Page images
PDF
EPUB

shall prevent or affect the issue of attachments against foreign corporations as are now or hereafter allowed by law.*

1904,, art. 23, secs. 137 and 138, 1898, ch. 270, secs. 109, and 109B.

1908, ch. 240, sec. 68.

93. Every foreign corporation which has a usual office or place of business in this State, except insurance companies hereinafter provided for, but including any corporation which is engaged in this State permanently or temporarily, and with or without a usual place of business therein, in the construction, alteration, erection or repair of any building, bridge, railroad, railway or structure of any kind, shall, before doing business herein, file with the Secretary of State, who shall record the same, (1) a certified copy of its charter or certificate of incorporation; (2) a certificate to be renewed annually before the first day of April in every year, subscribed and sworn to by its president or treasurer, or a majority of its board of directors and accompanied by the annual fee of one dollar for the recording of such renewal, showing (a) the corporate name; (b) the names and addresses of its president, treasurer, secretary and the members of its board of directors; (c) its principal office in this State and in the State of incorporation; (d) the amount of its capital stock authorized and issued, the number and par value of the shares and the amount paid in thereon, and the names and addresses of its shareholders in this State, and the number of shares held by each, and the amount of its capital employed in this State; (e) the name and address of its agent, resident in this State, and authorized to accept service of process upon it; (f) its willingness that so long as any liability remains outstanding against it in this State, the authority of such agent shall continue until a substitute is appointed and certified to the Secretary of State. At the time of filing the original papers required by this section every such foreign corporation shall pay to the Secretary of State for the use of the State, a fee of twenty-five dollars, upon receipt of which he shall issue to it the certificate setting forth that it is entitled to do business in this State, and for all such fees said Secretary of State shall account quarterly to the Comptroller and pay the same forthwith to the State Treasurer for the use of the State, less the cost and the expenses of recording the same.*

* Hagerstown Brewing Co. vs. Gates, 117 Md. 348; Smith Premier Co. vs. Westcott, 112 Md. 146, 150. See sec. 412 of this Art. See Art. 16 on Chancery, sec. 128. Crook vs. Girard Iron Co., 87 Md. 138 ; Central Ga. R. R. Co. vs. Eichberg, 107 Md. 363. Article 9 on Attachments, sec. 25, provides that where two summons have been returned non est against any defendant in any court of law in the State, the plaintiff may order an attachment to issue and the same proceedings shall be thereupon had as in attachments issued against absconding debtors. Stewart vs. Chappell, 100 Md. 538. In State use of Bickel vs. Pennsylvania Steel Company, 123 Md. 212, the Pennsylvania Steel Company, a foreign corporation, was sued, and upon motion by it to dismiss the suit, it claimed that it was not doing business in Maryland and that the party served with summons was not its agent to accept service. The motion to dismiss being granted, the plaintiff appealed and it was held firstly, that the order granting the motion was one to which an appeal could be entered ; secondly, that even though the defendant failed to comply with the provisions of section 93, service could be had upon the defendant, if doing business here, as by doing business here and thereby coming into the State, it necessarily and impliedly submitted itself to the laws of Maryland ; thirdly, that the fact vel non of doing business within the State depends upon the facts in each particular case, and fourthly, that the defendant was doing business in Maryland.

1904, art. 23, secs. 139 and 140. 1898, ch. 270, secs. 109c and 109D.

1908, ch. 240, sec. 69. 94. Every officer of any such foreign corporation which fails to comply with the provisions of the preceding section, and every agent of such non-complying corporation, who transacts business for it in this State, shall be guilty of a misdemeanor and liable to a fine of two hundred dollars. Such failure shall not affect the validity of any contract made with such non-complying corporation, but no suit shall be maintained in any of the Courts of this State by any such corporation until it has complied with the requirements of this Article.i

* Kendrick & Roberts vs. Warren Bros. Co., 110 Md. 47. The doing of business in a State by a foreign corporation, except those having a manufacturing plant therein, has in nearly all the recent Federal decisions been held to be a carrying on of interstate commerce, which cannot be regulated or hampered by provisions similar to the above. International Text Book Co. vs. Pigg, 217 U. S. 91; West. Union Tel. Co. vs. Kansas, 216 U. S. 1; Medwig vs. West. Union Tel. Co., 216 U. S. 146 ; Pullman Co. vs. Kansas, 216 U. S. 56; Buck Stove Co., vs. Vickers, 226 U. S. 305. As to certificates to be filed by foreign corporationselectric light or electric construction, parlor or sleeping car companies, oil or pipe line, guano or fertilizer company-see Art. 81, sec. 177. A certificate of authority issued by the Secreary of State is admissible in evidence to prove compliance with the statutory provisions relating to foreign corporations with the introduction of the paper, from which the certificate is made Strausbaugh ve Stewart Sanitary Can Co., 96, Atl. (Md.) Rep. 803. See note to Act 23, sec. 412. And see section 23 of Article 73, entitled “Partnerships Limited."

† Kendrick vs. Warren, 110 Md. 47; Iannis Distilling Co. vs. Baltimore, 114 Md. 678. A certificate of authority to do business in the State issued after suit has been filed is sufficient compliance with the qualification requirements to enable the corporation to continue the action. Strausbaugh vs. Stewart Sanitary Can Co., 96 Atl. Rep. (Md.) 863,

1908, ch. 240, sec. 70. 95. Every foreign corporation, except railroad companies, telegraph or cable companies, express or transportation companies, oil or pipe line companies, title insurance companies, electric light or gas companies, gnano, phosphate or fertilizer companies, electric construction companies, telephone companies, parlor-car or sleeping-car companies, safe deposit companies, trust companies, national banks, life, fire, marine, casualty and other insurance companies, and guarantee and fidelity. companies, or any corporation paying a gross receipts tax which maintains an office and regularly exercises its franchises in this State, shall at the time of filing its annual certificate, to wit, before the first day of April in every year, pay to the State Treasurer for the use of the State a franchise tax for such year at the following rate, that is to say, the sum of twenty-five dollars for every full fifty thousand dollars of capital employed by it in this State up to five hundred thousand dollars, but in no case less than twenty-five dollars, if the account of such capital is more than five hundred thousand dollars, and not more than five million dollars, then an additional amount equal to one fortieth of one per cent. on the excess; and if more than five million dollars, then an additional amount at the rate of thirty dollars for every million dollars of such last named excess.*

1908, ch. 240, sec. 71.

96. If the annual certificate and tax shall not be filed and. paid as required by the preceding sections, then on the first day of November following, the Comptroller shall place the tax bill in the hands of the Attorney-General for collection by suit; and the officers and agents shall be liable to the penalty imposed by Section 94 of this Article.

[blocks in formation]

97. Every foreign corporation doing business in this State shall pay such taxes, fees and charges as are now or may hereafter be prescribed by law; every foreign corporation, whatever the nature of its business, shall be subject to taxation upon its real and personal property situated in this State, as if the same belonged to a natural person; and nothing herein shall exempt

* See Constitution, Art. 3, sec, 58, and note to Art. 23, sec. 93 of this Article.

from taxation the shares of a foreign corporation owned by residents of this State.

Code (vol. 3), art. 23, sec. 97A. 1914, ch. 846. 97a. No foreign corporation or association shall have any benefit of any limitation as to any judgment heretofore or hereafter to be recovered against it in any court or courts of this State; but such judgment, whether now above twelve years' standing or not, shall be good and pleadable, and shall be admitted in evidence, and an execution or attachment may be is. sued thereon, and it may be otherwise proceeded with, as well after, as within twelve years from its date.

Miscellaneous Provisions.

1908, ch. 240, sec. 73. 98. Whenever it shall happen in the case of any corporation having a definite number of members and no capital stock, that by death or resignation the membership shall be reduced below a majority of the prescribed number, the corporation shall not on that account be dissolved; but it shall be lawful for the surviving or continuing members so long as the number thereof shall be two or more, to fill vacancies and continue the corporate succession.

1904, art. 23, sec. 1. 1888, art. 23, sec. 1. 1868, ch. 471, sec. 1.

1908, ch. 240, sec, 74. 99. A corporation may acknowledge any instrument required by law to be acknowledged, by its attorney appointed under its seal, and such appointment may be embodied in the deed, or such instrument may be acknowledged by the president or any vice-president of such corporation without such appointment.*

1916, ch. 596, sec. 15, par. 99A. 99A. Any acknowledgment or affidavit required by this Article

may be made before any notary public or other officer competent to take acknowledgments of deeds for land situated any where in this State. If such acknowledgment or affidavit be made before a justice of the peace, his official character shall be

* For contents of affidavit to mortgage by an officer of a corporation, see Buck vs. Gladfelter, 122 md. 34,

certified to by the Clerk of the Circuit or Superior Court under his official seal.

1916, ch. 596, sec. 15, par. 99B.

993. No charter or other paper, which is not in conformity with law, shall be received by the State Tax Commission for record.

Ibid, sec. 50. 1888, art. 23, sec, 42. 1868, ch. 471, sec. 37. 1876, ch. 349. 1890, ch. 339. 1892, ch. 39. 1894, ch. 557.

1908, ch. 240, sec. 75. 100. Every corporation formed under this Article shall have, until forfeiture, the right of perpetual succession; and all provisions in the charter or certificate of any existing corporation or imposed upon it by any Act in force at the time of its creation or formation, limiting its duration, are hereby annulled and repealed.t

1916, ch. 596, sec. 15, par. 100a. 100A. No corporation shall hereafter interpose the defense of usury in any action.*

Ibid, sec. 49. 1888, art. 23, sec. 41. 1886, ch. 49. 1908,.ch. 240, sec. 76.

101. When the value of the property owned by any charitable or benevolent society or corporation, incorporated under any general or special law of this State, or the income of such charitable or benevolent society from such property was, when the said property was acquired within the limit or limits prescribed by law for the tenure and enjoyment of such property or income, but has hereafter increased in value, such benevolent or charitable association or corporation may lawfully hold, enjoy, use and deal with the increased value of said property or property derived therefrom, or with the increased income derived therefrom, for its said charitable and benevolent purposes in the same manner and to as full an extent as it

† Prior to the Act of 1908, of which this section is a part, the law limited the existence of corporations to 40 years, but this provision has abolished this limi. tation, except as to Banks and Trust Companies hereafter formed under a separate Article of the Code (see Art. 11, secs. 21 and 42). All corporations created prior to the passage of the Act of 1908 have probably had their existence extended for an unlimited time by this section.

* By chapter 374, passed on the same day, a similar provision was acted, except that after the word "action" it provided “at law or in equity."

en

« ՆախորդըՇարունակել »