893.5034 Registration/19: Telegram

The Acting Secretary of State to the Minister in China (Johnson)

265. Your 594, July 19, 3 p.m.

Article 24 of the treaty between the United States and China of 1858 provides that “citizens of the United States” may seek redress in law to recover debts due by subjects of China. American courts generally recognize as American citizens for purposes of jurisdiction all corporations organized under American law. In the opinion of the Department organizations incorporated under American Federal or State law are therefore to be regarded as “citizens of the United States” within the meaning of the treaty quoted above and are entitled under the treaty to bring suit in Chinese courts without being subject to the restriction which it is reported the Chinese courts intend to impose, namely, that of registration under Chinese law. Even in the absence of treaty provisions the refusal to permit foreign corporations to sue would appear to be contrary to the usual practice of states.
If a Chinese court should request from an American Consul a statement under seal that a particular organization incorporated under American law has the status of a legal person under such law, [Page 555] the Department believes that the Consul or other officer of the United States concerned would be authorized to issue such a statement, provided that he were first supplied with a duly authenticated certificate of the incorporation of the organization in question.
The Legation is authorized to follow its own discretion in regard to the method to be used in bringing the views of this Government to the attention of the Chinese judicial authorities with the object of freeing American corporations from the necessity of obtaining registration under Chinese law as a condition precedent to the bringing of suit in Chinese courts.
The Department will give further consideration to the general question of the registration of American business concerns with the Chinese authorities when it has received the translations mentioned in paragraph 1 of the telegram from the American Consul General at Shanghai of July 22, 5 p.m. The Department does not appear to have translation of the “Chinese Civil Enforcement Law” (see Legation’s 579, July 16, noon).