Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/413

 PART V.] INCORPORATION BY TWO OR MORE STATES. [§ 406. ing in respect of any corporate enterprise, which extends throughout two or more states, in so far as in each state they are manifestations of different groups of laws, are different groups of legal relations, and constitute not identical, though perhaps precisely similar legal institutions. Thus there may be said to be two corporations. 1 § 406. Justice Breese said, giving the opinion of the Supreme Court of Illinois in Quincy Bridge Company?;. Adams County, 2 " But, it is said by the appellants, this corporation, although it derived some of its powers, and in part its corporate exist- ence, from this state, derived an equal part from the sovereign state of Missouri, and therefore they are not a corporation created under the laws of either state. To this it is answered, and we think satisfactorily, that the legislatures of this state and of Missouri cannot act jointly, nor can any legislation of the last named state have the least effect in creating a corpora- tion in this state. Hence, the corporate existence of appellants considered as a corporation of this state must spring from the legislation of this state, which, by its own vigor, performs the act. The states of Illinois and Missouri have no power to unite in passing any legislative act. It is impossible in the very nature of their organization that they can do so. They cannot so fuse themselves into a single sovereignty, and as such create a body politic which shall be a corporation of the two states, without being a corporation of each state or of either state. As argued by appellee, the only possible status of a company acting under charters from two states is that it is an association incorporated in and by each of the states, and when acting as a corporation in either of the states, it acts under the authority of the charter of the state in which it is then acting, and that 1 The same body of persons can, by accepting charters from two states, become " constituted into two distinct corporate entities in the two states, acting in each according to the powers locally bestowed, as distinctly as though they had noth- ing in common, either as to name, capital, or membership." Clark v. Barnard, 108 U. S. 436. See, also, Kahl v. Memphis, etc., R. R. Co. 95 Ala. 337. Yet the Supreme Court has said in a later case that when a corporation is chartered under the same name by several states, it has but one set of shareholders, and each shareholder is interested in all its property. Graham v. Boston, etc., R. R. Co., 118 U. S. 162. 2 88 111. 615, 619. 393