A foreign corporation may lawfully sell merchandise in Indiana by traveling salesman without first complying with our foreign corporation act.

ACCOUNTANT (EXECUTVE)-FUNDS FOR SALARY OF. June 11, 1907. Iton. J. Frank Ianly, _'oveor of Indiana: Dear Sir-You have asked for my opinion whether under the appropriation act of 1907 (Acts 1907, p. 672), there are any funds available to pay the salary of an executive accountant, if such officer should now be appointed. Section 2 of the appropriation act reads as follows: "That for the fiscal year beginning the first day of October, 1907. and ending on the 30th day of September, 1908, including the specific appropriations herein named, there are hereby appropriated the following sums of money. ' Following this statement is the following: "For the executive -department: Regular. Salary of governor, eight thousand dollars; " 4 0 Salary of ex- ecutive accountant, two thousand and five hundred dol- lars.' In some of the sections of the act there are specific appropria- tions which are made available April 1, 1907. and from this fact no less than from the clearness of the language used in that part of the appropriations made for the excutive department, it is made plain that wherever the legislature intended to make items available sooner than the beginning of the next fiscal year, it so stated in unmistakable terms. I am, therefore, of the opinion that the funds appropriated to pay the salary of the excutive accountant will not be available until October 1, 1907. FOREIGN CORPORATIONS-MAY LAWFULLY SELL MER- CHAN-DISE IN INDIANA, BY TRAVELING SALES- MEN, WITHOUT FIRST COMPLYING WITH FOREIGN CORPORATIONS ACT. June 11, 1907. lIon. Fred A. Sims, Secretary of State, Indianapolis, Indiana: Dear Sir-Your communication of June 6th received, in which you ask for my opinion whether the foreign corporation act fo 1907 (Acts 1907, p. 286) requires a foreign corporation which sells nerchandise in Indiana by traveling salesmen, having no [14-19395] office in this state and doing no other business in Indiana, except as above, to comply with the act and apply to your office for ad- mission to do business in Indiana. Section I of the act in question provides: "That before any foreign corporation for profit shall be permitted or allowed to transact business or exercise any of its corporate powers in the state of Indiana 0 * * shall be required to comply with the provisions of this act," etc. Section 2 of the act provides: "When any corporation organized under the laws of any foreign state * 0 for the transaction of business for profit, desires admission into the state of Indiana, for the purpose of transacting business or exercising its cor- porate powers or franchise, it shall make application to the secretary of state," etc. Our legislature is fully empowered to prescribe the conditions upon which a foreign corporation may be permitted to transact business in this state. The Maine Guaranty Co. v. Cox, 146 Ind. 108, and cases cited; Paul v. Virginia, 75 U. S. 168. A corporation is not a citizen within the provisions of the fed- eral constitution, which declares: "That the citizens of each state shall be entitled to all the privileges and immunities of citizens in the several states." Paul v. Virginia, 75 U. S. 168-178; Pembina Co. v. Pennsylvania, 125 U. S. 181. It is a mere legal entity, and being the mere creation of local law, can have no legal existence beyond the limits of the state where created. As said in the case of Bank of Augusta v. Earle, 13 Peters 586: "It must dwell in the place of its creation and cannot migrate to another sovereign ty." Its right to' do business in this state depends entirely upon its complying with the terms of the act in question, which pre- scribes that before it shall be "permitted or allowed to transact business or exercise any of its corporate powers," it shall be required to comply with the provisions of our foreign corpora- tion law. Our foreign corporation act, however, cannot be construed to mean that the state has power under its provisions to regulate interstate commerce; that power has been surrendered by the state to the federal government, and by section 8 of article I of the federal constitution it is provided "That congress shall have power to regulate commerce with foreign nations, and among the several states, and with the Indian tribes." Under this provision it has been held that a state cannot im- pose a tax upon persons who offer for sale articles of commerce from other states. Ward v. Maryland, 12 Wall. 418; Asher v. Texas, 128 U. S. 129. That a state has no power to tax interstate commerce. Robbins v. Shelby County Taxing District, 120 U. S. 489. Corporations engaged in interstate commerce may be taxed upon their property within a state, not the state of their domicile, the same as domestic corporations or individuals; but the state cannot impose a restriction upon the sale of articles, where there is no occasion for the exercise of the police power of the state. Postal Cable Co. v. Adams, 155 U. S. 688. "Commerce among the states in any commodity can only be free when the commodity is exempted from all dis- criminating regulations and burdens imposed by local au- thority by reason of its foreign growth or manufacture." (Weber v. Virginia, 103 U. S. 344, 351.) In the case of Cooper Mfg. Co. v. Ferguson, 113 U. S. 727, it was contended by the defendants that the prohibition against the doing of any business in the state by a foreign corporation, except upon the prescribed condition, includes the doing of any single and isolated act of business whatever, and in deciding the case Mr. Justice Woods said: "Thus broadly stated, it is clear that the interpretation of the defendants cannot be sustained." And Justices Matthews and Blatchford, in a concurring opin- ion, found on pages 736 and 737, say: "Whatever power may be conceded to a state, to pre- scribe conditions on which foreign corporations may trans- act business within its limits, it cannot be admitted to ex- tend so far as to prohibit or regulate commerce among the states; for that would be to invade the jurisdiction which, by the terms of the Constitution of the United States, is conferred exclusively upon Congress. "In the present case, the construction, claimed for the Constitution of Colorado, and the statute of that state passed in execution of it, cannot be extended to prevent the plaintiff in error, a corporation of another state, from transacting any business in Colorado, which, of itself, is commerce. The transaction in question was clearly of that character. It was the making of a contract in Colorado to manufacture certain machinery in Ohio, to be there deliv- ered for transportation to the purchasers in Colorado. That was commerce; and to prohibit it, except upon con- ditions, is to regulate commerce between Colorado and Ohio, which is within the exclusive province of Congress. It is quite competent, no doubt, for Colbrado to prohibit a foreign corporation from acquiring a domicil in that state, and to prohibit it from carrying on within that state its business of manufacturing machinery. But it can not prohibit it from selling in Colorado, by contracts made there, its machinery manufactured elsewhere, for that wou ]d be to regulate commerce among the states. In Paul v. Virginia, 8 Wall. 168, the issuing of a policy of insurance was expressly held not to be a transaction of commerce, and, therefore, not excluded from the control of state laws; and the decision in that case is predicated upon that distinction. It is, therefore, not inconsistent with these views." Section I of our foreign corporations act, in my opinion, is not violated by a sale of goods in this state made by traveling repre- sentatives for a foreign corporation which has not complied with our foreign corporations statute. The act does prohibit a foreign corporation from becoming domiciled within the state of Indiana, and does prohibit such a foreign Corporation from Carrying on its general business of man- ufacturing any articles within this state without first complying with the act: but this act can not be construed to prohibit such foreign eorporaion from selling in Indiana by contract, or upon orders given here, its product grown or manufactured in a foreign state. To construe the act in that way would be to hold that the state of Indiana has power to regulate commerce between the states, a power it does not possess. Besides orders taken by traveling salesmen do not become con- tracts until approved at the home office. National Knitting Co. v. Bronner, 20 Misc. Rep. (N. Y.) Supreme Ct., 125. Again, it has been held that the doing of an occasional act of business within a domestic state does not constitute the doing business within the provisions of the statute relating to the regis- tration of foreign corporations. Blakeslee Mlfg. Co. v. Hilton, 18 Pa. Co. Rep. 553 (5 Pa. Super. Ct. Rep. 184). It was also held in the above case that "The words doing any business, as used in the act, should not be construed to mean taking orders or making sales by sample by agents coming into our state from another for that purpose. To hold otherwise would make the act offend against the constitution of the United States as imposing unlawful restrictions on interstate commerce." Therefore, it is my opinion that .a foreign corporation, -under our laws, may lawfully sell merchandise in Indiana by traveling salesmen without first complying with our foreign corporation act: LIBRARY, INDIANA STATE-CHANGE OF FISCAL YEAR IN RELATION TO CERTAIN APPROPRIATION. June 17, 1907. Hon. Demarchus C. Brown, Librarian, Indiana State Library, City: Dear Sir-You request my opinion as to what is the proper interpretation of the effect of the act of -March 9, 1907 (Acts 1907, p. 228), changing the fiscal year in its relation to an appro- priation made by act of March 9, 1907 (Acts 1907, p. 236). Section 3 of the latter act provides that: "There is hereby appropriated for the payment of the salaries of such legislative reference librarian and other assistants: and of the expenses and cost of supplies and publications necessary to effectually carry out the pro- visions of this act. the sum of fifteen hundred dollars, to be available on April 1, 1907, and the sum of four thou- sand dollars annually thereafter."