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case of manufacturing corporations, direct that the value of the real estate, and even the machinery which had been taxed to the corporation at the situs of the real estate, be deducted in ascertaining the value of the shares. The same view is taken in other States.1 But these decisions are not to be considered as touching the question of the power of the State to impose the tax wholly on the stock, and exempt the real estate, or to tax the income of the road at a certain rate and exempt all other property; for, as we have seen heretofore, the State, even where its Constitution contains a provision that taxation shall be equal and uniform, may commute the tax on corporations for a specified sum or for a sum graduated by the earnings of the corporation, and exempt it from all other taxation.

In Iowa, a tax law provides that, "the property of all corporations for pecuniary profit shall be subject to taxation, the same as that of individuals," and the Constitution contains the provision for equality and uniformity of taxation. The legislature passed an act taxing the property of express companies, and prescribed a rule for estimating the value of the property of such corporations; the rule was that the property was to be valued at forty per cent. of the gross receipts, within the particular taxing districts, from its business of the preceding year. This tax law was sustained and considered a proper mode of taxing the property of such corporations."

§ 90. Personal Estate, how and where Taxed.-A question arises here similar to that in reference to the real estate of corporations. If the shares of stock in a corporation are taxed under general tax laws to the owners, at their places of residence, can the personal property of the corporation be taxed to the corporation? It is undoubtedly true that the shares or the stock, or capital stock include all the property of the corporation, and if taxed to the shareholders and again to the corporation it is double taxation, but such taxation is not illegal. Yet where there is anything in the tax laws or the charter of the corporation to indicate an intention to tax only in one form, the leaning of the courts against double taxation will lead them so to construe the tax laws or charter as to avoid taxing the same property twice. And especially is this true, where the charter exempts the

1 American Bank v. Mumford, Collector, 4 R. I. 478; Provident Institution for Savings v. Gardner, 4 R. I. 484; Smith v. Burley, 9 N. H. 423. In Virginia, by statute, the machinery of a manufacturing corporation is estimated as a part of the value of the real estate, upon which it is situated. Code of 1873, § 43, p. 296. In New York, since the decision in 4 Paige, 384, by statute, the value of real estate is deducted in ascertaining the value of the shares for taxation.

2 United States Express Co. v. Ellyson, 28 Iowa, 376.

stock from taxation, or imposes a tax of a specific character and exempts the corporation from all further taxation. When a statute requires the "goods, wares, merchandise, or other stock in trade, including stock employed in manufacturing," &c., to be taxed "in the town or place when used or employed," the personal property of a corporation is not considered as reached by the statute, on the principle that it was included in the shares of stock and taxed to the owners at their domicile.2

The question has been raised as to the rolling stock of a railroad, whether it is to be taxed as personal property, or is so attached to the road and connected with it as to partake of the nature of real estate. The weight of authority is that it is personal estate, to be taxed to the road where it has its domicile. On the other hand, it is claimed that it is so intimately connected with the purposes and uses of the track, that it is within the power of the legislature to treat it as real property for the purposes of taxation. This proposition may be true without affecting in the least, the decisions just cited. The question there was not as to the power of the legislature to treat such property as real estate, for in the absence of express constitutional prohibition it undoubtedly has that power, but, whether under general tax laws for the taxation of real and personal estate, the rolling stock is to be classed under the former or latter, which is an entirely different question.

A corporation is taxable for its personal property at its domicile, which is the State of its creation, and within that State, in the town where it has its principal office or place of business.5 In the case first cited, the corporation, a railroad, had its principal office in Alexandria,

1 State v. Tunis, 3 Zabr. 484, 546; Gordon's Ex'r v. Mayor of Baltimore, 5 Gill, 226; Tax Cases, 12 Gill & J. 117; Rome R. R. Co. v. Mayor & Council of Rome, 14 Ga. 275. 2 Gardner Cotton & Woolen Factory v. Gardner, 5 Greenleaf (Me.) 133.

3 Pacific R. R. Co. v. Cass County, 53 Mo. 17; Randall v. Elwell, 52 N. Y. 521; Orange & Alexandria R. R. Co. v. City Council of Alexandria, 17 Gratt. 176. Pullman palace cars, not owned by the railroad company but by a car company, are included in the rolling stock of the railroad, and taxed as such. Kennedy v. St. Louis, Vandalia, Terre Haute & Indianapolis R. R. Co., 62 Ill. 395.

4 Louisville & New Albany R. R. Co. v. State, 25 Ind. 177. See also the very able argument of Mr. Carpenter, to show rolling stock to be fixtures, in a note to Minnesota Co. v. St. Paul Co. 2 Wall, 645-649.

Orange & Alexandria R. R. Co. v. City Council of Alexandria, 17 Gratt. 185, 186; Ontario Bank v. Bunnell, 10 Wend. 186; Sangamon & Morgan R. R. Co. v. County of Morgan, 14 Ill. 163; City of Sacramento v. California Stage Co. 12 Cal. 134; Pacific R. R. Co. v. Cass Co. 53 Mo. 17; Portland, Saco & Portsmouth R. R. Co. v. Saco, 60 Maine, 196; Middletown Ferry Co. v. Middletown, 40 Conn. 65; People v. City of Oswego, 6 Thomp. & C. (N. Y.) 673. A foreign corporation is assessed in the same mode and at the same place, unless there be a special statute on the subject. British Commercial Life Ins. Co. v. Com'rs of Taxes, 31 N. Y. 32.

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where its financial and other affairs were managed, and its transfer book and book of accounts were kept; the directors of the corporation held their meetings there; the machine shops were there, where the rolling stock of the company was repaired when out of order, and kept when not in actual use; the clerk and treasurer of the company resided in Alexandria, and the president, though he resided elsewhere, was usually there attending to the business of the company. These facts were considered as fixing the domicile of the company in Alexandria for the purposes of making its rolling stock liable to taxation by the city of Alexandria.

In New York the statute requires corporations to be assessed in the town or ward where the principal office or place of business for transacting the financial concerns is situated; the statute also requires the organic certificate of corporations operating in many counties, such as navigation companies, to state, among other things, "the name of the city or town and county in which the principal office for managing the affairs of the company, is to be situated," this certificate is to be filed in the clerk's office of that town or county. The Western Transportation Company, in its certificate, named the village of Tonawanda as the place of its principal office, kept its stock books there, and held the monthly meeting of its directors there, although very little other business was done there, and only one clerk at a salary of $1,150 was employed there. The business of the company was very large upon the Western lakes and the Erie canal; twenty clerks were employed at Buffalo; the president, secretary and treasurer resided there, and did their business chiefly at that office; the business done there amounted annually to several hundred thousand dollars; full books of account of the business of the company were kept there; the company had a large number of offices east and west, at all of which, except at New York and Chicago, the business was less than at Buffalo ; more money was received at Chicago, and about twice as much at New York as at Buffalo. The object of the company in locating its office at Tonawanda was to avoid taxation in the city of Buffalo. The certificate was considered conclusive as to the location of the principal office of the corporation for the purpose of taxation upon its capital.1 But when the statute requires a manufacturing corporation to state in its organic certificate "the place in which the operations of the company are to be carried on," it is to be taxed in that place, though the principal office for conducting the financial concerns of the company

'Western Transportation Co. v. Scheu, 19 N. Y. 408.

is located in a different town. The reason for the rule in reference to navigation companies, whose business extends through many counties and cities, does not apply to a manufacturing corporation, whose business is local, and when the company is located in a particular county in its certificate, it is to be taxed there.1

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When a tax is imposed on "money at interest," a savings bank which had invested deposits in the stock of another bank, was held not liable to be taxed for the deposits so invested as "money at interest." So deposits thus invested are not to be taxed to the savings bank, because the deposits are taxed to the owners at their domicile, and double taxation will not be presumed. Where a tax law imposes a tax on "bank stock, or stock in any moneyed corporation of loan and discount," a savings bank exercising all the rights and privileges of a bank, except issuing its own paper as a circulating medium, is included in the description. Where a tax is imposed on deposits, and a person who has such deposits on the day on which the assessment is to be made, gives a check for the amount of the deposits, payable in legal tender notes, which are exempt from taxation, which are given him, and he makes a special deposit of them in the same bank, and three days after he changes his special deposit into a general deposit of current funds, the object of these changes being to escape taxation, the transaction is void as to the State, and the deposits are liable to taxation.5

Shares. A share of stock in a corporation is personal estate, and is taxable to the owners thereof as other personal estate at the place of his residence. It has been supposed that a recent decision is in conflict with this view to the extent that the owner of shares in a corporation created and exercising its functions in a State other than that of the residence of the owner of the shares, is not liable to be taxed at the place of his residence for such shares, but at the place of the location of the corporation. This decision fully sustains the general principle, but decides that shares in the national banks are an exception to the rule, because the law that created the corporation gave

1 The Oswego Starch Factory v. Dalloway, 21 N. Y. 449.

2 Worcester Ins. Co. v. Worcester, 10 Cush. 128; but see contra, Fire Ins. Co. v. The County, 9 Penn. St. 413.

3 Prov. Institution for Savings v. Gardner, 4 R. I. 484.

4 Louisville Savings Bank v. Commonwealth, 14 B. Monr. 409.

Mitchell v. Com'rs, 9 Kansas, 344.

6 Ante, § 44, and authorities cited.

Address of Geo. H. Andrews, Esq., before Committee of Ways and Means of State of New York, Oct. 1874, p. 16, referring to Tappan v. Merchants' National Bank of Chicago, 19 Wall. 490.

these shares, for the purpose of taxation, the situs of the bank, the statute providing that they shall be taxed in the State where the bank is located, and if owned by non-residents of that State, in the city or town where the bank is located, and not elsewhere. This act of Congress gives to the shares of national banks, for the purpose of taxation, the fixity of real estate. So far as non-residents are concerned, the act of Congress is conclusive, it being the supreme law, but as to residents in the State in which the bank is located, owning shares, the act of Congress only provides that they shall be taxed within the State, and the general rule will still apply to them, that they are to be taxed to the owner at his residence; it is only as to non-residents that the shares are separated from the person of the owner.

The tax on shares is often collected from the corporation instead of the owner of the shares, the officers of the corporation being required to pay the tax directly into the treasury of the State, and it is considered a valid mode of collecting the tax, even in the case of national banks, and does not in any way conflict with the acts of Congress on that subject. If the officers of the bank refuse to pay the tax on the shares, they may be compelled by mandamus to pay the tax into the treasury of the State. When the shares in a corporation, as a bank, are sold for non-payment of taxes, the cashier of the bank may issue new certificates to the purchasers at the tax sale, who will be entitled to the dividends. The fact that the owner of shares has assigned them to a bank to secure the balance due on his subscription to the stock does not prevent the shares from being taxed to him as the owner.5

Gas Pipes, &c.—We have already seen that gas mains are not taxable as real estate. In Massachusetts, where the value of machinery is deducted in ascertaining the value of the stock, the gas pipes used in distributing the gas are regarded as "machinery" used in the manufacture of the gas. So in Tennessee, where there is a tax on manufacturing establishments, the gas pipes are considered as machinery, as a part of the establishment for the manufacture and distribution of the gas. But a corporation to convey water into a town is not

1 15 U. S. Stat. at Large, 34.

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2 National Bank v. Commonwealth, 9 Wall. 353; McVeigh v. Chicago, 49 Ill. 318; State v. Mayhew, 2 Gill (Md.) 487.

* 2 Gill, 489.

5 Tucker v. Aiken, 7 N. H. 113.

Smith v. Northampton, 4 Cush. 1.

6 Commonwealth v. Lowell Gas Light Co. 12 Allen, 75; Commonwealth v. Hamilton Manuf. Co. 12 Allen, 298; s. c. 6 Wall. 632.

'Memphis Gas Light Co. v. State, 6 Cold. (Tenn.) 310.

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