State or acquire, hold and dispose of property or sue in any State court until it has filed a copy of its charter or articles of incorporation with the Secretary of State.438 The corporation shall appoint an agent who shall reside at some accessible point in this State, duly authorized to accept service of process, and process served on him shall be due service on the corporation. A duly authenticated copy of the appointment of the agent shall be filed with the Secretary of State, and with the register of deeds of the county where the agent resides, and a certified copy shall be conclusive evidence of the appointment and authority of the agent. No suit shall be brought on any contract made by the corporation within the State unless the corporation has complied with the act. Any person acting within the State as agent of a foreign corporation which has not complied with the act shall be punished by fine of from ten to one hundred dollars, imprisonment ten to thirty days, or both. 439

Suit may be begun by attachment against any foreign corporation which has not complied with the laws of the State for appointing an agent, or is removing or has assigned its property with intent to defraud creditors.440

$184. Tennessee.

Foreign corporations desiring to do any kind of business in this State may become incorporated in this State and carry on their authorized business here.441 A copy of the charter or articles of incorporation must be filed with the Secretary of State, and an abstract of the same with the register of each county in which the corporation proposes to carry on business.442 Such corporations shall be deemed and taken to be corporations of this State, and shall be subject to the jurisdictions of the courts of this State, and may sue and be sued 438 S. Dak. Civ. Code, § 4369.

439 Ibid. § 4371.

440 Ibid. § 6199.

441 Tenn. Code, § 1992, as amended 1891, ch. 122, § 4.

442 Ibid. 1993.

therein in the mode and manner that is, or may be, by law directed in the case of corporations created or organized under the laws of this State.443

Such corporations may purchase, acquire and hold real estate in fee, or any other interest less than the fee, and personal property of every kind, as they may deem necessary or suitable for the carrying on of the business specified in the charter, and may sell, lease and convey such real estate as natural persons may do.

"And the state of Tennessee does hereby release its right of escheat by virtue of the alien origin of such corporations, or the alienage or non-residence of the shareholders of such corporations, or any of them." 444 "The corporations, and the property of all corporations coming under the provisions of this article, shall be liable for all the debts, liabilities, and engagements of said corporations, to be enforced in the manner provided by law for the application of the property of natural persons to the payments of their debts, engagements, and contracts; 445 nevertheless, the creditors who may be residents of this state shall have a priority in the distribution of assets, or subjection of the same or any part thereof to the payment of debts, over all simple contract creditors being residents of any other country or countries, and also over mortgage or judgment creditors, for all debts, engagements, and contracts which were made or owing by the said corporations previous to the filing and registration of such valid mortgages, or the rendition of such valid judgments. But all such mortgages and judgments shall be valid, and shall constitute a prior lien on the property on which they are or may be charged, as against all debts which may be incurred subsequent to the date of their registration or rendition." 446 "Such of said corpora

443 Ibid. § 1994.

444 Ibid. § 1995.

445 Ibid. 1996.

446 Ibid. § 1997. This section is unconstitutional as to creditors who are citizens of other States of the Union; but is valid as to foreign corpo

tions as shall engage in the mining of coals, iron ore, or other minerals, and in the manufacture of iron and other metals, shall have the right to construct and maintain roads, bridges, canals, tramways, telegraph lines, and railroads between their mines and their places of manufacture, and for purposes of inlet or outlet to or from any railroad now or hereafter to be constructed, or to any river or waterway at the point or place most convenient for its operation and its business; and for this purpose such corporation may purchase or acquire the necessary rights of way by contract with the owner or owners of the said lands on which the right of way is desired.447

"All corporations coming under these provisions shall, in good faith and truly, within one year after filing with the secretary of state the certified copy of the charter or articles of association as hereinbefore provided, begin and proceed with the business described in the said charter or articles of association so filed, and shall in good faith continue the same under the powers of said corporation in this said charter or articles of association as in this article declared; it being a chief object of this article to secure the opening and development of the mineral resources of the state, and to facilitate the introduction of foreign capital; and upon the failure of any such corporation to commence in good faith to develop and work some portion of its property within this state within one year after filing its said charter or articles or association in the office of the secretary of state, all rights and privileges conferred by this article shall lapse and become void and of no effect.448 Any corporation obtaining and having these privileges, may establish towns, villages, or settlements for the use and residence of its employees and others, on any lands acquired by it, and until the population is sufficiently large for the formation of municipal corporations in any of such towns

rations and citizens of foreign countries who are creditors. Blake v. McClung, 172 U. S. 239, 43 L. ed. 432.

447 Ibid. § 1999.

448 Ibid. § 2000.

or villages may establish such regulations for the government thereof as shall not be inconsistent with the laws of this state.449 If any such charter or articles of association, or any part thereof, filed as aforesaid in the office of the secretary of state, should be in contravention or violation of the laws of this state, all such parts thereof as may be found to be in conflict with the laws of this state shall be null and void." 450

Every foreign corporation desiring to own property or carry on business in the State must file a copy of the charter.451 For doing or attempting to do business without complying with this provision subjects the offender to a fine of from one hundred to five hundred dollars, fixed by the jury.452 On compliance the corporation may sue and be sued, and shall be subject to the jurisdiction of the State as fully as if it were a domestic corporation, provided this shall not affect any contracts or remedy heretofore made by foreign corporations before compliance. 453 If the corporation has no agent in the State on whom process may be served, a plaintiff, on affidavit of the justice of his claim and that the defendant is a corporation organized under this act and has no agent, may attach any property owned by the corporation and serve by publication.454 This is an extension, not a repeal, of the earlier provisions for full reincorporation of foreign corporations in Tennessee, 455

'Any corporation claiming existence under the laws of any other state, or of any country foreign to the United States, found doing business in this state, shall be subject to suit here to the same extent that corporations of this state are by the

451 Tenn. 1891, ch. 122, § 2, as amended 1895, ch. 81. See Nichols & S. Co. v. Loyd, 76 S. W. 911.

452 Ibid. § 3.

453 Ibid. § 4.

454 Ibid. § 5.

455 Ibid. § 6. This act applies to fire insurance companies. S. v. Phoenix F. I. Co., 92 Tenn. 420, 21 S. W. 893.

laws thereof liable to be sued, so far as relates to any transaction had in whole or in part within this state, or any cause of action arising here, but not otherwise." 456

"Any corporation having any transaction with persons or having any transaction concerning any property situated in this state, through any agency whatever acting for it within the state, shall be held to be doing business here within the meaning of this act." 457

Process may be served upon any agent of said corporation found within the county where the suit is brought, no matter what character of agent; and in the absence of such an agent it shall be sufficient to serve the process upon any person, if found within the county where the suit is brought, who represented the corporation at the time the transaction out of which the suit arises took place, or if the agency through which the transaction was had be itself a corporation, then upon that corporation.458 This act does not affect corporations which have a resident local agent.459

As a result of these provisions, Tennessee makes provision for three classes of foreign corporations: 1. Those reincorporated in Tennessee; 2. Those authorized to do business there; 3. Other corporations which may be sued there.

$ 185. Texas.

"Hereafter, any corporation for pecuniary profit, except as hereinafter provided, organized or created under the laws of any other State, or of any Territory of the United States, or of any municipality of such State or Territory, or of any foreign government, sovereignty or municipality, desiring to transact business in this State, or solicit business in this State, or establish a general or special office in this State, shall be and the same is hereby required to file with the Secretary of State

456 Tenn. 1887, ch. 226, § 1.

457 Ibid. § 2.

458 Ibid. § 3.

459 Cumberland T. & T. Co. v. Turner, 88 Tenn. 265, 12 S. W. 544.