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CORPORATIONS.-DOMICILE OF A CORPORATION belongs exclusively to the state or sovereignty under whose laws it is created. It exists only in contemplation of law, and by force of the law, and where that law ceases to operate and is no longer obligatory, the corporation can have no legal existence.

CORPORATIONS—DOMICILE-POWER TO CONTRACT.— Although the domicile of a corporation is exclusively in the state creating it, this fact creates no insuperable objection to its power of contracting in another state.

CORPORATIONS-POWER TO DO BUSINESS IN SISTER STATES.-A corporation legally created and organized under the laws of one state for the transaction of business there, may, by comity between the states, transact business in another state not in contravention of the laws or public policy of the latter.

CORPORATIONS-MEETINGS.-A corporation created under the laws of one state, cannot hold corporate meetings in another for the purpose of organizing the corporation, electing its officers, or performing any strictly corporate functions.

CORPORATIONS-PROOF OF CREATION.-Courts cannot take judicial knowledge of the laws of another state under which a corporation is claimed to have been created. Proof of such laws must be made in order that the court may see the legal warrant for the creation of the corporation.

CORPORATIONS-ILLEGAL CREATION-LIABILITY OF STOCKHOLDERS AS PARTNERS.-A corporation creditor seeking to enforce the payment of his debt may ignore the existence of the corporation, and proceed against the supposed stockholders as partners, by proving that the prescribed method of becoming incorporated has not been complied with.

CORPORATIONS DE FACTO exist when there is a law authorizing such corporation, and when the company has made an effort, though irregular and imperfect, to organize under the law, and is transacting business in a corporate name. The stockholders in such a corporation cannot be held liable as partners, but an association of persons cannot exist as a corporation de facto unless they can legally become a corporation de jure.

CORPORATIONS-PRESUMPTION AS TO EXISTENCE.The fact that a note indorsed to its holder before maturity is exe

cuted by persons as president and secretary of a company, does not create a presumption that it is a legally created corporation.

CORPORATIONS-ESTOPPEL TO DENY EXISTENCE OF. One must contract or deal with a company as a corporation before he can be estopped from denying its corporate existence.

Action against Taylor and fifteen others, as partners doing business under the name of the Florida Orange Hedge Fence Company, upon a note signed by "Florida Orange Hedge Fence Company, by its Pres. Jno. W. Childress. James A. Knox, as secretary and treasurer. Endorsed, Collis Ormsby." This note was indorsed to Duke before maturity. Taylor and others filed pleas alleging that the above-named company was a corporation organized under the laws of Tennessee, and doing business in Florida, and that said company was not then, and never had been, a partnership; that the note in question was given by the corporation for a corporate debt, was accepted as the note of the corporation and not as the note of a partnership, and that plaintiff took the note as a corporate note knowing it to be such. The court sustained the pleas and dismissed the case. The plaintiff appealed.

W. H. Jewell, for the appellant.

Beggs & Palmer, for the appellees.

71 MABRY, C. J. One of the pleas in this case, called a plea in abatement, alleges that the Florida Orange Hedge Fence Company was a corporation organized under the laws of Tennessee, and doing business in this state. According to the recognized American doctrine, the domicile and citizenship of a corporation are regarded as belonging to the state under whose laws the corporation is created. In the case of Bank of Augusta v. Earle, 13 Pet. 519, it is said that "a corporation can have no legal existence out of the boundaries of the sovereignty by which it is created. It exists only in contemplation of law, and by force of the law; and where that law ceases to operate, and is no longer obligatory, the corporation can have no existence. It must dwell in the place of its creation, and cannot migrate to another sovereignty. But although it must live and have its being in that state only, yet It does not by any means follow that its existence there will not be recognized in other places, and its residence in one state creates no insuperable objection to its power of contracting in another. It is indeed a mere artificial being, invisible and intangible; yet it is a person, for certain purposes in contemplation of law, and has been recognized as such by the decisions of this court." And in St. Louis v. Ferry Co., 11 Wall. 423, it is said,

in reference to a corporation, that "it can exercise its franchises extraterritorially only so far as may be 72 permitted by the policy or comity of other sovereignties. By the consent, express or implied, of the local government, it may transact there any business not ultra vires." In recognition of the doctrine announced in the case first cited, it was held by this court in Taylor v. Branham, 35 Fla. 297, 48 Am. St. Rep. 249, that a corporation can have no legal existence out of the boundaries of the sovereignty by which it is created. It exists only in contemplation of law, and by force of the law; and where that law ceases to operate, the corporation can have no existence. It must dwell in the place of its creation, and cannot migrate to another sovereignty. And where a number of individuals assume to act in a corporate capacity in a state where they have not been clothed with corporate existence and authority, they cannot there be recognized as a legally constituted corporation, though they may have been duly incorporated in another state, and such persons, in the state where they assume corporate capacity, will be treated as, and held to the responsibility of, partners. In the case just cited in this court the record showed that there was an attempt at an organization of a corporation in this state under a supposed charter obtained under the general laws of Tennessee without any organization or user in that state. Where a corporation has been legally created and organized under the laws of a sister state for the transaction of any business there, it may, by comity existing between the states, transact business in this state, provided it be not in contravention of our laws or public policy. Our general incorporating laws recognize the transaction of business by foreign corporations in this state, and, in the absence of express legislative assertion to the contrary, the courts of this 73 state would be bound to recognize the comity existing among the states. While this is true, it is also well settled that a corporation created under the laws of one state cannot hold corporate meetings in another for the purpose of organizing the corporation, electing its officers, or performing any strictly corporate functions in its organization.

A corporate charter was granted by the legislature of Maine, and the corporators met in New York, accepted the charter, elected officers and a board of directors for the corporation, and it was held in Miller v. Ewer, 27 Me. 509, 46 Am. Dec. 619, that all votes and proceedings of persons professing to act in the capacity of corporations, when assembled without the bounds of the sovereignty granting the charter, are void. The corporators

in a charter granted by the state of North Carolina met in Baltimore, Maryland, and accepted the charter, and it was held that the acceptance was invalid, and the corporation had no legal existence: Smith v. Silver Valley Min. Co., 64 Md. 85; 54 Am. Rep. 760. After a corporation has been duly organized in the state of its creation, there may be some question as to the legality of meetings of directors, or even stockholders, without the limit of the state, as to which we express no opinion; but there can be no doubt from the authorities that the first meeting to organize the corporation and elect its first officers must be within the state where it is created: 1 Beach on Private Corporations, Bec. 286.

In our judgment, there was no sufficient proof before the court to sustain the plea in the case before us, that the Florida Orange Hedge Fence Company was a corporation organized under the laws of Tennessee and doing business in Florida. In the first place, the laws 74 of Tennessee, authorizing the formation of such a corporation as the supposed charter purports to create, were not put in evidence, so far as the record shows, and we do not see that we can take judicial knowledge of the laws of another state under which a corporation is claimed to have been created. The authorities indicate that proof of such laws must be made in order that the court may see the legal warrant for the creation of such corporations: Holloway v. Memphis etc. R. R. Co., 23 Tex. 465; 76 Am. Dec. 68; United States Bank v. Stearns,15 Wend. 314; 1 Lawson's Rights, Remedies, and Practice, sec. 344. Conceding that there was legal authority for obtaining the charter in question, the evidence fails to show any organization of the corporation in Tennessee, or any user under the charter in that state; but it does show, in our opinion, an attempted organization in this state under the charter. The first officers were elected here, and the only stock ever issued was in Orlando. The meeting in Tennessee cannot be regarded as resulting in any corporate action to the extent of organizing a corporation under the charter. Taken in connection with what one of the corporators testified, the conclusion is, that they determined to come to Florida to carry out the methods and plans of operating the company, and the testimony shows that they did come to this state and attempted to organize by adopting a seal, electing officers, and issuing stock, and although such action on their part appears to have been in good faith, under the belief that the corporation existed, it was ineffectual to accomplish any organization in law. Under the authorities referred to, there can be no organization

of a corporation in this state under a charter obtained in a foreign jurisdiction to do business 75 there. The present case does not come within the principle decided in Demarest v. Flack, 128 N. Y. 205, where citizens of that state obtained in West Virginia a charter and organized under it for the purpose of doing business in the state of New York. From the evidence produced in this case, we are of the opinion that the proceedings on the part of appellees and associates in attempting to organize a corporation in this state were void, and no corporation was in fact organized.

It is contended for appellees that the Florida Orange Hedge Fence Company was, under the organization mentioned, a corporation de facto, and that appellant cannot be permitted to question its existence; and further that he is estopped from denying its existence; because both he and his assignor recognized and dealt with the company as a corporation. Cook states, in his book on Stock and Stockholders, third edition, section 233, that "there are many cases to the effect that a corporation creditor seeking to enforce the payment of his debt may ignore the existence of the corporation, and may proceed against the supposed stockholders as partners, by proving that the prescribed method of becoming incorporated was not complied with by the company in question. For instance, it has been held that where the articles of association were signed, but not filed until some time subsequently, debts contracted in the interim might be collected from the stockholders as partners. So, also, a total failure to file or record the certificate or articles of incorporation has been held to render the members liable as partners; as also an omission of the members to sign and publish the articles of association, or an indefinite statement of what the principal 76 place of business of the corporation is to be." And in section 234 he states that "during the past few years, however, the great weight of authority has clearly established the rule that where a supposed corporation is doing business as a de facto corporation, the stockholders cannot be held liable as partners, although there have been irregularities, omissions, or mistakes in incorporating or organizing the company. The corporation is a de facto corporation where there is a law authorizing such corporation, and where the company has made an effort to organize under that law and is transacting business in a corporate name." The two views here expressed by this author indicate the dividing line between the decisions on the subject. The case of Snider's Sons' Co. v. Troy, 91 Ala. 224, 24 Am. St. Rep. 887, contains a clear statement of the di.

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