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968

its business is transacted. 7


However, by express enactment, a corporation, a majority of whose stock is he]d
by aliens, is, for some purposes, deemed
to be a foreign corporation.6 A domestic
corporation does not become a foreign
corporation merely by accepting from another state a grant of the right to own
property and to transact business in such
other state. 9

Federal corporations.
A federal corporation operating within
a stale is considered a domestic corporation rather than a foreign corporation. 10
The United States government is a foreign
corporation with respect to a state. 11

969 Status

Research References
West's Key Number Digest, Corporations
ew6:31
A corporation exists only in contem7

0kla.- Magna Oil & Refining Co. v. Uncle


Sam Oil Co., 1921 OK 79, 81 Okht. 8, 196 P. 142
(1921).

Administrative offices
Location of corporaLe administrative offices in
particular jW"iscliction waH not Lhe same as being
created or organb:ed wit.h.in that jurisdiction for
purposes of es tablishing nationality of the
corporation.
U.S.-Compagnie Financiera De Sllez et de
L'Union Pari::~ienne v. U. S. , 20::! Ct. Cl. 605, 492
F.2rl 798 (1974).
9
Wash .-Hastings v. Anacortes Packing Co.,
29 Wash. 224, 69 P. 776 (1902).
9
U.S.-Philippine Sugar EstaLe!:i Development
Co. v. U.S., 39 Ct. Cl. 225, 1903 WL 815 (1904).
Ohio-Laniler v. Burke, 65 Ohio St. 532, 63
N .E. 69 {1902).
10
Aln.- Ex parte First Alabama Bank of
Montgomery, N.A., 461 So. 2d 1315 (Ala. 1984).
Pa.-Com. v. First Pennsylvania Overseas
Finance Corp., 425 Pa. 143, 229 A.2ct 896 (1967).
11
N .Y.-ln re Merriam's E state, 141 N.Y. 479,
::l6 N.E . 505 (1894), aff'd , 163 U.S. 625, 16 S. Ct.
1073, 41 IcJ. Ed. 287 (1896).

[Section 9691
1

472

U .S.-Magna Oil & Refining Co. v. WhiLe

CORPUS JuRIS Sll:cUNDuM

plation, and by force, of the law, and


where that law ceases to operate the
corporation can have no eJtistence.

A corporation exits only in contemplation of law and by force of t.he law, and
where that law ceases to operate, the
corporation can have no existence. 1 A
state cannot impose one of its artificial
creatures on another sovereignty .nor
confer on its incorporators powers to lawfully exercise beyond its jurisdiction,2
Rather, a corporation must. dwell in the
place of its creation, and cannot migrate
to another sovereignty.3
A corporation can exercise none of the
functions and privileges conferred by its
charter in any other state or country as a
legal or constitutional right, but only by
the comity and consent of such state or
country. 4

Migratory or tramp corporations.


Organizations composed of persons who
Star Refining Co., 2RO F. li2 W .C.A. 3d Cir. 1922).
Cal.- People v. Alaska P ac. S.S. Co., 182 Cal.
202, 187 P. 742 (]920).
TIL-Joseph T. Ryerson & Son v. Shaw, 277
111. 524, 115 N.E. 650 (1917).
2
Ala.-Statc v. Atlantic Coast LineR. Co., 202
Ala. 558, 81 So. 60 (1918).
IlL- Joseph T. Ryerson & Son v . Shaw, 277
Ill . 524,1Hi N.E. 650 (1!:117).
Pa.-F. E. Nugent Funeral Home v. Beamish,
315 Pa. 345, 173 A. 177 (1934 ).
3
U .S.- Croarn of Wheat Cu. v. Grand Forks
Cutmty, N.D., 253 U.S. 325, 40 S. Ct. 558, 64 L. E(l.
931 (1920).
Ky.- American Barge Line Co. v. Board of
Sup'rs of Tax of .JBfferson County, 246 Ky. 573, 55
S.W.2d 416 (1932).
Mont.-Allen v. Montana Refining Co., 71
Mont. 105, 227 P. 582 (1924).
"u.S.- Hemphill v. Orlofl', 277 U.S. 537, 48 S.
Ct. 577, 72 L . Ed. 978 (1928).
Cal.-BoLeler v. Conway, 13 Cal. App. 2d 79j
56 P.2d 587 (2d Di~:~L. 1936).
Ill. -HaU v. Woods, 321) Til. 114, 156 N.El.
258 (1927).
S.D.- Tbomson v. Meridian Life Ina. Co ..
Indianapolis , Ind., ::l8 S .D. 570, 162 N.W. 373
(1917).

970

CoRPORATIONS

have incorporated under the laws of a


state other than that of their residence
for the purpose of doing all or the greater
part of their business in the stat{) of the
residence of such persons, or in another
state than that of the creation of the
corporation, are known as migratory or
''tramp" corporations. 6 The courts of a
state will not recognize the existence as a
valid corporation of a corporation of another state which is in fraud and evasion
of the laws of the state where organized. 0
A domestic cou1t can go behind the
charter of a foreign corporation for the
purpose of inquidng under what circumstances and for what purpose outside the
charter it was incorporated only on the
ground that the charter was obtained in
fraud or evasion of the laws of the state
that granted it, or for the purpose of evading the provisions of the local laws.7
The mere fact that citizens of one state
have gone into another and become incorporated there under the laws of that state
for the purpose of doing business as a
corporation within lhe state of their residence, or elsewhere than in Lhe state of
incorporation, will not prevent such corporation from acting and being recognized
as a valid foreign corporation in states
other than that of its creation. 8
970

Status-Recognition by comity

Wis.-State v. Dammann, 198 Wis. 26fi, 224

N.W. 1:39 (1929).


5Ky.-

Cumberland Telephone & 'l'elegraph


Co, v. Louisville Home 'l'olephone Cu., 114 Ky. 892,
24 Ky. L. Rptr. 1676, 72 S.W. 4 (1903 ).
6
N .Y.-Domarest v. Grant, 128 N.Y. 205, 28
N.E. 64n (1891).
Tex.-Empira Mills v. Alston Grr>ceTy Co., 15
S.W. 200, 4 WiiiRon 346 (Tex. Ct. App. 1891), afi'd
on. reh'g, l n S.W. 505, 4 Wilh!On 346 (Tex. Ct. App.
1891).
7
N.Y.- Demarest v. Grant, 128 N.Y. 205, 28
N.E. 645 (1891).
6
Ark.- Boyington v. Van Etten, 62 Ark. 63,
35 S.W. 622 (1896).
N.C.-'l'roy & North Carolina Gold Mining
Co. v. Snow Lumber Co., 173 N.C. 593, 92 S.E. 494

Research References
West's Key Nurnbe1 Digest, Corporations
e:->6::11, 654
Under principles of comity, and except as otherwise provided by statutory or conetltutional provisions, a
cm-poration created in one state or nation ls permitted to exercise its powers in anotber state where not prohibited by public policy.

Under principles of comity, and except


as otherwise provided by constitutional or
statutory provisions, a co1poration created
by any state or nation is permitted to
enter other staLes, and there to exercise
all legitimate powers conferred on it and
to carry on as a corporation any business
not prohibited by the local laws or agai11st
the local public policy.,
The rules of comity are subject to local
modification by the law-making power/
but until so modified they have the controlling force of legal obligation, and it is
the dnty of the courts to observe and
enforce them until the sovereign otherwise
directs.3
The comity involved is the comity of the
state, not of the courts, and the judiciary
must be guided by the principles and
policy adopted by the legislature. 4 This
comity must be presumed to exist, and
does exist, until a state expresses an
intention to the contrary in some affirma(1917).

rsection 970]
1
U.S.-National Carbon Co. v. Bankers' Mortg.
Co. of Topeka, K..<m., 77 F .2d 614 (C.C.A lOth Cir.
1935).
CaL-Commonwealth Acceptance Corp. v.
Jordan, 198 Cal. 618, 246 P. 796 (1926).
Fla. -Hcrbert H . Pape, Lnc., v. Finch, 102
Fla. 425, 136 So. 496 (1931).
Miss.-Springfield Grocery Co. v. Devitt, 126
Miss. 169, 88 So. 497 (1921).
~ex.-Scharbauer v. Lampasas County, 235
S .W. 533 (Tex.. Comm'n App. 1921).
3
CaL- Commonwealth Acceptance Corp. v.
,Tnrdan, 198 Cal 618, 246 P. 796 (1926).
"Tex.-Scharbauer v. Lampa~:~aa County, 235
S.W. 533 (Tex. Comm'n App. 1921).

473