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Corporate deeds should be signed by president and secretary and sealed, and the acknowledgement should contain a statement of authority to sign and seal.
Mott v. Danville Seminary, 129 Ill. 403 (413). A deed by the president and secretary may be ratified by the stockholders by acts showing knowledge and acquiescence, though not authorized by resolution or other regular authority.
Hull v. Glover, 126 III. 122.
Books, CHARTER, ETC., AS.
Books, Charter, etc., as.
An Act in regard to evidence and depositions in civil cases. (Approved March 29, 1872. In force July 1, 1872. L. 1871-2,
Chap. 51 (Evidence), § 15. The papers, entries and records of any corporation or incorporated association may be proved by a copy thereof, certified under the hand of the secretary, clerk, cashier or other keeper of the same. If the corporation or incorporated association has a seal, the 'same shall be affixed to such certificate.
(Form of Certificate Form No. 23.)
The books and records of the corporation are the best evidence of the corporate doings.
27. Chap. 32, Sec. 27. The certified copy of any articles of incorporation, and changes thereof, together with all indorsements thereon under the great seal of the State of Illinois, shall be taken and received in all courts and places as prima facie evidence of the facts therein stated.
When corporation knowingly permits one who holds himself out as an agent of a corporation to place the corporate name on his office and himself as “Western Agent,” will be estopped to deny his agency on service of summons.
Italian-Swiss Agri. Colony v. Pease, 194 Ill. 98. The public are not estopped by delay in bringing quo warranto, to question usurpations of power by a corporation.
People v. Pullman Car Co., 175 Ill. 125 (164). Elevated Railway company is estopped from questioning the ordinance under which it operates.
Doane v. Lake St. "L" R. R. Co., 165 Ill. 510 (524). Railroad track across public street for twenty years gives right of occupancy-city is estopped.
City of Chicago v. Stock Yards Co., 164 Ill. 224 (230). Corporation is never estopped to show a contract void as against statute or public policy.
Durkee v. People, 155 Ill. 354 (362-3). Corporation is estopped from defending against an ultra vires contract from which it has enjoyed benefits.
Heims Brwg. Co. v. Flannery, 137 III. 309 (318). Corporations are estopped from denying authority of its officials where they permit them to hold themselves out to the public as having certain powers.
McDonald v. Chisholm, 131 Ill. 275 (282). A private corporation is not estopped from setting up its right to receive a State donation, where the State believed it a State unstitution.
Board of Education v. Flannery, 137 III. 309 (318).
AUTHORITY TO DO BUSINESS IN ILLINOIS.
Authorized to do business—Conditions.
AN ACT entitled "An act to regulate the admission of foreign corporations for profit, to do business in the State of Illinois. (Approved May 18, 1905. In force July 1, 1905, p. 124; Legal News Ed., p. 121.
§ 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly: That before any corporation for profit shall be permitted or allowed to transact any business, or exercise any of its corporate powers in the State of Illinois, other than insurance companies, building and loan companies and surety companies, they shall be required to comply with the provisions of this act and shall be subject to all of the regulations prescribed herein, as well as all other regulations, limitations and restrictions applying to corporations of like character organized under the laws of this State.
67c. § 2. When any corporation organized under the laws of any foreign state or country, for the tranaction of business for profit, desires admission into the State of Illinois, for the purpose of transacting business or exercising its corporate powers or franchises, it shall make application to the Secretary of State, signed and sworn to by the President and Secretary, stating what business such corporation proposes to pursue under its charter, the amount of capital stock of such corporation, whether it is transacting or it is intended that it shall transact business in any other state or country, the proportion of its business intended to be carried on in the State of Illinois, the amount paid in upon its capital stock, what property and assets, and an estimate of the value thereof, will be employed
in the business of said corporation, in the State of Illinois, if any of its capital subscribed has not been paid in what disposition is to be made thereof, the names of the President, Secretary and Directors of said corporation, and their residences, where its principal office in Illinois will be located and the name and address of some attorney in fact, upon whom service can be had in all suits commenced in this State, and, if required by the Secretary of State, the names and residences of all stockholders in said corporation, as shown by its records, and such corporation shall file with the Secretary of State, copy of its charter or articles of incorporation, or in case such corporation is incorporated merely by a certificate, then a copy of its certificate of incorporation, duly certified and authenticated by the officer who issued the original, or by the Recorder or Registrar of the office in which said original charter, articles or certificates may have been recorded.
The Secretary of State shall have power to prescribe the form of such application and may, in addition thereto, propound such interrogatory or interrogatories to the applicants respecting the character of business in which said corporation proposes to engage, the amount of its capital stock, the proportion of its business that it is intended shall be carried on in this State, and the proportion and location of its business in other states or countries, and such interrogatories shall be answered under oath and the interrogatories and answers thereto shall be filed with said application and with the certified copy of its charter and shall be and operate as a limitation upon the powers of said corporation to transact business in the State of Illinois.
The Secretary of State, upon the admission of such foreign corporation to do business in the State of Illinois, shall issue a certified copy of all papers, including certified copy of the charter of said corporation, and shall state, in a certificate of authority to do business issued by him, the powers and object of said corporation which may be exercised in this State, not in conflict with the law or public policy of this State, and no corporation shall, by the certificate of the Secretary of State, be authorized to transact any business in this State for the transaction of which a corporation cannot be organized under the laws of this State, and no foreign corporation shall exercise any powers in this State not authorized by the provisions of its charter.
67d. § 3. Every foreign corporation admitted to do business in the State of Illinois under the provisions of this act shall constantly keep on file in the office of the Secretary of