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property used and business done in Ohio. Any corporation aggrieved by the decision of the secretary of state, may, within ten days, appeal to the auditor of state, the treasurer of state and the attorney-general, whose decision in the matter shall be final. Every foreign corporation, subject to the provisions of this section, which shall neglect or fail to comply with its requirements, shall be subject to a penalty of one thousand dollars, and an additional penalty of one thousand dollars for every month that it continues to transact any business in Ohio, without complying with the requirements of this section, to be recovered by action in the name of the state, and on collection, paid into the state treasury to the credit of the general revenue fund. The attorneygeneral, on the request of the secretary of state, shall institute such action in the court of common pleas of Franklin county, or of any county in which such corporation has an office or place of business, as he prefers. No foreign corporation subject to the provisions of this section, shall maintain any action in this state upon any contract made by it in this state after the time fixed by this act for a compliance by such corporation with its requirements, until it shall have complied with the requirements of this act and procured the requisite certificate from the secretary of state. Every corporation which has filed its statement and paid the privilege tax under this section, and which thereafter shall increase the proportion of its capital stock represented by property used and business done in Ohio, shall, within thirty days after such increase, file an additional statement with the secretary of state, and pay a fee of one-tenth of one per cent upon the amount of increase of its capital stock represented by property owned or business done in Ohio. All fees collected by the secretary of state under this section shall be paid by him into the state treasury to the credit of the general revenue fund. Every corporation subject to the provisions of this section, which complies with its requirements, shall not be subject to process of attachment under section fifty-five hundred and twenty-one, Revised Statutes, or any law of Ohio, upon the ground that it is a foreign corporation or a nonresident of this state. And in all cases where the property of any such corporation in this state shall be taxed in the name of such corporation, and such corporation annually, before the 25th day of April, makes a return to the secretary of state showing the aggregate amount of all its capital stock owned or controlled by residents of Ohio, together with the names and addresses of such stockholders, with the number of shares owned by each, on the day preceding the second Monday of April, and the aggregate amount of such capital stock owned or controlled by residents of Ohio does not exceed the aggregate amount of the property returned for taxation in the name of such corporation in Ohio, the stockholders of such company shall not be required to list for taxation any share or shares of the capital stock of such corporation. In all cases where the property of any such corporation in this state shall be taxed in the name of such corporation, and such corporation annually, before the 25th day of April, makes a return to the secretary of state showing the aggregate amount of all its capital stock owned or controlled by residents of Ohio, together with the names and addresses of such stocklolders, with the number of shares owned by each, on the day preceding the second Monday of April, and the aggregate amount of all of the capital stock of such corporation owned or controlled by residents of Ohio exceeds the aggregate amount of the property returned for taxation in the name of such corporation in Ohio, the stockholders of such corporation shall not be required to list for taxation any share or shares of the capital stock of such corporation, except such proportionate value thereof as the value of the property of such corporation located outside of the State of Ohio bears to the value of the entire property of such corporation. Provided, however, that such exemption shall only apply to the shares of stock specifically set forth on the tax blanks of such stockholders. Provided further, that where all the business of a foreign corporation is transacted in this state, and all of its property situated and taxed in Ohio, the stockholders of such corporation shall not be required to list for taxation any share or shares of the capital stock of such corporation. If any person solicits or transacts within this state, any business for any such foreign corporation, until it shall have complied with all the provisions of this section, he shall be deemed guilty of a misdemeanor, and on conviction, shall be fined not less than ten dollars, nor more than five hundred dollars, or be imprisoned not less than ten days nor more than six months, or both. It shall be the duty of the prosecuting attorney, upon direction of the attorney-general, to prosecute any person charged with a violation of the provisions of this section. 94 O. L. 225.

Sections 148c and 148d do not strictly belong to this book, but are given as matter of much interest. The acts are discussed in Tol. Com. Co. v. Glen Mfg. Co., II C. C. 153; affirmed in 55 Ohio St. 217. See also notes to sec. 3266, and 4 N. P. 167.

The act (1480) is constitutional. Ætna Iron and Steel Co. v. Taylor, 13 C. C. 602; Puerrung v. Carter-Crume Co., 16 C. C. 629.

$ 148d. Certificate required of foreign stock corporations

Requirements before certificate granted Designated person upon whom process may be served; term of such designation-Revocation of authority; service of process-Fee to be paid at time of such service; duty of secretary of state-Fees for issuing certificates-Disposition of fees-Exemption from process of attachment-Penalty for acting as agent of corpora

tion failing to comply with actThat no foreign stock corporation, other than a banking or insurance corporation, or foreign building and loan associations, or foreign co-operative or investment companies, or foreign companies organized to sell certificates or debentures on the installment or partial payment plan, or foreign corporations doing business on the service dividend plan, who have deposited with treasurer of the State of Ohio securities satisfactory to him of the value of not less than twenty-five thousand dollars, and shall annually thereafter deposit securities to the satisfaction of said treasurer equal in value to ten per cent of the gross receipts on the amount of business done in Ohio for the preceding year, until the whole amount so deposited has reached the sum of one hundred thousand dollars, for the protection of the holders of such certificates or debentures, shall do business in this state without first having procured from the secretary of state a certificate that it has complied with all the requirements of law to authorize it to do business in this state, and that the business of the corporation to be carried on in this state is such as can be lawfully carried on by a corporation incorporated under the laws of this state for such or similar business, or if more than one kind of business, by two or more corporations so incorporated for such kinds of business exclusively. The secretary of state shall deliver such certificate to every such corporation so complying with the requirements of the laws of this state. No such foreign stock corporations doing business in this state without such certificate, shall maintain any action in this state upon any contract made by it in this state until it shall have procured such certificate. Before granting such certificate, the secretary of state shall require every such foreign corporation to file in his office a sworn copy of its charter or certificate of incorporation, and a statement under its corporate seal particularly setting forth the amount of capital stock, the business or objects of the corporation which it is engaged in carrying on, or which it proposes to engage in or carry on within the state, and a place within this state which is to be its principal place of business, and designating in the manner prescribed in the code of civil procedure in this state, a person upon whom process against such corporation may be served within this state. The person so designated must have an office or place of business at the place where such corporation is to have its principal place of business within this state. Such designation shall continue in force until revoked by an instrument in writing designating in like manner some other person upon whom process against such corporation may be served in this state. Any agent so designated by such foreign corporation may, in the name and on behalf of such corporation, bring or prosecute actions in any of the courts of this state in the same manner and with like effect as if done by an officer of such corporation. If the person so designated die or remove from the place where such corporation has its principal place of business within this state, and such corporation does not, within thirty days after such death or removal, designate in like manner another person upon whom process against it may be served within this state, the secretary of state shall revoke the authority of such corporation to do business within this state, and process against such corporation in actions upon any liability incurred within this state before such revocations, may after such death or removal, and before another desig. nation is made, be served upon the secretary [of state). At the time of such service the plaintiff shall pay to the secretary of state two dollars, to be included in his taxable costs and disbursements, and the secretary of state shall forthwith mail a copy of such notice to such corporation, if its address or the address of any officer thereof is known to him. For each certificate thus issued by the secretary of state he shall be entitled to receive

20 00

30 00 50 00

and shall be paid fees according to the amount of capital stock of each such corporation, as follows: $100,000 or less,

$15 00 More than $100,000 and not exceeding $300,000, More than $300,000 and not exceeding $500,000,

25 00 More than $500,000 and less than $1,000,000, $1,000,000 or more,

Which fees and the several sums of two dollars above named are to be paid by him to treasurer of state to credit of general revenue fund. Provided that such foreign corporations as comply with the provisions of section 148c of the revised statutes, as amended May 16, 1894, shall not be subject to process of attachment under section fifty-five hundred and twenty-one, revised statutes, or any law of Ohio, upon the ground, that it is a foreign corporation or non-resident of this state. If any person solicits, or transacts, within this state, any business for any such foreign corporation, until it shall have complied with all the provisions of this section, he shall be deemed guilty of a misdemeanor, and on conviction, shall be fined not less than ten dollars nor more than five hundred dollars, or be imprisoned not less than ten days nor more than six months, or both. It shall be the duty of the prosecuting attorney, upon direction of the attorney general, to prosecute any person charged with a violation of the provisions of this section. 93 v. 227.

See note to section 148c.

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