name of designated officers, as prescribed by the law of its creation. Edgeworth v. Wood, 58 N. J. Law, 463.

As to what constitutes doing business, see notes to §98.

A court of equity cannot exercise visitorial powers over the internal affairs and regulate the management of a foreign corporation. Internal affairs defined. Jackson v. Hooper, 76 N. J. Eq., 592.

Residence of corporation.

A corporation is a resident when it does business in the state and its officers reside where process may be served on them. Brand v. Auto Service Co., 75 N. J. Law, 230.

97. Foreign corporations to file copy of charter, statement, etc., before commencing business.

Every foreign corporation, except banking, insurance, ferry and railroad corporations, before transacting any business in this state, shall file in the office of the secretary of state a copy of its charter or certificate of incorporation, attested by its president and secretary, under its corporate seal, and a statement attested in like manner of the amount of its capital stock authorized and the amount actually issued, the character of the business which it is to transact in this state, and designating its principal office in this state and an agent who shall be a domestic corporation or a natural person of full age actually resident in this state, together with his place of abode, upon which agent process against such corporation may be served, and the agency so constituted shall continue until the substitution, by writing, of another agent; upon the filing of such copy and statement the secretary of state shall issue to such corporation a certificate that it is authorized to transact business in this state, and that the business is such as may be lawfully transacted by corporations of this state, and he shall keep a record of all such certificates issued.

P. L. 1894, p. 346; P. L. 1895, p. 293.

The validity of laws imposing the terms on which foreign cor

porations are permitted to do business in a state has been upheld by the Supreme Court of the United States in several important cases. The first case was Paul v. Virginia, 8 Wall., 168. It was held that a corporation is not a citizen within the meaning of that provision of the Constitution which declares that the citizens of each state shall be entitled to all the privileges and immunities of citizens of the several states. And Mr. Justice Field in delivering

the opinion of the court said: "The corporation being the mere creation of local law can have no legal existence beyond the limits. of the sovereignty where created. As said by this court in Bank of Augusta v. Earle, 'It must dwell in the place of its creation and cannot migrate to another sovereignty. The recognition of its existence even by other states, and the enforcement of its contracts made therein, depend purely upon the comity of those states-a comity which is never extended where the existence of the corporation or the exercise of its powers are prejudicial to their interests or repugnant to their policy. Having no absolute right of recognition in other states, but depending for such recognition and the enforcement of its contracts upon their assent, it follows, as a matter of course, that such assent may be granted upon such terms and conditions as those states may think proper to impose.'

This doctrine was reaffirmed in the case of Horn Silver Mining Co. v. New York, 143 U. S., 305, in which Mr. Justice Field, after quoting from the opinion of the former case, adds: "This doctrine has been so frequently declared by this court that it must be deemed no longer a matter of discussion, if any question can ever be considered at rest." He further declared: "Having the absolute power of excluding the foreign corporation the state may, of course, impose such conditions upon permitting the corporation to do business within its limits as it may judge expedient; and it may make the grant or privilege dependent upon the payment of a specific license tax, or a sum proportioned to the amount of its capital." See also Liverpool Ins. Co. v. Oliver, 10 Wall., 566; Ducat v. Chicago, 10 Wall., 410; Pembina, &c., Mining Co. v. Pennsylvania, 125 U. S., 181; Norfolk, &c., R. R. Co. v. Pennsylvania, 136 U. S., 114; Hooper v. California, 155 U. S., 648; Parke, Davis & Co. v. Roberts, 171 U. S., 658; Blake v. McClung, 172 U. S., 239; Orient Ins. Co. v. Daggs, 172 U. S., 557.

Advertisements solicited in this state and inserted in a publication of another state, where the contract is completed, does not constitute the transaction of business in this state. Bell Tel. Co. of Phila. v. Galen Hall Co., 72 Atl. Rep., 47.

Transaction of business by a foreign corporation within this section means the general prosecution of the ordinary business of the corporation, and this is not the necessary inference from isolated

sales. Delaware & Hudson Canal Co. v. Mahlenbrock, 63 N. J. Law, 281.

The question in any particular case is one of fact to be determined by the trial court. Von Seyfried v. Vollers, 75 N. J. Law, 405. As to burden of proving that the certificate has not been filed, see Allerton v. Grundy, 67 N. J. Law, 55.

For a full discussion of the status of foreign corporations, see 6 Thompson on Corporations, Section 7875, et seq.

See also notes to Section 7, and Wolf v. Lancaster, 70 N. J. Law, 201; Delaware & Atlantic Telegraph & Telephone Co. v. Pensauken Tp., 116 Fed. Rep., 910.

The numerous cases arising under the similar New York statute may be found in White on Corporations (seventh edition), pp. 29-38.

98. Cannot maintain action until certificate of secretary of state is obtained.

Until such corporation so transacting business in this state shall have obtained said certificate of the secretary of state, it shall not maintain any action in this state, upon any contract made by it in this state; provided, that nothing herein shall prevent the enforcement of any contract made prior to the fourteenth day of March, one thousand eight hundred and ninety-five.

P. L. 1894, p. 346; P. L. 1895, p. 293.

In Faxon Co. v. Lovett, 60 N. J. Law, 128, it was held that this section did not apply where the contract was made without the state.

A single transaction entered into within the state by a foreign corporation authorized to do business in the state, does not amount to doing business in the state, so as to disenable the corporation to sue in its courts. Henry v. Simanton, 54 Atl. Rep., 153.

The prohibition by a state of the maintenance of actions in its court by a foreign corporation does not prohibit or limit the right of the corporation to maintain such action in the Federal courts nor does it prohibit the corporation from defending action in the state courts. Blodgett v. Lanyon Zine Co., 120 Fed. Rep., 893.

A corporation which makes a single sale of its product from its office outside of New Jersey to a person in New Jersey, and takes a guarantee of payment in New Jersey, does not transact business in the state within the meaning of the statute. Delaware & H. Canal Co. v. Mahlenbrock, 63 N. J. Law, 281.

A mortgage is an executed contract, and proceeding to foreclose it is not an action upon a contract such as is contemplated by the statute forbidding unqualified foreign corporations from bringing actions on contracts made within the state. The taking of a mortgage to secure a debt, by a foreign corporation not in the business of loaning money, is a mere incident of its business, and is not such an exercise of its corporate functions within the state as is forbidden by the statute. American Net & Twine Co. v. Ginthens, et al., 21 N. J. L. J., 190.

"Our statutes allow a foreign corporation to hold mortgages on lands in this state, and complainant is entitled to recover the amount due, even though it has not filed the certificate required by Section 97 of the Corporation Act." Manhattan, &c., Loan Ass'n v. Massareli, 42 Atl. Rep., 284, 285.

Suits on contracts made outside of the state may be maintained although the corporation has not complied with the terms of these statutes. Slater-Jennings Co. v. Specialty Paper Box Co., 69 N. J. Law, 214; MacMillan Co. v. Stewart, 69 N. J. Law, 212; aff'd Id., 676; Falaenau v. Reliance Steel Foundry Co., 69 Atl. Rep., 1098.

A corporation which comes into this state and organizes and controls another corporation, and thereby transacts business, is "doing business" in the state. Groel v. United Electric Co. of N. J., 69 N. J. Eq., 397.

The statute is limited to contracts. It does not extend to torts. United States, &c., Co. of Me. v. United States, &c., Co. of N. Y., 181 Fed. Rep., 182.

Presumption as to complying with law.

In certiorari proceedings where the prosecutors in their reasons filed did not question the status of a foreign corporation, the court will assume on final hearing that the corporation has complied with the prerequisites to doing business in New Jersey. Benton v. City of Elizabeth, 61 N. J. Law, 411; aff'd Id., 693.

99. On death of agent, another to be appointed; penalty for failure.

If said agent shall die, remove from the state or become disqualified, such corporation shall forthwith file in the office of the secretary of state a written appointment of another agent, attested in the manner above provided, and in case of the omission to do so within thirty days after such death, removal or disqualification, then the secretary of state, upon being

satisfied that such omission has continued for thirty days, shall, by entry on the record thereof, revoke the certificate of authority to transact business within this state, and process against such corporation in actions upon any liability incurred within this state before the designation of another agent may, after such revocation, be served upon the secretary of state; at the time of such service the plaintiff shall pay to the secretary of state for the use of the state two dollars, to be included in the taxable costs of such plaintiff, and the secretary of state shall forthwith mail a copy of such process to such corporation at its general office or to the address of some officer thereof, if known to him.

For provisions as to annual report to be filed by foreign corporation, penalty for such failure, and service of process in case of failure, see Section 43.

See Groel v. United Electric Co., 69 N. J. Eq., 397.

100. Unlawful to transact business until authority is obtained.

Every foreign corporation transacting any business. in any manner whatsoever, directly or indirectly, in this state, without having first obtained authority therefor, as hereinabove provided, shall for each of fense forfeit to the state the sum of two hundred dollars, to be recovered with costs in an action prosecuted by the attorney-general in the name of the state.

P. L. 1894, p. 346; P. L. 1895, p. 293.

State laws have no extra territorial effect for the enforcing of penalties. Alleghany Co. v. Allen, 69 N. J. Law, 270; 196 U. S., 458. A foreign corporation cannot maintain an action in contract in this state before receiving the certificate if the state laws under which such corporation was incorporated provide that a foreign corporation may not maintain an action in contract without such a certificate. Wolf v. Lancaster, 70 N. J. Law, 201.