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property in the State which the corporation would own if it had not ceased to act as such.339 An action against a foreign corporation may be begun by an attachment, if it is on a contract or judgment for the recovery of money only, or for the wrongful conversion of personal property.340

$177. Ohio.

Foreign corporations doing business in the State file an annual statement showing the number and par value of shares, names and addresses of agents and location of offices, and names and addresses of officers and date of election, name, place of charter and of principal office, and nature of corporation, value of property used in Ohio and of all property. This statement serves as the basis of assessment of taxes, which are levied on that part of the capital used in Ohio; and the act does not apply to corporations taxed otherwise, viz: insurance, bank, building and loan and investment companies, or express, telegraph, telephone, railroad, sleeping car, transportation, or other corporations engaged in Ohio in interstate commerce business, or to foreign corporations, entirely nonresident, soliciting business or making sales in Ohio by correspondence or by traveling salesmen. No foreign corporation subject to the provisions of this section shall maintain any action in Ohio on a contract made by it in Ohio without complying with this section. If any person solicits or transacts business in the State for such a foreign corporation before it has complied with the law he shall be fined from ten to five hundred dollars or imprisoned from ten days to six months or both.341

No foreign corporation except banking or insurance companies shall do business in the State without a certificate from the Secretary of State that it has complied with the laws of the State, and that the business of the corporation is such as

339 Ibid. § 5757.

340 Ibid. § 5352.

341 Oh. Stat. 148 c; 1902, p. 124, § 2.

might lawfully be carried on by a corporation or corporations created by the laws of Ohio. No corporation can maintain action on any contract made in the State before getting such certificate. In order to obtain the certificate, the corporation must file a copy of its charter and a statement of the amount of its capital stock, the business or objects of the corporation, and the principal place of business in the State, and must designate a person on whom process against the corporation may be served; he must have an office at the principal place of business of the corporation within the State. The designation shall continue until revoked in a writing designating another agent; and any vacancy by death or removal must be filled within thirty days or the authority of the corporation to transact business within the State shall be revoked. Meanwhile process may be served on the Secretary of State. Any one who solicits or transacts business for the corporation before it has complied with these requirements shall be fined from ten to five hundred dollars, or imprisoned from ten days to six months, or both. 342

A foreign insurance company may appoint one or more general agents by resolution of its board of directors, with authority to appoint other agents in the State. A certified copy of the resolution shall be filed with the superintendent of insurance, and agents appointed by the general agent shall be held to be agents of the company as fully to all intents and purposes, as if they were appointed by the company. Agents may also be appointed in writing by the president, vicepresident, chief manager or secretary thereof.343 Foreign life insurance companies must procure a license from the superintendent of insurance before doing business in the State; and each agent before acting must also procure a license. The license must state the compliance of the company with all the requirements of law, and must be deposited in the office of the recorder of the county in which the agent does business.

342 Ibid. § 148d. 343 Ibid. 285.

No company shall take risks in the State unless it has a paidup capital of one hundred thousand dollars or in case of a mutual company, actual cash assets of the same amount.344 It must have deposited in some State public bonds of the market value of one hundred thousand dollars, or mortgages of that amount on unincumbered real estate in Ohio or the State of charter of double the value of the amount loaned." 345 It must file a copy of its charter, a statement of condition, and an annual statement.346 It must file written consent to have service of process on any agent, or after it ceases to do business in the State and to have an agent then to accept service by notice sent by mail to the general office of the company." The license for agents must be renewed annually.348 If the company ceases to do business in the State it must nevertheless appoint agents to receive service of process; and in default of such appointment the last agents shall continue to have authority for such purpose.349 If a foreign insurance company applies to remove a suit to the Federal court its license to do business shall be withdrawn, and cannot be renewed for three years.350 Life or accident companies on the assessment plan are subject to similar regulations,351 as are foreign fraternal benefit associations,352 and other insurance companies.353 No insurance company can do banking or any other kind of business in connection with insurance.354

347

A foreign building and loan association must conform to all laws governing domestic associations. It must deposit with the inspector one hundred thousand dollars in public bonds;

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must file a certified copy of its charter and by-laws and a statement of condition; and an agreement that process against it may be served on the inspector.355 The inspector if satisfied issues a certificate of authority to do business in the State, which must be renewed annually.356

A transitory action against a foreign corporation may be brought in any county where there is property of or debts owing to the defendant or where such defendant is found; or if the defendant is a foreign insurance company, in a county where the cause or some part thereof arose.357 Process against a foreign railroad company may be served upon any regular ticket or freight agent, or if there is no such agent in the county then on a conductor. 358 Service on an insurance company may be on the chief officer of its agency in any county.3 If any foreign corporation has a managing agent in the State, service may be on such agent.360 An attachment without filing an undertaking may be issued against a foreign corporation.361

178. Oklahoma.

359

"No corporation created or organized under the laws of any other state or territory shall transact any business within this Territory, or acquire, hold, and dispose of property, real, personal or mixed, within this Territory, until such corporation shall have filed in the office of the Secretary of the Territory, a duly authenticated copy of its charter or articles of incorporation, and shall have complied with the provisions of this article: Provided, That the provisions of this act shall not apply to corporations or associations created for religious or

355 Ibid. §3836, cl. 12. 356 Ibid. § 3836, cl. 13. 357 Ibid. § 5030.

358 Ibid. § 5041.

359 Ibid. §5042.

360 Ibid. § 5043.

361 Ohio, 1902, p. 362.

charitable purposes solely." 362 "Such corporations shall ap point an agent, who shall reside at some accessible point in this Territory, in the county where the principal business of said corporation shall be carried on, or at some place in said Territory, if such corporation has no principal place of business herein, duly authorized to accept service of process and upon whom service of process may be made in any action in which said corporation may be a party; and that any such action may be brought in the county where such agent resides or in any county in which the business, or any part of it, out of which said action arose, was transacted; and service upon such agent shall be taken and held as due service upon such corporation. A duly authenticated copy of the appointment or commission of such agent shall be filed and recorded in the office of the Secretary of the Territory and register of deeds of the county where said agent resides, and a certified copy thereof by the secretary or register of deeds shall be conclusive evidence of the appointment and authority of such agent." 363 Similar provisions are made for foreign guaranty companies, 364 which must also file annual statements.365

"Any railroad corporation chartered or organized under the laws of the United States, or any state or territory whose constructed railroad shall reach or intersect the boundary line of this Territory at any point, may extend its railroad into this Territory from any such point or points to any place or places within the Territory, and may build branches from any point on such extension." 366

By Act of Congress it is provided that it is unlawful for any corporation not created under the laws of the United States or some State or Territory to hereafter acquire or hold real estate within the limits of the United States, except such

362 Okl. Stat. § 1225.

363 Ibid. § 1227.

364 Ibid. §§ 1137, 1138.

365 Ibid. 1139.

306 Ibid. § 1039.

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