citizens of such State of the United States or of n countries, might do, and subject to the terms and ions of this Chapter. rty of foreign corporations complying with this Act, still subject to ent.-Williamson v. Eastern B, & L. Ass'n., 54 S. C., 582; 32 S. E., A. D. 1912. corporations charter in 1053; 1909, what must be 2379. Each and every railroad company or railroad How forcation created or organized under or by virtue of the eign railroad of any government or State other than this State and may obtain a ockholders, owners or projectors thereof, desiring to this State. roperty or carry on business or exercise any corporate 1902, XXIII, ises in this State whatsoever, shall first apply for and xxvİ, 54. - a charter and become incorporated as a corporation is State in the following manner, that is to say: corporation and the stockholders, owners or projectors of shall file or cause to be filed in the office of the tary of State a copy of the charter of said corporation, authenticated in the manner directed by law for the ntication of the statutes of the State or country under laws such corporation is chartered or organized, panied by a petition signed on behalf of said comby its president and secretary and by one or more stockholders of said company, setting forth: (1) the Petition; of the company or corporation and the State or gov- set forth. ent under the laws of which it was created or organ(2) the residence of the stockholder or stockholders g in the petition; (3) the place at which the company Es principal place of business and the place at which proposed to maintain a principal office or place of ess in this State; (4) the total authorized capital stock ch company; (5) that the company or corporation by id officers and the stockholder or stockholders signing etition thereby apply on behalf of the corporation and half of all its stockholders, owners and projectors to be porated under the laws of the State of South Carolina, power to own property and carry on business and ise the corporate franchises of said company in this as a railroad corporation organized under the laws of Carolina; (6) any other matter which it may be desirto set forth in said petition. At least one of the stockers signing said petition shall be a resident of this A. D. 1912. State. Upon the filing of said petition and of the copy of the charter of said company and the payment of the filing fees fixed by law and the charter fees provided in Section 2385, the Secretary of State shall issue a certificate to sail corporation or company and the stockholders, owners or projectors thereof, to be known as a charter, that the said corporation or company and the stockholders, owners and projectors thereof have been fully organized and incor porated under the laws of South Carolina under the name and for the purposes indicated in said petition, with the powers given by or under such charter on file with the Secre tary of State not inconsistent with the laws of this State. including power to acquire or purchase on such terms as shall be agreed upon, from any other corporation or owner or owners or at judicial or foreclosure or other sale, and to build, lease, own and operate lines of railway and other property in this State, with all rights, powers, immunities. privileges and franchises, thereto belonging, and to carry on its business and exercise its corporate franchises in this State, and to hold its meetings of stockholders and directors and to make contracts and conduct its business within or without this State, but in all cases such certificate shali contain the further provision that such company is a body politic or corporate and as such may sue and be sued in any of the courts of this State, and shall be entitled to all the rights and privileges and subject to all the liabilities of railroad corporations embraced in what is called the General Railroad Law, being Chapter L of Volume I of the Code of Laws of South Carolina, 1912, and the Acts amendatory thereof, as well as any Acts now existing or hereafter to be passed regulating the duties, privileges and liabilities of railroad companies. The petition and said certificate shall be recorded by the Secretary of State in books kept by him for that purpose, and a copy of said certificate and a copy of the said charter filed in the office of the Secretary of State as aforesaid shall be recorded in the office of the Register of Mesne Conveyances or Clerk of the Court of Common Pleas in each County in this State in which the proposed line of such company or corporation is or will be situate. A. D. 1912. 380. No irregularity in complying with the proof this Article shall be held to vitiate the incorpora- not to vitiate Irregularity der the laws of this State until a direct proceeding incorporation. side and annul the certificate issued by the Secretary > shall be instituted by the proper authority of the and all acts done and contracts entered into shall e same force and effect as if no irregularity had road to be domestic corpora 381. When the Secretary of State issues such a Foreign railte, such foreign railroad corporation and its stock-come owners and projectors shall ipso facto become a tion. c corporation, and shall ipso facto be incorporated he laws of this State, and shall enjoy the rights and ect to the liabilities of a domestic corporation and and be sued in the Courts of this State and shall ct to the jurisdiction of this State as a corporation under the laws of the State of South Carolina. poration, on complying with this Chapter, remains a non-resident te, within the meaning of the Act of Congress authorizing removal to the United States Courts.--Wilson v. So. Ry. Co., 60 S. C., 116; 701; Calvert v. Same, 36, S, E., 750; McCabe v. Same, 36 S. E., rruling.-Mathis v. Ry. Co., 53 S. C., 257; 31 S. E., 240. 7. A. C. L. By. Co., 80 S. C., 357; 60 S. E., 936; Best v. S. A. L. C., 479: 52 S. E., 223. standing compliance by a foreign corporation with these provisions, s a distinct entity as a foreign corporation, and is liable to be defend as such.-Elms v. Southern Power Co., 78 S. C., 323; 58 Charter in 382. If any such charter or any part thereof filed conflict with said in the office of the Secretary of State shall be in laws void. ention or violation of the laws of this State, such or such parts thereof so in conflict with the laws of te, shall be without effect in this State. railroad com in this State. 383. Each and every railroad company created How foreign nized under and by the laws of any government or panies may do her than this State, and now operating any railroad business in State, either as the owners thereof or otherwise, or gon any business or exercising any corporate franthis State, shall have on or before the first day of 002, applied for a charter of incorporation under s of this State, in the manner directed in Sections 80, 2381 and 2382 of this Article, and no such railmpany shall carry on business or exercise any cor A. D. 1912, No charter to be granted stockholder is this State. porate franchise in this State after the said date, without having complied with the provisions of this Article. Sec. 2384. That no charter shall be granted to any such unless one railroad company under the provisions of this Article or a resident of under the provisions of Article IV of Chapter XLVIII of Part I of this Code, unless at least one of the stockholders is a resident of this State, and all privileges heretofore acquired by any such railroad companies doing business in this State are hereby revoked and repealed on and after June 1, 1902, unless such companies have complied with the requirements of this Article. complying Code excused other fees. Companies Sec. 2385. That all persons applying for the incorporawith Civil tion of any railroad company, under the provisions of this from paying Article, shall pay the fees required by Article IV, referred to above, except such railroad companies as have complied with the provisions of an Act to provide for the incorporation of railroad companies, approved March 9, 1896, and paid the fees fixed by said Act as amended by an Act. approved the 5th day of March, A. D. 1897. law. Penalty for Sec. 2386. That it shall be unlawful for any such foreign failure to comply with railroad company to do business, or attempt to do business, in this State without first having complied with the requirements of this Article. Any violation of this Article shall be punished by the forfeiture to the State by the party offend ing of a penalty of five hundred dollars, to be recovered by suit in the Court of Common Pleas, for each and every County in which such offender does or attempts to do business, or in any other Court of competent jurisdiction. And it shall be the duty of the Attorney-General to bring suit for recovery of such penalty for each and every offense. 1 Shall not apply to consolidations. Exceptions. Sec. 2387. The provisions of this Article shall in no way abrogate or repeal the right of railroad companies to consolidate according to law or effect consolidation already made according to law, when at least one of the corporations so consolidating is a corporation of this State, with stockholders resident in this State. Sec. 2388. The foregoing provisions of this Article shall not be construed to extend to any corporation that may have heretofore become domesticated under the laws of this State passed in accordance with the terms of the Constitution of 1895. A. D. 1912. Liability to damages. for 389. Any railroad company referred to in Sections and 2388 of this Article, may for all causes of actions for injury to the person or property of any citizen State, along the line of road, arising hereafter in ration of any line of railroad which was originally ed and operated under the laws of this State, ich is now owned or leased and operated by it, d jointly with the company originally incorpothis State, and which owned and operated said line oad; and said railroad company originally chartered State, or said consolidation of railroads, shall be and liable upon all such causes of action, and may be party defendant in all actions for such injuries. 390. The provisions of this Article shall in no wise Exceptions. o such railroad or railway companies which have complied with the prior laws of this State in force ime. - Co. v. Tompkins, 48 S. C., 52; 25 S. E., 982; Wilson v. So. Ry. E., 701. A foreign corporation could not, prior to this statute, e stock and management of a domestic competing line.-State v. - Ry. Co., 45 S. C., 470; 23 S. E., 283. panies must 1794. 391. It shall be unlawful for any such foreign Foreign com e State may question the alien's right. The assignee of an alien See only hold 500 acres land. 1795. 2392. No alien, or corporation controlled by aliens, Aliens can n his or its own right or as trustee, cestui trust que at, shall own or control, within the limits of this Civ. '02, § more than five hundred acres of land: Provided, ection shall not apply to land purchased under pro- Exception. s, either by action or power of sale, to foreclose any ze hereafter acquired by any alien or corporation ed by aliens, purchasing the same, but in such case |