have to be inscribed after approval by the Executive), its last inventory and balance sheet, and the mandates or powers of attorney authorising the branches or agents to act. When a company acquires real property, the purchase must of course be inscribed in the Register of Ownership. For the purposes of local taxation, it is desirable to allocate a special fund for the local exploitation.

Each State has some special requirements, which it would be tedious to reproduce here, and these may apply either to the recognition of companies or permission to their branches or agencies to operate.

When the foregoing provisions are not fulfilled, those persons who contract in the name of the company are jointly and severally liable for all the obligations contracted by them in the respective Republics.

In Argentina representatives of foreign companies are declared to have the same liability towards third persons as the administrators of national associations. (Code Com., Art. 287.)

Many countries require foreign associations which possess or which may acquire undertakings of a permanent character in their territory, to appoint a duly authorised representative in the principal local seat of their trade, such representative being appointed by power-of-attorney and having the powers of an agent and the same locus standi as a manager in such judicial controversies as may occur, and for business established in the country. (See Colombia, Legislative Decree (1906) No. 2. The Law, No. 37 of the same year, amplifies the provisions. See also the Bolivian Decree of 25 March, 1887, and Com. Code, Art. 96.)

Assuming that a company has observed the formalities necessary for legalising its position in the country, it remains shortly to consider in what general matters it has to conform to the local law when there is no special

provision to that effect. It is impossible to state these exhaustively, but it may be mentioned that it must attend to the law as to the purchase, sale, mortgage, and registration of land; to all the local regulations which govern the mode of working, such as the mining law and regulations; the laws for the protection of workmen, and to the Revenue laws of all kinds; to the laws relating to contracts and wrongs-in fact, to all laws except those that govern status and personal capacity. There seems to be little doubt that foreign companies are bound to conform to such provisions of the Commercial Codes as determine the manner of keeping local accounts, of publishing balance sheets, &c.

Several countries have special legislation with respect to insurance companies, and besides the usual requirement of registration of the constitutive documents and the powers-ofattorney, oblige foreign companies to invest a certain portion of their cash capital in local securities, or else to form a local guaranty fund for the security of local policies, and to submit every matter concerning local contracts to the jurisdiction of the local tribunals exclusively.

All States require the publication of the annual accounts, and that in the course of the year certain returns should be made to the authorities.

It is a common thing to find a special provision applied to insurance companies, requiring them to obtain the authorisation of the executive power before establishing agents in the country for the purpose of representing them therein. Neglect to comply with this provision makes the agents personally liable for the performance of the contracts made by them, and in some cases for infringing the constitution of their company.

By the law of Colombia, the insurance is governed by the law of the country of the insurers, when they have merely agents in the State. (Colombia, Code Com., Art. 703.)

The legislation of the Republic of Chile is one of the most complete, and besides the requirements mentioned above, it insists on local agents obtaining the authorisation of the President of the Republic, subject otherwise to the criminal liability of the agents under Art. 467 of the Criminal Code, whereby persons obtaining money under such circumstances are punishable for fraud. An annual licence must be paid for. Foreign companies are deemed to be domiciled in Chile, and their local agent is constituted the judicial representative of the company for the purpose of suing and being sued.

Other States have made enactments on the same matter; thus, by the law of 14 April 1904 of the State of Paraguay, it is provided that :

Art. 8. "Contracts for insurances referring to land and carriage by rivers or inland waters are governed by the law of the country wherein the property, which is the subjectmatter of the insurance at the time of its solemnisation, is situated."

Art. 9.

"Marine and life insurances are governed by the law of the country wherein the insurance association is domiciled, or wherein its branches or agencies are domiciled in the case provided for by Art. 6.”

Art. 10. "The tribunals of the country wherein the said associations have their legal domicil are competent to have cognisance of claims brought against insurance associations. If such associations have formed branches in other States, the provisions of Art. 6 shall govern" (i. e., the law of Paraguay).

It will be known that in 1912 the Legislature of Uruguay passed a law making insurance (other than maritime insurance) a State monopoly. The State institution has been constituted and is in operation, but the foreign insurance companies have not been required to shut their doors, and

this in consequence of a strong diplomatic representation from the British and French Governments which stated that they would support the claims of their citizens. The Republic of Guatemala reserves the right of withdrawing the licences granted to foreign insurance companies on giving six months' notice. (Code Com., Art. 22.)

Issues of Shares and Bonds.

In some countries, as for instance in Mexico,1 issues of shares, cedulas and bonds by associations of all kinds, have to be entered on the Commercial Register, with particulars of series and number of the certificates of each issue, their interest and redemption, the total amount of the issue and the property charged with the payment thereof (if any).

In Mexico, also, provision is made by which the foreign issue of bonds by associations which are established in the Republic will only be effective therein when they combine the following requisites: that proper proof is given that in the external form and solemnities of the contract authorising the issue, the law of the country of its execution has been observed, and that the issue itself has been made. in accordance with the law of the country where it was made. The contract must be enrolled and inscribed or registered in the Commercial Register, and if the bonds are secured by a mortgage, this must be registered under the laws in force.

The obligations and rights arising from the contract will be governed by the law of the place of its execution, provided that it is not opposed to the Mexican law prohibiting the contract or to public order, although the contract is to be carried out wholly or partially in the Mexican Republic, unless it is expressly agreed in the contract that it shall be governed by the Mexican law.

1 Code Com., Art. 21.

Obligations which are secured by mortgage of immovable property situated in the Republic will be governed by the Mexican law in all that is material to the mortgage security.

The Mexican Tribunals are competent to take cognizance of all resulting disputes. (Law of 4 June 1902.)

It should be borne in mind that in some countries the issue of irredeemable bonds is illegal, as stated, for instance, in Art. 37 of the Constitution of the Republic of Colombia.

On 13 February, 1912, a law was passed in the Republic of Argentina regulating the issue of debentures by national associations, being either limited companies or limited partnerships with share capital. Art. 30 refers to debentures issued by foreign associations and enacts: "Associations which are constituted abroad, which issue debentures with a floating charge, affecting property situated in the Republic, must proceed to register within six months reckoned from the date of the issue, in the Public Register of Commerce of the Federal Capital, the contract of loan to which the issue of the debentures is due, or from which proceed the amount of the debentures issued and the securities granted in favour thereof, on pain of such securities being inoperative in the Republic. If the property of the association is exclusively situated in the territory of a single province, the inscription shall be effected on the Register of Commerce pertaining thereto.

66

'Every issue of debentures with a security which is not limited to a security on determined property, shall be deemed to be issued with a floating security. If the security is special, it must also be inscribed on the Register of Mortgages, where the property affected is situated. The inscriptions mentioned in this Article shall be effected on the application of the associations, of the trustees, or of any debenture holder. Failure to comply with these provisions shall be punished by a fine of one thousand pesos, national