Argument for Respondent. 198 U. S. Defendant having contracted with the plaintiff as a corporation, and being now in the enjoyment of the fruits of such contract, is estopped to deny its corporate existence. Casey v. Galli, 94 U. S. 673, 680; Andes v. Ely, 158 U. S. 312, 322; Debenture Co. v. Louisiana, 180 U. S. 320, 328. It is sufficient to show a de facto corporate existence in order to sustain an action by or against an association as a corporation, on a note, bond or other contract. 1 Clark & Marshall on Corporations, 231. Citing cases in Georgia, Idaho, Illinois, Indiana, Kansas, Massachusetts, Missouri, Nebraska, New York, Vermont, West Virginia, and see also Dallas Co. v. Huidekoper, 154 U. S. 654. Even where there is a condition precedent, the right to recover is maintained. Sherwood v. Alvis, 83 Alabama, 115; Smith v. Sheely, 12 Wall. 358. Where the failure to comply with the restrictions imposed by the statute does not by its terms vitiate and declare void the corporate acts, it is simply an inhibition and no one but the State can object. Whitney v. Wyman, 101 U. S. 392. And this right the State may waive. 2 Cook on Corp. $636. It is not essential to the existence of a corporation that certificates of stock be issued. 1 Cook on Corp., 5th ed., § 13. Courts act with extreme caution in proceedings which have for their object the forfeiture of corporate franchises. Freeman in note to State v. Atchison &c. R. R., 8 Am. St. Rep. 181. Courts must construe the charter favorably and liberally for the corporation. Harris v. Miss. Valley &c. R. R. Co., 51 Mississippi, 602. Mr. Augustus H. Price, with whom Mr. Charles Price, Mr. Armistead Burwell and Mr. Edwin Causler were on the brief, for respondent: The plaintiff was not a de jure corporation, as it had not been organized under the Mississippi statute. No stock had 198 U. S. Argument for Respondent. been paid for, even if John T. Wells' testimony is taken as true. The pretended payment was not even colorable. If there was no payment for the subscriptions for stock, there was necessarily no proper organization of the corporation, under the laws of the State of Mississippi, and, therefore, the Circuit Court had no jurisdiction, even though the defendant was estopped to deny the general corporate existence of the plaintiff. Morawetz, Corp., 1st ed., § 267, and cases cited; Am. Corp. Leg. Manual, 1902, 301; 1 Beach on Corp., 18, 26; Bigelow v. Gregory, 73 Illinois, 197; Kaiser v. Lawrence Sav. Bank, 56 Iowa, 104; Hicks v. Converse, 37 La. Ann. 484. It is not sufficient to give the court jurisdiction, that the plaintiff is a de facto corporation, or a corporation by reason, merely, of an estoppel. It must be a de jure corporation. The Federal courts have only limited jurisdiction. Their authorities and powers are strictly statutory. They can acquire jurisdiction of a case only in the manner pointed out by the statute. Farrington v. Pillsbury, 114 U. S. 138. The statute requires that the plaintiff shall be a citizen of a State other than that of defendant, but there must be diverse citizenship. A corporation can become a citizen within the meaning of this statute only by being duly chartered and organized under the law of the State of its origin. The question of plaintiff's citizenship was properly raised by the denial in the answer. Code N. Car. §§ 130, 260, 276; S. P. Co. v. Denton, 146 U. S. 202. If there was no payment of the subscriptions for stock, then the plaintiff had no capacity to make any contract, and those alleged in the complaint are void, and cannot be enforced in any court. Tube Works v. Improvement Co., 39 L. R. A. 810; Empire Mills v. A. G. Co., 12 L. R. A. 366. The individual incorporators must be treated as partners. Jones v. Hardware Co., 29 L. R. A. 143; Bergeron v. Hobbs, 96 Wisconsin, 641; Burns v. Beck, 10 S. E. Rep. 121. Defendant is not estopped by dealing with the corporation. to deny that it has power to contract or to sue. Doyle v. Miznir, 3 N. W. Rep. 968; Welland v. Hathaway, 25 Am. Dec. 51; Davis v. Stevens, 104 Fed. Rep. 235; Wechselberg v. Bank, 64 Fed. Rep. 90. MR. JUSTICE HARLAN, after making the foregoing statement, delivered the opinion of the court. As the plaintiff was not entitled to maintain its action in the Circuit Court unless it was a corporation of Mississippi, Great Southern Fire-Proof Hotel Co. v. Jones, 177 U. S. 449, 454, 456, and the authorities there cited, the denial in the answer of knowledge or information sufficient to form a belief on that point put in issue the plaintiff's corporate character, within the meaning of the rule, no longer to be questioned, that for purposes of suing and of being sued in the courts of the United States the members of a corporation are to be deemed citizens of the State by whose laws it was created; and as the jurisdiction of the courts of the United States must always appear affirmatively, of record, it became necessary, under existing statutes and under the rules of practice and pleading in North Carolina, for the plaintiff to prove that it was a corporation of Mississippi. Roberts v. Lewis, 144 U. S. 653, 656; 17 Stat. 196, 197, c. 255, act of June 1, 1872; Rev. Stat. § 914; 18 Stat. 470, c. 137; act of March, 1875; Code of Civil Procedure, N. Car. §§ 133, 243, 260, 276; Southern Pacific Co. v. Denton, 146 U. S. 202. It was so held, and correctly, by the Circuit Court of Appeals. 128 Fed. Rep. 369. Was the plaintiff a corporation of Mississippi within the meaning of the above rule? In that State individuals may become incorporated for certain purposes under general laws. The first step there towards incorporation is to apply to the Governor for a charter, stating the purposes for which the corporation is to be created. That officer then takes the advice of the Attorney General as to the constitutionality and legality of the provisions of the proposed charter. If the Gov ernor approves the charter, and causes the Great Seal of the State to be affixed thereto by the Secretary of State, it would seem that the process of incorporation then becomes complete. Charters of incorporation in that State are required to be recorded in the office of the Secretary of State and in the office of the clerk of the Chancery Court of the county in which the corporation does business. Anno. Code of Miss. 1892, c. 25. It appeared in evidence that W. L. Wells, John T. Wells and George Butterworth submitted to the Governor of Mississippi, to be referred to the Attorney General of the State, the following form of charter: "§1. Be it known and remembered that W. L. Wells, John T. Wells and George Butterworth, their associates and assigns, are hereby created a body politic and corporate, under the name and style of W. L. Wells Company, and by that name shall have succession for fifty years, shall have power to sue and be sued, contract and be contracted with, may have a corporate seal, and break and alter the same at pleasure. § 2. The capital stock of said corporation shall be fifty thousand dollars, divided into shares of five hundred dollars each, and as soon as ten thousand dollars of said stock is subscribed and paid for, said corporation shall have power to commence business. §3. Said corporation is formed for the purpose of conducting a general cotton business, and may buy and sell cotton, and may transact a cotton factorage business, may advance money or supplies for the purpose of controlling shipments of cotton, may take and receive mortgages or deeds of trust upon property to secure said advances, and generally may have all powers conferred by Chapter 25 of the Annotated Code of 1892 necessary and requisite to carry out the purpose of said corporation. § 4. The board of directors of said corporation shall consist of three persons, whose numbers may be increased at any time by a majority vote of the stockholders, and said directors shall have power to elect all necessary officers, and prescribe the duties, salaries and tenure of such officers." The Attorney General having certified that the proposed charter of incorporation was not repugnant to the constitution or laws of the State, it was approved by the Governor, and such approval was attested by the Secretary of State, the Great Seal of the State being thereto affixed. The Secretary thereupon certified under the Great Seal that the charter "incorporating the W. L. Wells Company, was, pursuant to the provisions of Chapter 25 of the Annotated Code, 1892, recorded in the Book of Incorporations in this office." It was also recorded in the office of the clerk of the proper Chancery Court. The contention of the defendants in the court below wasand their contention here is-that the subscription of $10,000 to the capital stock of the W. L. Wells Company and the payment thereof, was a condition precedent to the company's becoming a corporation; that is, it could not become a corporation de jure until such subscription and payment. And this view was sustained by the Circuit Court of Appeals, which said in its opinion: "It is very clear from this that, having a charter like this, conditioned upon the payment of $10,000 in subscriptions, then these men undertook to exercise powers in the charter without fulfilling or attempting to fulfill the conditions precedent in the charter; that, even when they had made money in the business, they ignored the corporation altogether, and drew the money out of the business as if it belonged to them, and not to the corporation. The charter never went into operation, and the corporation never became a legal entity. More than this, these assumed corporators went on in business, and contracted obligations in the name of the so-called corporation, which did not possess a dollar of property, or have any mode of meeting a debt, thus seeking to cloak their transactions under an assumed corporate name, and avoid in this way all personal responsibility. At the same time two of them were, in a business sense, irresponsible. It would seem that this transaction was an abuse of, and in fraud of, the law. And that the Wells Company had never, and |