not be inquired into collaterally in any private suit to which such de facto corporation may be a party.1

Such an inquiry can only be had at suit of the state on information of the attorney general; but even such a suit shall not be brought if after attempting to organize in good faith as a corporation the company has for ten consecutive years done business claiming to be such. C. C. 358.

If the organizers intend, as far as their knowledge permits, to comply with the law as to incorporation, and act accordingly, they have made a bona fide attempt to incorporate and can claim in good faith to be a corporation. Bakersfield Hall Asso. v. Chester, 55 Cal. 98; Rondell v. Fay, 32 Cal. 354.

If while making such claim, the company or association pursues corporate forms of action, styles itself a corporation in its business dealings [Martin v. Deetz, 102 Cal. 55, 36 Pac. 368], or is recognized as such in the business community [Lakeside etc. Co. v. Crane, 80 Cal. 181, 22 Pac. 76], it is "doing business as a corporation" and is one de facto. L. A. etc. Band v. Spiers, 126 Cal. 541, 58 Pac. 149; Oroville etc. R. R. Co. v. Plumas Co., 37 Cal. 354.

That the company has been "doing business as a corporation" is a fact, which, like character, is to be proved by reputation and not by

1. C. C. 358. See cases in preceding notes; also Chap. III,

supra.

the direct statement of a witness. Dole, 122 Cal. 486, 55 Pac. 581.

People v.

If, however, there were no meetings of the stockholders or directors, no by-laws adopted, no certificates of shares issued, no seal adopted or used, no records or minutes kept, and no corporate acts of any character done, the company is not even de facto a corporation. It has no legal existence whatever as an entity, and a deed to it as such, is a nullity. [Wall v. Mines, 130 Cal. 27, 62 Pac. 386; McCallion v. Hibernia etc. Soc., 70 Cal. 163, 12 Pac. 114.] It has no powers or liabilities as a corporation-it is not recognized in law as a being, and its existence can be put in issue collaterally, in any suit to which it may be a party. People v. Volcano etc. Co., 100 Cal. 87, 34 Pac. 522.

SECTION 190-POWERS AND LIABILITIES.

A de facto corporation has all the powers, duties, rights and liabilities of a legally organized corporation, except in respect to an action by the state at suit of the attorney-general to restrain it from acting as a corporation. In all other acts or actions, either as against a private person or as against the state,' the law recognizes it and treats it in all respects as a legally created corporation. It can sue or be sued as a corporation; it can contract

1. People v. La Rue, 67 Cal. 526, 8 Pac. 84; City of Los Ange les v. State Loan Co., 109 Cal. 396, 41 Pac. 149, tax case.

2. People v. La Rue, 67 Cal. 526, 8 Pac. 84; People v. Montecito W. Co., 97 Cal. 276, 32 Pac. 236.

3. Oakland etc. Co. v. Dameron, 67 Cal. 663, 8 Pac. 595; Fresno etc. Co. v. Warner, 72 Cal. 379, 14 Pac. 37; First Baptist Church v. Branham, 90 Cal. 22, 27 Pac. 60.

4

as a corporation and can likewise take, hold and alienate property. Deeds to it and from it are as valid as if it were in all respects, what it purports to be i. e. a de jure corporation. See Chap. III, supra.

SECTION 191-ESTOPPEL TO DENY INCORPORA

TION.

Cases arise when persons have dealt with others, who claim to be officers or agents of a corporation and have in those dealings recognized the corporation as such. In such cases, those who have dealt with the corporation as being such, even though it has no legal existence de facto or de jure, are estopped to deny it is a corporation. Perkins v. Fish, 121

Cal. 317, 53 Pac. 901.

The estoppel is not based on the fact that the company is or is not a de facto corporation, but on the fact that the person who has dealt with it as a corporation shall not be allowed to escape the legal consequences of his dealings by asserting in court a fact, the truth of which he impliedly denied when he entered into his obligations. Meyer v. Bishop, 129 Cal. 204, 61 Pac. 919.

One who borrows from a corporation cannot defeat a recovery by alleging the company is not a corporation. Grangers Business Ass'n v. Clark, 67 Cal. 634, 8 Pac. 445; Bank of Shasta v. Boyd, 99 Cal. 604, 34 Pac. 337. One who has contracted with a corporation

4. Golden State Co. v. Hendy Works, 82 Cal. 184, 23 Pac. 45; Boyle v. San Diego L. and T. Co., 46 Fed. 709; People v. La Rue, 67 Cal. 526, 8 Pac. 84.

and received the benefit of its performance, cannot defeat an action by the corporation on the contract, by alleging its want of power to contract or its want of legal existence. Camp v. Land, 122 Cal. 167, 54 Pac. 839; Fresno etc. Co. v. Warner, 72 Cal. 379, 14 Pac. 37; Yancy v. Morton, 94 Cal. 558, 29 Pac. 1111; Meyer v. Bishop, 129 Cal. 204, 61 Pac. 919.

Those who hold themselves out as a corporation in their contracts or dealings, and are sued as a corporation, are also estopped to deny their existence as such. Thus, a partnership which contracts as a corporation is liable as a corporation on the contract. Reid v. F. W. Kreling's Son's Co., 125 Cal. 117, 57 Pac. 773.

If, however, those who act as a corporation and are not, induce another, by fraud, to deal with them as such, that other is not estopped, in any action growing out of such dealings, from denying the existence of the corporation. Perkins v. Fish, 121 Cal. 317, 53 Pac. 901.

CHAPTER XXIII.

FOREIGN CORPORATIONS.

SEC. 192-RIGHT TO DO BUSINESS HERE.

SEC. 193 PHRASE "DOING BUSINESS WITHIN THE

STATE" DEFINED.

SEC. 194-REGULATION-IN GENERAL.

SEC. 195-ACTIONS BY OR AGAINST FOREIGN CORPORA

TION.

SEC. 196-SAME-THE RIGHT OF ACTION DENIED.

SEC. 197-SAME-RIGHT TO PLEAD STATUTE OF LIMITA

TION.

SECTION 192-FOREIGN CORPORATIONS- -RIGHT TO DO BUSINESS HERE.

Foreign corporations doing business in California do it only by comity, and comity is limited by the public policy of the state. Such policy may be inferred from the state's general attitude toward foreign corporations or from positive enactment. Williams v. Gold Hill Mg. Co., 96 Fed. 454.

There is no doubt that the legislature, as long as it does not conflict with the state constitution, has power to prescribe any regulations it sees fit, as a condition under which foreign corporations can do business here. There is nothing in the United States constitution to forbid it, for corporations are not citizens within the meaning of its declaration [Art. IV, Sec. 2], that the citizens of each