Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/383

 PAliT V.] CORPORATE ACTS WITHOUT THE STATE. [§ 380. PART V. LEGAL EFFECT OF ACTS DONE WITHOUT THE STATE INCORPORATING THE CORPORATION. The two questions, § 379. Legal effect of the act within the limits of the home state, §§ 380- 382. Legal effect of the act in the foreign state, § 383. Comity among states, § 384. Limits to this comity, § 385. Foreign corporations cannot exercise special franchises, § 386; Nor act contrary to the laws or pub- lic policy of the state, §§ 387, 388; Nor do acts beyond their powers, §§ 389-391. Actions against foreign corporations, § 392. Penal provisions, when enforced out- side the state enacting them. Statutory liability, § 393. Jurisdiction over assets of foreign corporations, § 394. Service on foreign corporations, §§ 395, 396. Statutes regulating service, § 397. New York doctrine, § 398. Proceedings in rem, § 399. Statutes imposing terms on foreign corporations, § 400. Effect of non-compliance with these statutes, § 401. Statute of limitations, § 402. § 379. This topic relates to the territorial extent of corporate powers, and involves a consideration of two distinct questions. When an act is done by or on behalf of questions. a corporation outside of the state incorporating it, what is the legal effect of that act (1) in the state incorporating the corporation ; (2) in the state where act was done? § 380. Within the limits of the state incorporating the cor- poration, the legal effect of an act done without the limits of that state depends primarily on a construc- tion of the provisions in the corporate constitution JT 1 ** 1 ™ 1 *" 5 regarding the corporate powers. The question will the home be, do they authorize the given act to be done beyond the limits of the state ? " It may safely be assumed that a corporation can make no contract, and do no acts, either within or without the state which creates it, except such as are author- ized by its charter ; and these acts must also be done by such officers or agents, and in such manner, as the charter author- 3G3 Legal effect of the act