State Takeover Legislation and the Commerce Clause: The Foreign Corporations Problem

That a corporation should be incorporated in, or chartered by, a particular state is a peculiar and vexing circumstance. It is by no means immutable. A federal corporations code has been mooted about, multi-state-chartered corporations occasionally appear, and murmurs of doing away with the entire concept of chartering a corporation have been heard from time to time. But state incorporation is the ruling corporate form, and the problem it creates is a serious and thorny one: the problem, that is, of regulating foreign corporations. How far may one state go in regulating another state\u27s corporations