§ 43 found, it shall be lawful, while such default continues, to serve process against any such corporation upon the secretary of state, and such service shall be as effective to all intents and purposes as if made upon the president or head officer of such corporation, and within two days after such service upon the secretary of state as aforesaid, it shall be the duty of the secretary of state to notify such corporation thereof by letter directed. to such corporation at its registered office, in which letter shall be inclosed a copy of the process or other paper served, and it shall be the duty of the plaintiff in any action in which said process shall be issued to pay to the secretary of state, for the use of the state, the sum of three dollars, which said sum shall be taxed as a part of the taxable costs in said suit if the plaintiff prevails therein; the secretary of state shall keep a book to be called the "process book," in which shall be recorded alphabetically, by the name of the plaintiff and defendant therein, the title of all causes in which processes have been served upon him, the test of the process so served and the return day thereof, and the date and hour when such service was made.

3. The terms "principal office,' "principal office in this. state" and "registered office," wherever used in this act, shall be construed as synonymous terms.

(As amended by Chap. 124 Laws of 1900; P. L. 1900, p. 313.)

P. L. 1872, p. 27; Act of 1875, § 49; P. L. 1877, p. 103; P. L. 1894, p.. 194; P. L. 1895, p. II.

As to when stock is issued, see Storage Co. v. Assessors, 56 N. J. Law, 389, 393.

For the addresses of the directors and officers it is permissible to state "the post office address of the registered office of the company within "this state," under the provision that “Whenever by any law of this state, "in any such certificate, report or statement, the residence or post office. "address of any incorporator, stockholder, director or other officer is "required to be set forth or given, it shall be and be deemed a full com"pliance with such provision to give as such post office address the post. "office address of the registered office of the company within this state.” (Section 43a, post.)

This provision renders it unnecessary to disclose the non-residence of any stockholder or officer, and is for the purpose of protection against the tax authorities of other States, which, especially New York, were said to have caused an examination to be made of the records of the State of New Jersey in order to secure the names of stockholders residing in their respective States upon whom to serve notice of taxation both of the corporation and of the stockholders.

43a.* Every certificate and report must give address of New § 43a-44 Jersey office and name of agent.

Every certificate, report or statement now or hereafter required by any law of this state to be made to any officer or department of this state, or to be published, filed or recorded by any corporation, domestic or foreign, shall, in addition to the other matter required by law, set forth the location (town or city, street and number, if number there be) of its principal office in this state, and the name of the agent therein and in charge thereof, and upon whom process against the corporation may be served.

No certificate, statement or report shall hereafter be received, filed or recorded by any officer or in any office of this state unless the same shall comply with the foregoing provisions.

Such office of any domestic corporation so registered shall be and be deemed the office and post office address of such domestic corporation, its officers, directors and stockholders, and whenever by the provisions of any law of this state any notice is required to be given to the corporation, its officers, stockholders or directors, such notice shall be sent by mail or otherwise as the law may require to such registered office, and such notice so given shall be and be deemed sufficient notice.

Whenever by any law of this state, in any such certificate, report or statement, the residence or post office address of any incorporator, stockholder, director or other officer is required to be set forth or given, it shall be and be deemed a full compliance with such provision to give as such post office address the post office address of the registered office of the company within this state.

(Supplement of April 20, 1898; P. L. 1898, p. 410.)

The following is the form approved by the Secretary of State:
“The location of the principal office in this State is at No.

County of

"The name of the agent therein and in charge thereof, upon whom process against this corporation may be served, is

44. Stockholders' meetings must be held at registered office in New Jersey. Corporations must maintain a New Jersey office. Directors may meet out of state.

In all cases where it is not otherwise provided by law, the meetings of the stockholders of every corporation of this state

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

§ 44 shall be held at its principal office in this state; the directors may hold their meetings, and have an office, and keep the books of the corporation (except the stock and transfer books) outside of this state, if the by-laws or certificate of incorporation so provide; every corporation shall maintain a principal office in this state, and have an agent in charge thereof, wherein shall be kept the stock and transfer books for the inspection of all who are authorized to see the same, and for the transfer of stock; the court of chancery or the supreme court, or any justice. thereof, may, upon proper cause shown, summarily order any or all of the books of said corporation to be forthwith brought within this state, and kept therein at such place and for such time as may be designated in such order, and the charter of any corporation failing to comply with such order may be declared forfeited by the court making such order, and it shall thereupon cease to be a corporation, and all its directors and officers shall be liable to be punished for contempt of court for disobedience of such order.

P. L. 1849, p. 215; Act of 1875, § 50.

The stockholders' meeting must be held at principal office in New Jersey, except where the charter designates another place.-Prior to February 28, 1849, there appears to have been no statutory restriction upon New Jersey corporations as to where they should hold their stockholders' meetings.

Many special charters had been granted to corporations, designating the place of meeting of the stockholders. In 1849 an act was passed providing

"That all companies incorporated under the laws of this state, whose "charters do not designate their places of meeting, shall hold their business meetings, the meetings of their directors, and shall keep their office "and the books of the company, in the state of New Jersey; provided, "that this act shall not apply to any corporations whose charters are "not subject, by the terms thereof, to be altered, modified or repealed, or to any incorporated steamboat companies, or to any ferry company, on the waters between this state and either of the adjoining states.' P. L. 1849, p. 215.

For the proviso in this act there was eventually substituted the words "in all cases where not otherwise specified by law." Subsequent decisions construed this language to apply to corporations having a special charter which designated a place for the meetings of the stockholders, and which provision could not be changed by the Legislature because the charters were not subject to repeal. (Hilles v. Parrish, 14 N. J. Eq., 380, 383; Coe v. N. J. Mid. R'y Co., 31 N. J. Eq., 115, 117.) These cases held that independent of this statute the rule in New Jersey was the same as that in other states, "that a private corporation whose charter has been granted by one state cannot hold meetings and pass votes in another state."

All corporations, therefore, organized under the General Act since § 44 1875 must hold meetings of stockholders in New Jersey, at the principal and registered office of the company.

It would seem to follow from Hilles v. Parrish, 14 N. J. Eq., 380, that any action taken at any stockholders' meeting held outside of New Jersey is void.

This section is the legislative sanction of New Jersey for the holding of directors' meetings outside of the State. Without this, proceedings taken at such a meeting might be judicially declared invalid. (Hilles v. Parrish, 14 N. J. Eq., 380; Thompson on Corporations, Vol. 6, Section 7875, et seq., discusses the rule in detail and states the principle involved.) "Every corporation shall maintain a principal office in this state, and have an agent in charge thereof, wherein shall be kept the stock and transfer books "for the inspection of all who are authorized to see the same, and for the transfer " of stock."

46

This is the legislative prohibition against "tramp corporations." Requiring the corporation to "maintain" a principal office is but the statutory declaration of the principle that a corporation "must dwell in the place "of its creation and cannot migrate to another sovereignty." (Bank of Augusta v. Earle, 13 Pet. [U. S.], 519, 588; Day v. Newark India Rubber Co., 1 Blatchf. [U. S.], 628.)

The same doctrine has been asserted by the courts of New Jersey. (Coe v. N. J. Mid. Ry. Co., 31 N. J. Eq., 115, 117 [1892].)

The company must state in its certificate of incorporation the location by street and number of its principal office. (Section 8, subdivision II, as amended in 1898. See p. 16, ante.)

This same registration of the principal office must appear in every certificate, report or statement thereafter filed or published. (Section 43a, ante.)

The office must be accessible to the public.-Besides registering the office in the departments of New Jersey, the office must be known and accessible to the public, having a sign containing the name of the corporation displayed at the entrance to the office.

A failure to do this subjects the directors to a joint and several penalty of two hundred dollars, repeated every thirty days after service of process (Section 45).

Registered agent in charge. This agent should be a citizen of the State of New Jersey, of full age, or a domestic corporation authorized so to act. Trust companies are given exclusive power to act as the agent of corporations, domestic and foreign, and to register and transfer stocks, and such powers are forbidden to other corporations. (See p. 13, ante, P. L. 1899, P. 455.)

It is clear from an examination of the statutes of New Jersey that it is intended by the State that there shall be no evasion of this provision, but that there shall be an agent actually in charge of the office during business hours.

The name of this agent must be inserted in the certificate of incorpora

§ 44 tion (Section 43a), and his name must be given in every certificate filed or published by the corporation. (Id.)

The agent must be authorized to receive process against the company. (Section 43a.)

This is intended for the benefit of those who desire to sue domestic corporations and to put an end to the evasion of suits in New Jersey by corporations organized under its laws.

There must be not only an authorized agent at the office, but he must be in charge of the office" at all times during business hours."

The agent is required, under Section 33, at all times during business hours to exhibit the stock books to any one entitled to see the same. He is required to have an annual list of the stockholders made up fresh each year and filed ten days before the annual election. This list must be open to the inspection of any stockholder at all times during business hours. (Section 33.)

The agent must also be authorized to transfer stock.

Inspection of books by stockholders.-At common law the stockholder of a corporation had the right to examine at a reasonable time the books and records of the company. Where such right was denied to him he had an action for damages. He also had a remedy by mandamus, but, as was stated in the case of Rosenfield v. Einstein (46 N. J. Law, 479, 481), “ To warrant this writ against private" companies or their officers or agents, "there must be some specific duty to the relator, expressly imposed by the terms of their charters or necessarily arising from the nature of the * * privileges or obligations which the charters create. Undoubtedly at proper times and for proper purposes, shareholders are entitled to "inspect corporate books." It was held in that case, however, that where there is fair reason to believe that a party asking for an inspection of corporate books intends to make an improper use of them, and on that ground his request is denied, the court will not aid him by mandamus.

44

*

The statute gives each stockholder the express right to examine the stock and transfer books at the company's principal office at all times during business hours (Section 33), and if that right is denied to him the sole remedy is by mandamus. (Fuller v. Alex. Hollander Co., 47 Atl. Rep., 646; see also Rothermel v. North American Co., 18 N. J. L. J., 273.)

Order to bring books into the State.-The power conferred by this section summarily to order books of a corporation to be forthwith brought within this State is exercisable by a justice of the Supreme Court, or by the Court of Chancery, only when a situation exists in which the judicial authority whose action is invoked can exercise control over the books after compliance with the order. That situation constitutes the "proper cause" contemplated by the act. Such jurisdiction of the Court of Chancery is confined to cases where the same are evidential in a cause pending in the court, and cases arising under a bill filed for relief, as well as discovery, or under a bill filed for discovery only, in aid of a prosecution or defense in litigation pending or contemplated. (Fuller v. Alex. Hollander Co., 47 Atl. Rep., 646.)