of the law upon receipt of the fees provided for in this act." 482 "No foreign corporation mentioned in the second [next] preceding section, doing business in this state subsequent to the last day of January, 1903, shall, except as provided in the preceding section, maintain any action in this state upon any contract made by it in this state, unless prior to the making of such contract, it shall have procured such certificate. This prohibition shall also apply to any assignee of such foreign corporation and to any person claiming under such assignee or such corporation or under either of them. No certificate of authority shall be granted to any foreign corporation having the same name as an existing domestic corporation. 483

"Every foreign corporation [doing business in this State] shall, before such certificate is granted, file in the office of the secretary of state, and in the office of the commissioner of state taxes a sworn copy in the English language of its charter or certificate of incorporation and a statement under its corporate seal, particularly setting forth the business of the corporation which it is engaged in carrying on or which it proposes to carry on within the state, and a place within the state which is to be its principal place of business, and designating a person residing in this state upon whom process against the corporation may be served within the state and to whom all notices relating to corporate taxation under the provisions of this act shall be given. The person so designated must have an office or place of business at the place where such corporation is to have its principal place of business within the state.484 Such designation shall continue in force until revoked by an instrument in writing designating in like manner some other person upon whom process against the corporation may be served in this state, or to whom the notices hereinbefore described shall be given. If the person so designated dies, or removes from the place where the corporation has its principal

482 Vt. 1902, No. 20, § 59.

483 Ibid. § 61.

484 Ibid. § 62.

place of business within the state, and the corporation does not within thirty days after such death or removal, designate in like manner another person upon whom process against it may be served within the state, process against the corporation in an action upon any liability incurred within this state before such revocation, may after such death or removal and until another designation is made, be served upon the secretary of state."

1 485

$188. Virginia.

No foreign corporation shall be authorized to carry on, in this State, the business or to exercise any of the powers or functions of a public-service corporation, or be permitted to do anything which domestic corporations are prohibited from doing, or be relieved from compliance with any of the requirements made of similar domestic corporations by the constitution and laws of this State, where the same can be made applicable to such foreign corporation without discriminating against it. But this section shall not affect any public service corporation whose line or route extends across the boundary of this Commonwealth, nor prevent any foreign corporation from continuing in such lawful business as it may be actually engaged in within this State when this constitution goes into effect; but any such foreign public service corporation, so engaged, shall not without first becoming incorporated under the laws of this State, be authorized to acquire, lease, use or operate, within this State, any public or municipal franchise or franchises in addition to such as it may own, lease, use or operate when this constitution goes into effect. The property within this State of foreign corporations shall always be subject to attachment, the same as that of non-resident individuals; and nothing in this section shall restrict the power of the General Assembly to discriminate against foreign corporations whenever and in whatsoever respect it may deem wise or expedient.486

485 Ibid. § 63.

486 Va. Const. § 163.

Every foreign corporation except insurance companies shall appoint an agent residing in the State to receive service of process. The power of attorney for this purpose with a copy of the charter shall be delivered to and recorded by the clerk of court of the place where the principal office of the company is located, and then filed with the Secretary of the Commonwealth. The agent shall be appointed and an office established before commencing business.487 If no such agent is appointed, service on any officer, agent or employee of the company shall be enough.488

Foreign corporations to manufacture iron, steel or other metals or articles made from metal, wood, cotton, or wool, or to mine coal or ores, may carry on business in this State, and for this purpose may purchase, acquire, lease, sell, mortgage and convey real estate in fee and any other interest in lands and personal property of any kind suitable for their business, and erect and operate all requisite furnaces, forges, mills, foundries, machinery, buildings, plants and appliances. Such corporation shall not acquire and hold more than ten thousand acres in any one county, except the counties of Tazewell, Russell and Buchanan.489

When a foreign railroad company operates a railroad in the State as purchaser or lessee or by reason of consolidation, such corporation shall ipso facto become a corporation of Virginia in respect to the works, property and franchises controlled or operated by it within the State, and shall as such be subject to the jurisdiction of the courts of the State, and in all respects governed and controlled by the laws of the State.490

$189. Washington.

"No corporation organized outside the limits of this State shall be allowed to transact business within the State on more

487 Va. Code, § 1104.

488 Ibid. § 1105.

489 Va. 1902, ch. 298.

490 Va. 1890, ch. 67.

favorable conditions than are prescribed by law to similar corporations organized under the laws of this State." 491

"Any corporation incorporated under the laws of any state or territory in the United States, or of any foreign country, state or colony, for any of the purposes which domestic corporations are authorized to be formed under the laws of this state, shall have full power and is hereby authorized to sue and to be sued in any court having competent jurisdiction, to acquire, purchase, hold, mortgage, sell, convey, or otherwise dispose of, in the corporate name, all real estate or personal property necessary or convenient to carry into effect the objects and purposes of its corporation, and also any interest in real estate, by mortgage or otherwise due to or loans made by such foreign corporations within the boundaries of this state, either prior to or after the passage of this act, and generally do and perform every act and transact every kind of business within this state in the same manner and to the same extent as corporations incorporated and organized under the laws of this state are authorized to do under the laws of this state, by a compliance with all the conditions prescribed by the next two succeeding sections of this chapter: Provided, however, That this chapter shall not be (so) construed as to allow such foreign corporations to transact business within the state on more favorable conditions than are prescribed by law for a similar corporation organized under the laws of this state: And provided further, That no corporation, the majority of the capital stock of which is owned by aliens, other than those who in good faith have declared their intention to become citizens of the United States, shall acquire the ownership of any lands in this state other than lands containing valuable deposits of minerals, metals, iron, coal or fire-clay, and the necessary land for mills and machinery to be used in the development thereof, and the manufacture of the products therefrom, except where acquired under mortgage, or in good faith in the ordinary course of justice in the collection of debts: Provided further, That no foreign cor491 Wash. Const. Art. 12, § 7.

poration which is hereafter organized which has among its other powers the business of dealing in real estate, and buying and selling the same, and for the purpose of carrying on a real estate brokerage business, shall be permitted to transact such business of buying and selling and dealing in real estate, and carrying on a brokerage business therein, in this state; but this prohibition shall not extend to any other business for the transaction of which such corporation may be organized.492 Such corporation shall cause to be filed and recorded in the office of the Secretary of State a copy of its charter, articles of incorporation, memorandum of association, or certificate of incorporation, certified to by the officer who is the custodian of the same according to the laws of the state or territory, country or colony where such corporation is incorporated, or who is authorized to issue certificates of incorporation according to laws of such state or territory or foreign country or colony. The instruments herein required to be filed and recorded shall be attested by such certifying officer under his hand and seal of office, which attestation shall be prima facie proof of the facts herein stated, and the genuineness of the certificate. If such officer has no official seal, his certificate shall state that fact over his signature, and thereupon the Secretary of State or of the territory, in case of corporations within the United States, and the consul-general, consul, vice-consul, deputy consul, consular agent, or commercial agent of the United States, at or nearest to the place where such certificate is made, in the case of corporations not within the United States, shall certify under his hand and seal of office to the genuineness of the signature of the officer making the certificate, and to the fact that at the time of making such certificate the person making the same held the office described in the certificate.493

"Such corporations shall also constitute and appoint an agent, who shall reside at the place in the state where the principal business of the corporation is to be carried on, to be 492 Wash. Gen. Stat. § 1524.

493 Ibid. 1525.