§ 99-100 Presumption as to complying with law. In certiorari proceedings where the prosecutors in their reasons filed did not question the status of a foreign corporation, the court will assume on final hearing that the corporation has complied with the prerequisites to doing business in New Jersey. (Benton v. City of Elizabeth, 61 N. J. Law, 411; aff'd 61 N. J. Law, 693.) 99. On death of agent, another to be appointed; penalty for failure. If said agent shall die, remove from the state or become disqualified, such corporation shall forthwith file in the office of the secretary of state a written appointment of another agent, attested in the manner above provided, and in case of the omission to do so within thirty days after such death, removal or disqualification, then the secretary of state, upon being satisfied that such omission has continued for thirty days, shall, by entry on the record thereof, revoke the certificate of authority to transact business within this state, and process against such corporation in actions upon any liability incurred within this state before the designation of another agent may, after such revocation, be served upon the secretary of state; at the time of such service the plaintiff shall pay to the secretary of state for the use of the state two dollars, to be included in the taxable costs of such plaintiff, and the secretary of state shall forthwith mail a copy of such process to such corporation at its general cffice or to the address of some officer thereof, if known to him. For provisions as to annual report to be filed by foreign corporation, penalty for such failure, and service of process in case of failure, see § 43, ante. 100. Unlawful to transact business until authority is obtained. 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., 65 N. J. Law, 341.) 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, 336.) 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 this 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. § 100a-101 § 102-104 102. 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 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 § 105 106-107 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 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. I.. 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 |