The Hawaiian gazette., 1884-02-13

Az Act OF the Legislature of 1878 re
quired foreign corporations doing business
in this Kingdom, to file in the Interior
office designation of some person upon
whom legal notices and processes of court
can be served, and that any such corpora
ton failing to do this should be denied
the rights of the laws of this Kingdom"
An Act was passed in 1880 requiring that
every foreign corporation which may de
sire to carry on business, and to hold, take,
and convey real estate here, should file in
the Interior office in addition to the re
uuirement of the law of 1878, a certified
COPY of its charter, the names of its Off
GERS, and an annual statement of its assets
and liabilities in this Kingdom. and that
upon complying with these requirements
it has the same powers and privileges as a
domestic corporation. and for the purposes
for which it was constituted, may, take,
hold and convey real estate by sale, mort
gage or otherwise
The Act of 1880 was probably made in
order to satisfy doubts entertained by
counsel of California incorporated compa-
MES. Of their right to enforce real estate
securities in tins country.
The owners of the Heeia Plantation, on
the Island of Oahu. which was incorpo-
rated in 1882. under the laws of California,
lost case in our Courts last year, against
one of its laborers,for its failure to comply
with the above laws. Another case by the
same corporation has recently been de-
clared by the Supreme Court to be defec
tive for want of an averment in its COM
plant that it had complied with the regis
| tration laws.
In neither case was the question raised
as to the validity of the registration laws
under the treaties, as for instance Article
S of the British Treaty, requiring that the
subjects of either of the contracting parties
in the territories of the other shallreceive
and enjoy full and perfect protection for
their persons and property, and shall have
! free and open access to the courts of jus
| tee in the said countries for the prosecu-
| ton and defence of their Just rights; and
enjoy in this respect the same rights and
| privileges as native subjects. Ii according
to Section II of the Civil Code, the word
corporation when used in the treaties or
laws has the same meaning as the word
person" or any word importing person,
| it Is fair question whether a corporation
of one Of the treaty powers can lawfully
be denied the benefit of the laws of the
country for failure to comply with the pro
visions of the above Acts.
There IS no doubt that in the absence of
any constitutional prohibition or treaty
stipulation, the Legislature may restrict
foreign corporations in their mode of doing
business in the Stated exclude them alto
gether 1t is also true that by the law of
comfy between nations, the courts are
always open to foreign corporations as
sureties. whether in the capacity of plain
tiff or defendant, and that in the United
States foreign corporations may take a
mortgage on their debtors real estate with
the same rights as other mortgages. Alien
corporations as well as individuals were
held as long ago as 1914, to be within the
purview of the British Treaty of 1884 with
the United States. which required that
British subjects who then held lands in
the territories of the United States and
American citizens who then held lands in
the dominions of His Majesty shall con
tinue to hold them according to the tenure
of their respective estates and titles there
in Undoubtedly an American or British
corporation is regarded by the courts
Of their respective countries as entitled to
the rights of an American citizen or Brit.
ish subject
On the other hand, corporation is an
artificial body, the creature of municipal
law, law which has no force propri,
rigore outside of the State in which it Is
enacted 1t may be said that laws requir
ing a foreign corporation to comply with
certain formalities as condition of then
doing business and enjoying the privileges
of citizenship are necessary for the protec
ton of the community and are not an un
reasonable restriction upon their treaty
rights.
1t is noticeable that our Act of 1880 does
not declare taht an alien corporation failing
to register cannot do business or hold real
estate here. That question may therefore
be regarded as still omen for Investigation