Duke v. Taylor

Citations

• 37 Fla. 64

Syllabus

<p>1. The domicile and citizenship of a corporation belong to the State under whose laws it is created. It exists only in contemplation of law and by force of the law, and where that law ceases to operate the corporation can have no existence. Hence a corporation must dwell in the place of its creation, and can not migrate to another sovereignty.</p> <p>2. Though a corporation must dwell in the place of its creation, its. existence there will be recognized in other places, and its residence in one State creates no insuperable objection to its power of contracting in another.</p> <p>3. Where a corporation has been legally created and organized under the laws of a sister State for the transaction of any business there, it may, by comity existing between the States, transact business in this State, provided it be notin contravention of our laws or public policy.</p> <p>4. A corporation created under the laws of one State can not hold corporate meetings m another for the purpose of organizing the-corporation, electing its officers, or performing any strictly corporate functions in its organization.</p> <p>5. The courts will not take judicial knowledge of the laws of another State under which a corporation is claimed to have been created, when the corporate existence is in issue, but proof of such laws must be made in order that the courts may be advised of the legal warrant for the creation of such corporation.</p> <p>6. A corporation de facto is one where the company has made an effort to organize under some law authorizing the creation of such a corporation, but there is an irregularity in the organization; and where a corporation de facto exists and does legitimate business in its corporate name, the stockholders are not liable as partners. There can, however, be no corporation defacto unless it can exist de jure.</p> <p>7. An attempted organization of a corporation in this State under a supposed charter obtained under the laws of another State, no authority being sh