15 U.S.C. § 146a — Jurisdiction of suits by or against China

Page 623 TITLE 15—COMMERCE AND TRADE § 147 have been complied with and declaring that the incorporators are a body corporate, if (a) an in- corporation fee of $100 has been paid him; (b) he finds that the articles of incorporation and statements therein conform to the requirements of, and that the incorporation is authorized by, this chapter; and (c) he finds that such corpora- tion will aid in developing markets in China for goods produced in the United States. A copy of the articles of incorporation shall be made a part of the certificate of incorporation and printed in full thereon. Any failure, previous to the issuance of the certificate of incorporation, by the incorporators or in respect to the appli- cation for the certificate of incorporation, to conform to any requirement of law which is a condition precedent to such issuance, may not subsequent thereto be held to invalidate the cer- tificate of incorporation or alter the legal status of any act of a China Trade Act corporation, ex- cept in proceedings instituted by the registrar for the revocation of the certificate of incorpo- ration. (Sept. 19, 1922, ch. 346, § 5, 42 Stat. 850.) § 146. General powers of corporation In addition to the powers granted elsewhere in this chapter, a China Trade Act corporation— (a) Shall have the right of succession during the existence of the corporation; (b) Shall have a corporate seal and may, with the approval of the Secretary, alter it; (c) May sue and be sued; (d) Shall have the right to transact the busi- ness authorized by its articles of incorporation and such further business as is properly con- nected therewith or necessary and incidental thereto; (e) May make contracts and incur liabilities; (f) May acquire and hold real or personal prop- erty, necessary to effect the purpose for which it is formed, and dispose of such property when no longer needed for such purposes; (g) May borrow money and issue its notes, cou- pon or registered bonds, or other evidences of debt, and secure their payment by a mortgage of its property; and (h) May establish such branch offices at such places in China as it deems advisable. (Sept. 19, 1922, ch. 346, § 6, 42 Stat. 851; Feb. 26, 1925, ch. 345, § 6, 43 Stat. 996.) Editorial Notes AMENDMENTS 1925—Par. (b). Act Feb. 26, 1925, substituted ‘‘Shall’’ for ‘‘May’’. Statutory Notes and Related Subsidiaries TREATY Par. (h) of this section has been affected by the 1943 Treaty between United States of America and the Re- public of China, 57 Stat. 767, in which the United States relinquished all extraterritorial jurisdiction and rights in China. See Codification note set out under section 142 of this title. § 146a. Jurisdiction of suits by or against China Trade Act corporation The Federal district courts shall have exclu- sive original jurisdiction of all suits to which a China Trade Act corporation, or a stockholder, director, or officer thereof in his capacity as such, is a party. Suit against the corporation may be brought in the United States District Court for the District of Columbia or in the Fed- eral district court for any district in which the corporation has an agent and is engaged in doing business. (Sept. 19, 1922, ch. 346, § 20(a), formerly § 20, 42 Stat. 855; renumbered § 20(a), Feb. 26, 1925, ch. 345, § 10, 43 Stat. 996; June 25, 1936, ch. 804, 49 Stat. 1921; Treaty of Jan. 11, 1943, 57 Stat. 767; June 25, 1948, ch. 646, § 32(a), 62 Stat. 991; May 24, 1949, ch. 139, § 127, 63 Stat. 107.) Editorial Notes CODIFICATION Section comprises subsec. (a) of section 20 of act Sept. 19, 1922, as amended by act Feb. 26, 1925. Subsec. (b) of section 20 is classified to section 160 of this title. In the first sentence, the words ‘‘(except as provided by the Act entitled ‘An Act creating a United States Court for China and prescribing the jurisdiction there- of,’ approved June 30, 1906, as amended)’’ have been omitted because that Act (formerly classified to sec- tions 191 to 197, 199, 200, and 202 of Title 22, Foreign Re- lations and Intercourse) was repealed by act June 25, 1948, ch. 646, § 39, 62 Stat. 992, eff. Sept. 1, 1948. The provision in the second sentence that suits against the China Trade Act corporation might also be brought in the United States Court for China was omit- ted as that court is no longer in operation. By the trea- ty of Jan. 11, 1943, between the United States and China, the United States relinquished extraterritorial rights in China. See Codification note set out under section 142 of this title. Section was formerly classified to section 53 of Title 28 prior to the general revision and enactment of Title 28, Judiciary and Judicial Procedure, by act June 25, 1948, ch. 646, § 1, 62 Stat. 869. Statutory Notes and Related Subsidiaries CHANGE OF NAME Act June 25, 1948, eff. Sept. 1, 1948, as amended by act May 24, 1949, substituted ‘‘United States District Court for the District of Columbia’’ for ‘‘district court of the United States for the District of Columbia’’. Act June 25, 1936, changed name of ‘‘Supreme Court of the District of Columbia’’ to ‘‘district court of the United States for the District of Columbia’’. § 147. Stock; issuance at par value Each share of the original or any subsequent issue of stock of a China Trade Act corporation shall be issued at not less than par value, and shall be paid for in cash, or in accordance with the provisions of section 148 of this title, in real or personal property which has been placed in the custody of the directors. No such share shall be issued until the amount of the par value thereof has been paid the corporation; and when issued, each share shall be held to be full paid and nonassessable; except that if any share is, in violation of this section, issued without the amount of the par value thereof having been paid to the corporation, the holder of such share shall be liable in suits by creditors for the dif- ference between the amount paid for such share and the par value thereof. (Sept. 19, 1922, ch. 346, § 7, 42 Stat. 851; Feb. 26, 1925, ch. 345, § 7, 43 Stat. 996.)