CORPORATIONS - VALIDITY OF CONTRACT EXECUTED DURING SUSPENSION OF CHARTER FOR FAILURE TO FILE PROPER ANNUAL REPORT - EFFECT OF INNOCENT MISTAKE

A Virginia statute, providing that foreign corporations desiring to carry on intrastate business there must pay an entrance fee graduated according to authorized capital stock, imposed on plaintiff a fee of $5,000. Only two-thirds of plaintiff's authorized stock was issued. A considerable amount of its assets were used in interstate commerce, though the sum invested in Virginia was negligible. Plaintiff contended that such an entrance fee burdened interstate commerce because measured by property used in interstate commerce, that it denied due process because measured by property without the state, and that it denied equal protection of the laws becaused measured by authorized capital stock, not all of which was issued.

In affirming a prior decision upholding the same statute, the court held that, the state having authority to charge such a fee, it is unimportant how that fee is measured. Atlantic Refining Co. v. Virginia, 302 U.S. 22, 58 S. Ct. 75 (1937).