not complied with the Foreign Corporation Statutes. Spinney v. Miller, 114 Ia. 210. In Prudential Ins. Co. v. Cushman, 130 Ia. 378, the Court states that only the State can take advantage of the failure of a foreign corporation to comply with the statutes. These holdings are, of course, followed in the Federal court. Iowa, etc., Mining Co. v. U. S. F. & G. Co., 146 Fed. Rep. 437. Kansas. The statutes of Kansas require certain instruments to be filed, but contain no express provision that it shall be unlawful to transact business without compliance. Sec. 1710 Gen. Code, 1909. The courts hold that a contract made by an unqualified foreign corporation is not void, but that the corporation has no standing in court until it has complied with the law; it may comply, however, during the pendency of a suit. State v. American Book Co., 69 Kans. 1; Ryan Live Stock Co. v. Kelly, 71 Kans. 874; Buck Stove & Range Co. v. Vickers, 80 Kans. 29. Although it could maintain no suit in the State court, it could do so, nevertheless, in the Federal courts, since the statute does not invalidate contracts. Blodgett v. Lanyon Zinc Co., 120 Fed. Rep. 893. Kentucky. The statutes of this State expressly make it unlawful for a corporation to do business in the State without filing with the Secretary of State the name of an authorized agent, and provide penalties for violation. Sec. 571, Carroll's Stat., 1915. (Sec. 2158 Civ. Code, 1906.) The courts of Kentucky reach a conclusion directly contrary to those of Delaware and Iowa, and hold that a contract made by an unqualified foreign corporation is wholly void, on the ground that such contracts are entered into in direct contravention of law. Fruin-Colnon Contracting Co. v. Chatterson, 146 Ky. 504; Oliver Co. v. Louisville Realty Co., 161 S. W. 570. Louisiana. The statutes of this State provide that a foreign corpor ation may be entitled to procure a certificate authorizing it to exercise the same powers as a domestic corporation. upon complying with the act. Sec. 1439 Marr's Ann. Rev. Stat., 1915. A violation of the act is made a misdemeanor. Sec. 1440, id. There is no express declaration making the doing of business without compliance unlawful, nor any with respect to suing upon contracts entered into without compliance. The holding in this State is that the penalty prescribed by the statute is exclusive, Thomas Cusack Co. v. Ford, 71 Sou. 196, where the Court followed the holding of the United States Supreme Court under the Colorado statute in Fritts v. Palmer, 132 U. S. 282. This holding is in accordance with the rule prevailing in Washington and West Virginia. Maine. The statutes of this State expressly provide that contracts of non-complying foreign corporations shall be valid: "Such failure shall not affect the validity of any contract with such corporation, but no action shall be maintained or recovery had in any of the courts of this State by any such foreign corporation so long as it fails to comply with the requirement of said sections." Public Laws, 1911, Ch. 152, Sec. 2 (e).12 This provision is similar to that of Maryland (see below), except that it not only suspends the right to maintain a suit, but also the right of "recovery." It would follow that a corporation in default could not recover on a counterclaim. See Note 12, infra. Maryland. For failure to comply with the Foreign Corporation statutes in Maryland, penalties are provided but also the following: "Such failure shall not affect the validity of any contract made with such non-complying corporation, but no suit shall be maintained in any 12 Since the statute prohibits not only the maintenance of an action but a recovery in the courts of the State, it would follow that a foreign corporation which was made a defendant in a suit could not set up a counterclaim unless it had complied with the law. Such was the conclusion reached in similar language under the New York statute in American Ink Co. v. Reigal Sack Co., 140 N. Y. Supp. 107. of the courts of this State by any such corporation until it has complied with the requirements of this article." Sec. 69 of Art. 23, Code. Under this provision, it is sufficient that a foreign corporation plaintiff complies with the statute after suit has been brought but before trial. Kendrick & Roberts v. Warren Brothers Co., 110 Md. 147; Strasbaugh v. Steward Sanitary Can Co., 96 Atl. 862, 866. Massachusetts. The Massachusetts statute on this subject is similar to that of Maryland. It is as follows: "Such failure shall not affect the validity of any contract with such corporation, but no action shall be maintained or recovery had in any of the courts of this Commonwealth by any such foreign corporation so long as it fails to comply with the requirements of said sections." Sec. 60 Business Corp. Law of 1903. In National Fertilizer Co. v. Savings Bank, 196 Mass. 458, it was held that the effect of the Massachusetts statute was merely to stay proceedings until the temporary disability was removed by complying with the statute, which could be done after the suit had been begun but before the hearing. Michigan. The statute of this State on this subject provides as follows: "No foreign corporation, subject to the provisions of this act, shall be capable of making a valid contract in this State until it shall have fully complied with the requirements of this act, and at the time holds an unrevoked certificate to that effect from the Secretary of State." Sec. 9652, Howell's Stat., 1913.13 This provision prevented recovery in Imperial Curtain Co. v. Jacob, 163 Mich. 72.14 13 Note also Public Acts of 1915, No. 142 (p. 237), requiring annual reports to be filed by foreign corporations during the month of January or February, and providing that for failure to file such reports, a corporation shall not maintain an action in any court of the State upon any contract entered into during the time of the default; and the directors are made personally lia VOL. L. 42 ble for all debts contracted during Minnesota. For failing to comply with the Foreign Corporation statute of this State, a penalty is provided, and also the following: "No corporation which shall fail to comply with the foregoing provisions shall maintain any suit or action, either legal or equitable, in any of the courts in this State, upon any demand, whether arising out of contract or tort." Sec. 6208, Gen. Stat.15 In Heileman Brewing Co. v. Peimeisl, 85 Minn. 121, it was held that a corporation which had not complied with the statute could not maintain a suit by complying after the contract sued on had been made nor after the corporation had begun suit and non-compliance had been pleaded. This was followed in Sherman Nursery Co. v. Aughenbaugh, 93 Minn. 201. The Court does not decide in terms that the contract is wholly void, and it does not appear whether the Court would follow the construction of similar statutes in Illinois and Missouri, which are referred to herein. The Eighth Circuit Court of Appeals has construed this provision, and interpreted the decisions of the Supreme Court of Minnesota, to mean that the statute does not invalidate contracts, but only inhibits maintaining suits in the State courts. Dunlop v. Mercer, 156 Fed. Rep. 545. Until, therefore, the Supreme Court of Minnesota construes the provision otherwise, it may be taken that the Federal courts will entertain suits on contracts upon which the corporation would be disqualified to sue in the Minnesota State courts. Mississippi. The statutes in Mississippi require a foreign corporation to file a copy of its articles of incorporation and make a non-complying corporation pay a fine. Sec. 935, Miss. Code, 1906. There is no express declaration that transacting business without complying with the law is prohibited, nor any with respect to maintaining suits on con 15 Corporations engaged exclusivel in manufacturing within the State, and certain other classes of corporations are exempt from the requirements of the act. Sec. 6208, id. tracts made without complying with the law. Nevertheless, in Quartette Music Co. v. Haygood, 67 Sou. 211, it was held that such a contract was wholly void and unenforceable for the reason that it was entered into in violation of law. Missouri. The Missouri statute provides for the imposition of fines upon non-complying corporations, and also the following: "In addition to which penalty, on and after the going into effect of said sections no foreign corporation, as above defined, which shall fail to comply with said sections, can maintain any suit or action, either legal or equitable, in any of the courts in this State, upon any demand, whether arising out of contract or tort." Sec. 3040, Rev. Stat. The decisions of the courts of Missouri are in accord with those of Illinois, under a similar provision. A contract entered into before compliance with statute is void as against the corporation and cannot be validated by a subsequent compliance. Tri-State Amusement Co. v. Forest Park H. A. Co., 192 Mo. 404; Parke Davis & Co. v. Mullett, 245 Mo. 168; Zinc & Lead Co. v. Zinc Mining Co., 221 Mo. 7. These decisions are somewhat limited by Wulfing v. Armstrong Cork Co., 250 Mo. 723. Such a contract may, however, be enforced against the corporation; it will be presumed that it complied with the law, and it may not set up its own wrong. Central Coal & Coke Co. v. Optimo Lead & Zinc Co., 139 S. W. 525. Montana. A former statute of Montana provided that all acts and contracts made by a foreign corporation during the time that it had failed to file the required statement should be void and invalid as to such corporation. Secs. 442-445, Rev. Stat., 1887. Under this provision the court held that a contract made by a foreign corporation was voidable if the failure to comply with the statute were pleaded. Powder R. Cattle Co. v. Commissioners, 9 Mont. 145. In 1901, the statute was changed so as to read as follows: "If any foreign corporation shall attempt or commence to do business in this State without having first filed said statement, certificate |