Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/408

 § 401.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. VII. natural persons. 1 So, whatever regulations the state may im- pose upon corporations of its own creation, it may impose upon foreign corporations. 2 And, if a foreign corporation complies with a statute which would be unconstitutional as to it, by reason of impairing the obligations of contracts, it waives the right thereafter to claim that such statute is unconstitutional. 3 These decisions rest ultimately on the rule that a corporation is not a citizen within the meaning of Article IV., section 1 of the Federal constitution. § 401. In regard to the effect of non-compliance with these statutes the decisions of the different states are not non-com- harmonious. In Colorado, where the statute pro- piiance with v ides that foreign corporations shall file a certificate utes. designating the principal place of business where the business within the state is to be carried on, 4 before " they are authorized or permitted to do any business in the state," a corporation that has not complied with the statute may still sue for a trespass. 5 In Indiana it is held that a note executed there to a foreign insurance company is not void be- cause the company has not complied with the statute, but that 1 Waters-Pierce Oil Co. v. Texas, 177 U. S. 28, approved in Chicago, R. I. & P. Ry. Co. v. Zernecke, 183 U. S. 582, holding that a domestic corporation could not contest the validity of a statute in force at the time of its incorporation, as such statute was one of the conditions upon which it accepted its charter. See Insurance Co. v. Craig, 106 Tenn. 623; State v. Standard Oil Co., 61 Neb. 28. 2 Dayton Coal & Iron Co. v. Barton, 183 U. S. 23, requiring the redemp- tion in cash of store orders issued in payment of wages. The same stat- ute was sustained as to domestic corporations in Knoxville Iron Co. 0. narbison, 183 U. S. 13. 3 Hale v. Lewis, 181 U. S. 473. 4 A certificate signed and acknowl- edged by the president and secretary of a foreign corporation and filed 388 with the secretary of state and in the office of the recorder of deeds for the county in which it is proposed to carry on business, stating that " the principal place where the busi- ness shall be carried on in the state of Colorado shall be at Denver, in the county of Arapahoe, in said state, and that the general manager of said corporation, residing at the said principal place of business, is the agent upon whom process may be served in all suits that may be commenced against said corpora- tion," is a sufficient compliance with the constitution and laws of Colorado. Goodwin v. Colorado Mortgage Co., 110 U. S. 1. 5 Utley v. Clark-Gardnir Mfg. Co., 4 Col. 369. Cases are collected in Miller v. Williams, 27 Colo. 34. See Powder River Cattle Co. v. Custer Co., 9 Montana, 145.