used. In a few cases it has been rightly held that a foreign corporation may have a "commercial domicil," so called, for taxation, or to fix national character in time of war. Commercial domicil is not actual domicil, and is acquired merely by carrying on business in a place.

5

§ 72. In what State is the corporation chartered.

It is sometimes a little difficult to decide in what place a corporation is chartered, and, therefore, is located. It clearly exists somewhere within the territory possessed by the incorporating government at the time of the incorporation, and its location continues the same after the incorporating government is succeeded by another. Thus a corporation created

"I think that this company may properly be deemed both Scotch and English. It may, for the purposes of jurisdiction, be deemed to have two domiciles." Lord St. Leonards in Carron Iron Co. v. Maclaren, 5 H. L. C. 416, 449. "A foreign corporation which carries on business in this country, has a legal existence here." Cotton, L. J., in Russell v. Cambefort, 23 Q. B. D. 526, 528. See to the same effect, statements in Newby v. Van Oppen, L. R. 7 Q. B. 293; Wood v. Anderston Foundry Co., 4 T. L. Rep. 708; Ricker v. American Loan & Trust Co., 140 Mass. 346, 350.

Atty. Genl. v. Bay State Mining Co., 99 Mass. 148, 153, 96 A. D. 717. • Martine v. International Ins. Co., 53 N. Y. 339, 13 A. R. 529; Driefontein C. G. Mines v. Janson, [1901] 2 K. B. 419.