And cases involving the condemnation of lands are within the exclusive jurisdiction of the State courts and do not fall within the removal of causes acts.' As we shall see hereafter, a corporation resulting from the consolidation of companies created by different States becomes a domestic corporation in each of them, and the powers which each of its constituent companies was authorized to exercise in the particular locality, descends to it. So, if its local predecessor had the right of eminent domain, the consolidated company will not be debarred from exercising it because it consists in part of a foreign company.' In Nebraska there is a constitutional prohibition against the exercise of the right of eminent domain by any foreign railroad company until it shall have become a body-corporate under the laws of that State. And it has been held that such a company will not be permitted to evade this provision and do indirectly what it may not do directly and acquire a right of way through the agency of a domestic corporation.*

3

§ 26. Liability for Torts.-For a tort committed within the State there is no doubt that a foreign corporation may be there sued if found within the State in the person of an officer or agent upon whom process may be served."

1 Baltimore, etc. R. Co. v. Pittsburg, etc. R. Co., 17 W. Va. 814, 866. See also Trester v. Missouri Pacific Ry. Co., 23 Neb. 242, 36 N. W. Rep. 502. 2 Toledo, etc. R. Co. v. Dunlap, 47 Mich. 456, 464.

3 Const. Neb. art. 11, § 8. Sec State v. Scott, 22 Neb. 628, 36 N. W. Rep. 121; Trester v. Missouri Pacific Ry. Co., 23 Neb. 242, 36 N. W. Rep. 502; Koenig v. Chicago, etc. R. Co., 27 Neb. 699, 43 N. W. Rep. 423. Compare Union Pacific Ry. Co. v. Burlington, etc. R. Co., 1 McCrary, 452.

Koenig v. Chicago, etc. R. Co., 27 Neb. 699, 43 N. W. Rep. 423. Compare State v. Scott, 22 Neb. 628, 36 N. W. Rep. 121.

Gray v. Taper Sleeve Pulley Works, 16 Fed. Rep. 436.

§ 27. Officers of Foreign Companies.-A deduction that has sometimes been made from the doctrine that a corporation has no extraterritorial existence, is that the functions and character of an officer of a corporation will not follow him beyond the limits of a State. For instance, where the principal officer of a foreign corporation is in the State upon a mere casual visit and not engaged in the business of the company, it has been held that he cannot be served with process, though if the company locate an office in another State, and its principal officer were to do business there, there could be no question as to his liability to service. A distinction, must be observed, however, between the powers of officers and of agents. The latter, it has been very generally held, may represent their companies and transact their business in other States. Thus, while it was held that the office of "superintendent " of a California silver mining company could not, in a technical sense, exist in Nevada, yet a person who had been legally appointed to that position in California was entitled to represent the company and act for it as its agent, and a mandamus would lie to place him in possession of its books, papers and property. And in a recent New York case it has been held that, in the absence of proof of the terms of contract between a foreign corporation and its resident treasurer, he must be held to the same measure of liability, and none other, as that imposed upon all classes of persons who are clothed with fiduciary

1 McQueen v. Middletown Mfg. Co., 16 Johns. 5; Brobst v. Bank, 5 Watts & S. 379; City Fire Ins. Co. v. Carrugi, 41 Ga. 660.

2 City Fire Ins. Co. v. Carrugi, 41 Ga. 660; Newell v. Great Western R. Co., 19 Mich. 336; Galveston R. R. Co. v. Hook, 40 Ill. App. 547. 3 Curtis v. McCullough, 3 Nev. 202.

relations towards property in which others are beneficially interested.' Without doubt, a non-resident may serve as the officer of a foreign corporation if the stockholders see fit to select him to manage its affairs. Whether the courts of the foreign jurisdiction will recognize his power and authority as an officer, as distinguished from an agent, is a different question.

2

§ 28. Legislation of Corporate Domicile—Interpretation. In interpreting the charter of the foreign company and the other legislation of the corporate domicile, the court will ordinarily be guided by the decisions of the courts of that State." Thus, the liability incurred by stockholders in a foreign company for corporate debts is to be determined by the law of the corporate domicile and not by the lex loci of the jurisdiction where the contract with the company was made.'

1 New York, etc. R. Co. v. Dixon, 114 N. Y. 80, 21 N. E. Rep. 110.. 2 Kerchner v. Gettys, 18 S. C. 521.

3 Grant v. Henry Clay Coal Co., 80 Pa. St. 208; Brown v. Phillips, 16 Iowa, 210.

4 Hutchins v. New England Coal & M. Co., 4 Allen, 580; Seymour v. Sturgess, 26 N. Y. 134; Hodgson v. Cheever, 8 Mo. App. 318.

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CHAPTER II.

STATUTES REGULATING FOREIGN COMPANIES.

Article I.

II.

III.

IV.

V.

VI.

Constitutional Limitations of the Legislative Power to
Regulate and Control.

Statutes Prescribing Conditions upon which Foreign
Companies may do Business.

Failure of Foreign Companies to Comply with Statutory
Conditions.

Statutes Limiting the Corporate Powers of Foreign Com-
panies.

Police Regulations.

Retaliatory Legislation.

VII. Taxation of Foreign Corporations.

§ 31. Introductory.-Most, if not all, the States have seen fit, in the exercise of sovereign power, to modify the common law rule of comity, and impose special conditions and regulations upon foreign corporations coming to do business in their respective jurisdictions. These statutes, while presenting a general similarity of purpose and method, disclose a wide variety of detail. It is not proposed to enter into a minute analysis of these laws, or to consider their distinctions and variations from each other. It will be sufficient for our present purpose, to examine the general principles upon which such legislation is based; to consider the limitations within which such laws have been held constitutional and valid; to note those salient features which are common to a number of the different systems; and, to a certain extent, to compare the construction which the courts of different States have put upon similar provisions.

ARTICLE I.-CONSTITUTIONAL LIMITATIONS OF THE LEGISLATIVE POWER TO REGULATE AND CONTROL.

SECTION.

32. Citizenship.

33. Same-Equal "Privileges and Immunities of Citizens."

34. "Equal Protection of the Laws."

35. Same-Rataliatory Legislation.

36. "Due Process of Law."

37. "Obligation of Contracts."

38. Interstate Commerce-Taxation.

39.

Same-Taxation of Business Within the State.

40. Same-Taxation of Property Within the State. 41. Same-"Office License."

42. Same-Limitations upon Corporate Powers. 43. Same-Other Regulations.

44. Same-When the Business is not Commerce. 45. Business Protected by Letters Patent.

§ 32. Citizenship.-Before proceeding to discuss statutory regulations proper of foreign corporations, we must consider certain underlying principles of constitutional law, equally applicable to all of them; to ascertain the precise limitations upon the power of the State to regulate foreign companies and how far the legislative discretion is controlled by the provisions of the Federal constitution.

Such statutes have been most vigorously and most frequently attacked as violating the constitutional provision that "citizens of each State shall be entitled to all privileges and immunities of citizens of