A. D. 1912. the same, together with any unpaid installments on such subscriptions, may be recovered in any Court having juridiction of the aggregate amount so due, or the stock may be sold for cash after twenty days' notice, advertised in the nearest newspaper; and if at any such sales the su bid should not be sufficient to satisfy and discharge the amount so due, together with the costs and charges incider: to such sale, the subscriber in default shall be liable for any deficiency, and the same may be recovered in the name of the corporation in any Court having jurisdiction. The books, papers and accounts of said bank shall be open to inspection under such regulations as may be prescribed by law. A. D. 1912. CHAPTER XLIV. Foreign Corporations, Generally. Rights and privileges granted Copy of charter and by-laws Copies to be furnished and re- To be subject to State Courts. How foreign railroad corpora- SEC. 2380. Irregularity not to vitiate 2381. Foreign railroad to become 2383. How foreign railroad corpora- 2384. No charter to be granted un- 2387. Provisions shall not apply to 2388. Exceptions. 2389. Liability to actions for dam- 2391. Penalty for non-compliance. ion 2367. Foreign corporations duly incorporated Rights and privileges the laws of any State of the United States, or of any granted to foreign corpon country in treaty and amity with the said United rations. are hereby permitted to locate and carry on business Civ. '02, 1779; 1904, the State of South Carolina in like manner and with XXIV, 436. owers as corporations of like kind and class created the laws of this State, subject, nevertheless, to the and conditions in this Chapter hereafter set forth. h-American Mortgage Co. v. Jones, 76 S. C., 219; 56 S. E., 983; 77 49; 58 S. E., 417. Failure to comply with Statute does not avoid before conviction.-Galletley, Receiver, v. Strickland, 74 S. C., 394; 576. Times for Act to apply. Civ. '02, 2368. Any and every such foreign corporation ownroperty or doing business in this State on the 1st day ly, 1894, shall, within sixty days after the 1st day of 1780. 1894, and any and every such foreign corporation shall acquire property or commence to do business in A. D. 1912. this State after the 1st day of July, 1894, shall, within sixt days after so acquiring any property or commencing to de Stipulation business in this State, file in the Secretary of State's office to be filed. in this State a written stipulation or declaration, in due Location. Service legal papers. charter and 1781. form, designating some place within this State as the pri cipal place of business or place of location of said corpora tion in this State at which all legal papers may be served on said corporation by the delivery of the same to art officer, agent or employee of said corporation found thereon: of or if none such be found thereon, then by leaving copies of the same on the premises, and that such services shal have like force and effect in all respects as service upon citi zens of this State found within the limits of the same. Copy of Sec. 2369. In addition to the same, said corporations are by-laws. hereby required to file in the office of the Secretary of State. Civ. 02, together with the written stipulation or declaration aforesaid, copies of their charter and by-laws, with all amend ments of the same that may from time to time be made. within sixty days from the date of making the same. Ir Sworn state- addition thereto, the said corporations are required to file annually, in the office of the Secretary of State, on or before the thirty-first day of January, a statement, sworn to br some officer of the corporation, showing the residence and postoffice address of such corporation, the amount of capital stock of the same actually paid and the names of the President and Secretary (if there be any such) and the Board of Directors, with their respective places of resi dence and postoffice addresses. ment. Contents. Coples to be furnished. Sec. 2370. Any person applying for the same shall be entitled to copies, duly certified, of all the foregoing papers Civ. '02, § required to be filed upon payment of the customary fees. and the same shall be admitted in the Courts as competent in evidence. evidence of all matters appearing thereon. 1782. And received failing to file pers; pen Corporation Sec. 2371. Any such foreign corporation failing to file certain pa any of the papers herein before required to be filed, shall be hereinbefore liable to a forfeiture of five hundred dollars to the State. Civ. 02 to be recovered at the suit of the State in the Court of Com alty. 1783: 1905, XXIV, 902. mon Pleas, for any County in the State. Galletley, Receiver, v. Strickland, 74 S. C., 396; 54 S. E., 576. A. D. 1912. Foreign cor ing business Jurisdiction 2372. In addition to all conditions now required by it shall be a further condition precedent to the right porations doy corporation created by or under the laws of any in this State of the American Union or of the District of Colum- subject to the or of any foreign government, to do business in this of the State. that all actions or suits arising out of the business or ngs of such foreign corporation with any citizen or ration of this State, or pertaining thereto, commenced e Courts of this State, shall be tried therein, any usage w to the contrary notwithstanding. v. Ry. Co., 72 S. C., 480; 52 S. E., 223. Civ. '02, 1784. to the juris State Courts precedent to . 2373. It shall be a further condition precedent to, Submission ight of any such foreign corporation to do business in diction of the State, that it shall be taken and deemed to be a part a condition parcel of all contracts entered into between such foreign do business in rations and a citizen or corporation of this State, and Civ. '02, § e essence of such contracts, that all suits or actions of 1785. kind whatsoever arising out of such contracts or perng to the same commenced in the Courts of this State be tried therein, any usage or law to the contrary notstanding. the State. clared to be Civ. '02, § .2374. It shall be a further condition precedent to The above ight of any such corporation to do business in this conditions dethat it shall be deemed and taken to be a part and the essence of all contracts of all contracts entered into between such corpora- corporations. with foreign and a citizen or corporation of this State, and of the ce of such contracts, that in all suits or actions aris- 1786. ut of such contracts, or pertaining thereto, the Courts is State shall have exclusive jurisdiction thereof where actions or suits are commenced in the Courts of this , saving to any party to such action or suit the right peal to the Supreme Court of the United States as may ovided by law. tgage Company held to do business in this State by lending money on ere.-British-American Mortgage Co. v. Jones, 76 S. C., 220; 56 S. E., Additional condition pre this cedent of for eign corpora . 2375. It shall be a further condition precedent to right of any such corporation to do business in , that it shall be taken and deemed to be the fact, tions doing uttable, and part and parcel of all contracts entered this State. between such corporation and a citizen or corporation 1787. business in Civ. '02, § A. D. 1912. All corporations doing this State ed as doing Civ. '02, § of this State, that the taking or receiving, from any citizen or corporation of this State, of any charge, fee, payment, toll, impost, premium or other moneyed or valuable consid eration, under or in performance of any such contract, or of any condition of the same, shall constitute the doing of its corporate business within this State, and that the place of the making and of performance of such contract shall be deemed and held to be within this State, anything contained in such contract or any rules or by-laws of such corporation to the contrary notwithstanding. Sec. 2376. All such corporations hereafter doing business business in in this State, as defined in this Chapter, shall be deemed shall be deem- and held to be doing such business under and in pursuance business un- of the terms and conditions of this Chapter, and that such der this Act. terms and conditions shall be deemed and taken in all the Courts of this State to be a part and parcel of all contracts hereafter entered into between such corporations and a citizen or corporation of this State, anything contained in any such contract or in any rules or by-laws of such corporation to the contrary notwithstanding. 1788. Administration of assets poration. Civ. '02, 1789. Sec. 2377. It shall and may be lawful for any Court of of foreign cor- competent jurisdiction in this State to take possession of. wind up, administer and marshal the assets in this State of any such foreign corporation (in like manner and in like cases as by law may be done with respect to corporations chartered under the laws of the State) for the protection of any and all citizens of this State who may be stockholders or creditors of such foreign corporations, as in the case of legatees and creditors (citizens of this State) of deceased persons whose domicile was, at the time of their decease outside this State, in respect to assets within this State. Subject to laws. 1790. Resident creditors cannot appropriate assets to the exclusion of other creditors. Wilson v. Keels, 54 S. C., 545; 32 S. E., 702. Sec. 2378. All and every such foreign corporation carrying on business or owning property in this State shall be Civ. '02, subject to the laws of the same in like manner as corpora tions chartered under the laws of this State, but nothing herein contained shall be construed to permit any such foreign corporation to exercise any franchise or enjoy any privilege or immunity other than the right to own property and carry on business in like manner as individuals, natural Limitations. |