Also known as: foreign corporations · foreign corp · out-of-state corporation
Written by attorneys · grounded in primary & secondary sources — see below
A corporation incorporated under the laws of a state or nation other than the forum state. It must qualify to transact business in the forum and remains subject to the forum's regulatory authority consistent with constitutional limits on jurisdiction.
Falcon Dynamics, incorporated in State A, sold components that reached State B through distributors. A State B plaintiff sued Falcon Dynamics for product-related harm and sought indemnity from a co-defendant also incorporated outside State B. The court declined jurisdiction because mere awareness that products might enter State B did not create minimum contacts and the burdens on the foreign defendant outweighed the forum's minimal interest.
Foxfire Biotech, incorporated in Delaware, held shares in a company whose officers resided in State C. A State C plaintiff attached those shares to obtain jurisdiction over Foxfire Biotech for an unrelated claim. The court held that the mere presence of stock in the forum did not supply the minimum contacts required to exercise jurisdiction over the foreign corporation.
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Freeman Engineering, incorporated in State D, maintained sales representatives who regularly solicited orders in State E and also arranged product displays there. When a State E customer sued for breach arising from those activities, the court found that the combination of solicitation and additional in-state conduct created sufficient contacts to support personal jurisdiction over the foreign corporation.
Fusion Power, incorporated in State F, faced state-law claims in State G arising from wartime insurance policies. State G sought to apply its disclosure statute to Fusion Power. The court held that federal executive agreements settling claims against foreign corporations preempted the state statute, preventing State G from regulating the foreign corporation's conduct.
Falcon Dynamics' president was served with process while attending a conference in State H on company business. The plaintiff sued Falcon Dynamics, a State I corporation, for an unrelated matter. The court upheld jurisdiction on the basis of the president's physical presence in the forum, treating the foreign corporation as subject to suit through its officer's temporary but purposeful presence.
Foxfire Biotech, incorporated in State J, sought to fund an electioneering communication in State K. State K's statute restricted expenditures by foreign corporations. The court held that the First Amendment protects the foreign corporation's political speech on equal terms with domestic corporations, striking down the differential restriction.
A domestic corporation is incorporated in the forum state. A foreign corporation is incorporated elsewhere and must qualify to do business in the forum by filing documents, paying fees, and appointing a registered agent.
Supporting sources
Yes, if it transacts business there. Qualification requires filing certified copies of its articles, paying fees, and designating a registered agent for service of process.
Supporting sources
A state may regulate or exclude foreign corporations from intrastate business, subject to limits imposed by the Commerce Clause and other constitutional provisions.
…of such a nature as to justify the fiction. Smolik v. Philadelphia & Reading Co. , 222 F. 148, 151. Henderson, The Position of Foreign Corporations in American Constitutional Law, 94-95. It is evident that the criteria by which we mark the boundary line between those activities which justify the subjection of a corporation to suit,…