permitted to do so by the latter State.1 A corporation which by its charter is allowed to act only in its own State cannot anywhere maintain a suit based on action outside its State. A national bank is, of course, subject to this rule and can do only what the act of Congress empowers it to do, no matter what the law of the State in which it is located may be.3

The mere filing of a certificate in compliance with the State statute of incorporation has no effect upon the powers or rights of the corporation except where a franchise or the use of public property is granted. In addition to the powers enumerated in the certificate of incorporation, and special powers granted by the State to exercise a franchise or use public property, every corporation has certain implied powers, conferred by the common law. These are really the essential powers, and the State can neither grant them, or without the intervention of a court, take them away. And the power of the State is minimized by the fact that it cannot follow the corporation, which one theory says it created, beyond its own borders. The power of a corporation to act outside the State of incorporation is inherent in the nature. of a corporation, and no express power to do so need be shown. If a prohibition to exercise a power exist in a charter, it is not a limitation of power but a prohibition to exercise it; the prohibition ceases when the law ceases, that is, outside the territory of the charter State, and the power may be exercised abroad.

1 So. W. Tel. Co. v. Kansas City S. &. C. Company, 108 La. 891. 2 B. & O. Tel. Co. v. Del. & A. Tel. & Telegraph Co., 7 Houston, 269.

3 Weckler v. First National Bank, 42 Md. 581; Matthews v. Skinker, 62 Md. 329; Fowler v. Scully, 72 Pa. 456.

4 Dodge v. Council Bluffs, 57 Ia. 560; but see Matthews v. Trustees, 2 Brewst. 541.

Corporations may even do acts in other States which are illegal in the charter State; or they may do acts which they are prohibited by the general laws of the chartered State to do. In general, a corporation is unrestricted except in the State of its charter, and outside that State, is, in effect, a different corporation. A corporation formed in another State is presumed to have certain powers. By one theory a meeting of members of a corporation held outside the State of incorporation cannot be a meeting of the corporation, since it is outside the jurisdiction of the law

1 Ohio Life Insurance & Trust Co. v. Merchants' Insurance & Trust Co., 11 Humph. 1, 24; Hitchcock v. U. S. Bank, 7 Ala. 386; Ellsworth v. St. Louis, A. &. T. H. R. R., 98 N. Y. 553; New England F. & M. Ins. Co. v. Robinson, 25 Ind. 536; U. S. Mtg. Co. v. Sperry, 24 Fed. 838; Phil. Loan Co. v. Towner, 13 Conn. 249; Frazier v. Willcox, 4 Rob. (La.) 1; Knox v. Bk. of U. S., 26 Miss. 655; Bank of Louisville v. Young, 37 Mo. 398; Bard v. Poole, 12 N. Y. 495, Larwell v. Hanover Saving Fund Society, 40 Oh. St. 274; Bullard v. Thompson, 35 Tex. 313; contra, Scammon v. U. S. Mtg. Co., 17 Chic. Legal News, 234.

2 White v. Howard, 38 Conn. 342; Am. Bible Society v. Marshall, 15 Oh. State 537; Thompson v. Swoope, 24 Pa. St. 474. In Starkweather v. Am. Bible Society, 72 Ill. 50, discussed above, the prohibition was in the law of the State in which the power was to be exercised. See House of Mercy v. Davidson, 90 Tex. 529; Fellows v. Miner, 119 Mass. 541; Frazier v. St. Luke's Church, 10 Pa. St. 53.

3 Warren v. First Nat. Bk., 149 Ill. 9; Brehm v. Rall, 51 N. J. Eq. 541; Pairpont Mfg. Co. v. Phila. Optical etc. Co., 101 Pa. St. 17; Barton v. Brines Chair Co., 175 Pa. 209; see McQueen v. New, 33 N. Y. Sup. 802, 87 Hun, 206; Pierce v. Crompton, 13 R. I. 312; East Side Bank v. Columbus, etc. Co., 170 Pa. 1; Nathan v. Lee, 152 Ind. 232; Hoyt v. Thompson, 19 N. Y. 207; Hoyt v. Sheridan, 3 Bosw. 267, 298; Standard Nat. Bk. v. Garfield Nat. Bk., 67 N. Y. S. 472; Milner v. N. Y. & N. H. R. R., 53 N. Y. 363; Rice v. Mo. Pac. Ry., 74 Tex. 474, contra.

Yeaton v. Eagle Oil & R. Co., 4 Wash. 183; Hoar, J., in McCluer v. Manchester & L. R. R., 13 Gray, 124.

which alone makes the corporation a person.1 Yet it is said that a corporation may at its meeting in the charter State appoint agents (directors or other agents) who may act, as agents for a natural person act, anywhere, and their action is not confined to the State of incorporation. It is through agents alone that a corporation can act in a foreign state, and these fragments of principle do not satisfy the legal mind. A corporation can scarcely be said to act anywhere except by agents (directors or other agents), and the theory of State-created corporations or persons (which persons cannot be followed beyond the State by the law the implications of which are necessary to give meaning to the contract which binds the individual members and persons dealing with the corporation) is alone responsible for the notion that a corporation may transact all its business outside the charter State, but must go through the form of holding its stockholders' meeting within the State. To say that the power to authorize agents must be exercised within the charter State in order to give effect to any acts done by the corporation (all the acts being done through agents) in or out of the State, and irrespective of whether those acts could be performed by the agents within the State is to demonstrate that there is no basis in principle for the theory of State incorporation in the United States."

1 Beale, Foreign Corporations, sec. 7 and chap. 14.

2 See Runyan v. Coster, 14 Pet. 122; Seattle Gas & El. Co. v. Citizens' L. & P. Co., 122 Fed. 588; N. Y. F. Ins. Co. v. Ely, 5 Conn. 560; 13 A. D. 100; Duke v. Taylor, 37 Fla. 64, 31 L. R. A. 448; Metropolitan Bank v. Godfrey, 23 Ill. 579; State v. So. Pac. Co., 52 La. Ann. 1822; Black v. Del. & R. Canal Co., 22 N. J. Eq. 130, 422; Nat. Trust Co. v. Miller, 33 N. J. Eq. 155; Bard v. Poole,

46. THE TRUE LEGAL HOME OF EVERY CORPORATION FORMED UNDER AMERICAN LAW IS THE NATION. -The objections to State incorporation are not of preference, but are enforced by the fact of the nature of the State in the United States and the scope of State law. The general rules of law applicable to foreign States exist for the States of the United States only in the minds of those who are blind to the existence of the nation and its laws and see State law only as an isolated and independent system. While a corporation is subject, as to the continuance of its rights and powers, to the legislature of the State of its creation, there are constitutional limitations to the power of the legislatures of each State of the United States. In the case of Canada Southern Railway v. Gebhard,1 the holder of the bonds of the railway company, a corporation chartered in Canada, brought suit upon them in the courts of New York. The defence offered was that the Dominion Parliament had passed an act authorizing the road to reorganize and substitute other securities for its bonds, and providing that when a majority of the stockholders assented to this, it should be deemed to have been accepted by all. There was no constitutional restriction upon the action of Parliament. The Supreme Court of the United States held the defence good. Mr. Chief Justice Waite said:

12 N. Y. 495; Griesa v. Mass. Ben. Ass'n, 60 Hun, 581, 15 N. Y. Sup. 71; Ohio L. & Ins. Tr. Co. v. Merchants' Ins. & Trust Co., II Humph. 1; Rue v. Mo. Pac. Ry., 74 Tex. 474; Rio Grande W. Ry. v. Telluride Tower Tr. Co., 23 Utah 22.

1 Canada Southern Railway v. Gebhard, 109 U. S. 527, 27 L. Ed. 1020; see Rust v. United Waterworks Co., 70 Fed. 129; Relfe v. Rundle, 103 U. S. 222, 26 L. Ed. 337; Bockover v. Life Ass'n of America, 77 Va. 85. As to State international law, see Webster, Works, VI, p. 121, argument in Bank v. Primrose, 13 Pet. 519.

"The charter of a foreign corporation is the same abroad that it is at home. Whatever legislative control it is subjected to at home, must be recognized and submitted to by those who deal with it elsewhere. Every person who deals with a foreign corporation impliedly subjects himself to such laws of the foreign government affecting the powers and obligations of the corporation with which he voluntarily contracts, as the known and established policy of the government authorizes. Any one contracting is conclusively presumed to have contracted with a view to such laws of that government because the corporation must of necessity be controlled by them, and it has no power to contract with a view to any other laws with which they are not in harmony. It follows, therefore, that anything done at the legal home of the corporation under the authority of such laws, which discharges it from liability there, discharges it everywhere."

Under this definition of the control of the corporations by the charter State, no one of the United States can be considered the legal home of the corporation. The true home of every corporation is the nation. The State government cannot act directly upon the corporation if its assets are not in the State, and when the State does act it is under very broad limitations. The only practical reason for restricting the corporate action of a corporation to one State as its legal home is that of recognizing the political power of the State. Just how far this reason legitimately goes is doubtful; it would seem to depend for its principal force upon the dissimilarity of corporation laws, not in essentials, but in those incidentals, such as taxation and evidence of good faith, which depend upon the political action of the State. Under the Constitution of the United States, the presumption above supposed would result