Proviso.

Further proviso.

Gifts, etc.,

may receive, etc.

sary legal documents. It may sell, mortgage and dispose of its personal property; and may mortgage and incumber its real estate. It may acquire real estate by gift, purchase or devise for the purpose of having and holding land and buildings for its own use and occupancy, including a pastor's residence, a church cemetery, church and Sunday school buildings and grounds and church society buildings and grounds, and may sell or mortgage such real estate; shall have and enjoy all the rights, privileges and immunities, so far as any church cemetery owned by it is concerned, which corporations organized to establish rural cemeteries have and enjoy under the laws of this state: Provided, That the right to sell, convey or mortgage such real property shall be subject to such restrictions and conditions as may be prescribed by the rules of discipline, articles or by-laws pertaining to each such corporation: And provided further, That every such church corporation in so far as it holds any property in trust for religious, charitable, benevolent, educational or social purposes, shall be deemed to be a trustee corporation within the meaning of this act and governed by the provisions of chapter one of this part, excepting as herein otherwise provided.

(171) SEC. 8. Any religious society or church incorporated under any law of this state may receive, hold, and use gifts or bequests of money or other property for any special religious, benevolent, charitable, educational, social or other purpose enterprise or project connected with such church or society or may receive such gifts or bequests to be by such society or church invested in whole or in part in the name of such society or church, the net income therefrom to be by such society or church used for any of said purposes, according to the terms of such gifts or bequests. All real estate so received and not used by such society or church for any of such purposes shall by such society or church be sold within ten years and the proceeds therefrom shall be used or invested Investments. according to the terms of such gift or bequest. All such in

Proviso.

vestments made by such society or church shall be in such real estate, mortgages or bonds, as may at the time be authorized by the laws of this state or by the laws of the United States of America for the investment of savings deposits of incorporated banks. The trustees, vestrymen, consistory, or other governing body of any religious society incorporated under the laws of this state, may in their corporate name receive gifts and bequests of money for investment upon bond and mortgage when the interest of such investment is to be applied in payment or part payment of the salary of the minister, priest, rector, parson or clergyman of such religious society: Provided, That sums of money, mortgages or investments so held by any such society shall be invested by the trustees, vestrymen, consistory, or other governing body, in their corporate name, upon bonds secured by mortgage upon unincumbered real estate, worth at least double the amount loaned thereon.

of churches

(172) SEC. 9. Nothing in this chapter contained shall be Powers, etc., construed as limiting or restricting the rights, powers, privi- not restricted. leges, immunities or the practices of any church heretofore established or incorporated under any law of this state; nor as requiring any such church to alter or change any rule of discipline, custom or usage in respect of its church policy or government; nor as interfering with the lawful acquisition, use or disposition of any property now owned or held by any such church corporation. The provisions of this chapter shall be liberally construed in the interests of religion and morality.

PART V.

Foreign Corporations, Reports and Schedules of Repeals.

CHAPTER 1.

Foreign Corporations.

authority,

(173) SECTION 1. It shall be unlawful for any corporation Certificate of organized under the laws of any state, district or territory of how procured. the United States, except the state of Michigan, or of any foreign country, to carry on its business in this state, until it shall have procured from the secretary of state of this state a certificate of authority for that purpose. To procure such certificate of authority every such foreign corporation or association shall comply with the following provisions: It shall file in the office of the secretary of state a certified copy of its charter, or articles of incorporation, and file evidence of appointment of an agent in this state to accept service of process on behalf of said corporation, and shall pay to the secretary of state the filing, and franchise fees prescribed by law. Such To file statecorporation, by its president, secretary, treasurer and superintendent, or any two of them, shall make and file with the secretary of state a statement duly sworn to by at least two of such officers, in such form as the secretary of state may prescribe, containing the following facts:

First, The location of its principal office and its principal place or places of business, and the names and addresses of its principal officers;

Second, The location of its principal office and the principal place of business in Michigan, and the name and addresses of the officers or agent of the company in charge of its business in Michigan;

Third, The total value of the property owned and used by the company in its business, giving its location and general character and stating separately the value of its tangible property, of its cash and credits, its franchises, patents, trademarks, formulas and good will;

ment.

What to

contain.

of.

Fourth, The value of the property owned and used in Michigan and where situated;

Fifth, The total amount of business transacted during the preceding year and the amount of business, if any, transacted in Michigan;

Sixth, Such other facts bearing on the matter as the secretary of state may require, including a statement of the particular purpose, or the particular kind of business for which the Franchise fee, company desires admission to this state. From the papers so determination filed and the facts so reported and any other facts coming to his knowledge bearing upon the question, the secretary of state shall compute and determine the amount of the franchise fee to be paid by such corporation before its admission to this state, as prescribed by law. Any such corporation shall have the right, on application, to be heard by the secretary of state touching the matter of the determination of such franchise fee. Any corporation aggrieved by the decision of the secretary of state, may, within ten days, appeal to a board of appeal, consisting of the auditor general, state treasurer and attorney general, whose decision in the matter shall be final.

Appeal.

Certificate of authority, when issued.

Proviso.

The matter of admitting foreign corporations to do business in a state is absolutely within the discretion of the legislature. It is granted, not as a matter of right, but as a matter of comity.-Mortgage Co. v. Secretary of State, 150/202. It is unnecessary for a foreign corporation bringing suit in this state to allege in its declaration that it has complied with the statute. Compliance is presumed.-Pittsburg Coal Co. v. Northy, 158/541. Under the plea of the general issue the incorporation of the plaintiff is practically admitted.-Imperial Curtain Co. v. Jacob, 163/76. As to what constitutes doing business within the state, see Lange Medical Co. v. Brace, 186/462. A contract by a foreign corporation for the sale and installation of a new elevator and the making of repairs upon another elevator, is the transaction of business within the meaning of the statute.-Haughton Elevator Co. v. Candy Co., 156/27. See People v. Crucible Co., 150/564; Young v. Moore, 162/61; Harvester Co. v. Circuit Judge, 163/56; Attorney General v. National Cash Register Co., 182/105. Where plaintiff, a foreign corporation, without having secured a certificate of authority to do business in this state, made a contract with an agent to secure contracts to show its motion pictures in the theatres of various cities in this state, said contracts being subject to plaintiff's approval, it was carrying on business in this state without authority so to do.-Rex Beach Pictures Co. v. Garson Productions, 209/692. See Decorators Supply Co. v. Chaussee, 211/302; Republic Motor Truck Co. v. The Buda Co., 212/55.

(174) SEC. 2. When such corporation has fully complied with the provisions of this act, the secretary of state may issue to such corporation a certificate of authority to carry on such business in this state for one year, and from year to year thereafter during the period of its corporate existence so long as the said corporation continues to pay its franchise fee and to otherwise comply with the laws of this state: Provided, That no such foreign corporation shall be permitted to transact business in this state, unless it be incorporated in whole or in part for the purpose or object for which a corporation may be formed under the laws of Michigan, and then only for such purpose or object. The secretary of state shall in the certificate which he issues state the act or section of this act containing such purposes and such corporation shall have all the powers, rights, and privileges and be subject to all, the restrictions, requirements and duties granted to or imposed upon corpora

when certifi

tions organized under such act or section; and the officers and directors of every such corporation shall be subject to all such requirements and duties as are imposed upon officers and directors of domestic corporations organized under such act or section, and shall be subject to the same penalties and liabilities for failure to preform any duties imposed by such act as are the officers and directors of domestic corporations organized thereunder: Provided, That the carrying on in this state Proviso, by such corporation of business for which it has not been so cate revoked. admitted or failure to fully comply with the requirements of the laws of this state shall be sufficient cause for revoking the certificate of authority to do business in this state, and the secretary of state may revoke such certificate and shall promptly notify such corporation of such revocation and the reasons therefor by notice sent by mail to the home office of such corporation. All foreign corporations, including also common carriers, heretofore or hereafter admitted to this state shall be deemed to be admitted under and be subject to the provisions of this act: Provided, however, That nothing in this Proviso. chapter contained shall be construed as exempting any foreign corporation from complying with any law bringing it under the jurisdiction of the Michigan public utilities commission for any purpose.

A foreign corporation authorized in the state of its birth to conduct telephone and telegraph business is not entitled to be admitted to do business in Michigan under this act (206, P. A. 1901). Domestic corporations are not capable of transacting both kinds of business.--American Telephone, etc., Co. v. Secretary of State, 159/196. Where a foreign corporation obtains from the secretary of state a certificate of authority authorizing it to do business in Michigan under the provisions of Act 232 of 1903, it is for the purposes of suit and service of process a domestic corporation under said act.-Yund V. Excelsior Wrapper Co., 185/146. See Republic Mctor Truck Co. v. The Buda Co., 212/55.

statement,

(175) SEC. 3. Every corporation which has paid a fran- Additional chise fee and been admitted to do business in this state, which when filed. shall thereafter increase its authorized capital, or shall increase the proportion of its capital stock, represented by property used and business done in Michigan, shall within thirty days after such increase file an additional statement in respect thereto with the secretary of state and pay such additional franchise fee on account thereof as may be prescribed by law. And any such corporation shall at any time when requested by the secretary of state, file an additional statement under oath of at least two of its officers, showing the proportion of its property used and business transacted in Michigan. Every corporation subject to the provisions of this chapter which shall neglect or fail to comply with its requirements, shall be subject to a penalty of not less than one hundred dollars nor more than one thousand dollars for every month that it continues to transact business in Michigan, without complying with the requirements of this act, to be recovered by action in the name of the people of the state of Michigan in any court of competent jurisdiction. No foreign corporation shall be capable of making a valid contract in this state until it shall have

Unlawful to act as agent for unauthorized corpoгаtion.

Not applicable to certain companies.

Certain foreign corpora

tions, fees,

etc.

fully complied with the requirements of the laws of this state with respect thereto, and at the time holds an unrevoked certificate to that effect from the secretary of state. No such corporation having appointed an agent to accept service of process shall have power to revoke or annul such appointment until it shall have filed notice of appointment of some other person in this state as such agent.

This statute is penal and the people are not liable for costs in a suit brought to recover the penalty. People v. Crucible Steel Co., 151/619. See Rex Beach Co. v. Garson Productions, 209/692; Detroit Mortgage Corporation v. Secretary of State, 211/320. A contract to equip a building in Michigan with an automatic fire sprinkler system, made by a foreign corporation which had not complied with the laws of Michigan to authorize it to do business or make contracts in the state, and which executed the contract entirely through sub-contractors, who manufactured and installed the system, furnishing both materials and labor, held a Michigan contract, and not an interstate transaction, which was void under the statute (C. L. Mich. 1915, § 9063 et seq.).-Phillips Co. v. Everett, 262 Fed. 341.

(176) SEC. 4. It shall be unlawful for any person to act as agent for any foreign corporation not authorized to do business in this state or in any manner to aid in the transaction of the business of such unauthorized foreign corporation in this state. Any person violating the provisions of this section shall be deemed guilty of a misdemeanor and upon conviction thereof, shall be punished by a fine of not less than fifty dollars, nor more than five hundred dollars for each offense, and in default of payment of such fine, shall be imprisoned in the county jail for a period of not less than thirty days nor more than one year, or he may be punished by both such fine and imprisonment at the discretion of the court.

People v. Crucible Steel Co., 150/565; Showen v. J. L. Owens Co., 158/332.

(177) SEC. 5. The provisions of this chapter shall not be applicable to such foreign corporations as are permitted to do business in this state by license issued by the commissioner of insurance, according to the provisions of law. The term "corporations" as used in this chapter shall be construed to include all associations, partnership associations and joint stock companies having any of the powers or privileges of corporations, not possessed by individuals or partnerships, under whatever term or designation they may be defined and known in the state where organized. Foreign corporations organized not for pecuniary profit may be admitted to carry on their lawful business within this state upon the same terms and under the same restrictions as apply to similar non-profit corporations organized under the laws of Michigan, and upon paying the same filing, privilege and other fees as are prescribed by law for similar domestic corporations.