Certificate of authority, how procured. To file statement. What to contain. PART V. Foreign Corporations, Reports and Schedules of Repeals. CHAPTER 1. Foreign Corporations. SECTION 1. It shall be unlawful for any corporation organized under the laws of any state, district or territory of 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 corporation, 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; 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 Franchise fee, which the company desires admission to this state. From the papers so 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. determination of. of the franchise fee to be paid by such corporation before authority, SEC. 2. When such corporation has fully complied with Certificate of the provisions of this act, the Secretary of State may issue when issued. 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 per- Proviso. mitted 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 corporations 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 perform 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 cate revoked. so admitted or failure to fully comply with the requirements of the laws of this state shall be sufficient cause for revok ing 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 Proviso. nothing in this 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. when certifi statement, SEC. 3. Every corporation which has paid a franchise fee Additional and been admitted to do business in this state, which shall when filed. thereafter increase its authorized capital, or shall increase Unlawful to act as agent for unauthorized corporation. Not applicable to certain companies. Certain foreign corporations, fees, etc. 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 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. 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. 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 Mich igan, and upon paying the same filing, privilege and other fees as are prescribed by law for similar domestic corporations. CHAPTER 2. Annual and Other Corporation Reports. reports. SECTION 1. Every corporation heretofore incorporated Annual, etc., under any law of this state, and now in existence, which by where filed, the law under which incorporated was not required to make etc. or file an annual report, or which was required only to make such report as might be required by the Attorney General of this state from time to time, or whose articles were not required to be filed with the Secretary of State, shall, on or before the first day of January, nineteen hundred twentytwo, make and file with the Secretary of State a report showing the name of such corporation, the location of its principal office, the term for which incorporated, the act under which incorporated or re-incorporated, the names and residences of its officers and directors, the purposes of such corporation, its authorized capital stock, if any, and the inventoried value of all property held or owned by such corporation at the time of filing such report. It shall be the duty of the directors or trustees of every such corporation to make and file the report herein required, and upon such form as may be prescribed by the Secretary of State. The Index of Secretary of State shall make an index of all of the reports filed pursuant to this section, and file all such reports along with the other corporation records in his office. This section shall not be construed as applying to corporations filing articles or reports with the Insurance Department or the Banking Department, or with the Michigan Public Utilities Commission, but shall include all other corporations other wise exempted under the provisions of section eight of chapter one, part one, of this act. reports. corporations. SEC. 2. All domestic corporations of whatsoever nature nomestic whose purposes and objects do not include business for pecuniary profits, including those organized under act number one hundred seventy-one of the Public Acts of nineteen hundred three, all ecclesiastical and educational corporations, all such corporations of the nature embraced in chapters two and three of part three of this act, and all corporations referred to in section one of this chapter and all trustee corporations operating not for profit, shall file a report with the Secretary of State, similar to that required in section one hereof, in the year nineteen hundred twenty-four and every third year after. Such reports shall be filed in the months of When filed. July or August of the year in which filed. SEC. 3. The Secretary of State may call upon the several Additional Incounty clerks or registers of deeds, for any information re- who to furnish. formation, Filing fee. Articles, etc., where filed. Copies, to whom furnished. Annual re show. May require additional information. specting the corporations referred to in the foregoing sections, and such officers shall furnish such information as may be so demanded. With every report forwarded to the Secretary of State pursuant to sections one and two of this chapter, the corporation forwarding the same shall also send a filing fee of two dollars, which fees when received shall be deposited in the state treasury and credited to the general fund of the state. SEC. 4. Hereafter it shall not be necessary for any corporation to file its by-laws with any county clerk. All articles, amendments thereto, and annual or other periodic reports of corporations shall be originally filed with the Secretary of State, and copies thereof shall be prepared by the corporation itself in each instance to be certified by the Secretary of State and forwarded for filing in the office of the county clerk of the county where such corporation has its principal office or place of business. The county clerks shall keep their corporation records and files in such manner and form as to readily show the proper classification to which each corporation belongs, alphabetically arranged as to names and other indexing. SEC. 5. Every corporation organized for pecuniary profit, ports, what to including every foreign corporation admitted to carry on business in this state, shall annually, in the month of July of August, make duplicate reports showing the condition of such corporation on the thirtieth day of June, next preceding, on suitable blanks to be furnished by the Secretary of State, as hereinafter provided. Such report shall furnish the Secretary of State with all information and facts necessary for the computation of the annual franchise fee provided for by law. The Secretary of State is hereby authorized to require of any corporation any additional information that may be needed after the filing of its annual report for the purpose of computing such fee. Such report shall state the amount each of common and preferred capital stock authorized, and the amount thereof, subscribed for, and the amount thereof actually paid in cash, and the amount thereof paid in prop.erty; the total value as near as may be estimated of all property owned by the corporation; the value of different items or classes of property as follows: Real estate used in its business; real estate not used in its business; goods, chattels, merchandise, material and other tangible property; patent rights, trade marks and formulas; good will; and all other property including surplus, reserve funds and sinking funds, specifying the kind; value of all credits owing to the corporation; the amount of debts of the corporation; the name and postoffice address of each officer and director of the corporation, and such other information as the Secretary of State may require. It shall be the duty of the Secretary of State on application of such corporation to mail to each corporation which is subject to the provisions of this act, suitable blanks for making the reports and returns required by law. Blank forms to be mailed. |