Argument for Plaintiffs in Error. 206 U.S. quired his stock. Von Hoffman v. City of Quincy, 4 Wall. 535, 550; Webster v. Bowers, 104 Fed. Rep. 627. The constitution and the statute are to be construed together. Allen v. Walsh, 25 Minnesota, 543, 551; Whitman v. Oxford National Bank, 176 U. S. 559, 563; Middletown National Bank v. Toledo &c. Ry. Co., 197 U. S. 394, 405. The provisions creating the liability are to be strictly construed, and cannot be extended beyond the words used. Brunswick Terminal Co. v. National Bank of Baltimore, 192 U. S. 386, 390; Converse v. Etna National Bank, 64 Atl. Rep. 341, 344. The act of 1899 deprives stockholders of property without due process of law, by authorizing a conclusive judgment against non-resident stockholders who have not been served with process. The only notice to stockholders provided for by the act is that on the petition being filed the court "shall direct such notice of such hearing to be given by the party presenting said petition, by publication or otherwise, as the court in its discretion may deem proper." Section 6 provides that it shall be the duty of the assignee or receiver to bring an action against every stockholder for the amount so assessed against him. In the case at bar, the defendants were not parties to the assessment proceedings, and had no knowledge in fact of them. They contend that the statute, permitting a conclusive assessment against them without service of process upon them, deprives them of their property without due process of law. Due process of law requires personal service of process, or a voluntary appearance. Mason v. Eldred, 6 Wall. 231, 239; Pennoyer v. Neff, 95 U. S. 714, 733, 734; Haddock v. Haddock, 201 U. S. 562, 567; Clark v. Wells, 203 U. S. 164, 170. The Minnesota court was without jurisdiction to make the order of assessment. These actions were brought upon the assessment order, as on a judicial determination binding upon the defendants. Whether the District Court of Washington County, Minnesota, 206 U.S. Argument for Plaintiffs in Error. had jurisdiction to make that determination is a proper subject of inquiry, for if that court acted without jurisdiction, its determination is a nullity, and no recovery can be based on it. Williamson v. Berry, 8 How. 495, 540; Thompson v. Whitman, 18 Wall. 457, 468; Old Wayne Life Assn. v. McDonough, 204 U. S. 8, 15-17. That court had no jurisdiction of the subject-matter, because no state of facts existed under which it was authorized to appoint a receiver and make an assessment. The statute of 1899 authorizes the District Court to proceed in the manner therein prescribed, in certain cases. Unless one of those cases or states of fact existed, the court had no jurisdiction to proceed. Thatcher v. Powell, 6 Wheat. 119, 127; East Tennessee, Va. & Ga. R. R. Co. v. Southern Telegraph Co., 112 U. S. 306, 310; Griffith v. Frazier, 8 Cranch, 9, 23; Hatch v. Ferguson, 68 Fed. Rep. 43, 45; Murray v. American Surety Co., 70 Fed. Rep. 341, 346. The District Court had no jurisdiction of the persons of the defendants, because it failed to give them the notice required by the statute. Even if compliance with this requirement would constitute due process of law, the burden of proof was upon plaintiff to show such compliance; in default of which he has failed to show jurisdiction over the persons of the defendants, and the assessment order is a nullty. Galpin v. Page, 18 Wall. 350; Windsor v. McVeigh, 93 U. S. 274, 283, 284; Old Wayne Life Assn. v. McDonough, 204 U. S. 8, 18. The actions were barred by limitation, because not brought within two years after the defendants ceased to be stockholders in the thresher company, within the meaning of § 55 of the Stock Corporation Law of New York which provides that "no action shall be brought against a stockholder after he shall have ceased to be a stockholder, for any debt of the corporation, unless brought within two years from the time he shall have ceased to be a stockholder." The provision cited is a statute of limitations relating to the liability of stockholders in all stock corporations, and Argument for Defendant in Error. 206 U. S. is applicable not only to an action against a single stockholder on a single debt, but also to liabilities of all the stockholders to contribute ratably to a deficiency. Adams v. Wallace, 82 App. Div. 117; Adams v. Slingerland, 89 App. Div. 312; Sanford v. Rhoads, 113 App. Div. 782. The limitation is applicable to actions against stockholders in all corporations, foreign as well as domestic. General Corporation Law of New York (Laws of 1892, Chapter 687), §§ 2, 3, subd. 5, § 33. Platt v. Wilmot, 193 U. S. 602; Hobbs v. National Bank of Commerce, 96 Fed. Rep. 396. When the defendants ceased to be stockholders within the meaning of this statute is a question of local law, upon which the decisions of the state courts are controlling. Great Western Telegraph Co. v. Purdy, 162 U. S. 329, 339. The question has been decisively settled in Hollingshead v. Woodward, 107 N. Y. 96. Mr. William G. Wilson, with whom Mr. C. A. Severance was on the brief, for defendant in error: The plaintiff, as receiver, is entitled to maintain actions in New York and elsewhere to enforce the individual liabilities of the defendant's testators and other stockholders, inasmuch as those liabilities are made assets for the payment of corporate obligations and are vested in the receiver. The constitution of Minnesota imposed upon stockholders of the Minnesota Thresher Company a general and several liability for all legal obligations of the corporation to an amount equal to the par value of the stock respectively owned or held by them. The act of 1899, in legal effect, vested the title to these individual liabilities in the receiver, as a trustee for creditors, and directly authorized the receiver to maintain actions for their collection wherever the stockholder should be found. The receiver thereby became a statutory assignee. See Kennedy v. Gibson, 8 Wall. 498; Relfe v. Rundle, 103 U. S. 222; Howarth cases. 206 U.S. Argument for Defendant in Error. The right of a Minnesota receiver appointed and proceeding under the act of 1899 is recognized and, in legal effect, approved by this court in the Burget case, 188 U. S. 739, when it reversed the judgment in Hale v. Allinson, 188 U. S. 56, where the receiver had been appointed before the act of 1899 was passed and refused to entertain the Burget case, although its attention was explicitly drawn to the claim that the two cases presented the identical question. And this, also, although this court had in the meanwhile held in Finney v. Guy, 189 U. S. 335, that a Minnesota receiver appointed before the act of 1899 could not maintain such action. The right of the present receiver, Converse, to maintain these present actions in the Federal court in New York, is not open to question. Willis v. Mabon, 48 Minnesota, 140; Whitman v. Oxford Bank, 176 U. S. 559; State v. Thresher Co., 40 Minnesota, 213; Merchants' Bank v. Thresher Co., 90 Minnesota, 144; Bank v. Winona Plow Co., 58 Minnesota, 167; Forsyth v. Hammond, 166 U. S. 506; Bank v. Converse, 200 U. S. 425; Hale v. Hardon, 89 Fed. Rep. 283; Howarth v. Angle, 162 N. Y. 179, 187; Howarth v. Lombard, 175 Massachusetts, 570, 574, 579; Hale v. Allinson, 188 U. S. 56; Relfe v. Rundle, 103 U. S. 222; Burget v. Robinson, 123 Fed. Rep. 262; Finney v. Guy, 189 U. S. 335. The obligations and liabilities of the stockholders of the thresher company rest upon a contract by which they have submitted themselves to the jurisdiction and control of the State of Minnesota. Bank v. Deuveaux, 5 Cranch, 61; Marshall v. B. & O. R. R. Co., 16 How. 314; Muller v. Dows, 94 U. S. 444. The legislation of Minnesota in providing an adequate and effectual remedy for enforcing the obligations and liabilities of stockholders does not impair any obligation of their contracts. Sturges v. Crowinshield, 4 Wheat. 122, 197; Bank v. Francklyn, 120 U. S. 747, 755; Evans v. Nellis, 187 U. S. 271; Bank v. Reckless, 96 Fed. Rep. 70; Commonwealth v. Bank, 3 Allen (Mass.), 42; Story v. Furman, 25 N. Y. 214; Bronson v. Kinzie, 1 How. 315; Railroad Co. v. New Orleans, 157 U. S. 224. MR. JUSTICE DAY, after making the foregoing statement, delivered the opinion of the court. Before entering upon a discussion of the objections urged against the validity of the assessment upon stockholders which is the subject of controversy here, we may say we find no reason to disagree with the judgment of the Supreme Court of Minnesota in holding the Minnesota Thresher Manufacturing Company to be a corporation organized for other than the purpose of carrying on any kind of manufacturing or mechanical business, and therefore not within the exception as to stockholders' liability in favor of corporations of that kind. State v. Minnesota Thresher Man. Co., 40 Minnesota, 215; Merchants Bank v. Minnesota Thresher Man. Co., 90 Minnesota, 144. The questions made in these cases involve the right to recover upon a stockholder's liability in a Federal court in a State other than the one in which the original proceedings in liquidation were had, and under whose laws the corporation was formed and wherein it carried on business, against stockholders in such corporate companies as the thresher company, where the stock had been acquired before the passage of the statute of 1899. General Laws of Minnesota, chap. 272, being "An act to provide for the better enforcement of the liability of stockholders of corporations." A former statute had been for some years in force in Minnesota and was the statute law of the State when the stock which concerns the controversy here was acquired by the Bernheimers. This statute was before this court in the cases of Hale v. Allinson, 188 U. S. 56, and Finney v. Guy, 189 U.S. 335. It was the act of 1894, General Statutes of Minnesota of that year, chap. 76, p. 1595, and is set forth in full in the margin, 188 U. S. p. 60. Under that act it was held, in a series of decisions in the State of Minnesota, which were reviewed in Hale v. Allinson, that an action could only be maintained under the laws of |