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hundred and twenty days after the passage of this act, and any corporation hereafter created and doing business in this state, within sixty days from the time of commencing to do business in this state, designate some person residing in the county in which the principal place of business of said corporation in this state is, upon whom process issued by authority of or under any law of this state may be served, and within the time aforesaid shall file such designation in the office of the Secretary of State; and a copy of such designation, duly certified by said officer, shall be evidence of such appointment; and it shall be lawful to serve on such person so designated any process issued as aforesaid. Such service shall be made on such person in such manner as shall be prescribed in case of service required to be made on foreign corporations, and such service shall be deemed to be a valid service thereof.

Sec. 2. Every corporation created by the laws of any other state which shall fail to comply with the provisions of the first seetion of this statute shall be denied the benefit of the statutes of this state limiting the time for the commencement of civil actions.

“Sec. 3. Every corporation created by the laws of any other state which shall comply with the provisions of the first section of this statute shall be entitled to the benefit of the statutes of this state limiting the time for the commencement of civil actions."

Act Cited.

Thomas v. Placerville etc. Min. Co., 65 Cal. 601, 4 Pae. 641; San Francisco v. Insurance Co., 74 Cal. 122, 5 Am. St. Rep. 425, 15 Pae. 380; Gutzeil v. Pennie, 95 Cal. 600, 30 Pac. 836; Pierce v. Southern Pac. Co., 120 Cal. 156, 47 Pac. 874, 52 Pac. 302.

Annotation.

Pleading Statute of Limitations. The general act of 1872 precluding the plea of statute of limitations by a foreign corporation, unless the name of a person residing in the county of its principal place of business, upon whom process may be served, is filed in the office of Secretary of State, bas no application to a foreign insurance company doing business in this state, which is controlled by the special provisions of the Political Code. (Harrigan v. Home Life Ins. Co., 128 Cal. 531, 58 Pac, 180, 61 Pac. 99.)

A foreign insurance company which is lawfully doing business in this state and has duly submitted itself to the jurisdiction of its courts, must be deemed to be in the state, both for the purpose of suit against it and for the purpose of its right to plead the statute of limitations to an action brought against it in this state. (Harrigan v. Home Life Ins. Co., 128 Cal. 531, 58 Pac. 180, 61 Pac. 99.)

In order that a foreign corporation may avail itself of a plea of the statute of limitations, it must prove a compliance with the act of 1872 in relation to foreign corporations, requiring the designation

of a suitable person upon whom process might be served to be filed in the office of the Secretary of State, and, in the absence of such proof, the court may properly find against such plea. (Pierce v. S. P. Co., 120 Cal. 156, 47 Pac. 874, 52 Pac. 302.)

May plead statute of limitations when foreign corporation has kept managing agent in the state who exercises his authority openly as such without fraudulent concealment and who may be sued during term of statute. (Lawrence v. Ballou, 50 Cal. 258. Note citation: 36 Am. Dec. 73.)

Debts of-Assignments.-A debt due from residents of the state to a foreign corporation has no situs in this state, but is, in contemplation of law, in the state of its charter, and is there vested in the corporation up to the time of a legal assignment thereof by the corporation. (Fenton v. Edwards, 126 Cal. 43, 77 Am. St. Rep. 141, 58 Pac. 320.)

And it is to be presumed that an assignment made by a Minnesota corporation to an assignee residing in Illinois, where the corporation was doing business, and made in conformity with the laws of Illirois and conducted under the direction of a court in that state, was made in Illinois and is valid in all respects, and that the law has been obeyed and the ordinary course of business followed by the assignee. (Fenton v. Edwards, 126 Cal. 43, 77 Am. St. Rep. 141, 58 Pac. 320.)

But a legal assignment by a foreign corporation for the benefit of its creditors, made in a state other than that of its charter, in which it is doing business, and made in conformity with the laws of that state, to a resident thereof, vests title in the assignee to a debt due to the corporation from residents of this state; and such debt canrot thereafter be attached in this state by a creditor of the corporation. (Fenton v. Edwards, 126 Cal. 43, 77 Am. St. Rep. 141, 58 Pac. 320.)

Service of Process-Designation of Agent.-When no designation of a person upon whom service may be made has been made by a foreign corporation doing business in this state, service nray be made on its managing agent. (Thomas v. Placerville etc. Min. Co., 65 Cal. 601, 4 Pac. 641.)

The certificate of the insurance commissioner is prima facie evidence that a foreign insurance company has designated an agent upon whom process may be served. (Gutzeil v. Pennie, 95 Cal. 600, 30 Pac. 836.).

License to Do Business.—The legislature cannot impose a license tax upon a foreign insurance company as a condition to its doing business in San Francisco. A condition so attempted to be imposed is void, and an act so attempting to impose it is in conflict with section 12, article XI of the Constitution. (San Francisco v. Insurance Co., 74 Cal. 113, 5 Am. St. Rep. 425, 15 Pac. 380.)

An act requiring corporations organized under the laws of another

state, territory, or foreign country, to file a certified copy of their articles of incorporation in the office of the Secretary of State, and a certified copy thereof, duly certified by the Secretary of State of this state, in the office of the county clerk of the county where its principal place of business is located and also where such corporation owns property, and requiring such corporation to pay to the Secretary of State the same fees as are paid by corporations formed under the laws of tne state of California and providing for a penalty for the violation of the provisions of this act.

[Approved March 8, 1901; Stats. 1901, p. 108.]

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§ 1. Foreign corporations must file certified copies of articles.
§ 2. Fees.
§ 3. Penalty for failure to comply.

Section 1. Corporations organized under the laws of another state, territory, or of a foreign country, which are now doing business in this state, or which shall hereafter enter this state to do business, or maintain an office in this state, shall file in the office of the Secretary of State of the state of California a certified copy of their articles of incorporation, or of their charters or of the statutes or legislative or executive or governmental act creating them in cases where they are created by charters or statutes or legislative or executive or governmental acts, and a certified copy thereof, duly certified by the Secretary of State of this state, in the office of the county clerk of the county where its principal place of business is located and also where such corporation owns property.

Sec. 2. For filing and issuing certified copy as required in section one of this act, corporations formed under the laws of another state, or of a territory, or of a foreign country, shall pay the same fees as are paid by corporations formed under the laws of this state.

Sec. 3. Every foreign corporation amenable to the provisions of this act which shall neglect or fail, within ninety days from the date of passage of this act, to comply with the conditions of the same as herein provided shall be subject to a fine of not less than five hundred dollars, to be recovered before any court of competent jurisdiction; and it is hereby made the duty of the Secretary of State, as he may be advised that corporations are doing business in contravention of this act, to report the fact to the governor, who shall instruct the district attorney of the county wherein such corporation has its principal business, or the attorney general of the state, or both, as soon as practicable, to institute proceedings to recover the fine herein provided for, and the amount so recovered must be paid into the state treasury to the credit of the general fund of the state; in addition to which penalty, no foreign corporation as above defined which shall fail to comply with this act, can maintain any suit or action, either legal or equitable, in any of the courts of this state upon any demand, whether arising out of contract or tort, until it has complied with this act; provided, that any corporation described in section one of this act, which is now doing business in this state, and which has complied with the act in relation to foreign corporations, approved April first, eighteen hundred and seventy-two, and an act amendatory thereof, approved March seventeenth, eighteen hundred and ninety-nine, is exempted from the provisions of this act.

Sec. 4. This act shall take effect and be in force from and after the date of its passage.

ARTICLE XX.

FRANCHISES.

An act providing for the sale of railroad and other franchises in

municipalities, and relative to granting of franchises.

(Approved March 23, 1893; Stats. 1893, p. 288. Amended, Stats.

1897, 176. Consult in connection with this act the acts of 1897,

p. 135, and 1901, p. 265, post.] § 1. Grant of franchises. § 2. Penalty for violating act.

Section 1. Every franchise or privilege to erect or lay telegraph or telephone wires, to construct or operate railroads along or upon any public street or highway, or to exercise any other privilege whatever hereafter proposed to be granted by the board of supervisors, or other governing or legislative body of any county or district within this state, except renewals of franchises or privileges for wharves, chutes, or piers, in counties outside of the limits of incorporated cities or towns, shall be granted upon the conditions in this act provided, and not otherwise. The fact that an application for such franchise or pririlege has been made to such board of supervisors or other governing or legislative body, together with a statement that it is proposed to grant the same must first be advertised in one or more daily newspapers in the county or district wherein the said franchise or privilege is to be exercised. If there be no daily newspaper published in the district wherein the said franchise or privilege is to be exercised, then the publication must be made in some other daily newspaper of the county, and if there be no other daily newspaper published in the county wherein the said franchise or privilege is to be exercised, then the publication must be made in a daily newspaper published in an adjoining county. Such advertisements must continue every day for at least ten days, and must commence at least thirty days before any further action of the board of supervisors or other governing or legislative body. The advertisement must state the character of the franchise or privilege proposed to be granted, the term of its continuance, and, if a street railroad, the route to be traversed, and the day on which tenders will be received for the same. On the day so stated, the board or other governing or legislative body herein mentioned, must meet in open session and read the tenders. The franchise or privileges must then be awarded to the highest bidder; provided, however, that nothing in this section shall affect a special privilege granted for a shorter term than two years. [Amendment approved March 19, 1897; Stats. 1897, p. 176.]

Sec. 2. Any member of any board of supervisors, common council, or other governing or legislative body of any county, city and county, city, town, or district of this state, who, by his vote, violates or attempts to violate the provisions of this act or any of them, shall be guilty of a misdemeanor and of malfeasance in office, and be deprived of his office by the decree of a court of competent jurisdiction, after trial and conviction.

Sec. 3. This act shall take effect immediately.

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