located out of the State must pay an annual license tax as follows: If
the authorized capital is not more than $25,000, $20; not more than
$100,000, $50; not more than $1,000,000, $50; an additional forty cents
on each $1,000 in excess of $100,000. No other taxes are assessed
unless it has personal or real estate in West Virginia. Such foreign
corporations may be authorized to hold property and do business in the
State by certificate of the Secretary of the State that they have filed
with him a copy of their articles of association, which certificate
with a copy of the charter must be filed with and the certificate
recorded by, the Clerk of the County Court of such county in which
their business is conducted. A foreign corporation obtaining the above
mentioned certificate authorizing to hold property and do business in
West Virginia has the powers, rights and privileges and is subject to
the same regulations, restrictions and liabilities that are conferred
by statutes of West Virginia on domestic corporations.
Every foreign corporation which shall do business in the State without
having obtained such certificate and having it filed and recorded
according to law shall be guilty of misdemeanor, and upon conviction
shall be fined not less than $50, nor more than $1,000 for each month
its failure so to comply shall continue.
INDIANA.—Every foreign corporation, except railroad and telegraph
companies, built before March 15, 1901, and insurance companies must
maintain a public business office in Indiana and must designate a
representative in Indiana on whom service of process may be had. Such
foreign corporations are subject to the liabilities, restrictions and
duties imposed upon domestic corporations. They must before being
permitted to do business in Indiana file in the office of the Secretary
of State certified copy of its articles of incorporation, and a
statement sworn to by the principal or agent in Indiana of the
proportion of the capital stock of such corporation represented by its
property located and business transacted in Indiana, and must pay in
the office of the Secretary of State upon such proportion incorporation
fees equal to those required of domestic corporations. The Secretary of
State shall then issue a certificate authorizing such corporation to do
business. Until this law is complied with, demands of a foreign
corporation, whether arising out of contract or tort, cannot be
enforced in the courts of Indiana, and such corporation is subject to a
fine of not less than $1,000. Fee for filing articles of incorporation
of a corporation with capital stock of $10,000 or under is $10, over
$10,000, one-tenth of one per cent. upon authorized capital. No annual
State tax on corporation as such.
TENNESSEE.—Foreign corporations must file in the office of the
Secretary of State a copy of its charter and cause an abstract of same
to be recorded in the office of the Register of each county in which
such corporation purposes to carry on its business or to acquire and
own property. Penalty for failure to do so shall subject the offender
to a fine of not less than $100 nor more than $500. They must pay in
the office of the Secretary of State a tax or license of $100 to
exercise such privilege.
MISSISSIPPI.—Foreign corporations may sue and be sued and are liable to
be proceeded against by attachment or otherwise, as individual
non-residents are liable. The acts of their agents shall have the same
force as the acts of agents of private persons within the scope of
their power. They cannot recover on any contract made in the State or
cause action originating therein which is in violation of laws or
policies of States. No general statutes about taxation of foreign
corporations. Subject governed in main by common rule as to taxes, but
they are required to file with the Secretary of State certified copy of
their charter for record, for which a graduated fee is fixed.
KENTUCKY.—If the corporation be organized under the laws of another
State a board shall fix the value of the capital stock determined from
the amount of the gross receipts of the corporation in Kentucky and
elsewhere the proportion which the gross receipts in Kentucky bear to
the entire gross receipts. The same proportion of the value of the
entire capital stock, less the assessed value of tangible property in
the State, shall be the correct value of the corporation franchise for
taxation. Reports must be made and failure is a misdemeanor punishable
by a fine of $1,000 and $50 for each day.
OHIO.—Foreign corporations are forbidden to do business until they have
procured from the Secretary of State certificate that they have
complied with the requirements of law which authorize them to do
business in the State, and until said companies shall have caused the
proportion of their capital stock employed within the State to be
determined by the Secretary of the State, and shall have paid to him a
fee of one-tenth of one per cent. upon such amount and obtained his
certificate of such payment. No foreign corporation doing business in
the State can maintain any action upon any contract made by it in the
State until it has procured such certificate. The corporation must file
with the Secretary of State due copy of its charter and statement under
seal of the amount of its stock, the nature of its business and state
which is to be its principal place of business, designating a person
upon whom process against such corporation may be served. The person so
designated must have an office where the corporation is to have its
principal place of business within the State. Corporations complying
with these requirements are exempt from attachment on the ground that
they are foreign corporations.
MICHIGAN.—Foreign corporations filing in the office of the Secretary of
State certified copy of articles of incorporation and an appointment of
an agent in this State for service of processes may carry on their
business in Michigan. Foreign corporations may bring suits on
furnishing security for costs.
NEW YORK.—No foreign corporation shall do business without first
procuring from the Secretary of State certificate that it has complied
with requirements of law. License fee shall be paid. No foreign
corporation can do business in New York or sue on contract made there
unless it has procured such certificate prior to the making of the
contract. Selling goods through a factor within the State is not
covered by this prohibitive clause. Before granting such certificate
foreign corporation must file with Secretary of State copy of its
charter and a statement setting forth its business, its principal place
of business within the State and designating the person upon whom
processes may be served. Such person must have an office within the
State, where the principal place of business of such corporation is
located. Foreign corporations must pay to State Treasurer a license fee
of one-eighth of one per cent. for privilege of exercising its
corporate franchise in New York, to be computed upon the amount of
capital stock employed within the State during its first year of
business.
=Opinion No. 106.=
CONTRACTS FOR CARLOADS SEPARABLE.
Where a contract was made for three carloads of a company’s No. 1 white
cedar shingles and the purchaser accepted and paid for two carloads, but
refused to accept the third because of alleged inferior grade and
quality, and because the shingles were not made by said company, the
Supreme Court of Minnesota holds that the contract as to the three
carloads was separable, so that the purchaser’s payment and the seller’s
acceptance of payment for two carloads did not prevent the seller from
beginning an action to recover the purchase price of the third carload
nor the purchaser from defending therein. The court also holds that a
buyer, seeking to reject an article as not in accordance with the
contract of sale, must do nothing after he discovers the true condition
inconsistent with the seller’s ownership of the property.—Duluth Log.
Co. vs. John C. Hill Co., 124 N. W., 967.
=Opinion No. 107.=
WARRANTY SURVIVES ACCEPTANCE.
Where one attempting to sell shingles stated in a letter that “They are
mighty good shingles, they are as good as you could get anywhere,” it
was a warranty of their quality. Where a buyer of shingles accepts
shingles which he knows are of a grade inferior to what the seller
warranted, the buyer does not waive the warranty, and he can defend
against an action for the price on that ground. (Texas Court of Civil
Appeals.) Harroll vs. McDuffie, 128 S. W. Rep., 1149.
=Opinion No. 108.=
ACCEPTANCE OF LESS THAN INVOICE PRICE.
On arrival of a carload of shingles, the buyer complained of their
quality, and for the purpose of securing an immediate settlement and
avoiding further negotiations the seller agreed to accept a less amount
for them than the full price if payment was made before a specified
time. The buyer failed to make payment within such specified time and in
a suit to recover for the full amount of the invoice it was held by the
court that the seller could require payment under the circumstances of
the full price. (Texas Court of Civil Appeals.) Harroll vs. McDuffie,
128 S. W. Rep., 1149.
=Opinion No. 109.=
PRESS OF
JOHN A. PHILLIPS
NEW YORK
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TRANSCRIBER’S NOTES
1. Silently corrected typographical errors and variations in spelling.
2. Retained anachronistic, non-standard, and uncertain spellings as
printed.
3. Enclosed italics font in _underscores_.
4. Enclosed bold font in =equals=.