$181. Rhode Island. "No corporation, unless incorporated by the general assembly of this state, or under general law of this state, excepting national banking associations or other corporations existing under the laws or by the authority of the United States, shall carry on within this state the business for which it was incorporated, or enforce in the courts of this state any contract made within this state, unless it shall have complied with the following sections of this chapter.411 Every such foreign corporation shall appoint by written power some competent person resident in this state as its attorney, with authority to accept service of all process against such corporation in this state, and upon whom all process, including the process of garnishment, against such corporation in this state may be served, and who, in case of garnishment, when the fees therefor shall have been paid or tendered, shall make the affidavit required by law in such cases, and who shall cause an appearance to be entered in like manner as if such corporation had existed and been duly served with process within this state." A copy of such power of attorney, duly certified and authenticated, shall be filed with the secretary of state; and copies thereof, duly certified, shall be received in evidence in all courts of this state.413 If such attorney shall die or resign or be removed, such corporation shall make a new appointment as aforesaid and file a copy with the said secretary of state as above prescribed, so that at all times there shall be within this state an attorney authorized to accept service of process and to enter an appearance as aforesaid; and no such power of attorney shall be revoked until after a like power shall have been given to some other competent person resident in this state, and a copy thereof filed as aforesaid.414 Service of process upon such attorney shall be deemed sufficient service 411 R. I. Gen. L. ch. 253, § 36; 1902, ch. 980. 412 R. I. Gen. L. ch. 253, § 37. 413 Ibid. § 38. 414 Ibid. § 39. 412 upon his principal.415 No person shall act within this state, as agent or officer of any such foreign corporation, unless such corporation shall have appointed an attorney as hereinbefore provided, and every person so acting shall be fined one thousand dollars.416 The preceding six sections shall not be held to apply to foreign insurance companies doing business in this state," but such companies shall continue to be governed by special provisions.417 § 182. South Carolina. "Foreign corporations duly incorporated under the laws of any State of the United States or of any foreign country in treaty and amity with the said United States are hereby permitted to locate and carry on business within the State of South Carolina in like manner as the natural born citizens of the States of the United States or of such foreign country might do under the law existing at the time, subject nevertheless to the terms and conditions in this chapter hereafter set forth." 418 Within sixty days after acquiring any property or commencing to do business in the State the foreign corporation shall file a written stipulation with the Secretary of State, designating some place within the State as the principal place of business within the State, at which all legal papers may be served by delivering them to any officer, agent or employee of the corporation found there; or if none such be found, then by leaving the same on the premises. Such service shall have the same force and effect as service upon citizens of the State found within its limits.419 The foreign corporation shall also file with the Secretary of State copies of its charter and by-laws and all amendments when made; and an annual statement showing the residence and post-office address of the corporation, the amount of capital stock actually paid and 415 Ibid. § 40. 416 Ibid. § 41. 417 Ibid. § 42. 418 S. Car. Civ. Code, § 1779. 419 Ibid. § 1780. the names and addresses of the President, Secretary and Directors.420 On failure to file any of the required papers the corporation is liable to indictment and fine not exceeding five hundred dollars, and is prohibited from carrying on business in the State until compliance and payment of fine.421 423 It shall further be condition precedent to the right of any foreign corporation to do business in the State that all suits arising out of the dealings of such corporation with any citizen or corporation of the State commenced in the courts of the State shall be tried therein; 422 and this shall be a term of all contracts between such parties, and deemed of the essence." "It shall be a further condition precedent to the right of any such corporation to do business in this State, that it shall be taken and deemed to be the fact, irrebuttable, and part and parcel of all contracts entered into between such corporation and a citizen or corporation of this State, that the taking or receiving from any citizen or corporation of this State, of any charge, fee, payment, toll, impost, premium or other moneyed or valuable consideration, under or in performance of any such contract, or of any condition of the same, shall constitute the doing of its corporate business within this State, and that the place of the making and of performance of such contract shall be deemed and held to be within this State, anything contained in such contract or any rules or by-laws of such corporation to the contrary notwithstanding." 424 "All such corporations hereafter doing business in this State, as defined in this chapter, shall be deemed and held to be doing such business under and in pursuance of the terms and conditions of this chapter, and such terms and conditions shall be deemed and taken in all courts of this State to be a part and parcel of all contracts hereafter entered into between 420 Ibid. § 1781. 421 Ibid. § 1783. 422 Ibid. § 1784. 423 Ibid. §§ 1785, 1786. 424 Ibid. § 1787. such corporations and a citizen or corporation of this State, anything contained in any such contract or in any rules or bylaws of such corporation to the contrary notwithstanding." 425 Every such corporation shall be subject to the laws of the State like domestic corporations; but shall not exercise any franchise or enjoy any privilege or immunity other than the right to own property and carry on business like individuals of the same State.4 426 No alien or corporation controlled by aliens either in his or its own right or as trustee, cestui que trust or agent, shall own or control, within the limits of this State, more than five hundred acres of land; provided, this section shall not apply to land purchased under proceedings either by action or power of sale to foreclose any mortgage hereafter acquired by any alien or corporation controlled by aliens purchasing the same, but in such case such alien or corporation controlled by aliens shall not be entitled to hold said excess of land more than five years, without sale of same, unless the Comptroller General shall certify that a sale during that time would be materially detrimental to the interest of such alien or corporation controlled by aliens, in which case the said alien or corporation controlled by aliens may hold the land for five years longer upon the same condition.427 No foreign railroad company shall carry on business, own property, or exercise any corporate franchise within the State until it has become incorporated under the general laws of the State; and at least one of the corporators shall be a resident of the State.428 Foreign insurance companies must deposit in some State one hundred thousand dollars, for the benefit of all policyholders, or must deposit ten thousand dollars in South Carolina 425 Ibid. § 1788. 426 Ibid. § 1790. This does not exempt the property of such corporations from attachment: Williamson v. Eastern B. & L. Assoc., 54 S. C. 582, 32 S. E 766, 71 A. S. R. 822. 427 S. Car. Civ. Code, § 1795. 428 S. Car. 1902, ch. 569. on which any judgment obtained shall be a lien.429 Every foreign insurance company and bank (except national banks) shall before doing business pay an annual license fee of one hundred dollars and appoint a resident agent on whom process may be served. 430 Before obtaining the license the company must file a statement of condition, which must be renewed. annually.431 All policies are to be issued through resident agents.432 Penalty for violation by a foreign corporation is five hundred dollars fine.433 An action against a foreign corporation may be brought by a resident of South Carolina, for any cause of action; by a nonresident when the cause of action shall have arisen or the subject of the action shall be situated within the State.434 Service may be made on a foreign corporation only when it has property within the State, or the cause of action arose therein, or where service can be made in the State personally upon the president, cashier, treasurer, attorney or secretary, or any agent thereof.435 Where no personal service can be made, service by publication is allowed in case the foreign corporation has property in the State, or the cause of action. arose there.436 A plaintiff is entitled to an attachment against the property of a foreign corporation.437 § 183. South Dakota. No foreign corporation shall transact business within the 429 S. Car. Civ. Code, § 1796. 430 Ibid. § 1800. 431 Ibid. §§ 1801, 1802. 432 Ibid. § 1811. 433 Ibid. § 1814. 434 S. Car. Co. Civ. Pro. § 423. In no other cases have the State courts ju isdiction. Central R. R. v. Georgia, C. & I. Co., 32 S. C. 319. But the lack of jurisdiction must be set up by the defendant. Pollock v. B. & L. Assoc., 48 S. C. 65, 25 S. E. 977, 59 A. S. R. 695; and if the defendant does not plead to the jurisdiction he submits. Chafee v. Postal T. Co., 35 S. C. 372. 435 Ibid. § 155. 436 Ibid. § 156. 437 Ibid. § 248. |