and consent, required by this act, no contract made by such corporation, or any agent or agents thereof, during the time it shall so neglect to file such statement, certificate or consent, shall be enforceable by the corporation until the foregoing provisions have been complied with." Sec. 4415 Code.

It would seem from the language of the foregoing provision that the statute operates merely as a suspension of the remedy and that a corporation may comply with the law after a contract has been entered into. See Note 16, infra. There are no decisions of the Supreme Court of the State deciding this point since the passage of the Act of 1901.

Nebraska.

The statutes of this State require foreign corporations to appoint resident agents. Sec. 725, Rev. Stat., 1913. For failure so to do, the corporation is liable to a penalty and its agents may be prosecuted as for a misdemeanor. Sec. 730, id. There is no express provision with respect to the validity of a contract or the maintenance of a suit by a foreign corporation. Under earlier statutes, similar in character to the present, the Supreme Court of Nebraska held that a contract made by an unqualified foreign corporation was wholly void. Barbor v. Boehm, 21 Neb. 450. Nevada.

The statutes of this State provide as follows:

"Every such corporation which shall fail or neglect to comply with the provisions of this act shall be subject to a fine of not less than $500, to be recovered in a court of competent jurisdiction, and shall not be allowed to commence, maintain or defend any action or proceeding in any court in this State until it shall have fully complied with the provisions of this act. . . ." Sec. 1350, Rev. Laws, 1912.

The effect of the section quoted seems merely to be the suspension of a right of action or defense in all suits in the courts of the State until the corporation has complied with the statute; contracts are not made void and would be enforceable in other jurisdictions. See comment under California and Montana, supra.

New Hampshire.

In this State it is provided with respect to failure to comply with the Foreign Corporation statute 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 in this State by any such foreign corporation, so long as it fails to comply with the requirements of this act, or upon any cause of action accruing during the time of such failure." Laws of 1913, Ch. 187, Sec. 3.

In view of this provision, a foreign corporation must comply with the statutes before a cause of action accrues in its favor, but such compliance may be made after business has been done in the State.

New Jersey.

In this State, the statutes provide as follows:

"Until such corporation so transacting business in this State shall have obtained said certificate of the Secretary of State, it shall not maintain any action in this State, upon any contract made by it in this State; Provided, that nothing herein shall prevent the enforcement of any contract made prior to the 14th day of March, one thousand eight hundred and ninety-five." Sec. 98, Corp. Act.

The effect of this provision is only to suspend a right of action on a contract made in the State until the corporation had obtained the proper certificate. The statute does not invalidate the contract. See comment under Nebraska, supra. In determining, however, the civil rights which a foreign corporation may manifest in the State of New Jersey without complying with the laws, a retaliatory provision of the statute must be considered.

Section 101 of the Corporation Act provides as follows: "When, by the laws of any other State or nation, any other or greater taxes, fines, penalties, licenses, fees or other obligations or requirements are imposed upon corporations of this State, doing business in such other State or nation, or upon their agents therein, than the laws of this State impose upon their corporations or agents doing business in this State, so long as such laws continue in force in such foreign State or nation, the same taxes, fines, penalties, licenses, fees, obligations and requirements of whatever kind shall be imposed upon all corporations of such other State or nation doing business within this State and upon their agents here; provided, that nothing herein shall be held to repeal any duty, condition or requirement now imposed by law upon such corporations of other States or nations transacting business in this State." The courts of New Jersey construe this provision as preventing a foreign corporation from maintaining a suit in the courts of New Jersey in cases where the courts of the

State which created the foreign corporation would not permit a New Jersey corporation to maintain a suit under similar circumstances. Thus, in Wolfe v. Lancaster, 70 N. J. L. 201, a foreign corporation created under the law of Pennsylvania was denied the right to maintain a suit in the New Jersey courts without having complied with the New Jersey law before entering into the contract there sued upon, inasmuch as it appeared that under the laws of Pennsylvania, a New Jersey corporation would not have been able to maintain a suit in the courts of Pennsylvania on a contract made in Pennsylvania without compliance with the laws of that State. A foreign corporation coming into the State of New Jersey will, therefore, be subject to the disqualifications to which a New Jersey corporation would be subject if coming into the State creating such foreign corporation.

New Mexico.

The statutes of this State provide:

"Until such corporation so transacting business in this State shall have obtained said certificate from the State Corporation Commission, it shall not maintain any action in this State, upon any contract made by it in this State." Sec. 987, N. Mex. Stat., 1915.

It would seem that in New Mexico, a foreign corporation could qualify under the laws at any time after transacting business but before the trial of an action upon a contract made in the State, as under the statutes of California and Iowa, herein noted. See also comment under New Jersey, supra.

New York.

Section 15 of the General Corporation Law provides, in part:

"No foreign stock corporation doing business in this State shall maintain any action in this State upon any contract made by it in this State unless, prior to the making of such contract, it shall have procured such certificate."

This provision does not make a contract invalid, but merely prohibits a right of action in the State courts upon it, unless prior to entering into it, the foreign corporation

had procured the proper certificate. Mahar v. Harrington Park Villa Sites, 204 N. Y. 231.16 Since the contract is not void and the prohibition of action applies only to State courts, an action may be brought upon such a contract in the Federal courts where the Federal jurisdiction otherwise exists. David Lupton's Sons Co. v. Automobile Club of America, 225 U. S. 489; Johnson v. New York Breweries Co., 178 Fed. Rep. 513; Richmond Cedar Works v. Buckner, 181 Fed. Rep. 424. Likewise, an action may be maintained on a contract in the courts of other States, even though it could not be maintained in the courts of New York. Allegheny Co. v. Allen, 69 N. J. L. 210 (writ of error dismissed, 196 U. S. 458); South Bay Co. v. Merrill (Vt.), 86 Atl. 351. Section 15 does not prevent a corporation from recovering upon a counterclaim arising out of the transaction upon which the plaintiff is suing. American Ink Co. v. Reigal Sack Co., 140 N. Y. Supp. 107.1 North Carolina.

In this State, the subject under consideration is covered by an express provision as follows:

"Every contract made by, or on behalf of, any such foreign corporation affecting the liability thereof, or relating to its property within this

16 Formerly the provision in New York was that a foreign corporation doing business in the State could not maintain an action in the State upon a contract made by it in the State until it shall have procured a certificate. Under this provision a corporation could procure the certificate after a contract was entered into but before suit. Neuchatel Asphalte Co. v. Mayor, 155 N. Y. 373. Of course, under this statute a foreign corporation could maintain a suit in the Federal courts, although it could not have done so in the State courts. Groton Bridge & Mfg. Co. v. American Bridge Co., 151 Fed. Rep. 871.

17 Section 181 of the Tax Law of New York requires foreign corporations to pay an initial license fee and provides as follows:

"No action shall be maintained or recovery had in any of the courts

in this State by such foreign corporation after thirteen months from the time of beginning such business within the State, without obtaining a receipt from the comptroller for the payment of the license fee upon the capital stock employed by it within this State, during the first year of carrying on its business in this State."

Since this provision prohibits not only the maintenance of an action but also any recovery by a corporation in default, it is held that such a corporation may not recover upon a counterclaim. American Ink Co. v. Reigal Sack Co., supra.

This section is similar to Section 15, supra, in that it does not invalidate contracts, but merely suspends the right of action in the State courts. Richmond Cedar Works v. Buckner, 181 Fed. Rep. 424.

State, before it shall have complied with the provisions of Section one thousand one hundred and ninety-four of the Revisal of one thousand nine hundred and five, shall be wholly void on its behalf and on behalf of its assignees, but shall be enforceable against it or them." Gregory's Supp. to Pell's Rev., 1913. Sec. 5105d (82) (16) (Revenue Act of 1913, Schedule C).18

North Dakota.

In this State also, the subject is expressly covered in the following provision:

"Every contract made by or on behalf of any corporation, association or joint stock company, doing business in this State, without first having complied with the provisions of Section 4463, if an insurance company, or with the provisions of Sections 4695 and 4697, if other than an insurance company, shall be wholly void on behalf of such corporation, association, or joint stock company, and its assigns, but any contract so made in violation of the provisions of this section may be enforced against such corporation, association or joint stock company." Sec. 4699 Comp. Laws.19

Ohio.

In order to qualify under the Ohio Laws, a foreign corporation must first obtain a certificate from the Secretary of State. Sec. 178-180 Gen. Code. For failure to comply with Section 178, that section provides:

"No such foreign corporation doing business in this State without such certificate shall maintain an action in this State upon a contract made by it in this State until it has procured such certificate. This section shall not apply to foreign banking, insurance, building or loan, or bond investment corporations."

The effect of failure to comply with Section 178 was formerly only that just quoted. A recent requirement, however, is contained in Sec. 5508, Gen. Code, which provides in part as follows:

"Every contract made by, or on behalf of, any such foreign corporation, affecting the liability thereof, or relating to its property within this State, before it shall have complied with the provisions of section one hundred and seventy-eight of the General Code, shall be wholly void in its behalf and on behalf of its assigns, but shall be enforceable against it or them." 20

18 Before the enactment of this provision, contracts entered into by unregistered foreign corporations were not invalid. Ober v. Katzenstein, 160 N. C. 439.

19 See under Alabama, supra, for

decisions under a similar statute.

20 See under Alabama, supra, and Wisconsin, infra, for decisions under similar statutes.

The Ohio statutes also require a report to be filed with the Secre