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by proceedings in quo warranto. State v. W. U. M. Life Ins. Co., 47 Ohio St. 167; State v. Ins. Co., 49 Ohio St. 440.
Removal of plant and board of directors to another state does not ioso facto dissolve an Ohio corporation. Latimer v. Mosaic Glass Co., 13 C. C. 163.
Quo warranto lies for violation of the act prohibiting “trusts.” Sec. (4427-1 to 12) 93 v. 143.
An action in quo warranto will lie against a railroad corporation to contest its claim to exercise a right or privilege to or in the canal lands of the state. Neither the five years' nor the twenty years' limitation prescribed in section 6789, bars an action in quo warranto where its object is to oust a corporation from an unwarranted claim to a right or privilege in lands belonging to the state. Ohio v. Ry. Co., 53 Ohio St. 189.
$ 148a. Fees to be charged by secretary of state for official
services The secretary of state shall hereafter charge and collect the following fees for official services:
1. For filing the articles of incorporation of any corporation whose capital stock is ten thousand dollars or under, ten dollars; of a corporation whose capital stock is over ten thousand dollars, one-tenth of one per cent upon the authorized capital stock of such corporation.
2. For filing a certificate of increase of the capital stock of any corporation having a capital stock where the amount of the increase is ten thousand dollars or under, ten 'dollars; where the amount of increase is over ten thousand dollars, one-tenth of one per cent upon the proposed amount of the increased capital.
3. For filing articles of agreement of consolidation of corporations having a capital stock, the following fees shall be collected by the secretary of state: Said articles of agreements of consolidation shall be treated as the articles of incorporation of the new consolidated corporations created by such articles or agreements of consolidation, and the fees for filing such articles or agreements of consolidation shall be the same in each case as hereinbefore set forth for the filing of articles of incorporation of a corporation having the same amount of capital stock, as is provided for by the articles or agreements of consolidation for the new consolidated corporation, created by any such articles or agreement of consolidation; and in fixing the amount of such fees, no credit shall be allowed for fees previously paid by any of the constituent corporations, parties to such consolidation, but the same shall be determined solely by the amount of capital stock of the new cor
poration created by such articles or agreements of consolidation.
4. For filing the articles of incorporation of any mutual insurance corporation not having a capital stock, or of any other mutual corporation not organized strictly for benevolent or charitable purposes and having no capital stock, or of any corporation organized for any of the purposes mentioned in section thirty-six hundred and thirty of the Revised Statutes of Ohio, or in the sections supplementary thereto, twenty-five dollars, save and except as hereinafter provided.
5. For filing the articles of incorporation of corporations formed for religious, benevolent, or literary purposes; or of such corporations as are not organized for profit, have no capital stock, and are not mutual in their character; or of religious or secret societies, or of societies or associations composed exclusively of any class of mechanics, express, telegraph, railroad, or other employes, formed for the mutual protection and relief of the members thereof and their families exclusively, two dollars.
6. For filing the articles of incorporation of corporations formed for the purposes named in section thirty-eight hundred and thirtythree of the Revised Statutes, ten dollars; for filing a certificate of the increase of the capital stock of any such corporation, five dollars.
7. For filing a certificate of the reduction of the capital stock of any corporation, five dollars.
8. For filing a copy of the decree of court, changing the name of any corporation, five dollars.
9. For filing a certified copy of the acceptance of any corporation incorporated prior to the adoption of the present constitution, of any of the provisions of the Revised Statutes, five dollars.
10. For filing an amendment to the articles of incorporation of any corporation, twenty cents a hundred words, to be in no case less than five dollars.
11. For filing for a railroad company a certificate of extension of line, a certificate of change of termini, a certificate of the adoption or change of location, a certificate of the intention of the corporation to construct a branch line, or a certificate of change of route, twenty cents a hundred words, to be in no case less than five dollars.
17. For filing a certificate of the extension of purpose, or change of domicil, of any corporation, five dollars.
13. For filing other certificates not herein enumerated, except certificates of election, for filing which no charge shall be made, twenty cents a hundred words, to be in no case less than fire dollars.
14. For filing the copy of papers evidencing the incorporation of any municipal corporation, the annexation of territory by any municipal corporation, or the advancement or reduction in grade of any municipal corporation, five dollars, to be paid by the corporation, the petitioners therefor, or their agent.
15. For filing the certificate of subscription required to be filed by section thirty-two hundred and forty-four of the Revised Statutes, two dollars.
16. For filing a name, or names or initials by manufacturers, bottlers and dealers in ginger ale, seltzer water, soda water, mineral water and other beverages, under the act of April 9, 1880 (77 O. L. 140), five dollars.
17. For making every certificate under the great seal of the state, one dollar.
18. For recording miscellaneous records, papers, or other documents, required by law to be recorded in the office of the secretary of state, twenty cents a hundred words.
19. For making copies of articles of incorporation, and for making copies in other cases, the fees provided for in original section one hundred and forty-eight of the Revised Statutes shall be charged; and all fees herein established shall be paid into the state treasury as provided in said original section; and the secretary of state shall neither file nor record any of the articles of incorporation, certificates, or other papers herein above referred to, unless the fees for filing same are first duly paid. 86 0. L. 33. Took effect May 1, 1889.
This a valid law, and applies to articles of agreement of consolidation between an Ohio company and a company or companies of another state, as well as to articles of consolidation between Ohio companies only. Ashley v. Ryan, 49 Ohio St. 504.
$ 148b. Disposition of fees-Action to recover fees paid
under protestAfter retaining of the fees collected in his office the sum prescribed in section one hundred and forty-eight, the secretary of state is authorized and it is hereby made his duty, to pay into the state treasury to the credit of the general revenue fund for
general revenue purposes, all fees which have been paid or may hereafter be paid under section 148a, whether the same be paid under protest or not; and in all cases where fees paid under protest, to recover which while held by him suit would lie against the secretary of state, are so paid into the state treasury, actions to recover such fees shall be brought against the State of Ohio and not against the secretary of state, permission being hereby granted to maintain actions for such purposes against the state instead of the secretary of state, but only in the cases and to the extent that such actions might be maintained against the secretary of state, if the fees were still held by him. Service of process in such cases shall be made on the attorney-general, who shall represent the state and protect its interests. 89 O. L. 325.
$ 148c. Foreign corporation to file statement-Fee charged
by secretary of state-Exceptions-AppealsPenalty for failure to comply-Suits to compel compliance-Requirements of corporations when capital stock is increased-Fees to be paid into state treasury-Not liable to attachment-Stockholder of corporation taxed in accordance with this act need not list shares for taxation-When stockholder required to list proportionate share of stock-Penalty for acting as agent of corporation failing to com
ply with act, Every foreign corporation, incorporated for purposes of profit, now or hereafter doing business in this state and owning or using a part or all of its capital or plant in this state, shall, within thirty days after the passage of this act, or, in case of a company hereafter coming into this state, then before it proceeds to do any business in this state, under oath of the president, secretary, treasurer, superintendent or managing agent in this state of such corporation, make and file with the secretary of state, a statement, in such form as the secretary of state may prescribe, containing the following facts:
1. The number of shares of authorized capital stock of the company and the par value of each share.
2. The name and location of the office or offices of the company in Ohio, and the name and address of the officers or agents of the company in charge of its business in Ohio.
3. The value of the property owned and used by the company in Ohio, where situate, and the value of the property of the company owned and used outside of Ohio.
4. The proportion of the capital stock of the company which is represented by property owned and used and by business transacted in Ohio.
From the facts thus reported, and any other facts coming to his knowledge bearing upon the question, the secretary of state shall determine the proportion of the capital stock of the company represented by its property and business in Ohio, and shall charge and collect from the company, for the privilege of exercising its franchises in Ohio, one-tenth of one per cent upon the proportion of the authorized capital stock of the corporation, represented by property owned and used and business transacted in Ohio, being the same fee required to be paid by corporations formed under the laws of Ohio. Upon the payment of the said amount, the secretary of state shall issue to the foreign corporation a certificate that such corporation has complied with the laws of Ohio, and is authorized to do business therein, stating the amount of its entire capital and the proportion of which is represented in Ohio. Provided, this section shall not apply to foreign insurance, banking, savings and loan, or building and loan companies, or to foreign co-operative or investment companies organized to sell certificates or debentures on the installment or partial payment plan, or companies doing business on the service dividend plan, who have deposited with the treasurer of the State of Ohio securities satisfactory to him of the value of not less than twenty-five thousand dollars, and who shall annually thereafter deposit securities equal in value to ten per cent of the gross receipts on the amount of business done in Ohio for the preceding year, until the whole amount so deposited has reached the sum of $100,000 for the protection of the holders of said certificates or debentures, or to express, telegraph, telephone, railroad, sleeping car, transportation or other corporations engaged in Ohio in interstate commerce business; or to foreign corporations, entirely nonresident, soliciting business, or making sales, in this state by correspondence or by traveling salesmen. Any foreign corporation shall have the right, on application, to be heard by the secretary of state touching the matter of the determination of the proportion of its capital stock represented by