100.

Unlawful to transact business until authority is ob- § 100-1 tained. Every foreign corporation transacting any business in any manner whatsoever, directly or indirectly, in this state, without having first obtained authority therefor, as hereinabove provided, shall for each offense forfeit to the state the sum of two hundred dollars, to be recovered with costs in an action prosecuted by the attorney-general in the name of the state. P. L. 1894, P. 346; P. L. 1895, p. 293.

100a.* Attachment against foreign corporation.-Attachments may issue against * * * corporations not created or recognized as corporations of this state by the laws of this state and joint stock associations.

§ 4, Attachment Act, P. L. 1901, p. 158.

Under this section of the attachment act before the Revision of 1901, it seems that a foreign corporation complying with the requirements of law to authorize it to carry on business in this State was not liable to attachment. (Goldmark v. Magnolia Metal Co., 47 Atl. Rep., 720.)

The language of this section is somewhat different from that of the Revision of 1874 (Gen. Stat., p. 99, 7), the words of this state" italicized above being new. It is probable, however, that no change of meaning is effected.

The title of a receiver of a foreign corporation will be protected against attachment by other foreign corporations. (Merchants' National Bank of Boston v. Pennsylvania Steel Company, 57 N. J. Law, 330.)

101. Foreign corporations to pay same taxes, etc., required of New Jersey corporations in other states.-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 the state.

P. L. 1894, p. 346; P. L. 1894, P. 446.

This section is in retaliation for the hostile legislation of some of the other States regarding foreign corporations.

*Arbitrary number; section inserted here merely for convenience of reference.

§ 102-5

102. Service of prerogative writ against foreign corporation. -In any proceeding in any court of this state against a foreign corporation requiring the use of any prerogative writ, such writ may be served upon the president, vice-president, secretary or other head officer, or any director, either personally or by leaving a copy at the dwelling-house or usual place of abode of such officer or director, or upon any general agent, attorney, solicitor, superintendent or manager of such corporation.

P. L. 1881, p. 298.

103. How writs may be enforced upon failure to make return, etc.-In case any such corporation, after the service of any such writ, as aforesaid, shall neglect or refuse to make a proper return thereto, or shall neglect or refuse to obey the command of any such writ, when issued upon any judgment, order or decree of the supreme court, court of chancery, or any of the circuit courts of this state, and served as aforesaid, within the time prescribed by such writ, said court may enforce such writs by attachment or sequestration of the property, rights and credits of the corporation within this state.

P. L. 1881, p. 298.

See note to Section 87.

XI.-Merger of Corporations.

104. Corporations of this state may merge and consolidate.— Any two or more corporations organized or to be organized under any law or laws of this state for the purpose of carrying on any kind of business of the same or a similar nature may merge or consolidate into a single corporation, which may be either one of said merging or consolidating corporations, or a new corporation to be formed by means of such merger and consolidation; but the provisions of this act relative to merger and consolidation shall not apply to any railroad company, insurance company (except companies for the insurance or guaranty of the title to lands), banking company, savings bank or other corporation intended to derive profit from the loan and use of money, turnpike company or canal company.

P. L. 1883, p. 242; P. L. 1888, p. 441; P. L. 1893, p. 121.

105. Consolidation or merger; how made.-The consolidation or merger shall be made under the conditions, provisions, restrictions, and with the powers hereinafter mentioned:

I. The directors of the several corporations proposing to § 105 merge or consolidate may enter into a joint agreement under the corporate seals of the respective corporations, for the merger or consolidation of said corporations, and prescribing the terms and conditions thereof, the mode of carrying the same into effect, the name of the new corporation (if one shall be so formed or created), or of the consolidated corporation, as the case may be; the number, names and places of residence of the first directors and officers of such new or consolidated corporation. (who shall hold their offices until their successors be chosen or appointed, either according to law or according to the by-laws of the said corporation); the number of shares of the capital stock, whether common or preferred, and the amount or par value of each share of such new or consolidated corporation; and the manner of converting the capital stock of each of said merging or consolidating corporations into the stock or obligations of such new or consolidated corporation, and in case of the creation of a new corporation, how and when the directors and officers shall be chosen or appointed; together with all such other provisions and details as such first-mentioned directors shall deem necessary to perfect the merger consolidation of said corporation.

II. The agreement shall be submitted to the stockholders of each of said merging or consolidating corporations, separately, at a meeting thereof, to be called for the purpose of taking the same into consideration; and twenty days' notice of the time, place and object of such meeting shall be mailed to the last known post office address of each of such stockholders; and at the said meetings of stockholders the said agreement of such directors shall be considered, and a vote of the stockholders of each corporation by ballot shall be taken separately, for the adoption or rejection of the same, each share of stock entitling the holder thereof to one vote, and said ballots shall be cast in person or by proxy; and if the votes of the holders of two-thirds. of all the capital stock of each of the said merging or consolidating corporations shall be for the adoption of said agreement, that fact shall be certified thereon by the secretary of each of the respective corporations, under the seal thereof, and the agreement, so adopted and so certified, shall be filed in the office of

§ 106-7 the secretary of state, and shall from thence be deemed and taken to be the agreement and act of merger or consolidation of the said corporations, and a copy of said agreement and act of merger or consolidation, duly certified by the secretary of state under the seal thereof, shall be evidence of the existence of such new or consolidated corporation.

P. L. 1883, p. 242; P. L. 1888, p. 441; P. L. 1893, p. 121.

106. Corporations merged or consolidated shall be one corporation. Upon making and perfecting the said agreement and act of merger or consolidation, and filing the same in the office. of the secretary of state, the several corporations shall be one corporation, by the name provided in said agreement (in case a new corporation shall be created thereby), or by the name of the consolidated corporation into which said other contracting corporation or corporations shall be so merged or consolidated, as the case may be, and possessing all the rights, privileges, powers and franchises, as well of a public as of private nature, and being subject to all the restrictions, disabilities and duties of each of such corporations so merged or consolidated, except as altered by the provisions of this act.

P. L. 1883, p. 242; P. L. 1888, p. 441; P. L. 1893, p. 121.

107. Upon merging or consolidating, rights, etc., to be vested in new corporation.-Upon the consummation of said act of merger or consolidation, all and singular, the rights, privileges, powers and franchises of each of said corporations, and all property, real, personal and mixed, and all debts due on whatever account, as well for stock subscriptions as all other things in action or belonging to each of such corporations, shall be vested in the consolidated corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectually the property of of the consolidated corporation as they were of the several and respective former corporations, and the title to any real estate, whether by deed or otherwise, under the laws of this state, vested in either of such corporations, shall not revert or be in any way impaired by reason of this act; provided, that all rights of creditors and all liens upon the property of either of said former corporations shall be preserved unimpaired, and

To face p. 111, Dill on New Jersey Corporations, 3d cloth and 4th paper edition. Amendment of 1902.

ON MERGER OR Consolidation Dissenting StockHOLDER MAY HAVE STOCK APPRAISED.

1. Upon the merger or consolidation of any two or more corporations, which do not have the right to exercise any franchise for public use, into a single corporation, as provided by the act to which this act is a supplement, if any stockholder in any of said merging or consolidating corporations not voting in favor of such agreement of merger or consolidation, shall dissent therefrom and shall refuse or neglect to convert his stock into the stock of such consolidated corporation, or to dispose thereof in the manner and on the terms specified in such agreement, such dissenting stockholder may, at any time within thirty days after the adoption and filing of the agreement of consolidation, apply by petition to the circuit court of the county in which the chief office of the corporation, whose stockholder shall so dissent or neglect, was or is located, on reasonable notice to be prescribed by said court to said consolidated corporation for the appointment of three disinterested appraisers to appraise the full market value of his stock without regard to any depreciation or appreciation thereof in consequence of the said merger or consolidation; and thereafter the proceedings and the rights and remedies of the respective parties shall be the same as is provided in the act to which this act is a supplement in the case of the appointment of appraisers to appraise the market value of stock of dissenting stockholders of corporations enjoying the right to exercise any franchise for public use; and the judgment upon the award as provided for therein, shall be a judgment against said consolidated corporation, and shall be a lien on all the property and assets acquired by the consolidated corporation from the corporation so merged, subject only to such liens as existed against said property and assets at the time of such merger or consolidation. 2. Nothing herein shall in anywise limit, repeal or supersede the provisions of the one hundred and eighth section of the act to which this is a supplement. (Chap. 241, Laws of 1902, approved April 10, 1902, and taking effect immediately.)