corporations, while most jurisdictions in this case as in others connected with legal proceedings regard foreign corporations doing business within the State and, therefore, subject to service of process as not within the exception. The statute is interpreted strictly, and the foreign corporation is forbidden to set up the statute of limitations even if it has been doing business in the State, in several States; 49 and similarly it may avoid the statute when set up by a defendant in a suit brought by the corporation.50 In other jurisdictions, however, it is held that since the exception is meant only to cover persons who cannot be sued, a foreign corporation which does business in the State, and may therefore be sued, is such a resident as is meant by the statute, and may avail itself of the limitation; 51 and for the same reason it may not as nonresident, avoid the statute set up by the defendant.52 A foreign corporation not carrying on business or otherwise subjecting itself to suit is of course a non-resident, and cannot

49 Tioga R. R. v. Blossburg & C. R. R., 20 Wall. 137, 22 L. ed. 331 (on appeal from New York, and following the decisions of that State "whatever we may think of their soundness on general principles"); Kirby v. Lake Shore & M. S. R. R., 14 Fed. 261 (a New York case); Bank of Tennessee v. Armstrong, 12 Ark. 602; North Missouri R. R. v. Akers, 4 Kan. 453, 96 A. D. 183; Robinson v. Imperial S. M. Co., 5 Nev. 44; Barstow v. Union C. S. M. Co., 10 Nev. 386; Olcott v. Tioga R. R., 20 N. Y. 210, 75 A. D. 393; Rathbun v. Northern C. R. R., 50 N. Y. 656; Boardman v. Lake Shore & M. S. Ry., 84 N. Y. 57, 185; Thompson v. Tioga R. R., 36 Barb. (N. Y.) 79; Johnson & Lorimer Dry Goods Co. v. Cornell, 4 Okl. 412, 46 Pac. 860; Larson v. Aultman & Taylor Co., 86 Wis. 281, 56 N. W. 915, 39 A. S. R. 893; State v. Mut'l Acc. Soc. of N. Y., 103 Wis. 208, 79 N. W. 220.

50 Clarke v. Bank of Mississippi, 10 Ark. 516, 52 A. D. 248.

51 McCabe v. Illinois Cent. R. R., 4 McCr. 492, 13 Fed. Rep. 827; Taylor v. Union Pacific R. R., 123 Fed. 155; Huss v. Central R. R. & B. Co., 66 Ala. 472; Lawrence v. Ballou, 50 Cal. 258; Pennsylvania Co. v. Sloan, 1 Ill. App. 364; Wall v. Chicago & N. W. Ry., 69 Ia. 498, 29 N. W. 427; King v. National M. & E. Co., 4 Mont. 1; O'Connor v. Ætna L. I. Co. (Neb.), 93 N. W. 137; Turcott v. Yazoo & M. V. R. R., 101 Tenn. 102, 45 S. W. 1067; Thompson v. Texas Land & Cattle Co. (Tex. Civ. App.), 24 S. W. 856; Connecticut M. L. I. Co. v. Duerson, 28 Grat. (Va.) 630; Abell v. Penn. Mut. L. I. Co., 18 W. Va. 400.

52 Bank of U. S. v. McKenzie, 2 Brock. 393, Fed. Cas. No. 927.

take advantage of the statute; 53 and if, during part of the time, it is without a resident agent or otherwise not suable, the statute ceases during such time to run in its favor.54

877. Location of a corporation within the State.

It is often important, for purposes of jurisdiction or otherwise, to settle the exact location of a corporation within the State of incorporation. This seems to be determined by the location of the principal office.55 It is not, however, always easy to determine where the principal office is. In the ordinary case, no doubt, it is the place where the meetings of the corporation are held, and effective directions with reference to its business given, not where the agents of the company actually deal with third parties.56 Thus in the case of a railway company it has been held in England that it is located and does business where its office is, not where its great terminal stations are; 57 a company formed to carry on a pier is not located on the pier, but at its office; 58 and a company registered in England to carry on jute mills in India or a sulphur mine in Italy, is located in London, where its meetings are held and its directors give their orders.59

In like manner, a corporation is located in Texas when its

53 Waterman v. Sprague Mfg. Co., 55 Conn. 554, 12 Atl. 240; Hall v. Vermont & Mass. R. R., 28 Vt. 401.

54 Express Co. v. Ware, 20 Wall. 543, 22 L. ed. 422; Winney v. Sandwich Mfg. Co., 86 Ia. 608, 50 N. W. 565, 53 N. W. 421, 18 L. R. A. 524.

55 Lyman Ventilating & Refrigerating Co. v. Southard, 12 Blatch. 405, Fed. Cas. No. 8,633; Texas & P. R. R. v. Edmisson (Tex. Civ. App.), 52 S. W. 635.

58 Jones v. Scottish Accident Ins. Co., 17 Q. B. D. 421; Watkins v. Scottish Imper. Ins. Co., 23 Q. B. D. 285. See Hastings v. Anacortes Packing Co., 29 Wash. 224, 69 Pac. 776.

57 Adams v. Great W. Ry., 30 L. J. Ex. 124, 6 H. & N. 404; Shields v. Great N. Ry., 30 L. J. Q. B. 331; Brown v. London & N. W. Ry., 32 L. J. Q. B. 318; Rogers v. London, C. & D. Ry., 26 Week. Rep. 192; Le Tailleur v. Southeastern Ry., 3 C. P. D. 18.

58 Aberystwith Promenade Pier Co. v. Cooper, 35 L. J. Q. B. 44.

59 Casena Sulphur Co. v. Nicholson, 1 Ex. D. 428. The case was to some extent disapproved by Lord Herschell in Colquhoun v. Brooks, 14 App. Cas. 493, 510, but not on the question of location.

office for the transaction of business is there, though its flour mills, grain elevators and cotton gins are in Indian Territory.00

There is, however, a tendency in some of the English cases to depart from this sensible rule, and hold that a corporation is located at the place where the transactions in which it is engaged are actually carried out.61 Such a doctrine would. cause confusion, and seems inconsistent with the cases already cited. It has been said that it is limited to cases where the business done in the registered office is merely formal; but even thus limited it is not to be commended.

§ 78. Location of a corporation chartered by Congress.

A corporation chartered by Congress may be in an anomalous position. The only portion of territory within the limits of the country for which Congress directly legislates, as a territorial legislature, is the District of Columbia. When acting as the legislature for the District, Congress may create a corporation, which would evidently be located within the District.62 Thus the "Freedman's Bank," chartered by Congress, was located in the city of Washington.63 And unless Congress has constitutional power to create a corporation in some State, a corporation created by it must be a corporation of the District, and in strictness a foreign corporation elsewhere.64

A national bank is a corporation which Congress has power to create within the borders of a State. The location of such a bank is evidently neither the District of Columbia nor the whole United States, but the city in which it is placed; and

60 Beattie v. Hardy, 93 Tex. 131, 53 S. W. 685.

61 Kilkenny & Gt. S. & W. Ry. v. Feilden, 20 L. J. Ex. 141; Keynsham Blue Lias Lime Co. v. Baker, 33 L. J. Ex. 41; and see the latter case explained in Jones v. Scottish Accident Ins. Co., 17 Q. B. D. 421.

62 Layden v. Knights of Pythias, 128 N. C. 546, 39 S. E. 47.

83 Cory v. State, 55 Ga. 236; Williams v. Creswell, 51 Miss. 817; Hadley v. Freedman's Savings & Trust Co., 2 Tenn. Ch. 122.

64 So of an insurance company; Daly v. Nat. Life Ins. Co., 64 Ind. 1; so of a fraternal and benevolent corporation, Layden v. Knights of Pythias, 128 N. C. 546, 39 S. E. 47.

it is not located in any other State.65 In New York a national bank there located has been held to be a foreign corporation,66 but it was under a statute defining a foreign corporation to be one "created by or under the laws of any other State government or country;" and the decision was due to the statutory definition.67

The case of a railroad corporation created by the United States is more difficult. It has been held that such a company is located in every State in which it operates a railroad under the charter, and that it is to be treated as a domestic corporation in every such State.68 This is opposed to the better English doctrine as to the location of a corporation.69 Such a railroad must, it would seem, have a principal office somewhere, and that ought to be considered its location.

§ 79. Citizenship of a corporation.

It is everywhere held that corporations are not "citizens" in the sense in which that word is used in the Constitution of the United States.70 The individual shareholders, however, have the rights of citizens, and the corporation often gets

65 Manufacturers' Nat. Bank v. Baack, 8 Blatch. 137, Fed. Cas. No. 9,052; Orange Nat. Bank v. Traver, 7 Sawy. 210, 7 Fed. 146; Nat. Park Bank v. Nichols, 4 Biss. 315, Fed. Cas. No. 10,048; St. Louis Nat. Bk. v. Allen, 5 Fed. 551; Market Nat. Bank v. Pacific Nat. Bank, 64 How. Pr. 1; Cook v. State Nat. Bank, 52 N. Y. 96, 11 A. R. 667; In re Cushing's Estate, 82 N. Y. S. 795, 40 Misc. 505.

66 Cooke v. State Nat. Bank, 50 Barb. (N. Y.) 339. See N. Y. Laws of 1890, c. 563, § 2.

67 Cook v. State Nat. Bank, 52 N. Y. 96, 11 A. R. 667.

68 Van Dresser v. Oregon Ry. & Nav. Co., 48 Fed. 202; Mooney v. U. P. R. R., 60 Ia. 346 (semble); Losee v. McCarty, 5 Utah, 528, 17 Pac. 452. In Pennsylvania, it is held that a railroad company chartered by Congress is not a foreign corporation, even though it does no business in the State. Com. v. Texas & P. R. R., 98 Pa. 90; Eby v. Northern Pacific R. R., 13 Phila. 144. 69 Supra, § 77.

70 Bank of U. S. v. Deveaux, 5 Cranch, 61, 3 L. ed. 38; Covington Drawbridge Co. v. Shepherd, 20 How. 227, 15 L. ed. 896; Paul v. Virginia, 8 Wall. 168, 19 L. ed. 357; Ducat v. Chicago, 10 Wall. 410, 19 L. ed. 972; Railroad v. Koontz, 104 U. S. 11, 26 L. ed. 643; Phila. Fire Assoc. v. New York, 119 U. S. 110, 30 L. ed. 342; Pembina C. S. M. & M. Co. v. Penn, 125 U. S. 181, 31 L. ed. 650; Hooper v. California, 155 U. S. 648, 39 L. ed. 297; Blake v.

these rights indirectly through its members. The right to sue in the United States courts because of diverse citizenship cannot be exercised by the corporation because of any citizenship of its own; but the result finally reached is the same, since the members are conclusively presumed all to be citizens of the State of charter." It has been held, however, that under a statute permitting the location of mining claims by citizens of the United States, a corporation could locate a claim as citizen of the charter State.72 It has likewise been held that under a statute giving the Court of Claims jurisdiction over "claims for property of citizens of the United States" destroyed by Indian depredations, a corporation organized under the law of any State is to be deemed a citizen of the United States.73

McClung, 172 U. S. 239, 43 L. ed. 432; Orient Ins. Co. v. Daggs, 172 U. S. 557, 43 L. ed. 552; Warren Mfg. Co. v. Etna Ins. Co., 2 Paine, 501, Fed. Cas. No. 17,206; Manufacturers' Nat. Bank v. Baack, 8 Blatch. 137, Fed. Cas. No. 9,052; Ins. Co. v. New Orleans, 1 Woods, 85, Fed. Cas. No. 7,052; Baltimore & O. T. Co. v. Del. & A. T. & T. Co., 7 Houst. 269; Cadwell v. Armour, 1 Pen. (Del.) 545, 43 Atl. 517; Ducat v. Chicago, 48 Ill. 172, 95 A. D. 529; Cin. Mut. H. A. Co. v. Rosenthal, 55 Ill. 85, 8 A. R. 626; Farmers' & M. Ins. Co. v. Harrah, 47 Ind. 236; Elston v. Piggott, 94 Ind. 14; Phoenix Ins. Co. v. Com., 5 Bush (Ky.), 68, 96 A. D. 331; Woodward v. Com., 9 Ky. L. Rep. 670, 7 S. W. 613; State v. Lathrop, 10 La. Ann. 398; State v. Fosdick, 21 La. Ann 434; Home Ins. Co. v. Davis, 29 Mich. 238; Hartford Ins. Co. v. Raymond, 70 Mich. 485, 38 N. W. 474; Daggs v. Orient Ins. Co., 136 Mo. 382, 38 S. W. 85, 58 A. S. R. 638, 35 L. R. A. 227; Tatem v. Wright, 23 N. J. L. 429; Western U. T. Co. v. Mayer, 28 Oh. S. 522. As was said in Ducat v. Chicago, supra, the term citizen " can be correctly understood in no other sense than that in which it was understood in common acceptation when the Constitution was adopted, and as it is universally explained by writers on government, without an exception. A citizen is of the genus homo, inhabiting, and having certain rights in some State or district. . . . These privileges attach to him in every State into which he may enter, as to a human being-as a person with faculties to appreciate them, and enjoy them, not to an intangibility, a mere legal entity, an invisible artificial being, but to a man, made in God's own image."

71 Louisville, C. & C. R. R. v. Letson, 2 How. 497, 11 L. ed. 353; Marshall v. B. & O. R. R., 16 How. 314, 14 L. ed. 953; St. Louis & S. F. Ry. v. James, 161 U. S. 545, 40 L. ed. 802; Hammond Beef & Prov. Co. v. Best, 91 Me. 431, 40 Atl. 338, 42 L. R. A. 528.

72 North Noonday Mining Co. v. Orient M. Co., 1 Fed. 522.

73 United States v. N. W. Express S. & T. Co., 164 U. S. 686, 41 L. ed. 599.