$252. Service of Process.

It is within the power of the Legislature to place corporations on exactly the same footing as individuals with respect to the service of process upon them.-Potter v. Hutchinson Mfg. Co., 79 Mich., 207-209.

This section of the Act is permissive and not mandatory. It is consistent with C. L. 1897, Sec. 10468, and the two stand together. Process served in the manner prescribed by either is good.-Moinet v. Burnham, Stoepel & Co., 143 Mich. 489; Goodrich v. Hackley-Phelps-Bonnell Co., 141 Mich. 343.

Since Act Sec. 30 and C. L. Sec. 10468 have been practically united by construction, it is no longer necessary that service be made upon an agent in charge of a business office. In the Hackley case (ante) it was held that service upon a corporation organized under this Act may be had upon agents who are not, as well as upon agents who are, in charge of the business office. In the Moinett case (ante) service in Clinton County (where plaintiff resided) upon a traveling salesman of a defendant corporation organized under this Act and having its business office in Detroit, Wayne County, was held good. These decisions modify the force of Toledo Ice Co. v. Munger, 124 Mich. 4, although they do not overrule it.

Service upon an agent having an interest in the suit adverse to that of the corporation is unauthorized.-Atwood v. Sault Ste. Marie Light Co.. 148 Mich. 224.

§253. Consolidated Corporation Law.-Section Relating to Taxation.

Section 31. All corporations formed or existing under this act shall be liable to be assessed for all real and personal estate held by them in this state, at its true value, and shall pay thereon a tax for township, village, city, county and state purposes, the same as other real and personal estate, and such tax shall be assessed, collected and paid in the same manner as other taxes on real and personal estate are required to be assessed, collected and paid; Provided, nothing herein contained shall authorize the taxing of the capital stock of such corporation as such capital stock.

$254. Taxation.

A corporation whose property is taxable in this state stands upon the same footing as an individual.-Graham v. Township of St. Joseph, 67 Mich. 652. See also Act 235 of 1903.

§255. Residence.

While, it seems, the corporation cannot deny that its residence is as set forth in its articles, or in certificates amendatory thereof, nevertheless

the state may go behind this statement and tax the property of the company where its real office for the transaction of business is kept.-Detroit Transportation Co. v. Assessors, 91 Mich., 382; Milwaukee Steamship Co. v. Milwaukee, 18 L. R. A. 353; Detroit v. Lothrop Estate, 136 Mich. 265; Teagan Transportation Co. v. Detroit, 139 Mich. 1; Detroit A. A. & J. Ry. v. City of Detroit, 141 Mich. 5.

§256. Franchises.

In fixing the value of the property of a private corporation, the assessing officers have a right to take into consideration the extent to which special franchises enhance the value of the corporation's tangible property.-Citizens' Street Ry. Co., v. Common Council, 125 Mich. 673.

$257. Specific Taxes Constitutional.

The legislature has constitutional power to impose a specific tax upon a private corporation, upon the basis of the company's authorized capital stock as an arbitrary standard of valuation.-Attorney General, ex rel Beadle v. Arnott, 145 Mich. 416-419; Const. of 1850, Art 14; Sec. 10; Const. of 1908, Art. 10, Sec. 4.

§258. How and Where Assessed.

"All corporate property, except where some other provision is made by law, shall be assessed to the corporation as to a natural person, in the name of the corporation. The place where its office is located in its articles of incorporation shall be deemed its residence: Provided, its business is actually transacted at such office; but if it shall establish its principal office in any other place than the place named in its articles of incorporation, then the place where it transacts its principal business shall be deemed its residence for all the purposes of this act. If there be no principal office in this state, then at the place in this State, where such corporation or agent transacts business."-Act 235 of 1903, p. 385, amending C. L. 1897, Sec. 3834.

A portion of the above mentioned act, not included in the excerpt here quoted, was held unconstitutional in Teagan Transportation Co. v. Assessors, 139 Mich. 1; Duluth and Atlantic Transportation Co. v. Assessors, Id., and Wolverine Steamship Co. v. Assessors, Id. See also Township of Portsmouth v. Cranage Steamship Co., 148 Mich. 230, and Township of Portsmouth v. McGraw Transportation Co. Id.

$259. Duty to Make Tax Statement.

It is provided by C. L. 1897, Sec. 3841, Am. Act 239 of 1899, p. 375, that "it shall be the duty of every... ...corporation to make such

tax statement under..

...oath."

C. L. 1897, Sec. 3844, Am. Act 154 of 1899, p. 228, provides that: "In every case when any person or member of any firm or officer of any

corporation shall wilfully neglect or refuse to make out and deliver a true and correct sworn statement, under oath, administered by the supervisor or other assessing officer or members of the Board of State Tax Commissioners herein provided for, or other officers, or shall answer falsely or refuse to answer questions concerning his property or property under his control, as required by this act, such person shall be deemed guilty of a misdemeanor, and upon conviction thereof shall be punished by imprisonment in the county jail not less than thirty days nor more than six months, or by fine not less than one hundred dollars nor more than one thousand dollars, or by both such fine and imprisonment in the discretion of the court."

$260. Consolidated Corporation Law.-Section Relating to Seizures.

Section 32. That all articles of machinery, materials for manufacturing, or manufactured articles belonging to any corporation, shall be free from seizure by execution or distress, for any debts or claims for rents or services, in whose hands soever they may be, except such execution or claim be against such corporation.

$261. Exemption from Seizure.

This provision declares no new right. It simply lends emphasis to the fact that the corporation is to be regarded as an entity separate and distinct from its stockholders. The only method by which the interest of a shareholder may be seized is by levy upon his stock.-C. L. 1897, Sec. 10335-10339, Am. Act 219 of 1903, p. 347.

$262. Consolidated Corporation Law.-Section Relating to Extension of Duration.

Section 33. It shall be lawful for any corporation organized or existing under the provisions of this act, whose corporate existence is about to terminate by limitation of law, at its annual meeting next preceding, or at a special meeting called for that purpose, to be held within one year immediately preceding the date of such termination, by a vote of two-thirds of its capital stock, to direct the continuance of its corporate existence for such further term, not exceeding thirty years, as may be expressed in a resolution for that purpose. Upon the adoption of such resolution by the stockholders, it shall be the duty of the president and secretary to make, sign and acknowledge articles of association, as in the case of a new corporation, to which shall be appended a copy of such resolution verified

by the oath of the secretary, which articles of association and copy of resolution shall be recorded, certified and returned as is provided herein in case of a new corporation, and the record, or a transcript of the record, certified by the Secretary of State of this state under the seal thereof, shall be prima facie evidence of the things therein contained. Upon the expiration of the time limited for the existence of such old corporation, a new corporation shall be deemed to be formed by such articles of association, which shall at once succeed to all the property and rights of action of the old corporation, and shall be liable for all of its debts or other obligations, and the officers of the old corporation shall succeed to like offices in the new corporation, and every stockholder in the old corporation shall be, to a like extent, a stockholder in the new corporation.

$263. "Continuance of Corporate Existence."

It is the plain intent of the statute to continue the life of the original corporation, and not to provide that a new and different corporation shall result from the extension.-Marshall's Corp. p. 92-460. A franchise granted to such a corporation, if unlimited, would terminate at the end of the first period of thirty years. It would not be renewed by extension of the corporate duration.-Rockwith v. State Road Bridge Co., 145 Mich. 455; Wyandotte Elec. Light Co. v. Wyandotte, 124 Mich. 43. But if granted, without time limit, to the corporation, "its successors and assigns," it would remain in force for a period coextensive with the life of the corporation as, from time to time, renewed.-Detroit Citizens' Street Ry. Co. v. Detroit, 64 Fed. 628.

$264. Extension of Three Years for Certain Purposes.

For the purpose of prosecuting and defending suits and winding up their business, but not for the purpose of continuing business otherwise, corporations continue to be bodies corporate during a period of three years after expiration or annulment of their charters.-C. L. 1897, Sec. 8534; Bewick v. Alpena Harbor Co., 39 Mich., 700-709.

§265. Consolidated Corporation Law.-Section Relating to General Law.

Section 34. To corporations organized or existing under the provisions of this act, in the absence of any applicable provision herein contained, the provisions of Chapter two hundred thirty of the Compiled Laws of eighteen hundred ninety seven may be applied.

$266. General Law.

The principal provisions of C. L. 1897, Chap. 230, referred to by this section are as follows:

(a) Cumulative voting law.-C. L. 1897, Sec. 8553.

(b) Provisions for enforcing individual liability of stockholders in cases not otherwise provided for.-C. L. 1897, Sec. 8554-8566.

(c) Provisions requiring corporations doing business out of the state to maintain certain records in this state.-C. L. 1897, Sec. 8567-8568. (d) Provisions concerning sale of entire assets.-C. L. 1897, Sec. 85728573.

(e) Provisions concerning franchise fee.-C. L. 1897, Sec. 8574-8577. §267. Consolidated Corporation Law.-Section Relating to Preferred Stock.

Section 35. Any such company shall have power to create and issue certificates for two kinds of stock, viz.: general or common stock, and preferred stock, which preferred stock shall at no time exceed two-thirds of the actual capital paid in, and shall be subject to redemption at par at a certain time, to be fixed by the by-laws of said corporation; and to be expressed in the certificates therefor. And the holder of such preferred stock shall be entitled to a fixed dividend, payable quarterly, half-yearly or yearly, which said dividend shall be cumulative, payable at the time expressed in said certificate, not to exceed eight per cent per annum, before any dividend shall be set apart or paid on the common stock. In no event shall the holder of such preferred stock be individually or personally liable for the debts or other liabilities of said corporation, excepting debts for labor. Said corporation shall be controlled by a board of directors elected by the preferred and common stockholders, excepting when otherwise provided in the articles of association or amendments thereto; Provided always, if at any time upon a fair valuation of the assets of the corporation the common stock shall be impaired in an amount equal to ten per cent thereof, or any dividend due on the preferred stock shall remain unpaid for sixty days, then the holders of the preferred stock shall have an equal right with the common stock, share and share alike, to participate in the election of directors and control of said corporation. If for any reason said corporation shall cease business or become insolvent, then, after payment of all liabilities and debts, the remainder of the assets of said corporation shall be applied first in payment in full of all preferred stock and then unpaid dividends due thereon, and the