Law of Foreign Corporations: A Discussion of the Principles of Private International Law and of Local Statutory Regulations Applicable to Transactions of Foreign Companies

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Central Law Journal Company, 1893 - 376 pages

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Contents

Validity of ContractsFailure to comply with a Statute Denouncing
74
SameWhen the Company is Estopped to Deny it
78
SameWhen a Matter of Abatement Merely
79
SameRecovery of Money Paid
80
SameInvalidity Cured by Subsequent compliance
81
SameExecuted Contracts
82
SameContracts Made Valid by Statute
83
ActionsRight to Sue and be Sued
84
SameStatutory Disqualification to Sue and Defend
85
SamePleading à Compliance with the StatuteProceedings in Equity
86
SameIn Action at Law or Under the Code
87
SamePleading a NonComplianceCertainty
88
Remedy for Failure to ComplyQuo Warranto
89
SameIndictment of Agent
90
SamePleading
91
SameUnder the Missouri StatuteAgents
92
Statutes Limiting the Powers of Foreign Companies 110 Restraining Statutes Generally
93
Prohibition of Unauthorized Banking
94
SameContracts in Violation of the Statute
95
One Class or Kind of BusinessConstruction
96
114 Forbidden Conditions in Insurance Policy
97
Police Regulations 119 The Police Power
98
SameFencing Railroad Track
99
Retaliatory Legislation 126 ValidityNot Unconstitutional as Delegating Legislative Power
101
SameNor as Denying Equal Protection of the Laws
104
SameRetaliatory Taxation Laws not Invalid for Want of Uniform ity and Equality
105
ConstructionWhen Retaliatory Provisions become Operative
106
SameIn New YorkDistinction between Obligations and Pro hibitions
107
SameDuties of State Officers
108
SameSubstantially the same Basis and Limitations
109
SameTaxes Fines Penalties Deposits Statements Obligations and Requirements
111
SameSame Obligations or Prohibitions
112
SameWhen the Foreign Restrictions Coincide with Charter Lim itations
113
Taxation of Foreign Companies 142 The Power in General
115
Privilege Taxes
116
License FeesGeneral Principles
117
Reasonableness and Unreasonableness of License Fees
118
SameMunicipal License
119
Special LicenseWhen Exclusive of Other Regulations
121
Taxation for RevenueSitus of PropertyPersonalty
122
Situs of Real Estate
123
Situs of Rolling Stock of Railroad
124
Assessmentof Property within the State
125
SameAssessment upon Net Value of Insurance Policies
126
SameWhen fixed by Admitting Statute
127
Remedies for NonpaymentExclusion
128
SameIndictment
129
SameInterstate Commerce
130
SameEquality and Uniformity
131
SameConstitutional Restriction
132
ConstructionExemption from Taxation
134
SameEffect of Exemption from General Taxation
135
ACTIONS BY AND AGAINST FOREIGN COMPANIES
137
Actions Against Foreign Companies at Common
143
Actions Against Foreign Companies Under the Statute
149
SameCompany not Disqualified to Sue
159
Service on Officer Temporarily in the State on Corporate Business
160
SameMore Illustrations
167
Jurisdiction by Consent of Parties
186
Proceedings in Rem and Quasi in Rem 252 Proceedings in Reme
196
Order of Publication
197
SameConsolidated Companies
198
JurisdictionAttachment an Auxiliary Remedy
199
Foreign Company as Garnishee 260 Doctrine that Foreign Company as a Nonresident is not Liable to Garnishment
200
Another ViewForeign Company not a Nonresident within the Rule
201
Corporations Created by Congress
202
Situs of Choses in ActionDomicile of Creditor
203
Another ViewSitus Follows Domicile of Debtor
204
Foreign Company must be Subject to suit
205
Answer of Foreign Company as Garnishee
206
Disclosures of Officers or Agents
207
Some Matters of Practice 272 VenueSuit may be Brought in any County
209
SamePlace of Business
211
Pleading Corporate ExistenceUnder the Code
212
Denial of Corporate Existence
213
Charter or Law of Incorporation as Evidence
214
Proof of Corporate Existence as a Fact
215
Certificate of Incorporation
216
Failure to comply with Local Statutes
217
Court will not Permit such Process tojbe Abused
218
FEDERAL JURISDICTION OF FOREIGN CORPORATIONS ARTICLE I Citizenship of Foreign Companies 293 Citizenship of CorporationsThe Ori...
220
Citizenship
221
Inhabitant of the District Amendatory Act of March 3 1887
232
Act of 1887 ContinuedResidence of Foreign Corporation
233
Voluntary Appearance
234
Validity of Service not a Federal Question
235
Removal of Causes 317 Status as Foreign Company
236
Loss of Status as Foreign Company
237
Removal under Act of March 3 1887
238
ApplicationAffidavit
239
State Statutes Requiring Waiver of the Right to Invoke Federal Jurisdiction 325 Strife for Jurisdiction Between Federal and State Courts
240
Statutory Waiver of Right of RemovalView of the State Courts
241
Such Waiver Cannot be RequiredView of the Federal Courts
242
But a Foreign Companys License may be Revoked
244
Revocation of LicenseFederal View
246
SameBaron v Burnside
247
SameDoyle v Continental Insurance Co
249
Right of Removal a Constitutional Privilege
250
Scope of These Decisions
251
Original Jurisdiction of Supreme Court 338 Original Jurisdiction of Supreme Court
254
POWER OF FOREIGN CORPORATIONS TO TAKE AND CONVEY LAND 343 Real Estate Governed by Lex Rei Sito
255
Power to Hold Land not a Prerogative Franchise
256
Statute of Limitations
271
Situs of Corporate Shares
277
Stockholders in Foreign Corporations
284
SameRemedy at Law not Exclusive
285
SameBill of Discovery
286
SameSuch Liability Regarded as a DebtSummary Remedy
288
Statutory LiabilityPenal Laws
289
IllustrationsConflict of Authority
290
Further Illustrations
291
Illustrations of Penal Liability
292
Penal Laws Strictly Construed
293
SameRemedy under Lex Fori
294
SameMassachusetts Rule
295
Survival of Action Against Stockholder
296
Original and Secondary LiabilityWhen Stockholders are Principal Debtors
297
SameWhen Secondarily Liable
298
SameWhether Nulla Bona Return must be in Corporate Domicile
299
SamePleading Jurisdictional Facts
300
SameStatutory Liability
301
SameProhibited Business
302
Jurisdiction of Nonresident Stockholder
303
Summary ProceedingsService of Process on Stockholder
304
OFFICERS AND AGENTS OF FOREIGN CORPORATIONS 425 Officers and Agents of Foreign Corporations
306
Penal Liabilities of Officers and Directors
307
SameOmission of Corporate Duties
308
NOTICE OF CORPORATE POWERS 433 The General Rule
309
What Legislation Designated by Charter
310
CORPORATIONS CREATED BY CONGRESS 440 Corporations Created by Congress not Foreign
311
CONSOLIDATION OF FOREIGN CORPORATIONS 446 Requisites of Legal Consolidation
313
Legislative Authority
314
Consent Presumed from Terms of Charter
315
452 Method of Consolidating Foreign Companies
316
Adoption of Foreign Company
317
Adoption a Question of Legislative Intent
318
Grant of Privileges not an Adoption
319
SameFurther Illusti tions
320
Status of Consolidated Company as Domestic Corporation
321
Same
322
Charter Contemplating Foreign Consolidation
323
Power of State to Regulate and Control Consolidated Company
324
Status of Consolidated Company as a whole
325
SameInfringement of Corporate Name
326
SameSpecific Performance of Foreign Contract
327
Liabilities of Component Companies
328
SameUnauthorized Consolidation
329
DISSOLUTION AND INSOLVENCY 474 Corporation can be Dissolved only in Corporate Domicile
330
SameValidity of Decree
331
SameInterstate Consolidated Company
332
Effect of DissolutionOn Corporate Powers
333
SameOn Corporate Assets
334
SameOn Corporate Real Estate
335
SameOn Rights of Shareholders
336
SameCreditors in Corporate Domicile
337
Actions by Receivers of Foreign Companies
338
Suits by Assignees Trustees etc of Foreign Companies
340
InsolvencyRemedies of Local Creditors
342
Charter Provisions for Liquidation
343
Local Regulations of Insolvent ompanies
344
Insolvency of National Banks
345
Can a Plaintiff Foreign Company Claim the Disability of Nonresi
363
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Popular passages

Page 105 - Every law which imposes, continues or revives a tax shall distinctly state the tax and the object to which it is to be applied, and it shall not be sufficient to refer to any other law to fix such tax or object.
Page 42 - ... the fairest and most just construction of the constitution in all its parts. In, our opinion, such a construction of the constitution leads to the conclusion that no State has the right to lay a tax on interstate commerce in any form, whether by way of duties laid on the transportation of the subjects of that commerce, or on the receipts derived from that transportation, or on the occupation or business of carrying it on, and the reason is that such taxation is a burden on that commerce, and...
Page 17 - A corporation is an artificial being, invisible, intangible, and existing only in contemplation of law. Being the mere creature of law, it possesses only those properties which the charter of its creation confers upon it, either expressly or as incidental to its very existence.
Page 232 - But no person shall be arrested in one district for trial in another in any civil action before a Circuit or District Court; and no civil suit shall be brought before either of said courts against any person by any original process or proceeding in any other district than that whereof he is an inhabitant...
Page 37 - At the present day corporations are multiplied to an almost indefinite extent. There is scarcely a business pursued requiring the expenditure of large capital, or the union of Large numbers, that is not carried on by corporations. It is not too much to say that the wealth and business of the country are to a great extent controlled by them. And if, when composed of citizens of one state, their corporate powers and franchises could be exercised in other states without restriction, it is easy to see...
Page 233 - ... where the jurisdiction is founded only on the fact that the action is between citizens of different states, suits shall be brought only in the district of the residence of either the plaintiff or the defendant.
Page 287 - When the whole capital stock of a corporation shall not have been paid in, and the capital paid shall be insufficient to satisfy the claims of its creditors, each stockholder shall be bound to pay on each share held by him the sum necessary to complete the amount of such share, as fixed by the charter of the company or its certificate of incorporation, or such proportion of that sum as shall be required to satisfy the debts of the company.
Page 47 - Congress shall have power to promote the progress of science and the useful arts, by securing for limited times to authors and inventors the exclusive right to their respective writings and discoveries, and to make all laws which shall be necessary and proper for carrying into execution the foregoing powers.
Page 70 - No foreign corporation shall do any business in this State without having one or more known places of business, and an authorized agent or agents in the same upon whom process may be served.
Page 182 - All courts shall be open; and every man, for an injury done him in his lands, goods, person, or reputation, shall have remedy by due course of law, and right and justice administered, without sale, denial, or delay.

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