538 CORPORATIONS. [ART. 23

the state tax commissioner shall collect double the fees allowed by law
to clerks of court for recording a document of similar length; and one-
half of the sum so collected shall be paid by him to the clerk of the
circuit or superior court to whom such certificate shall be transmitted
for recording as aforesaid, and for the other one-half he shall account
quarterly to the comptroller and pay the same forthwith to the state
treasurer for the use of the State.

The authority of the Judge to certify to a certificate of incorporation is
a question of jurisdiction, and may be inquired into by the courts when the
legal existence of the corporation is in issue Oler v. Baltimore and Ran-
dallstown R. R., 41 Md. 590 (decided in 1875).

An organization held never to have had corporate existence, because of a
failure to record the certificate of incorporation as required by sections 52
and 53 of the code of 1904. Jones v. Linden Bldg. Assn., 79 Md. 74.
As to surety companies, see sec. 379.
See art. 81, sections 157 and 177.

1904, art. 23, secs. 53 and 54. 1888, art. 23, secs. 45 and 46. 1868, ch. 471,
sees. 40 and 41. 1908, ch. 240, sec. 5.

5. When such certificate has been executed and acknowledged in
due form and delivered to the state tax commissioner with the record-
ing fees and the bonus tax, if any payable, the incorporators, their
associates and successors shall, according to the purposes, conditions
and provisions in the certificate contained, become and be a body cor-
porate by the name therein stated. And a duly certified copy of such
certificate from the records of the state tax commissioner or of the
clerk of the circuit or superior court shall be prima facie evidence of
the existence of the corporation and its right to exercise the powers
therein mentioned.

See notes to sec. 4. And as to surety companies, see sec. 380.

As to the bonus tax, see art. 81, sec. 100, et seq.

As to evidence of the incorporation of foreign corporations, see art. 35r
sec. 43.

1908, ch. 240, sec. 6.

6. No certificate of incorporation shall be declared void for formal
defects merely; and where an effort has been made in good faith to
form, under the laws of this State a corporation formable thereunder,
neither party to any transaction with it shall deny the legality of its
incorporation or organization in any suit or proceeding growing out of
such transaction; and "transaction" shall include any wrong to person
or property giving rise to a cause of action or equitable relief by or
against such corporation.

This section was intended to save the incorporation of persons who had1
in good faith attempted to comply with the law, but whose compliance
turned out to have been irregular and informal. It has no application
where, through neglect, there has been no attempt to comply with important
requirements of the law which are conditions precedent to the possession
or use of corporate franchises. This section construed in connection with
article 81, section 100. National Shutter Bar Co. v. Zimmerman, 110 Md. 319.

1904, art. 23, secs. 57 to 63, inclusive. 1888, art. 23, secs. 49 to 55, inclusive.
1868, ch. 471, secs. 44 to 50, inclusive. 1886, ch. 306. 1908, ch. 240, sec. 7.

7. Every corporation which is subject to the provisions of this article
shall have the following general powers, except where the special pro-