The North American Petroleum Company v. Hopkins

• Decision Date: 21 June 1919
• Docket Number: 22,451
• Parties: THE NORTH AMERICAN PETROLEUM COMPANY, Plaintiff, v. RICHARD J. HOPKINS, as Attorney-general, etc., et al., as the THE STATE CHARTER BOARD, Defendants
• Court: Kansas Supreme Court

181 P. 625

105 Kan. 161

THE NORTH AMERICAN PETROLEUM COMPANY, Plaintiff, v. RICHARD J. HOPKINS, as Attorney-general, etc., et al., as the THE STATE CHARTER BOARD, Defendants

No. 22,451

Supreme Court of Kansas

June 21, 1919

Decided January, 1919.

Original proceeding in mandamus.

SYLLABUS

SYLLABUS BY THE COURT.

FOREIGN CORPORATION--Requisites for Admission to Do Business in Kansas--Duty of Charter Board. A foreign corporation organized with shares of stock that are without any nominal or par value may be admitted to do business in this state and the charter board cannot lawfully refuse to make the inquiry concerning such corporation directed by section 2136 of the General Statutes of 1915, where the corporation in its application to do business in this state fully complies with section 2137 of the General Statutes of 1915.

John J. Jones, of Chanute, and E. L. Foulke, of Wichita, for the plaintiff.

Richard J. Hopkins, attorney-general, and S. N. Hawkes, assistant attorney-general, for the defendants.

Marshall, J. Marshall, J., Johnston, C. J., dissenting.

OPINION

MARSHALL, J.:

The plaintiff, by mandamus, seeks to compel the defendants to consider the plaintiff's application to do business in this state as a foreign corporation. The petition alleges, among other things:

"That on the 7th day of May, 1919, the plaintiff filed with the said defendants an application for permission to do business as a foreign corporation in the state of Kansas. That said application was filed upon the printed forms furnished by the secretary of state of the state of Kansas, and that said application set forth the following: (1st) The certified copy of its charter or articles of incorporation; (2d) the place where the principal office of the corporation was located; (3d) the place where the principal office and place of business in the state of Kansas was to be located; (4th) the full nature of the business that said corporation is to conduct in the state of Kansas; (5th) the name and address of each of its trustees, officers and directors; (6th) a detailed statement of the assets and liabilities of the corporation, sworn to by the president and secretary; (7th) the written consent irrevocable that action might be commenced against it in any county of this state. All in due form as provided by the statutes of the state of Kansas.

"Plaintiff further states that it is a corporation duly organized in accordance with the laws of the state of Delaware. That its capital is unimpaired and that it is organized for a purpose for which a domestic corporation may be formed, and the business which the corporation is to engage in in the state of Kansas is such business as is not prohibited by the laws of the state of Kansas, and for which business a domestic corporation may be organized to transact.

"Plaintiff further states that in due time said application to engage in business in the state of Kansas as a foreign corporation was duly presented to the charter board of the state of Kansas, and that on the 31st day of May, 1919, said charter board, at a special meeting, entered an order and finding in words and figures as follows:

"'Now upon this 31st day of May, 1919, at a special meeting of the state charter board, all members being present, the application of the North American Petroleum Company for permission to do business in this state is presented for consideration. The board finds that said company has been incorporated under the laws of the state of Delaware and that its certificate of incorporation provides that its shares of stock are without any nominal or par value, and the board finds that a corporation of such nature is not such a corporation as is contemplated by the laws of Kansas and that such foreign corporation should not be admitted to do business in the state of Kansas for that reason.

"'And the board further finds that on account of the findings as above stated it is unnecessary for the board to make any inquiry with reference to the solvency of such corporation, or to determine whether or not its capital is unimpaired and, therefore, the board declines to make any inquiry or investigation of the corporation or as to whether or not its capital is unimpaired and does, therefore, decline to grant its permission to said corporation to do business in the state or to issue any certificate setting forth the fact that the application of the corporation to do business in the state has been approved or that such corporation is authorized to do business in this state.'

. . . .

"The plaintiff further alleges that it is entitled to do business in the state of Kansas as a foreign corporation and has complied with all the statutes of the state of Kansas on its part and with all the rules and regulations of the charter board of the state of Kansas.

. . . .

"That plaintiff further alleges that said defendants refuse to consider its said application for permission to do business as a foreign corporation in the state of Kansas wholly and solely upon the ground that, being a foreign corporation organized with no-par value stock, it could not be admitted as a foreign corporation under the laws of the state of Kansas."

The defendants have demurred to the petition, and the cause is heard on the demurrer. A consideration of section 2136 of the General Statutes of 1915 is necessary. That statute reads:

"The state charter board, in passing upon the application of a foreign corporation, shall make special inquiry with reference to the solvency of such corporation, and for this purpose may require such information and evidence as they may deem proper. If they shall determine that the corporation is organized in accordance with the laws of the state, territory or foreign country under which it is incorporated, that its capital is unimpaired, and that it is organized for a purpose for which a domestic corporation may be formed, the application shall be granted, and the approval of the charter board indorsed thereon, and, upon the payment of the fees provided by this act to be paid, the application shall be filed in the office of the secretary of state, and the secretary of state shall issue a certificate setting forth the fact that the application of the corporation has been approved by the charter board and that such corporation is authorized to engage in business in this state."

This statute declares that when the showing prescribed thereby has been made, the application shall be granted. The petition alleges facts which show that the plaintiff complied with this statute.

Section 2137 of the General Statutes of 1915 must also be considered. The section reads:

"Any corporation organized under the laws of any other state, territory, or foreign country, and seeking to do business in this state, shall make application to the state charter board, upon blank forms supplied by the secretary of state, for authority to engage in business in this state as a foreign corporation. Such application shall set forth: (1) A certified copy of its charter or articles of incorporation. (2) The place where the principal office of the corporation is located. (3) The place where the principal office or place of business in this state is to be located. (4) The full nature and character of the business the corporation proposes to conduct in this state. (5) The name and address of each of the officers, trustees or directors of the corporation. (6) A detailed statement of the assets and liabilities of the corporation, which shall be subscribed and sworn to by the president and secretary of the corporation. (7) The written consent of the corporation, irrevocable, that actions may be commenced against it in the proper court of any county in this state in which a cause of action may arise or in which ...