$164. Michigan.

"It shall be unlawful for any corporation organized under the laws of any State of the United States (except the State of Michigan), or of any foreign country to carry on its business in this State, unless it shall first have filed and recorded, in the office of the Secretary of State, a certified copy of its charter, or articles of incorporation, and have filed evidence of appointment of an agent in this State to accept service of process and have paid to the Secretary of State the requisite filing and recording fees and franchise fees." In order to determine the amount of fees, the corporation also files with the Secretary of State a sworn statement of condition including the amount of business transacted and the proportion of capital invested within the State.190 A corporation carrying on business in Michigan before paying its franchise fee shall at once become indebted for the amount of the fee.191

"No such corporation having appointed an agent in Michigan to accept service of process shall have power to revoke or annul such appointment unless it shall, before such revocation shall be filed, or take effect, file notice of the appointment of some other person in this State as such agent; and in case of the death or removal from the State of any agent so appointed, without the appointment of any other person to act as such agent, such service of process may be made upon the Secretary of State, who shall immediately notify the corporation thus served by mailing such notice to its address. 192 No such foreign corporation shall be permitted to transact business in this State unless it be incorporated in whole, or in part, for a purpose or object for which a corporation may be formed under the laws of Michigan, and then only for such purpose or object. 193 Any foreign corporation so admitted to carry on business in this State shall be subject to any and all provi

190 Mich. 1901, Act 206, § 1.

191 Ibid. § 2.

192 Ibid. §3.

193 Ibid. § 4.

sions of statute requiring the filing of reports by corporations of this State organized for a purpose for which such foreign corporation shall have been admitted; and a failure to file such report within the time prescribed shall be sufficient cause for revoking the right of such corporation to carry on business in this State, which revocation may be declared by any court of competent jurisdiction on complaint filed by the Attorney General. 194 The provisions of this act shall not be applicable to such foreign corporations as are permitted to do business in this State by license issued by the Commissioner of Insurance, or by the State Treasurer according to the provisions of law, nor shall this act be construed to prohibit any sale of goods or merchandise which would be protected by the rights of interstate commerce.

" 195

Actions of tort against foreign corporations may be begun by writ of attachment where the cause of action arose in the State or while the plaintiff was a bona fide resident of the State. 19 And a foreign corporation may be sued as garnishee.197 A foreign corporation may sue upon giving security for costs; 198 but it cannot maintain any action founded upon, or on a liability arising out of, any act forbidden by law. 199

$165. Minnesota.

Every foreign corporation for profit before doing business in the State or acquiring, holding or disposing of property within the State, or maintaining any action in any State court shall have a public office in the State and appoint an agent, who shall reside in the county in which the office is located, duly authorized to accept service of process in any action; and service upon such agent shall be held personal service on the

194 Ibid. § 5.

195 Ibid. § 6.

196 Mich. Stat. § 8025a.

197 Mich. 1899, Act 257.

198 Mich. Stat. § 8135. 109 Ibid. § 8136.

corporation.200 A duly-authenticated copy of the appointment of such agent shall be filed in the office of Secretary of State, and a certified copy thereof shall be prima facie evidence of the appointment and authority of the agent.201 The corporation shall also file with the Secretary of State a copy of its charter or articles of incorporation, and a statement of condition, showing the proportion of its capital invested in the State; the charter fee being based upon this proportionate amount. The Secretary of State shall then issue his certificate which shall be prima facie evidence of its corporate right; and the corporation shall enjoy these rights for thirty years, unless its existence shall sooner terminate. The thirty-year term may be renewed in the same way.202 The penalty for failure to comply with this act is one thousand dollars; and no corporation which shall fail to comply can maintain any suit or action either legal or equitable in any of the courts of this State upon any demand, whether arising out of contract or tort. The provisions of the act shall not apply to corporations engaged in an exclusively manufacturing business in the State, nor to drummers or traveling salesmen soliciting business in the State for corporations which are entirely nonresidents; nor to any corporation engaged only in the business of loaning money or investing in securities in this State, including all business incidentally growing out of the same and the handling of such real estate and other property as may be taken by foreclosure or otherwise in liquidation of such loans or securities . . . or the transportation of freight and passengers by water. 203

The transfer agent in the State of any foreign or domestic corporation shall exhibit at any time during business hours the stock transfer book and list of stockholders to any stockholder who asks for it.204

200 Minn. 1899, ch. 69, § 1.

201 Ibid. § 2.

202 Ibid. § 3; 1899, ch. 70.

203 Ibid. § 4.

204 Minn. 1897, ch. 165, § 1.

Any foreign corporation which now is or hereafter may be created in whole or in part for the buying and selling of or dealing in lands in this State, or in the promotion of immigration to or the settlement or occupation of any lands in this State, may loan its funds to persons, whether its members or not, and take and enforce securities therefor, and may acquire, take, hold, convey, use, or occupy real, personal, or mixed property of every name and nature, within this State, and make contracts and transact all lawful business consistent with the objects and purposes of said corporation, and said corporation shall in all respects be subject to the laws of this State, and in all suits or proceedings by or against said corporation it shall be deemed for all purposes a domestic corporation.

Provided, that no such corporation shall acquire or hold at any one time more than one hundred thousand acres of land in this State, and that all lands acquired by it shall be sold within twenty-one years after their acquisition, except such lands as may be acquired by it under mortgage foreclosure or forfeiture of contracts for the sale thereof, which shall be disposed of by it within fifteen years after such acquisition or forfeiture.

And provided further, said corporation shall appoint an agent or attorney residing within this State, upon whom all process may be served, which appointment shall be filed in the office of the Secretary of State.205

Elaborate provisions are made to prevent a foreign corporation from bringing suit in the Federal court, or removing proceedings from the State to the Federal courts. "No foreign corporation now or hereafter doing business in this State shall have, possess or exercise any rights, privileges or immunities not possessed by domestic corporations; but unless otherwise provided by law shall in all respects be deemed, if it shall remain in this State for sixty days after the passing of this act, to be a domestic corporation, and entitled to all 205 Minn. Gen. Stat. § 342 ),

the rights, privileges and immunities of domestic corporations, subject to all laws of this State." 206

Where, by the general or special laws of this State relating or in any way appertaining to any foreign corporation, it is provided in substance or effect that in suits and proceedings upon causes of action arising in this State, in which such corporation shall be a party, such corporation shall be deemed to be a domestic corporation, it is provided that if such corporation makes application to remove such proceedings to a Federal court it shall be liable to a fine of from one hundred to one thousand dollars, 207 shall forfeit the right to do business in the State, and for each day's business thereafter done in the State be liable to a penalty of from one to ten thousand dollars. 208 In case of an insurance company, its license to do business in the State shall be revoked by the insurance commissioner, and it shall be liable to the penalty.209 All privileges and immunities are forfeited by a foreign corporation which violates the act, and any contract made by it thereafter is void, provided that such a contract may be enforced in favor of any person who entered into it in good faith without notice. If any railway company removes suit it shall be unlawful for it to run any locomotive or cars in the State, and it shall be liable for all damages done by it in the performance of said unlawful act to any person or property.210 Even a foreign corporation not doing business in the State is forbidden under the same penalty to sue in or remove to the Federal court any cause of action arising in this State.211 The last provision, so far as it purports to apply to acts done outside the State, is certainly void; since the penal laws of a State cannot apply to persons and acts outside its jurisdiction. The provision as to railroad companies is probably valid, since 200 Ibid. § 3425.

207 Ibid. § 3421. 208 Ibid. 3422.

209 Ibid. § 3423, 3424.

210 Ibid. § 3427.

311 Ibid. § 3426.