information and belief; the secretary of state shall upon application furnish blanks in proper form and shall safely keep in his office all such reports and shall prepare an alphabetical index thereof, which reports and index shall be open to the inspection of all persons at proper hours.

2. In case any domestic corporation, or any foreign corporation authorized to transact business in this state, shall fail to file such report within the time required by this section, or in case the agent of any such corporation designated by any such corporation as the agent upon whom process against the corporation may be served shall die, or shall resign, or shall remove from the state, or such agent cannot with due diligence be found, it shall be lawful, while such default continues, to serve procees 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 re

turn 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. 11.

As to when stock is "issued," see Am. Pig Iron Storage Co. v. Assessors, 56 N. J. Law, 389, 393; Knickerbocker Importation Co. v. Assessors, 74 N. J. Law, 583.

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. (Section 43a.)

The failure of the directors to file the report of the election of directors must be wilful in order to make the directors failing to file the same ineligible to re-election at the next annual election. In re Election of Directors of Brooklyn Baseball Club, 75 N. J. Law, 64.

In Lenhart & Hoffman v. American School Furniture Co., 32 N. J. L. J., 49, the U. S. Circuit Court for New Jersey held that under the statute a registered agent of a domestic corporation should be appointed or the appointment renewed annually, the presumption being that such agency does not continue indefinitely.

Failure to file the report giving the names and addresses of the directors, raises the presumption that no election was held during the year and that the directors whose names appear on the statement last filed have held over. Appleton v. American Malting Co., 65 N. J. Eq., 375.

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 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

*

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

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 postoffice 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 postoffice address of the registered office of the company within this state.

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

"The Chancery Act (Act April 3, 1902, P. L., p. 511, Art. 2, §5), providing for the method of service of process for appearance upon the defendant, does not mention corporations by name, but in the absence of statutory enactment the common law principle applies that "the name "person" in a statute includes corporations if they fall

within the general reason and design of the act.' U. S. v. Amedy, 11 Wheat. (U. S.), 392; 6 Law Ed., 502." Martin v. Atlas Estate Co., 72 N. J. Eq., 416, at 418.

This section does not provide an exclusive method of acquiring jurisdiction over corporations in this state. It merely creates an additional agent of the corporation upon whom process "may" be served. Although service on an agent is not strictly personal service on a corporation, Laufman & Co. v. Hope Mfg. Co., 54 N. J. Law, 70, still, service on any officer or agent of the company whose duty it is, either in his official capacity or by virtue of his employment to communicate the fact of such service to the governing body of the corporation, is tantamount to personal service in the case of a natural person." Martin v. Atlas Estate Co., Id.

As to the effect of the appointment of a receiver on the registered agent's authority to receive process for the company, see Nickolson v. Wheeling, etc., Co., 110 Fed. Rep., 105.

Service of notice made on the registered agent of a corporation though not at the registered office is good service. Phila. & Camden Ferry Co. v. Intercity Link R. Co., 73 N. J. Law, 86; aff'd 74 Id., 594. The agent named must be a natural person, resident of the state, or a corporation having specific power to act as such agent. power is limited to trust companies. See note, p. 144.

As to service of subpoena, writs, etc., see Sec. 87b.

This

43b.* Every Certificate and Report Must Be in the English Language.

Every certificate of incorporation including the corporate name or title, every amended or supplemental certificate, and every report, statement or other paper relative to or affecting corporations, domestic or foreign, now or hereafter required by any law of this state to be made to any officer, or recorded or filed in any office of this state, shall be in the English language; no certificate, statement, report or paper relative to or affecting corporations, shall hereafter be received, recorded or filed by any officer or in any office of this state unless the same shall comply with the foregoing provisions.

("Act relative to corporations," P. L. 1903, p. 231.)

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

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 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 registered office in New Jersey.

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