Page:Federal Reporter, 1st Series, Volume 5.djvu/559

 0PHOFF V. CHIOAaOi ST. L. & N. 0. B. 00. 547 authorized a non-resident corporation to do business in that state, or created a Tennessee corporation, I had occasion to examine the cases, and found that it has been held that it is a question of legislative intention to be deduced from a proper construction of the statutes. If the effect Of the legislation be to license a foreign corporation to do business in the state, it does not become a corporation of that state, but is suable there as any other non-resident "found within the district" would be, under the acts of oongress regulating jurisdiction. But if the effect be to croate a corporation by adopting one chartered in another state, its stattis is the same as if it liàd been originally and solely incorporated by the state adopting it. RaUroad Go, v. Harris, 12 Wall. 65; Railroad Co. v. Wheeler, 1 Black, 286; Railway Co.v.Whittm, 13 Wall. 270; Muller V. Dows, 94 TJ. S. 444; Ex parte Schollenberger, 96 U. S. 369; RaUroady. Fance, Id. 450; WiUiama v. RaUroad Co. 3 Dill. 267 ; Wilson Co. v. Hunter, 11 Chi. Leg. News, 207. I should think the first of the Kentucky statutes above referred to had no other effect than to authorize the Missis- sippi Central Eailroad Company to do business in Kentucky, were it not that the second act seems designed to remove any possible doubt on the subject by making it distinctly a Kentucky corporation. It is clearly a case of the adoption by Kentucky of the Consolidated corporation as its own, and it must be held to be a Kentucky corporation, at least for ail purposes of jurisdiction. Does the fact that the corporation has an original existence in Louisiana affect the question of jurisdiction so that a suit against it may be removed into this court? Although the law of corporations abounds iri fictions, — the chief of whioh is that it is "a person," — the supreme court has persistently denied that it can be "a citi- zen" in the sense of the constitution, and has created another fiction, that, within the purview of the law regulating the jurisdiction of the federal courts, ail the incorporators must conclusively be pi-esumed to be citizens of the state creating the corporation, and has held that this presumption shall not be averred against to oust the jurisdiction. Hence, whilewe may know that this adoption by Kentucky of a non-resident