Regarding the Acts of 1907 and its effect on the admission of foreign corporations to do business in Indiana.

to proceed to assign numbers, and to do such other acts and things as are required by the new act with reference to such state- ments. If the law for any reason is impossible of execution as to the applications that have heretofore been made tinder section 6 of the old act, this will not prevent the carrying into effect this act as to new applications. I think it would not be improper for you to furnish to each person who had heretofore registered, a blank to be filled out with a new description, etc., as required by section 6 of the old act, and to promulgate the announcement that all motor vehicle owners should forward descriptions of their motor vehicles as required by said section 6, but no charge should be made to any one with reference to a motor vehicle for which a fee has already been paid, under section 6 of the old act. SIGNATURE-OF STATE OFFICER, LITHOGRAPHED. April 9, 1907. flon. Z. T. Sweeney, Commissioner Fisheries and Game, Colum- bus, Indiana: Dear Sir-There is no question but that you can adopt any signature you desire. If your signature is lithographed and you adopt it as your signature, it is the same in law as if you had per- sonally signed the same. FOREIGN CORPORATIONS-ACT OF MARCH 9, 1907, RE- LATING TO ADMISSION OF FOREIGN CORPORATIONS. April 9, 1907. Hon. Fred A. Sims, Secretary of State, Indianapolis, Indiana: Dear Sir-You have requested my opinion upon the question whether the act of the general assembly approved \[arch 9, 1907, relating to the admission of foreign corporations to do business in the state of Indiana, and repealing a somewhat similar act passed in 1901, requires that foreign corporations which have heretofore complied with the act of 1901 shall also conform to that of 1907 and pay the fees therein specified, before such cor- porations shall be empowered to transact business within this state. I am of the opinion that the legislature has ample power to authorize the revocation of a license previously given to a for- 156 eign corporation to do business within the state, although the same has been paid for, since such license is a mere permit and is not in the nature of a contract between the state and the cor- poration. The state could not contract away its power to impose needed limitations on the powers of corporations, nor could one legislature irrevocably bind the hands of its successors. Condi- tions within the state might radically change after a license had issued, rendering it highly important to impose further restric- tions upon foreign companies. Any other view of the law would result in destroying uniformity in the regulation of such corpora- tions, for in that case precisely the same kind of companies would be governed by a diversity of laws, according to the time when the license was issued and the laws were passed. That the state's permit may be altered is clearly implied in the recent case of American Co. v. Colorado, 27 Sup. Ct. Rep. 198. See, also, Daggs v. Ins. Co., 136 Mo. 382, 391; State v. Standard Oil Co., 61 Neb. 28, 34; Niagara Ins. Co. v. Cornell, 110 Fed. 818, 819-820. The fact that certain companies have complied with the former law does not make them domestic corporations or secu.re to them vested rights of contract analogous to the charter rights of do- mestic companies. 13 Am. and Eng. Encyc. Law, p. 884, N. 3: Debnam v. Tel. Co., 126 N. C. 831, 841; Ill. Cent. R. R. Co. v. Hibbs, 78 S. W. 1116; Goodloe v. Tenn. Co., 117 Fed. 348. While the legislature has the power to revoke licenses issued by the state to foreign corporations, or to impose additional re- strictions or fees upon them, I do not consider that such has been done by the act of 1907, for the following reasons: First. The language of the act is prospective; e. g., Sec. 1: "shall be permitted 4' , ; to transact business"; section 2: "when any corporation :0 11 desires admission"; it shall make application * ' ' stating what business such corpora- tion proposes to pursue"; "an estimate of the value (of its property) to be employed in a ' ' Indiana"; "where its * 4' * office will be located"; sec- tion 3: "business ' * a' said corporation proposes to engage in Indiana"; sections 4, 5 and 6 refer to the "admission" of the corporation to do business, and the title to the act is, "An act to regulate the admission of foreign corporations for profit, to do business." Second. Such statutes are to be construed as prospective in their operation and not retrospective (Lewis Co. v. Lenz, 86 App. Div. 45: Chicago Co. v. Bashford, 97 N. W. 940), unless the lan- guage is so clear that all question as to the intention of the leg- islature is precluded (Com. v. Bessemer Co., 207 Pa. 84, 302; 56 Atl. 871). Here the phraseology of the act is not so clear as to compel the conclusion that corporations which have already com- plied with the former law are embraced by the terms of the later statute. Third. Section 51/2 expressly refers to "any foreign corpora- tion heretofore or hereafter admitted to do business." Evidently, if the legislature had intended to include all foreign corporations within the other sections of the law, language similar to that em- ployed in section 51/2 would have been used. Fourth. Section 9 prevents non-complying corporations from maintaining actions at law or in equity upon any claim in which they are interested. To construe -this as affecting corporations which are now lawfully doing business within the state, would impair the obligation of contracts entered into by such companies while acting under the license of the state. Fifth. Section 12 seeks to protect corporations previously ad- initted to do business in Indiana, in the use of their corporate names. This section would scarcely have been inserted if, here- after, all foreign corporations were to stand upon an absolute equality of privilege, and all licenses heretofore issued were to be deemed revoked. Sixth. A comparison of the language of the act of 1901 with that of 1907 shows unmistakably that the former was intended to apply to foreign corporations previously or subsequently trans- acting business within the state. Thus in section I it states: "Every corporation ' * before it shall - " " trans- act business in this state or * * * continue business therein, if already established"; and in section 2 it provides: "Every company * * * now or hereafter doing business within this state," etc. In section 3 it says: "Every corporation now doing business in, or which may hereafter do business in this state." The omissiou of similar language in the act of 1907, which ex- pressly refers to the act of 1901, is significant. Seventh. The construction above adopted is just and equit- able. It is not to be presumed the legislature intended to impose new and onerous burdens upon foreign companies which had been permitted to enter the state, and which had fully complied with the laws in force where they were admitted. I am therefore of the opinion that while the legislature could have revoked the licenses of these companies and have imposed additional restrictions upon, or assessed additional fees against them, it has not done so by the act of 1907. AGRICULTURE, STATE BOARD OF-ANNUAL APPROPRI- ATION OF TEN THOUSAND DOLLARS. April 6, 1907. TIon. Sid Conger, Member of State Board of Agriculture, Indian- apolis, Indiana: Dear Sir-In answer to your inquiry as to whether or not the annual appropriation of $10,000 for the use of the Indiana state board of agriculture, to be expended in the payment of premiums awarded by said board, is affected by chapter 143 of the acts of the general assembly of 1907, appearing at page 228 of said act, I beg leave to advise that the appropriation provided for in sec- tion 2794, Burns' Annotated Stat., Rev. 1901, is in my opinion a specific appropriation though regularly made by the section re- ferred to, and that it was not the purpose of the legislature to change the amount of this appropriation by the act first referred to. This conclusion is justified by the fact that in the appro- priation act passed by the general assembly of the state of In- diana for the year 1907, the appropriation is made of $10,000 to said board for the same purpose. The object and purpose of the act first above referred to is to fix the fiscal year of the state of Indiana, and the reduction re- ferred to in section 2 of that act is provided for, not for the pur- pose of reducing the regular appropriation, but for the purpose of making the appropriations the same as heretofore, correspond- ing with the number of months that will be covered by the appro- priations of the particular year mentioned in said section 2. It is therefore my opinion that the annual appropriation to the state board of agriculture of $10,000 referred to is iot to be reduced by section 2 of said act.