708 ARTICLE 23.

be made. At the time of original qualification and filing of the original
papers required by this section, every such foreign corporation shall pay to
the State Tax Commission, for the use of the State, a fee of twenty-five
dollars, upon receipt of which the Secretary of the State Tax Commission
shall issue to it a certificate setting forth that it is entitled to do business
in this State under the laws thereof, and for all fees collected the State Tax
Commission shall account quarterly to the Comptroller and pay the same
forthwith to the State Treasurer for the use of the State. Foreign corpora-
tions required to register and report under the provisions of this section
shall not be obliged to file a certificate of the appointment of a resident agent
or agents with the Secretary of State.

A foreign corporation which is trustee of an estate mainly located in the District
of Columbia, where such trust has its inception and is principally administered, is
not doing business in Maryland, and hence this section and sec. 121 do not apply,
when it disposes of part of the trust property here. Cases reviewed. Baden v.
Washington Loan & T. Co., 133 Md. 604.

Certificate held to be in substantial compliance with this section and admissible

in evidence without the introduction of the papers filed with the secretary of state

from which certificate is made; fact that the certificate was dated after the filing

of a plea setting up a failure to comply with this section, held immaterial. Stras-

baugh v. Sanitary Can Co., 127 Md. 637.

The fact that a national bank has not complied with this and the following sec-
tion does not prevent it from maintaining a suit in Maryland. Hietson v. Natl.
City Bank of Chicago, 132 Md. 393.

Secs. 137 and 138 of the Code of 1904 referred to in construing sec. 177—see notes
thereto. Cumberland Gaslight Co. v. W. Va. Gas Co., 188 Fed. 585.

Cited but not construed in Smith Premier Co. v. Westcott, 112 Md. 150; Queen
City Glass Co. v. Clay Pot Co., 97 Md. 437.

See art. 81, sec. 182, and notes to secs. 118 and 121 (this art.).

1920, ch. 235, sec. 93A.

120. Immediately upon the taking effect of this Act1 it shall be the duty
of the Secretary of State to transfer and deliver to the State Tax Commis-
sion of Maryland all books, records and papers in his office pertaining to
foreign corporations heretofore filed with him, under the authority of
Section 119 of this Article as the same stood before its repeal and reenact-
ment by this Act.

An. Code, sec. 94. 1904, sec. 139 and 140. 1898, ch. 270, sec. 109C and 109D.

1908, ch. 240, sec. 69.

121. Every officer of any such foreign corporation which fails to comply
with the provisions of section 119, and every agent of such non-complying
corporation, who transacts business for it in this State, shall he guilty of a
misdemeanor and liable to a fine of two hundred dollars. Such failure shall
not affect the validity of any contract made with such non-complying cor-
poration, but no suit shall be maintained in any of the courts of this State
by any such corporation until it has complied with the requirements of
this article.

Neither under this section, nor under sec. 139 of the Code of 1904, is a contract
made by a foreign corporation without complying with sec. 119 (sec. 137, Code 1904),
invalid, since said sections only impose a penalty by way of a fine. It is no defense
to a suit that a plaintiff corporation had not complied with sec. 137 of the Code of

1 Ch. 235 of 1920 became effective January 1, 1921.