priate remedy.

Sullivan County Railroad Co. vs. Connecticut River Lumber Co. et al., 76 Conn. 464.

Sec. 79. Remedy of aggrieved stockholder. Any stockholder in any corporation consolidating as aforesaid who, at the time of such consolidation, objected thereto in writing, may, within ten days after the agreement of consolidation has been filed for record in the office of the secretary of the state, demand in writing from the consolidated corporation payment for his stock; and such corporation shall, within three months thereafter, pay him the value of his stock at the date of such consolidation. In case of disagreement as to the value thereof, such value shall be ascertained by three disinterested persons to be chosen, one by the stockholder, one by the directors of the consolidated corporation, and the third by the two thus selected, and, in case their award is not paid within sixty days from its date, it shall become a debt of such consolidated corporation and may be collected as such. On receiving payment of the amount awarded, such stockholder shall transfer his stock to the consolidated corporation, which shall dispose of it on the best terms obtainable.

PART IV.

FOREIGN CORPORATIONS.

Sec. 80. Meaning of "foreign corporation.' Unless otherwise expressly provided, the term "foreign corporation" shall mean every corporation not organized under the laws of this state.

Sec. 81. Powers and limitations. Any foreign corporation may purchase, hold, mortgage, lease, sell, and convey real and personal estate in this state for its lawful uses and purposes, and such real estate and other property as it may acquire, by way of foreclosure or otherwise, in payment of debts due such corporation; but no foreign corporation belonging to any of the classes excepted in section 62 of this act shall engage in or continue, in this state, the business authorized by its charter or the laws of the state under which it was organized, unless empowered so to do by some general or special law of this state, except for the purpose of carrying out and renewing existing contracts heretofore made.

NOTES.

For general powers of domestic corporations see § 3, supra, pages 4, 5.

For powers of domestic corporations organized under Corporation Act of 1901, see § 59, supra, page 100.

For powers of Connecticut corporations to transact business outside the state, see § 4, supra, page 18.

Power of corporations to act as Executors or Trustees under Wills in this State. By Public Acts of 1903, Chap. 131, it is provided as follows:

What foreign corporation may act as executor.

"Section 1. Any foreign corporation authorized by its charter to act as executor or trustee in the State where it is chartered, and named as executor or trustee in the will of any resident of this state, may qualify and act as such executor or testamentary trustee in this state.

"Sec. 2. No such corporation shall act in such capacity until it shall have appointed in writing the secretary of the state and his successors in office to be its attorney, upon whom all process in

attorney.

any action or proceeding against it may To appoint secbe served; and in such writing such retary of the state, corporation shall agree that any process against it which is served on such secretary shall be of the same legal force and validity as if served on the said corporation, and that such appointment shall continue so long as any liability remains outstanding against the corporation in this state.

"Sec. 3. The court of probate having jurisdiction may, in the discretion of said court, require said corporation to give bond for the performance of such trust, unless otherwise provided in such will.

Court of probate may require bond.

"Sec. 4. This act shall take effect from its passage, and shall apply to all wills and To what wills to

codicils which have been or shall here

after be executed."

apply.

A state may in general impose such conditions as it pleases upon the right of a corporation chartered by another state to do business within the borders of

the former, Paul vs. Virginia, 8 Wall. (U. S.) 168; or to become one of the elements of a consolidated corporation organized under the laws of the former, Ashley vs. Ryan, 153 U. S. 436; since a corporation is not a "citizen" within the provision of the XIVth Amendment declaring that the citizens of each state shall be entitled to all privileges and immunities of citizens in the several states. Orient Insurance Co. vs. Daggs, 172 U. S. 557; Pembina Mining Co. vs. Pennsylvania, 125 U. S. 181. But conditions cannot be placed upon the doing of a business which is strictly interstate or foreign commerce, Pembina Mining Co. vs. Pennsylvania, supra, and particularly the right to carry on such interstate or foreign commerce within the state cannot be conditioned upon an agreement not to remove a suit against it from the state to the Federal courts, So. Pac. Co. vs. Denton, 146 U. S. 207; and the power of a State to impose conditions upon foreign corporations, however, cannot be exercised to discharge citizens of that state from their contract obligations to such corporations. Bedford vs. Eastern Bldg. & Loan Assn., 181 U. S. 227.

The power of a State over foreign corporations is not less in any respect than over its own except as it is limited by the United States Constitution and by its inability to amend the charters of such foreign corporations. See N. Y. Life Insurance Co. vs. Cravens, 178 U. S. 389. The mere doing of one act of business within a state by a foreign corporation, however, with no purpose of doing other acts there, does not bring the corporation within a statute forbidding foreign corporations to do business without filing certain certificates, so as to constitute such failure a defense to a suit brought by such corporation on a single contract thus made. Cooper Mfg. Co. vs. Ferguson, 113 U. S. 727.

In general the rights and liabilities of stockholders as between themselves and the corporation and creditors of the corporation are determined by the laws of the state of incorporation. See Lewisohn et al. vs.

Stoddard et als., 78 Conn. 575; Converse, Receiver, vs. Etna Nat. Bank, 79 Conn. 163, affirmed 212 U. S. 567.

Charter or cer

tificate of incorfiled.

poration to be

As amended

Sec. 82. Charter or certificate of incorporation to be filed. Every foreign corporation, except insurance and surety companies, building and loan associations, and investment companies within the provisions of section 41 of this act, shall, before transacting business in this state, file in the office of the secretary of the state a certified copy of its charter or certificate of incorporation, together with a statement, signed and sworn to by its president, treasurer, and a majority of its directors, showing the amount of its authorized capital stock and the amount thereof which has been paid in, and, if any part of such payment has been made otherwise than in cash, such statement shall set forth the particulars thereof.

May 1, 1907, Public Acts of

1907, Ch. 60.

Sec. 83. Secretary of the state to be resident attorney. Every foreign corporation with an office or place of business in this state, except insurance companies, surety companies, and building and loan associations, shall, before doing business in this state, appoint in writing the secretary of the state and his successors in office to be its attorney, upon whom all process in any action or proceeding against it may be served; and in such writing such corporation