se of the franchise, or a dissolution of the corporation Although a corporation may forfeit its charter by an abuse or misuser of its powers and franchises, yet this can only take effect upon a judgment by a competent tribunal. The state might waive the grounds of forfeiture alleged. And we are of opinion that it did waive them by the enactment of the law of 1895, amending its charter, and recognizing, in the most explicit manner, the continued existence of the corporation. . . . For these reasons we hold that the corporation is still a lawfully existing one, and that the state has condoned all the alleged acts of nonuser and abandonment, and that there is no ground. . . . to bring in question the corporate existence of the company . . . " "While the courts differ on this question, the weight of authority is in favor of the rule that the facts and circumstances of each particular case and even the motives for instituting the proceedings, may be considered. And especially in case of a solvent, active corporation, carrying out, at the time of the application, the purposes and designs of its creation, performing duties of a quasipublic character, having to do with the daily necessities of a large number of people, and where large sums of money have been invested, and securities therefor are held by innocent parties whose security depends upon a continuance of the corporation, unless there is a clear, wilful misuse, abuse, or non-use of the franchises sought to be forfeited, or violation of law, something that strikes at the very groundwork of the contract between the corporation and the sovereign power; something that amounts to a plain, wilful abuse of power or violation of law, within the meaning of the statute on the subject, whereby the corporation fails to fulfill the very design and purpose of its organization--leave will not be granted by the court to resort to the extraordinary remedy for a forfeiture of its franchises."

A railroad corporation had sold all of its property and for twenty-six years had not done any business and had elected no officers. It was held that such non-use amounted to a voluntary surrender of its franchises, and that the corporation no longer existed. "It would seem that after such corporation had been stripped of all its property, and for twenty-six years had failed to exercise any corporate franchise or elect any officer in this state or keep any office therein, such surrender would be presumed. And so it would seem that, where

a corporation suffers acts to be done which destroy the end and object for which it was instituted, it is equivalent to a surrender of its rights. . . . .From the very nature of things, the dissolution or death of a corporation defendant, like the death of a party to a pending action, can only be brought to the attention of the court by some one other than the defunct corporation."

Effect of dissolution.--After dissolution a corporation cannot exercise any corporate power. It cannot sue nor be sued, unless such right and liability are preserved by law. In the absence of a statute, a court of equity will appoint a receiver to take charge of the property of a dissolved corporation and such receiver will administer the property and turn it into money for the purpose of paying the debts of the corporation and expenses of administration, and distribute the balance, if any, to the stockholders in proportion to their holdings.

The statute quoted above gives the directors or trustees of a dissolved corporation the right to administer and wind up its affairs for three years after dissolution. If a court should appoint a receiver to take charge of the corporate property his authority would supersede that of the directors or trustees. The property of corporations which exist only for charitable purposes, and whose members are not entitled to the property, will be distributed under direction of a court of equity so as to effect a purpose similar to that for which the defunct corporation was organized.

SECTION VIII.

FOREIGN CORPORATIONS.

A foreign corporation, in Wisconsin, is one which has not been organized under the laws of this state. As a corporation is a creature of statute alone, it has, as a matter of strict right, only power to act within the confines of the state by whose authority it has been created, as the effect of the laws of a state do not extend beyond its borders. The right of foreign corporations to do business in other states is, however, largely regulated by the rules of comity, in the absence of any express statutory regulation. Thus, the courts will generally recognize the right of foreign corporations to do business in a state to the same extent that a domestic corporation may, and the courts, in the absence of restrictions will

enforce the rights of such corporations in the same manner. A foreign corporation is not a citizen within the meaning of that clause of the United States Constitution which gives the citizens of each state all the privileges and immunities of citizens in the several states, and it may therefore be entirely prohibited from doing business within a state. As a legislature has the right to pass a law preventing a foreign corporation from doing business in a state altogether, it has also the right to impose any condition it may see fit upon the corporation's right to do so. In Wisconsin, foreign corporations have in late years been somewhat restricted. A failure on the part of a foreign corporation to comply with the conditions named in the statutes makes it impossible for the corporation to enforce any contract or liability in its favor, whereas such contract or liability may be enforced against it.

Statutes. It is provided that "every foreign corporation actually engaged in manufacturing within this state shall, within sixty days from the time of making a written request therefor by any resident creditor thereof, and annually thereafter upon a like request, file in the office of the secretary of state a statement showing the capital stock subscribed, the amount thereof actually paid in, the full name of each of its stockholders and the amount of stock held by each. Such request may be served by mail upon the president, secretary or other principal officer of said corporation or personally upon any officer or agent thereof who may be within this state. If any corporation shall fail to so file said report it shall forfeit all right to further carry on or transact business in this state and it shall be unlawful for it, or any person for it, to do or transact any business therein, and on such failure any person or agent who shall assume to act for or to transact any business for or on account of said corporation shall forfeit for each and every offence not less than twentyfive dollars nor more than one hundred dollars, which may be sued for in the name of the state by the district attorney of the county where such offense was committed, and the proceeds thereof, after deducting taxable costs, shall be paid into the school fund."

The same.-"No corporation, joint-stock company, express company, incorporated or organized otherwise than under the laws of this state, except corporations or associations

created solely for religious or charitable purposes, insurance companies and fraternal or beneficiary corporations, societies, orders and associations furnishing life or casualty insurance or indemnity upon the mutual or assessment plan, shall transact business or acquire, hold or dispose of property in this state until such association, company or corporation shall have caused to be filed in the office of the secretary of state a duly authenticated copy of its charter, articles of association or incorporation and all amendments thereto which may be made while it shall continue to do business therein. Such association, company or corporation causing a copy of its charter or articles to be so filed shall thereby be deemed to have made, constituted and appointed the secretary of state its true and lawful attorney upon whom all summonses, notices, pleadings or process in any action or proceeding against it may be served in respect to any liability arising out of any contract or transaction in this state, and thereby to have stipulated that service thereof upon the secretary of state or his assistant shall be accepted irrevocably as a valid service upon it; and such appointment and stipulation shall continue in force irrevocably so long as any liability of such association, company, or corporation remains outstanding in this state. Actions may be brought against any such association in the name by which it is commonly known. Whenever any such summons, notice, pleading or process shall be so served, the secretary of state shall forthwith mail a copy thereof, postage pre-paid, and directed to such association, company, corporation, at its principal place of business, or if it be organized in a foreign country, then to its resident manager in the United States, and also an additional copy to such association, company, corporation, at its foreign address, or in any such case to such other person as may have been previously designated by it by written notice of request filed in his office."

Effect of failure.-"The failure to comply with any of the provisions of this section shall, for such violation, subject the association, company, corporation or any agent, officer or person acting for it in this state to a penalty of five hundred dollars, to be sued for and recovered in the name of the state, with the costs of prosecution, by the district attorney of any county in which it or any of its agents, or officers shall be located or reside or transact or attempt to transact any busi

ness; and such penalty, when recovered, shall be paid into the treasury of the county for the benefit of the school fund. Every contract made by or on behalf of any such association, company or corporation, affecting the personal liability thereof or relating to property within this state, before it shall have complied with the provisions of this section, shall be wholly void on its behalf and on behalf of its assigns, but shall be enforceable against it or them. In case any joint-stock company or association shall not have any articles of incorporation, organization or association, it shall file in the office of the secretary of state, under the seal, if any, of the company, and under the signature of two of its principal officers, a written instrument appointing the secretrry of state an attorney for the purpose of receiving service of summons, notice, pleading and process as aforesaid, and stipulating that the service thereof shall constitute personal service upon it; and be subject to like penalties for failure to comply with this provision as hereinbefore provided in case of a failure to file such articles. For filing such articles every such association, company or corporation, shall pay to the secretary of state twenty-five dollars and for amendments thereto tendollars......and by its president, secretary or any officer thereof, shall make and file with the secretary of state, with the articles above provided for, a statement, duly sworn to, of the proportion of capital stock of said association, company or corporation which is represented in the state of Wisconsin by its property located and business transacted therein, and such association, company or corporation shall be required to pay into the office of the secretary of this state upon the proportion of its capital stock represented by its property and business in Wisconsin, one dollar for every one thousand dollars of its capital stock in excess of twenty-five thousand dollars. And, in case of an increase of capital stock by amendment, one dollar for every one thousand dollars of said increase; provided that said payment in excess of twenty-five dollars, shall not be required from any corporation upon which a license fee is imposed under other sections of these statutes." A few corporations, which file statements and articles of organization under other provisions of the statutes, such as insurance and railroad corporations, are exempt from the provisions of this statute.

License.-"The secretary of state shall, upon being