by the laws of this State upon officers, directors, and stockholders of domestic corporations for false and fraudulent statements and returns, shall apply to the officers, directors, and stockholders of foreign corporations doing business in this State.57

"Any foreign corporation may purchase, hold, mortgage, lease, sell, and convey real and personal estate in this state for its lawful uses and purposes, and such real estate and other property as it may acquire, by way of foreclosure or otherwise, in payment of debts due such corporation; but no foreign corporation belonging to any of the classes excepted in section 62 of this act shall engage in or continue, in this state, the business authorized by its charter or the laws of the state under which it was organized, unless empowered so to do by some general or special law of this state, except for the purpose of carrying out and renewing existing contracts heretofore made." 58 The corporations excepted in section 62 are corporations transacting the business of a bank, savings bank, trust company, building and loan association, insurance company, surety or indemnity company, railroad or street railway company, telegraph or telephone company, gas, electric light, or water company, or requiring the right to take and condemn lands or to occupy the public highways of this state.

"Every foreign corporation with an office or place of business in this state, except insurance companies, surety companies, and building and loan associations, shall, before doing business in this state, appoint in writing the secretary of the state and his successors in office to be its attorney, upon whom all process in any action or proceeding against it may be served; and in such writing such corporation shall agree that any process against it which is served on such secretary shall be of the same legal force and validity as if served on the corporation, and that such appointment shall continue in force as long as any liability remains outstanding against the cor

57 Ibid. § 88. 58 Ibid. § 81.

poration in this state. Such written appointment shall be acknowledged before some officer authorized to take acknowledgments of deeds and shall be filed in the office of said secretary, and copies certified by him shall be sufficient evidence of such appointment and agreement. Service upon said attorney shall be sufficient service upon the principal, and may be made by leaving a duly attested copy of the process with the secretary of the state or at his office." 59 "When legal process against any corporation mentioned in [the preceding] section is served upon the secretary of the state, he shall immediately notify the corporation thereof by mail, and shall, within two days after such service, forward in the same manner a copy of the process served upon him to such corporation, or to any person designated by such corporation in writing. The plaintiff in the process so served shall pay said secretary at the time of such service a fee of twenty-five cents for each page of process, said fee in no case to be less than two dollars, which shall be recovered by him as part of his taxable costs if he shall prevail in the suit. Said secretary shall keep a record of all process served upon him, which shall show the day and hour when such service was made." 60 'Every officer of a foreign corporation transacting business in this state which fails to comply with the requirements of [the two preceding sections], and every person who transacts business in this state as the agent of such delinquent corporation, shall be fined not more than one thousand dollars; but such failure shall not affect the validity of any contract by or with such corporation. The secretary of the state shall report such failure to the attorney-general, who shall thereupon institute proceedings against such corporation to restrain its further prosecution of business in this state." 61

In actions against foreign corporations, service of process may be made upon the president, secretary or any director

59 Ibid. § 83.

60 Ibid. § 84.

61 Ibid. § 85.

or managing or general agent of such corporation; provided that this act shall not apply to any foreign corporation which shall have an agent or attorney upon whom service of process may be made, duly appointed in conformity with the laws of this State.62

$149. Delaware.

The Constitution provides that "no foreign corporation shall do any business in this State through or by branch offices, agents, or representatives located in this State, without having an authorized agent or agents in the State upon whom legal process may be served." 63

"It shall not be lawful for any corporation created by the laws of any other State, or the laws of the United States, to do any business in this State through or by branch offices, agents or representatives located in this State, until it shall have filed in the office of Secretary of State of this State a certified copy of its charter and the name or names of its authorized agent or agents in this State, together with a sworn statement of the assets and liabilities of such company or corporation, and paid to the Secretary of State, for the use of the State, Fifty dollars ($50); 64 and the certificate of the Secretary of State under his seal of office, of the filing of such charter, shall be delivered to such agent or agents upon the payment to said Secretary of State of the usual fees for making certified copies; the said certificate shall be prima facie evidence of such company's right to do business in this State." 65 A certificate of the filing of this document is sent to the prothonotary of the Superior Court of each county, and by him recorded.66

"All process sued out in this State in any court of this

62 Conn. 1895, p. 32.

83 Del. Const. Art. 9, § 5.

The provision as to the payment of fifty dollars does not apply to corporations which complied with the law as it stood before 1903.

65 Del. For. Corp. Law (1903), § 1.

66 Ibid. §§ 2, 3.

State against such corporation, all orders made by any court of this State, all rules and notices of any kind required to be served on or given to any such corporation, may, after the first day of May, A. D. 1903, be served on or given to such person or agent so certified as aforesaid, and such service or notice shall be as effectual and shall operate as if it had been served on or given to said corporation." 67 Another agent may be substituted by the corporation; and in case of the death or removal from the State another agent shall be substituted within ten days.68 Any foreign corporation engaging in business without complying with the provisions of the act, and any agent of the corporation through whom such business is transacted, shall be guilty of a misdemeanor, and fined for each offence, the corporation from two to five hundred dollars, the agent from one to five hundred dollars.69

"No foreign corporation as aforesaid shall, within the limits of this State, by any implication or construction, be deemed to possess the power of discounting bills, notes, or other evidence of debt, of receiving deposits, of buying gold or silver bullion or foreign coin, of buying and selling bills of exchange, or of issuing bills, notes or other evidences of debt upon loan for circulation as money, anything in its charter or articles of incorporation to the contrary thereof notwithstanding." 70

$150. District of Columbia.

An attachment may be issued against the property of a foreign corporation." Foreign trust, loan and mortgage, safedeposit, title insurance, and security companies are forbidden to carry on business in the District without compliance with the provisions for the government of similar domestic corporations; and the officers of an offending corporation are punished

67 Ibid. § 4.

68 Ibid. § 5.

69 Ibid. § 6.

70 Ibid. § 7.

71 Dist. Col. Code, § 445.

by fine not exceeding one thousand dollars, or imprisonment not exceeding one year, or both.72 Foreign fraternal benefit associations file a copy of the charter, and an annual report of condition, with the superintendent of insurance,73 and name the superintendent their attorney on whom legal process may be served.74 No foreign insurance company is allowed to do business until it has deposited (either in some State or in the District) one hundred thousand dollars as a reserve fund; and it must publish an annual statement of the condition of its business in the United States and in the District.75 Such a company shall file a copy of its charter with the superintendent of insurance, and if its principal office is located outside the District it shall appoint some suitable person resident in the District as its attorney, upon whom legal process may be served.76

In actions against foreign corporations doing business in the District, all process may be served on the agent of such corporation, or person conducting its business, or, in case he is absent and cannot be found, by leaving a copy at the principal place of business in the District, and such service shall be effectual to bring the corporation before the court.77

No corporation created in a foreign country, and no corporation over one-fifth of whose stock is held by aliens, may own land in the District, except such as is acquired by inheritance or in good faith in the collection of debts created before 1887.78

$151. Florida.

Process may be served upon the president, vice-president, or other head of the corporation; or in his absence on the

72 Ibid. § 747.

73 Ibid. §§ 751, 752.

74 Ibid. § 753.

75 Ibid. §§ 649, 650.

76 Ibid. § 646.

77 Ibid. § 790.

78 U. S. 1887, ch. 340, §§ 1, 2.