110 med 47.

tion every such foreign corporation shall pay to the Secretary of State for the use of the State, a fee of twenty-five dollars, upon receipt of which he shall issue to it the certificate setting forth that it is entitled to do business in this State, and for all such fees said Secretary of State shall account quarterly to the Comptroller and pay the same forthwith to the State Treasurer for the use of the State, less the costs and the expenses of recording the same.

Penalty.

69. Every officer of any such foreign corporation which fails to comply with the provisions of the preceding section, and every agent of such non-complying corporation, who transacts business for it in this State, shall be guilty of a misdemeanor and liable to a fine of two hundred dollars. Such failure shall not affect the validity of any contract made with such non-complying corporation, but no suit shall be maintained in any of the courts of this State by any such corporation until it has complied with the requirements of this Article.

Taxation.

70. Every foreign corporation, except railroad companies, telegraph or cable companies, express or transportation companies, oil or pipe line companies, title insurance companies, electric light or gas companies, guano, phosphate or fertilizer companies, electric construction companies, telephone companies, parlor car or sleeping-car companies, safe deposit. companies, trust companies, national banks, life, fire, marine, casualty and other insurance companies, and guarantee and fidelity companies, or any corporation paying a gross receipts tax which maintains an office and regularly exercises its franchises in this State, shall at the time of filing its annual certificate, to wit, before the first day of April in every year, pay to the State Treasurer for the use of the State a franchise tax for such year at the following rate, that is to say, the sum of

Art. 23, sec. 70-An annual license tax by foreign corporations is also imposed by Alabama, Colorado, Massachusetts, New York, Ohio, Oregon, Texas, Vermont, Virginia, Washington and West Virginia. For general treatment of this subject, see Frost on Corporation, 3d Edition, Sections 129, 130, 131 and 132.

twenty-five dollars for every full fifty thousand dollars of capital employed by it in this State up to five hundred thousand dollars-but in no case less than twenty-five dollars; if the amount of such capital is more than five hundred thousand dollars, and not more than five million dollars, then an additional amount equal to one-fortieth of one per cent. on the excess; and if more than five million dollars, then an additional amount at the rate of thirty dollars for every million dollars of such last named excess.

71. If the annual certificate and tax shall not be filed and paid as required by the preceding sections, then on the first day of November following, the Comptroller shall place the tax bill in the hands of the Attorney General for collection by suit; and the officers and agents shall be liable to the penalty imposed by Section 69 of this Article.

72. Every foreign corporation doing business in this. State, shall pay such taxes, fees and charges as are now or may hereafter be prescribed by law; every foreign corporation, whatever the nature of its business, shall be subject to taxation upon its real and personal property situated in this State, as if the same belonged to a natural person; and nothing herein shall exempt from taxation the shares of a foreign corporation owned by residents of this State.

Miscellaneous Provisions.

73. Whenever it shall happen in the case of any corporation having a definite number of members and no capital stock, that by death or resignation the membership shall be reduced below a majority of the prescribed number, the corporation shall not on that account be dissolved; but it shall be lawful for the surviving or continuing members so long as the number thereof shall be two or more, to fill vacancies and continue the corporate succession.

74. A corporation may acknowledge any instrument required by law to be acknowledged, by its attorney appointed under its seal, and such appointment may be embodied in the

Art. 23, sec. 74—The law heretofore only authorized the acknowledgment by attorney.

deed, or such instrument may be acknowledged by the president or any vice-president of such corporation without such appointment.

75. Every corporation formed under this Article shall have, until forfeiture, the right of perpetual succession; and all provisions in the charter or certificate of any existing corporation or imposed upon it by any Act in force at the time of its creation or formation, limiting its duration, are hereby annulled and repealed.

76. When the value of the property owned by any charitable or benevolent society or corporation, incorporated under any general or special law of this State, or the income of such charitable or benevolent society from such property was, when the said property was acquired, within the limit or limits prescribed by law for the tenure and enjoyment of such property or income, but has hereafter increased in value, such benevolent or charitable association or corporation may lawfully hold, enjoy, use and deal with the increased value of said. property or property derived therefrom, or with the increased income derived therefrom, for its said charitable and benevolent purposes in the same manner and to as full an extent as it might have enjoyed, used or dealt with said property or income, if the value of said property, or the amount of income derived therefrom, had not so increased.

77. A stockholder of any corporation of this State may by agreement in writing transfer his stock to any person for the purpose of vesting in him or them the right to vote thereon, for a time not exceeding five years, upon terms and conditions stated, pursuant to which such person or persons shall act. Every other stockholder, upon his request therefor, may by like agreement in writing also transfer his stock to the same person or persons and thereupon may participate in the terms, conditions and privileges of such agreement. The certificate of stock so transferred shall be surrendered and cancelled and certificates therefor issued to such transferee or transferees in which it shall appear that they are issued pursuant to such agreement; in the entry of such transferee or transferees as the owners of such stock on the proper books of said corpora

tion, that fact shall also be noted, and thereupon he or they only may vote upon the stock so transferred during the time in such agreement specified; a duplicate of such agreement shall be filed in the principal office of the corporation and be open to the inspection of any stockholder, daily, during business hours.

78. If the franchises and property of any corporation of this State are sold under any judicial proceeding or mortgage, or deed of trust, the purchaser or purchasers may organize a corporation for the continuation, operation, ownership and management of the same, and such corporation, when organized, may acquire from such purchaser or purchasers, and shall have and be entitled to exercise, the same rights, privileges and franchises as have been granted to or acquired by the former corporation; and shall be subject to all limitations, restrictions and liabilities imposed upon it; and in addition thereto shall be subject to all the provisions of this Article.

79. Nothing in this Article shall be construed to affect the provisions of the Baltimore City Charter or to repeal or change any of the existing taxing laws of this State, except so far as the same are hereby specifically changed; or to repeal or to change any of the Public Local Laws of this State other than taxing laws; or to authorize any corporation now incorporated or hereafter to be incorporated, except such corporations as are now in practical operation, and in the exercise of such franchise in the city of Baltimore, to exercise any franchise for the furnishing of light, heat or electric power within the city of Baltimore unless thereunto specially authorized by the General Assembly of Maryland; and nothing herein shall release any corporations from the payment of any tax or the performance of any obligation to the State due or existing on the first day of June, in the year nineteen hundred and eight (1908), or affect or change the remedy provided for the collection or enforcement of the same. Nothing herein shall release, affect or impair the rights of any creditor or creditors of any corporation or the obligations or liability of any corporation or of any stockholder or of any corporate officer existing on the said first day of June, in the year nineteen hun

dred and eight (1908) or the remedies to enforce or protect the same.

SEC. 2. And be it further enacted, That Sections one hundred and seven (107), two hundred and twenty-seven (227), three hundred and fourteen (314), three hundred and fiftyfive (355), as amended by Chapter five hundred and three (503) of the Acts of Assembly of 1906; and three hundred and sixty-six (366) of said Article twenty-three (23) of said Code of Public General Laws as set forth and numbered as aforesaid in Article twenty-three (23) of the said Code of nineteen hundred and four (1904), shall be and they are hereby repealed and re-enacted, to read as follows:

1888, art. 23, sec. 85. 1868, ch. 471, sec. 77.

93. Every corporation formed under the provisions of this Article shall be subject to any and all provisions and regulations which may hereafter, by any change in or amendments of the laws of this State, be made applicable to such corporation.

1892, ch. 109, sec. 85A.

94. Every safe deposit, trust, guaranty, loan and fidelity company or association incorporated under any law of this or any other State, district or territory, the United States or any foreign country receiving money on deposit or assuming any obligations in this State, shall semi-annually on the last business days of June and December, respectively, or within ten days thereafter, in each and every year, make a full report in writing of the affairs and condition of such corporation at the close of business on the last days of June and December, respectively, in each year, to the treasurer of Maryland, verified by oath, in such form and by such officers of said respective corporations as said treasurer may designate, and such report shall state the amount loaned upon bond and mortgage together with a list of such bonds and mortgages, and the location of the mortgaged premises, as have not previously been reported, and also a list of such bonds and mortgages previously reported, as have since been wholly or in part paid, and the amount of such payments respectively; the cost, par