unnecessary. Such an extension of the reserved power of amendment, however, violates the inhibition of the Federal Constitution against impairing the obligation of contracts, and is to be supported neither upon principle nor authority. The power of amendment is reserved to the State for the benefit of the public, to be exercised by the State only, and cannot be made the means of changing the rights of the corporators between themselves.*

§ 452. Method of Consolidating Foreign Companies. Although the laws of a sovereignty can have no extraterritorial effect, and a corporation is entitled to no recognition beyond the limits of the State by which it was created, yet companies created by distinct sovereignties may, in several ways, be consolidated into a single corporation, having a corporate domicile in two or more States, and entitled to the privileges and incurring the liabilities of a domestic company in each. Thus a State may authorize the consolidation of a domestic company with a foreign one; it may ratify such a consolidation, when made without authority; or, acting concurrently with the legislature of another State, it may vest the same individuals with the corporate capacity; or, as more frequently happens, it may, 1 Bishop v. Brainerd, 28 Conn. 289.

2 Zabriskie v. Hackensack, etc. R. Co., 18 N. J. Eq. 178; Black v. Delaware, etc. Canal Co., 24 N. J. Eq. 455, 468; Mills v. Central R. Co., 41 N. J. Eq. 1. See also Dartmouth College v. Woodward, 4 Wheat. 518; Livingston v. Lynch, 4 Johns. Ch. 573; Kean v. Johnson, 9 N. J. Eq. 401.

3 Bishop v. Brainerd, 28 Conn. 289; Graham v. Boston, etc. R. Co., 118 U. S. 161; Wilmer v. Atlanta, etc. Ry. Co., 2 Woods, 409.

* Quincy Bridge Co. v. Adams County, 88 Ill. 615; Bishop v. Brainerd, 28 Conn. 289; Mead v. Housatonic, etc. R. Co., 45 Conn. 199; Mitchell v. Deeds, 49 Ill. 416.

5 Bishop v. Brainerd, 28 Conn. 289; Commonwealth v. R. Co., 58 Pa. St. 26.

Pittsburg, etc.

by adoption, domesticate a corporation created in a foreign jurisdiction.'

Foreign

§ 453. Adoption of Company. The adoption of a foreign company is not, strictly speaking, a consolidation, although the effect is the same to the extent of producing a corporate organization deriving its existence from, and exercising corporate privileges under, the charters of two distinct sovereigns. For that reason it is not inappropriate to discuss the subject in this connection. The most striking distinction between adoption and consolidation of corporations is, that while for the latter legislative authority and consent of the stockholders are required, they are not essential to a valid adoption of a foreign company. For instance, where a company, acting within its general corporate powers, extends its operations into a jurisdiction where it is provided by statute that a foreign company so doing shall thereby become domesticated, there would seem to be no room to doubt that it thereby becomes a domestic company in that jurisdiction, with all the privileges, liabilities and responsibilities incident to that condition, without any specific authority to do so.'

§ 454. Acceptance of Foreign Charter not a Ground of Forfeiture.-In the absence of any prohibition in the charter, or statutes, it is in no sense a treason to the State of the corporate domicile for the corporation to accept a franchise of incorporation from another State; the

1 McGregor v. Erie Ry. Co., 35 N. J. L. 115; Clark v. Barnard, 108 U. S. 436; James v. St. Louis, etc. Ry. Co., 46 Fed. Rep. 47; Uphoff v. Chicago, etc. R. Co., 5 Fed. Rep. 545; Memphis, etc. R. Co. v. Alabama, 107 U. S. 581; Copeland v. Memphis, etc. R. Co., 3 Woods, 651; Railroad Co. v. Vance, 96 U. S. 450.

2 Stout v. Sioux City, etc. R. Co., 3 McCrary, 1.

rights of the sovereign, against its own corporation, are in nowise affected by such proceeding, and will be enforced by the courts, irrespective of any privileges or immunities, which the company may claim under its new charter.'

§ 455. Adoption a Question of Legislative Intent. -Whether or not the effect of certain legislation be to adopt a foreign corporation, or merely to license it to do business in the State, is a question of legislative intent, to be deduced from a proper construction of the statutes. For instance, where, by a statute of Kentucky,' a railroad company was authorized to extend its road into and through that State, and the company was "declared a bodypolitic and corporate," and, by a subsequent act,' the former act and a subsequent consolidation of the company with another corporation were ratified, and the new consolidated company chartered in Kentucky, it was held, that while the first act was to be regarded as a mere license, the second act removed any possible doubt and made the company a Kentucky corporation."

§ 456.

Further Illustrations.-And in Alabama a statute, authorizing a foreign railroad company to extend its road through that State, which, though not clearly expressing a purpose to bestow a corporate franchise, repeatedly used the words "the company hereby incorporated," was held to be an adop

1 Commonwealth v. Pittsburg, etc. R. Co., 58 Pa. St. 26, 42.

Uphoff v. Chicago, etc. R. Co., 5 Fed. Rep. 545; Memphis, etc. R. Co. v. Alabama, 107 U. S. 581; Copeland v. Memphis, etc. R. Co., 3 Woods, 651; James v. St. Louis, etc. R. Co., 46 Fed. Rep. 47; Graham v. Boston, etc. R. Co., 118 U. S. 161.

3 Act Ky. March 18, 1872, ch. 585.

4 Act Ky. March 11, 1878, ch. 395.

5 Uphoff v. Chicago, etc. R. Co., 5 Fed. Rep. 545.

tion of it. So, a statute passed for the purpose of recognizing and confirming the rights and title acquired by a foreign railroad company under a sale, authorized by a previous act, of the property, rights and franchises of a domestic company, and which was expressed to be for "completing the organization" of the foreign company, was held to vest the latter with the character of a domestic company, and render it subject to regulation as such.' And so, too, of a general statute providing that foreign corporations created for the purpose of manufacturing metal, timber, cotton or wool, or mining ore or coal, desiring to carry on business in the State, must first file a copy of its charter, etc., and further that they "shall be deemed and taken to be corporations of this State," etc.'

3

§ 457. Grant of Privilege not an Adoption.-But a mere grant of privileges which discloses no intention to vest the company with a corporate franchise cannot be regarded as an adoption. Thus authority to a railroad company to extend its road into the State has been held insufficient, although granted in broad terms by the re-enactment, in

5

1 Memphis, etc. R. Co. v. Alabama, 107 U. S. 581, s. c., 3 Woods, 651. See also Railroad Co. v. Vance, 96 U. S. 450. Compare Stout v. Sioux City, etc. R. Co., 3 McCrary, 1.

2 McGregor v. Erie R. Co., 35 N. J. L. 115; Clark v. Barnard, 108 U. S. 436; James v. St. Louis, etc. Ry. Co., 46 Fed. Rep. 47.

3 Young v. South Tredegar Iron Co., 85 Tenn. (i Pickle) 189, 4 Am. St. Rep. 752.

4 Grangers' Life, etc. Ins. Co. v. Kamper, 73 Ala. 325.

5 Pennsylvania, etc. R. Co. v. St. Louis, etc. R. Co., 118 U. S. 290; Railroad Co. v. Harris, 12 Wall. 65; Dennistoun v. New York, etc. R. Co., 1 Hilt. 62; Williams v. Missouri, etc. R. Co., 3 Dill. 267; Martin v. Mobile, etc. R. Co., 7 Bush, 116; Goodlett v. Louisville R. Co., 122 U. $. 391. Compare Missouri, etc. Ry. Co. v. Texas, etc. Ry. Co., 10 Fed. Rep. 497, 4 Woods, 360; Gosham v. Ohio County, 1 W. Va. 308.

words, of the foreign charter;' nor will a grant of power to a railroad company to purchase and hold lands and lease a railroad, within the State, make it a domestic corporation.' In Minnesota, a statute authorizing a foreign corporation to operate railroads in that State, and providing that it shall be deemed a domestic corporation in all proceedings upon causes of action arising in that State, was held to be void as "an attempt to oust the jurisdiction of the Federal Courts.''3

§ 458. Same-Further Illustrations.-So, it has been held that a statute bestowing upon a foreign charitable society, the power of taking by gift, etc., and of holding and conveying real or personal property for the purposes of its incorporation, is not an adoption of it. And where a railroad corporation, of one State, had assumed the right to take, and a similar corporation, of another State, had assumed the right to grant, a lease of the railroad and franchises of the latter company within the latter State, and the lessee company, with the implied assent of both States, had taken possession and was in the actual use of the road and franchises, it was held that such lessee company did not thereby become a corporation of the latter State, and lose its right of removing into the Federal courts a cause

1 Railroad Co. v. Harris, 12 Wall. 65.

2 State v. Delaware, etc. R. Co., 30 N. J. L. 473. See also Phillipsburg Bank v. Lackawanna R. Co., 27 N. J. L. 206. Compare Morgan v. East Tennessee, etc. R. Co., 4 Wood, 523; Wilkinson v. Delaware, etc. R. Co., 22 Fed. Rep. 353; Philadelphia, etc. R. Co. v. Kent County R. Co., 5 Houst. (Del.) 127.

Chicago, etc. R. Co. v. Becker, 32 Fed. Rep. 849, following Mahoney v. Railway Co., 21 Fed. Rep. 817. See ante, §§ 325-333.

In re Prime's Estate, 18 N. Y. Supp. 603.