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preserved for public inspection by each agent in each office.383 Any person or persons, agent, officer, or employee of any such foreign corporation, who shall transact any business within this Commonwealth for any such foreign corporation, without the provisions of this act being complied with, shall be guilty of misdemeanor, and punished by imprisonment for not more than thirty days and fine of not more than one thousand dollars or either. 384

"No corporation other than such as shall have been incorporated under the laws of this state, nor any foreign government, potentate, or power, shall hereafter acquire and hold any real estate within this commonwealth directly in the corporate name, or by or through any trustee or other device whatsoever, unless specially authorized to hold such property by the laws of the commonwealth." 385 Any property acquired and held in violation of this act shall escheat to the Commonwealth.386 "It shall and may be lawful for any company incorporated under the laws of any other state for the manufacture of any form of iron, steel, or glass, lumber or wood, or for the conversion, dyeing, and cleansing of cotton and other fabrics, or the manufacture of cotton or velvet, or other fabrics, or for the manufacture of pyroligneous acids, acetate of lime, and charcoal by the process of destructive distillation, or the preparation of cattle hair for use, or the manufacture of carbon dioxide and magnesia and the products thereof, and compositions, articles, and apparatus from and in connection therewith, or for the manufacture of extracts out of wood, bark, leaves, and roots, or any other extract for tanning, cleansing, dyeing, or other purposes or for the manufacture or printing of wall paper, lithographs or prints, and mining and manufacture of any clay into brick tile and various

383 Pa. 1874, P. L. 108, § 2. If these are separate branches, each one must be registered. Wall Paper Company's Appeal, 15 Pa. Super. Ct. 407. 384 Ibid. § 3.

385 Pa. 1855, P. L. 328, § 5.

386 Ibid. § 9.

other articles and products produced from clay, and from clay and other substances mixed therewith, to erect and maintain buildings for such manufacturing purposes and for offices and salesrooms or either within this commonwealth, and to take, have, and hold real estate, not exceeding one hundred acres, necessary and proper for such manufacturing purposes, and for offices, dwellings and salesroom, or either, and to mortgage, bond, lease or convey the same or any part thereof; provided, that nothing herein contained shall be deemed to prevent or relieve any real estate taken and held by any such foreign corporation under the provisions of this statute from being taxed in like manner with other real estate within this Commonwealth." It is also provided that such foreign corporation shall employ no greater amount of capital in the State than domestic corporations can do, and that they shall be taxed and make returns for taxation like domestic corporations.387 Similar provisions allow landholding by foreign corporations for the manufacture of any form of iron, steel or glass, or for the quarrying of slate, granite, stone, or rocks of any kind, or for dressing, polishing or manufacturing the same, or any of them; or any mineral springs company incorporated for the purpose of bottling and selling natural mineral spring water, or any company incorporated for the purpose of manufacturing, supplying and sale of ice; 388 by foreign corporations engaged in the State in the publication and sale of books, tracts, newspapers, periodicals and such other business as is commonly connected with publishing and bookselling, the net profits of which are by its charter or governing body required to be applied to religious and charitable uses; 389 foreign corporations for the transportation of passengers and freight by steamboats or other vessels upon or over any river or waters between this State and any other State; 300 foreign ferry

387 Pa. 1893, P. L. 389, § 1.

388 Pa. 1901, P. L. 86. 389 Pa. 1895, P. L. 238. 390 Pa. 1889, P. L. 35.

and bridge companies, the ferry or bridge being upon or over any river between this and any other State; 391 and foreign insurance companies.392 Any foreign corporation having a place of business and agent in the State may purchase at judicial sale any real estate upon which it may hold any mortgage, judgment or lien; but it must convey it within fifteen years.393 If a corporation which holds real estate in violation of the foregoing provisions conveys it to any citizen of the United States or corporation authorized to hold real estate before any inquisition taken by the corporation to escheat it, the grantee shall hold an indefeasible title.394

"Corporations of other states, doing business in this state, and in which three or more of the stockholders are citizens of this state, may become corporations of this state by preparing a certificate stating its name, purpose, and place of business, term for which it is to exist, names and residences and number of shares of stockholders, names and residences of directors, amount of stock and number and par value of shares, the legislation under which it was originally created, and its financial condition, showing stock paid in, funded and floating debt, the value of property, and cash assets. Said certificate must be accompanied by a certificate under the corporate seal showing the consent of a majority in interest to such application for a charter, and to a renunciation of its original charter of all privileges not enjoyed by corporations of its class under the laws of this state." 395 The certificate is to be examined by the Governor, and on his approval letters patent shall issue. These shall be recorded with the Secretary of State and in the office for recording deeds in the county where the chief operations are carried on.396 From the date of the letters patent the corporation exists as a domestic corporation, with all the

391 Pa. 1887, P. L. 352.

392 Pa. 1881, P. L. 38.

393 Pa. 1887, P. L. 176, § 1; 1897, P. L. 136.

394 Pa. 1895, P. L. 264.

395 Pa. 1881, P. L. 89, § 1.

396 Ibid. § 2.

powers and rights of the original corporation. All claims on the corporation at the date of its new charter may be prosecuted under the laws governing the corporation prior to its new charter, and may be collected from the new chartered corporation as fully as if no change had taken place. 397

No person shall act as agent of a foreign insurance company until it has complied with the provisions of law and received a certificate of authority.3 398 Every foreign insurance company must file an annual statement with the Insurance Commissioner, showing the condition of its business done in the United States. No company which neglects to file its statement shall do business while the neglect continues, and it shall forfeit one hundred dollars a day.399 For transacting business in the State without a certificate of authority the company shall forfeit five hundred dollars a month, and an agent who does business for the corporation shall be subject to fine of one hundred to one thousand dollars, and for a second offense the same fine and imprisonment not exceeding one year, or either.400 No insurance company shall do business. without a capital stock or surplus of two hundred thousand dollars.401

Foreign building and loan associations before doing business in the State must obtain a certificate from the Commissioner of Banking.402 Foreign natural gas companies authorized to do business in the State may exercise the right of eminent domain.403 Foreign surety companies may do business in the State and be guarantors on public bonds if they have an unimpaired paid-up capital of two hundred and fifty thousand dollars, one hundred thousand invested as a reserve fund, liabilities not exceeding its assets; and it shall file applications

397 Ibid. § 3.

398 Pa. 1873, P. L. 20, § 10.

399 Pa. 1885, P. L. 134.

400 Pa. 1887, P. L. 62.

401 Pa. 1876, P. L. 53, § 40.

402 Pa. 1901, P. L. 153, § 3.

403 Pa. 1885, P. L. 33, § 10; In re Ohio Valley Gas Co., 6 Pa. Dist. R. 200.

and reports with the Insurance Commissioner and obtain his certificate for doing business.404

Suits against foreign corporations may be served upon any officer, agent, or engineer, or by leaving a certified copy at the office or usual place of business.405 Suit may be begun. against the corporation in any county in which it has an agency or transacts business, and the writ may be served on the president, cashier, agent, chief or any other clerk or upon any directors or agents of such corporation within the county.406 Foreign insurance companies must file with the Insurance Commissioner à stipulation accepting service of process on a person specified by the company as agent to receive service, or on the Insurance Commissioner or the party designated by him. After the company ceases to do business in the State process may still be served on the Commissioner so long as any liability to any resident of the State continues.407 Foreign beneficial associations must appoint the Insurance Commissioner to receive service of process, and the authority continues so long as any liability remains outstanding in the State. 408 A writ of foreign attachment may be issued against any foreign corporation.409 "In all suits or actions hereafter to be brought in any court of record of this commonwealth against any foreign corporation or body corporate, not holding its charter under the laws of this commonwealth, every judgment, verdict, or award rendered against such corporation shall be final and conclusive, unless the said defendants, in addition to the usual proceedings in cases of appeal, shall give good and sufficient bail . . . for the payment of such sum or sums as shall finally be adjudged to be due to the plaintiff or plaintiffs, together with interest and costs thereon." 410

404 Pa. 1895, P. L. 343, § 2.
405 Pa. 1849, P. L. 216, § 3.
406 Pa. 1851, P. L. 345, § 6.
407 Pa. 1883, P. L. 134.
408 Pa. 1895, P. L. 280, § 1.
409 Pa. 1836, P. L. 568, § 76.
410 Pa. 1849, P. L. 216, § 3.

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