Page:Harvard Law Review Volume 9.djvu/130

102 HARVARD LAW REVIEW, for offices and stores; but if foreign corporations may legally acquire, hold and convey land in the State at pleasure, there is no limitation upon the amount which they may acquire and convey, except their ability to purchase and pay for land. The Appellate Court declared that it was '* not confined to any such narrow ground as a construction of the particular acts referred to, and that in its judgment the learned General Term justices, if they had not overlooked, had failed to give due weight and signifi- cance to other provisions upon the statute books. A general law passed in 1892 accords to all foreign stock corporations the same right to transact their business in the State as domestic corporations have, if it be one which the latter may also lawfully transact, and pro- vided there has been compliance with certain stated requirements.^ Another general law provides for the formation of domestic cor- porations to carry on "any lawful business." Dealing in the pur- chase and sale of lands is held to be a lawful business. While the Statute of 1877 contains a limitation upon the right of foreign cor- porations to hold real property, with respect to time, the subsequent act of 1887 is in the direction of removing such or any limitation, and, finally, the Statute of 1892 allows all foreign corporations to do business in the State, upon compliance with conditions named, and places them upon a similar footing with domestic corporations as to the transaction of corporate business. The special legislation which has been procured by foreign corporations does not, it is held, indi- cate any policy of the State in the matter. If special enabling acts have been procured, in particular cases, the Court say, they do not necessarily disprove the general right. Prudence and cautious 1 The material part of the law of 1892 is as follows : No foreign stock corporation other than a monied corporation shall do business in this State without having first procured from the Secretary of State a certificate that it has complied with all the requirements of law to authorize it to do business in this State, and that the business of the corporation to be carried on in this State is such as may lawfully be carried on by a corporation incorporated under the laws of this State for such or similar purposes. . . . The Secretary of State shall deliver such certificate to every such corporation so complying with the requirements of law. . . . No foreign stock corporation doing business in this State without such certificate shall maintain any action upon any contract made by it in this State until it shall have procured such certificate. Before granting such certificate the Secretary of State shall require every such foreign corpora- tion to file in his office a sworn copy of its charter or certificate of incorporation, and a statement under its corporate seal, particularly setting forth the business or objects of the corporation which it is engaged in carrying on, or which it proposes to carry on, within the State, and a place within the State which is to be its principal place of busi- ness, and designating a person upon whom process against the corporation may be served within the State. The person so designated must have an office, &c.