taxation property to any additional amount than is now allowed to such corporation under existing laws.

See L. 1872, c. 146, § 1; L. 1875, c. 119; L. 1883, c. 361, § 1; L. 1890, c. 563, § 11; L. 1892, c. 687, § 14; L. 1903, c. 178.

The laws and decisions of the state or country where real property is situated should be consulted upon this question.

140 N. Y. 576; 14 Peters, 122; 83 Fed. Rep. 880; 91 id. 299; 96 id. 454; 172 U. S. 239; 153 U. S. 523; 132 U. S. 282; 134 U. S. 316; 2 R'y & Corp. L. J. 470.

The policy to exclude a foreign corporation from a state, or to prohibit its holding land there, must be expressed in some affirmative way.

100 U. S. 55; 101 U. S. 352.

15. Certificate of authority of a foreign corporation. -No foreign stock corporation other than a moneyed corporation, shall do business in this state without having first procured from the secretary of state a certificate that it has complied with all the requirements of law to authorize it to do business in this state, and that the business of the corporation to be carried on in this state is such as may be lawfully carried on by a corporation, incorporated under the laws of this state for such or similar business, or if more than one kind of business, by two or more corporations so incorporated for such kinds of business respectively. The secretary of state shall deliver such certificate to every such corporation so com- ' plying with the requirements of law. No such corporation now doing business in this state shall do business herein after December thirty-first, eighteen hundred and ninety-two, without having procured such certificate from the secretary of state, but any lawful contract previously made by the corporation may be performed and enforced within the state subsequent to such date. No foreign stock corporation doing business in this state shall 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 stock corporation and to any person claiming under such assignee or such foreign stock 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, or a name so nearly resembling it as to be calculated to deceive, nor to any foreign corporation, other than a moneyed or insurance corporation, with the word "trust," "bank," banking," assurance," indemnity," savings,"

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"insurance,"

guarantee," guaranty,"

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"investment,"

loan," or "benefit," as a part of its name.t

This amendment was intended to avoid the effect of those decisions which heretofore enabled such a foreign stock corporation to sue in the courts of the State of New York on a contract made there, provided the certificate was filed at any time before suit, though subsequent to the making of the contract, and also those decisions which permitted resident assignees of such claims to sue thereon.

See 180 N. Y. 533, aff'g 96 App. Div. 52; 155 N. Y. 373; 55 App. Div. 20; 58 App. Div. 224.

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For the definitions of stock," "moneyed," "domestic" and "foreign" corporations, see subdivisions 2, 4 and 5, of § 3, General Corporation Law, ante.

of,

See Insurance Law, §§ 9, 31; Banking Law, §§ 31, 32.

See §§ 1778, 1779, 1780, Code of Civil Procedure.

* This sentence was substituted by L. 1901, c. 538, in the place "No foreign stock corporation doing business in this state without such certificate shall maintain any action in this state upon any contract made by it in this state until it shall have procured such certificate."

†The end of the section, commencing with the words " foreign corporation,” was added by L. 1904, c. 490.

nor to any

See L. 1892, c. 687, § 15; L. 1901, c. 96; L. 1901, c. 538; L. 1904, c. 490.

§ 16. Proof to be filed before granting certificate.Before granting such certificate the secretary of state shall require every such foreign corporation to file in his office 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 or objects 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 in the manner prescribed in the code of civil procedure a person upon whom process against the corporation may be served within the State. 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. 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. If the person so designated dies or removes from the place where the corporation has its principal 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, the secretary of state may revoke the authority of the corporation to do business within the State, and process against the corporation in an action upon any liability incurred within this State before such revocation, may, after such death or removal, and before another designation is made, be served upon the secretary of state. At the time of such service the plaintiff shall pay to the secretary of state two dollars, to be included in his taxable costs and disbursements, and the secretary of state shall forthwith mail a copy of such notice to such corporation

if its address or the address of any officer thereof is known to him.

See L. 1892, c. 687, § 16; L. 1895, c. 672.

See 146 N. Y. 281; 136 N. Y. 343; 55 App. Div. 20.

Even though no designation be made, as provided in the above section, personal service of a summons may be made upon a foreign corporation by delivering a copy to any of the officers specified in § 432, subd. 1, Code of Civil Procedure. The officer so served may merely be temporarily sojourning in the state of New York, and not engaged there on official business, and this is true even though the corporation have no property or transact no business in the state. See 87 N. Y. 137.

Compare § 432, subd. 2, Code of Civil Procedure, page 158, post. For form of above proof, see form XI, post, page 190.

17. Acquisition of real property in this state by certain foreign corporations.-Any foreign corporation created under the laws of the United States, or of any state or territory thereof, and doing business in this state, may acquire such real property in this state as may be necessary for its corporate purposes in the transaction of its business in this state, and convey the same by deed or otherwise in the same manner as a domestic corporation.

See L. 1887, c. 450, § 1; L. 1890, c. 563, § 12; L. 1892, c. 687, § 17. The above section limits the right of foreign corporations to hold local real estate to such as are created under the laws of the United States or of any state or territory thereof, and do business in the State of New York.

See 128 N. Y. 205; 136 N. Y. 347.

18. Acquisition by foreign corporation of real property in this state. Any foreign corporation may purchase at a sale upon the foreclosure of any mortgage held by it, or, upon any judgment or decree for debts due it, or, upon any settlement to secure such debts, any real property within this state covered by or subject to such mortgage, judgment, decree or settlement, and may take by devise any real property situated within

this state and hold the same for not exceeding five years from the date of such purchase, or from the time when the right to the possession thereof vests in such devisee, and convey it by deed or otherwise in the same manner as a domestic corporation.

See L. 1877, c. 158, § 1; L. 1890, c. 563, § 13; L. 1892, c. 687, 18; L. 1894, c. 136.

See 140 N. Y. 576.

§

§ 19. Prohibition of banking powers.-No corporation except a corporation formed under or subject to the banking laws, shall by any implication of* construction be deemed to possess the power of carrying on the business of discounting bills, notes or other evidences of debt, of receiving deposits+ or buying and selling bills of exchange, or shall issue bills, notes or other evidences of debt for circulation as money.

See L. 1890, c. 563, § 14; L. 1892, c. 687, § 19; L. 1904, c. 236.

8 20. Qualification of members as voters.-Unless otherwise provided in the certificate of incorporation, every stockholder of record of a stock corporation shall be entitled at every meeting of the corporation to one vote for every share of stock standing in his name on the books of the corporation; and at every meeting of a nonstock corporation, every member, unless disqualified by the by-laws, shall be entitled to one vote. The stockholders of a stock corporation, by a by-law adopted by vote at any annual meeting, or at any special meeting duly called for such purpose, may prescribe a period, not

*

During the progress of the bill through the legislature which amended this section in 1904, the word "or" became changed to "of."

†The words "of buying gold or silver bullion or foreign coins " were omitted by L. 1904, c. 236.