Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/401

 PART V.] CORPORATE ACTS WITHOUT THE STATE. [§ 395. court (of chancery) has jurisdiction to wind up the affairs of an insolvent foreign corporation, doing business in the state, so far as to administer its assets within the jurisdiction of the court. 1 But a statute which seeks to limit the distribution of such assets to resident creditors and to deny to individual creditors resident in other states the right to share therein is unconsti- tutional and void. 2 § 395. In order that a judgment in personam against a foreign corporation shall be valid, so as to obtain recogni-. tion in other states, it is prerequisite that the cor- foreign cor- poration should have appeared voluntarily, 3 or that por a valid service of process should have been made within the jurisdiction of the court, upon an agent of the corporation representing it in the state. This rule has been stated by the Federal Supreme Court, as follows : 4 " We are of opinion that when service is made within the state upon an agent of a foreign corporation, it is essential, in order to support the jurisdiction of the court to render a personal judgment that it should appear somewhere upon the record — either in the application for the writ, or accompanying its service, or in the pleadings or the findings of the court — that the corporation was engaged in business in the state. The transaction of business by the cor- poration in the state, general or special, appearing, a certifi- cate of service by the proper officer on a person who is its agent there would, in our opinion, be sufficient prima facie evidence that the agent represented the company in the business. It would then be open, when the record is offered as evidence in another state, to show that the agent stood in no representative character to the company, that his duties were limited to those R. I. 547. See Pierce v. Crompton, ib. 312. 1 Smith v. St. Louis Mut. Life Ins. Co., 6 Lea (Tenn.), 564. See Hol- brook v. Ford, 153 111. 633. Compare Paige v. Smith, 99 Mass. 395. Bus- well v. Order of the Iron Hall, 161 Mass. 224. 2 Blake v. McClung, 172 U. S. 239. A foreign corporation not doing bus- iness in the state, may, however be denied the right to share in such assets, (idem). See People y. Granite State Prov. Ass'n, 161 N. Y. 492; Bank Com. v. Granite State Prov. Ass'n, 70 N. H. 557. 3 See Attorney -General v. Guardian Mut. Life Ins. Co., 77 N. Y. 272 ; Townes v. City Council, 46 S. C. 15; Central Trust Co. v. McGeorge, 151 U. S. 129. 359, following the principles of Pen- noyer v. Neff, 95 U. S. 714. See Hohorst, in re, 150 U. S. 653. 381
 * St. Clair v. Cox, 106 U. S. 350,