agent or agents in the same, upon whom process may be served." 38 "Every company incorporated under the laws of any foreign State or kingdom or of any State or Territory of the United States, beyond the limits of this State, and now or hereafter doing business within this State shall file in the office of the Secretary of State a copy of their charter of incorporation; or in case such company is incorporated by certificate under any general incorporation law, a copy of such certificate and of such general incorporation law duly certified and authenticated by the proper authority of such foreign State, Kingdom or Territory." A failure to comply with these provisions makes every officer, agent and stockholder concerned jointly and severally personally liable on all contracts of the corporation made within the State.40 Copies of the charter so filed shall be received in the courts as sufficient proof of the corporate character of the corporation.41 " 39 "Foreign corporations shall, before they are authorized or permitted to do any business in this State, make and file a certificate, signed by the president and secretary of such corporation, duly acknowledged, with the Secretary of State, and in the office of the recorder of deeds of the county in which such business is carried on, designating the principal place where the business of such corporation shall be carried on in this State and an authorized agent or agents in this State residing at its principal place of business upon whom process may be served; and such corporation shall be subjected to all the liabilities, restrictions and duties which are or may be imposed upon such corporations of like character organized under the general laws of this State, and shall have no other or greater powers. And no foreign or domestic corporation, established or maintained in any way for pecuniary 38 Col. Const. Art. 15, § 10. 39 Colo. Stat. § 500. 40 Ibid. § 501. 41 Ibid. § 502. profit of its stockholders or members, shall purchase or hold real estate in this State except as provided for in this act, and no corporation doing business in this State, incorporated under the laws of any other State, shall be permitted to mortgage, pledge or otherwise encumber its real or personal property situated in this State, to the injury or exclusion of any citizen, citizens or corporations of this State, who are creditors of such foreign corporation, and no mortgage by any foreign corporation, except railroad and telegraph companies, given to secure any debt created in any other State, shall take effect as against any citizen or corporation of this State, until all its liabilities due to any person or corporation in this State, at the time of recording such mortgage, have been paid and extinguished, Provided, however, That if any foreign corporation other than those expressly mentioned herein, intending or desiring to mortgage any or all of its property for any debt created or to be created in any other State, shall give notice of such intention or desire by publication for six successive weeks prior thereto, in some daily or weekly newspaper printed within the county wherein the property so intended or desired to be mortgaged is situated, or if there be no such newspaper, by posting such notices in five public places within such county, requesting all citizens and corporations of this State, having any claims or demands of any kind or nature whatsoever against the said foreign corporation, to file the same duly verified with the county clerk of the county in which such property so desired to be mortgaged is situated, on a date specified in such notice, which date shall be subsequent to the date of the last publication of such notice or in case of failure so to file such claim or demand, then and in such case a mortgage given by such foreign corporation to secure any debt created in any other State shall take effect as against any citizen or corporation of this State who shall fail to file his or its claim." 42 "No foreign corporation doing business in this State shall 42 Ibid. § 499. be permitted to effect a reconstruction by liquidation or otherwise, nor shall any such reconstruction or liquidation take effect as against any citizen of this State, unless all the rights, shares and interests of any citizen of this State shall have been or shall be protected, and the stock interests of any citizen of this State in such corporation shall have been or shall be fully recognized, and in its original condition without diminution in number, amount or face value." 43 Special provisions are made for the filing of charters and designation of agents by foreign benevolent and fraternal societies 44 and building and loan associations.45 Foreign fire insurance companies authorized to do business in the State shall issue policies only through a regularly commissioned and licensed local agent; in order that the State may receive the taxes on local receipts.46 And no risks shall be reinsured with companies not authorized to do business in the State.47 Foreign railroad companies which have complied with the law of the State and have purchased or may purchase a line of railroad within the State constructed by another company, may extend the railroad, and for that purpose exercise the right of eminent domain like a domestic railroad.48 Foreign like domestic corporations file annual reports showing, First-The names of its officers and their several places of residence, together with the street or business address of such officer. Second-The names of its directors or trustees and their several places of residence, together with the street or business address of such director or trustee. Third-The amount of its capital stock as fixed and determined by its articles of incorporation and amendments thereto. Fourth-The proportion of said capital stock actually paid in. Fifth-Setting forth how the same was paid, whether in cash, by the pur43 Ibid. § 499 a. 44 Ibid. §§ 2229 a to 2229 d. 45 Colo. 1897, p. 129, §§ 15-18. 46 Colo. 1899, p. 317, § 1. 47 Ibid. § 2. 48 Colo. 1901, ch. 53. chase of property, or otherwise. Sixth-The amount of the indebtedness of said corporation at the date of filing said report. Seventh-Setting forth whether or not it is engaged in the active operation of its business within the State of Colorado. Eighth-Such other information as will show with reasonable fullness and certainty the condition of its real and personal property, and the financial condition of such corporation, joint stock company or association at the date of filing such report. Mining companies, railroads, telegraph, telephone, ditch, canal and power companies, make special reports. These reports are verified by oath and filed with the Secretary of State.49 Any foreign life or accident insurance company that contests any claim for insurance and has judgment rendered against it shall be taxed with all costs, including an attorney's fee for the attorney for the successful party, such fees to be fixed by the court. 50 If the jury finds the defense frivolous and instituted for the purpose of delay, a penalty not exceeding twenty-five per cent. of the amount recovered shall be added to the judgment.51 "No foreign corporation doing business in this state shall be allowed a term of corporate existence of any longer period than domestic corporations of like character; and every such foreign corporation doing business in this State shall be required to file a renewal certificate of its corporate existence and pay the same fees therefor as if such corporation were a domestic corporation organized under the laws of this State. But in no case shall the time be extended beyond the corporate existence of such foreign corporation in the state or country where it was originally organized.52 'Every foreign corporation doing business in this State and desirous of amending its articles of incorporation, shall 49 Colo. 1901, ch. 52, § 11. 50 Colo. 1901, ch. 54, § 1. 51 Ibid. §2. 52 Colo. 1903, (Act of Apr. 9), § 3. pay to the Secretary of State the same fee for filing such amended articles of incorporation as is now provided by law for the filing of amendments for domestic corporations." 53 148. Connecticut. "Every foreign corporation, except insurance and surety companies and building and loan associations, shall, before transacting business in this state, file in the office of the secretary of the state a certified copy of its charter or certificate of incorporation, together with a statement, signed and sworn to by its president, treasurer, and a majority of its directors, showing the amount of its authorized capital stock and the amount thereof which has been paid in, and, if any part of such payment has been made otherwise than in cash, such statement shall set forth the particulars thereof.” 54 In case of an increase or reduction of capital stock a certificate thereof shall be filed with the Secretary of State.55 The president and treasurer of every foreign corporation doing business in the State, not required by law to make other annual returns [i. e. banks, trust companies, insurance and surety companies, railroad or street railway companies, express companies, building and loan associations and investment companies] shall annually file with the Secretary of State a report stating the name and address of each officer and director, the amount of its outstanding capital stock which has not been paid for in full, with the amount due thereon, and the location of its principal office within the State. A certified copy is filed with the town clerk of the town in the State where the corporation has its principal office or place of business. Every corporation whose officers shall fail to comply with the requirements of this section shall forfeit to the State one hundred dollars for each failure.56 All penalties and liabilities which are imposed 53 Ibid. § 4. 54 Conn. 1903, ch. 194, § 82. 55 Ibid. § 86. 56 Ibid. § 87. |