* *

At one time corporations were taxed on the full amount of their § 110 capital stock paid in and accumulated surplus. The Tax Act of 1866 (P. L. 1866, p. 1078) provides" that all private corporations of this State, except banking institutions and those which, by virtue of any contract (for an instance of such a contract see Singer Mfg. Co. v. Heppenheimer, 58 N. J. Law, 633) "in their charters or other contracts with this "State, are expressly exempted from taxation, and except mutual life "insurance companies specially taxed, shall be assessed at the full "amount of their capital stock, paid in and accumulated surplus; and "that the person holding the stock shall not be assessed therefor. * "The Act of 1866 sometimes worked injustice to incorporations by sub'jecting them to a tax on the full amount of their capital paid in, making "no allowance for impairment of capital, and the design of the Laws of "1875 and 1878 (Section 105 of the Corporation Act of 1875 and the amend"ment thereof, corresponding to Section 110 of the present act), was to "relieve against that hardship by establishing a fairer and better method "of taxation by making the property of the corporation the subject of "taxation instead of the capital stock or stock and surplus. The inten"tion was merely to substitute the one method for the other in taxing the "corporation." (Jersey City Gas Light Co. v. Jersey City, 46 N. J. Law, 194.)

The effect of the decision above quoted was that so much of the Act of 1886 as required the assessment of the full amount of capital paid in and accumulated surplus was repealed by implication, but that the provision exempting stock from taxation in the hands of the holders was still in full force and effect. (Jersey City Gas Light Co. v. Jersey City, 46 N. J. Law, 194.)

The constitutionality of this provision has been sustained. (State, Trenton Iron Co. v. Yard, 42 N. J. Law, 357.)

The visible personal property of a corporation is assessed and taxed in the township or ward where such property is found. (P. L. 1891, p. 192, § 6), and other personal property where its principal office is (Gen. Stat., p. 3294, § 67), and its real estate is assessed in the township or ward where it is situated. (P. L. 1901, p. 199.)

Real property must be assessed at its true value. (P. L. 1901, pp. 209, 210.)

The taxation which this section comprehends should not be confused with the franchise tax or license fee which corporations are required to pay under the Act of 1884. (§ 150 et seq., post.) That is a tax or fee which the State exacts as a condition to the grant of a corporate franchise and is not a property tax. Nor on the other hand can the franchise be taxed as property by virtue of this section or the Tax Act of 1866. (Passaic Water Co. v. Paterson, 56 N. J. Law, 471.) Under this section and the Act of 1866, too, only such property as is actually within the State can be taxed. The franchise tax is based upon the amount of capital stock issued and outstanding at par, without regard to its actual value. (Singer Mfg. Co. v. Heppenheimer, 58 N. J. Law, 633.) The franchise tax is a State tax; that under the Act of 1866 is a local tax. (Pipe Line Co. v. Berry, 52 N. J. Law, 308; s. c., 53 Id., 212.)

§ 111-12

III.

XIII.-Lost Certificates of Stock.

111. New certificates of stock may be issued for certificates lost or destroyed.-Every corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed, and the directors authorizing such issue of a new certificate may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the corporation a bond, in such sum as they may direct, as indemnity against any claim that may be made against such corporation; a new certificate may be issued without requiring any bond when, in the judgment of the directors, it is proper so to do.

P. L. 1832, p. 205; P. L. 1892, p. 166.

A certificate of stock should not be issued to take the place of a lost certificate without a resolution of the board of directors. The new certificate should state that it is issued to take the place of a lost certificate, and the company should always require the party receiving the new certificate to give it a bond to indemnify the company against any loss by reason of the issue of such new certificate.

112. Proceedings in case of refusal to issue new certificate of stock. Whenever any corporation shall have refused to issue a new certificate of stock in place of one theretofore issued by it, or by any corporation of which it is the lawful successor, alleged to have been lost or destroyed, the owner of the lost or destroyed certificate, or his legal representatives, may apply to the circuit court of the county in which the principal office of the corporation is located, for an order requiring the corporation to show cause why it should not be required to issue a new certificate of stock in place of the one so lost or destroyed; such application shall be by petition, duly verified, in which shall be stated the name of the corporation, the number and date of the certificate, if known or ascertainable by the petitioner, the number of shares of stock named therein and to whom issued, and a statement of the circumstances attending such loss or destruction; thereupon said court shall make an order requiring the corporation to show cause, at a time and place therein mentioned, why it should not be required to issue a new certificate of stock in place of the one described in the petition; a copy of the petition and order shall be served upon the president or

other head officer of the corporation, or on the cashier, secre- § 113 tary or treasurer thereof, personally, at least ten days before the time designated in the order.

P. L. 1882, p. 205; P. L. 1892, p. 166.

113. Court may proceed in summary manner. At the time and place specified in the order, and on proof of due service thereof, the court shall proceed in a summary manner, and in such mode as it may deem advisable, to hear the proof and allegations offered in behalf of the petitioner, or the corporation, or other interested party, relative to the subject-matter of inquiry, and if upon such inquiry the court shall be satisfied that the petitioner is the lawful owner of the number of shares of the capital stock, or any part thereof, described in the petition, and that the certificate therefor has been lost or destroyed and cannot, after due diligence, be found, and that no sufficient cause has been shown why a new certificate should not be issued in place thereof, it shall make an order requiring the corporation or other party, within such time as shall be therein designated, to issue and deliver to the petitioner a new certificate for the number of shares of the capital stock of the corporation, which shall be specified in the order as owned by the petitioner, and the certificate for which shall have been lost or destroyed; in making the order the court shall direct that the petitioner deposit such security, or file such bond in such form and with such security as to the court shall appear sufficient to indemnify any person other than the petitioner who shall thereafter appear to be the lawful owner of such certificate stated to be lost or stolen; and the court may also direct publication of such notice, either preceding or succeeding the making of such final order, as it shall deem proper; any person who shall thereafter claim any rights under the certificate so lost or destroyed shall have recourse to said indemnity, and the corporation shall be discharged from all liability to such person by reason of compliance with the order; and obedience to said order may be enforced by the court by attachment against the officers of the corporation, on proof of their refusal to comply with the same.

P. L. 1882, p. 205; P. L. 1892, p. 166.

§ 114-15

XIV.-Fees on Filing Certificates; Sundry Provisions.

114. Fees on filing certificates.-On filing any certificate or other paper, relative to corporations, in the office of the secretary of state, the following fees and taxes shall be paid to the secretary of state, for the use of the state: for certificate of incorporation, twenty cents for each thousand dollars of the total amount of capital stock authorized, but in no case less than twenty-five dollars; increase of capital stock, twenty cents for each thousand dollars of the total increase authorized, but in no case less than twenty dollars; consolidation and merger of corporations, twenty cents for each thousand dollars of capital authorized, beyond the total authorized capital of the corporations merged or consolidated, but in no case less than twenty dollars; extension or renewal of corporate existence of any corporation, the same as required for the original certificate of organization by this act; dissolution of corporation, change of name, change of nature of business, amended certificates of organization (other than those authorizing increase of capital stock), decrease of capital stock, increase or decrease of par value of or number of shares, twenty dollars; for filing list of officers and directors, one dollar; filing copy of charter and statement of foreign corporation and issuing certificate of authority to transact business, ten dollars, and for all certificates not hereby provided for, five dollars; provided, that no fees shall be required to be paid by any religious or charitable society or association, or educational association having no capitai stock.

Act of 1875, § 24; P. L. 1883, p. 252; P. L. 1893, P. 444.

Under this section the fee for filing a certificate of change of location of principal office is twenty dollars. By a supplement to the corporation act another mode of changing such location is given, for which the fee is five dollars. (See Section 28a, ante.)

115. Surviving incorporators may designate others for organization. When one or more of the commissioners or incorporators of any corporation, created by or under any general or special act, shall have died before the corporation shall have been organized, pursuant to law, the survivors or survivor may in writing designate other persons who may take the place and act instead of those deceased, in the organization; and the

organization so effected by their aid shall be as effectual in law § 116-18 as if it had been effected by all the original commissioners or

incorporators.

P. L. 1891, p. 321.

116. Mutual association may create capital stock. The members of any mutual association heretofore or hereafter incorporated, may provide for and create a capital stock of such corporation, upon the consent in writing of all the members of corporation, and may provide for the payment of such stock, and fix and prescribe the rights and privileges of the stockholders therein.

P. L. 1888, p. 186.

117. Secretary of state to compile and publish list of corporations. The secretary of state shall annually compile from the records of his office, and publish a complete list, in alphabetical order, of the original and amended certificates of incorporation filed during the preceding year, together with the location of the principal office of each in this state, the name of the agent in charge thereof, the amount of the authorized capital stock, the amount with which business is to be commenced, the date of filing the certificate and the period for which the corporation is to continue.

P. L. 1889, p. 160.

118. Repealer; vested rights not impaired.-The act entitled "An act concerning corporations" (Revision), approved April seventh, one thousand eight hundred and seventy-five, and all acts amendatory thereof and supplemental thereto, except so far as herein expressly re-enacted, are hereby repealed; but no existing corporation shall be thereby dissolved, nor shall the powers specified in its charter or certificate of incorporation be thereby impaired or limited, and vested rights acquired under the repealed acts and actually exercised and enjoyed shall not be divested or disturbed, but no special provision relating to taxation, or immunity or exemption therefrom, contained in any special charter, shall be revived or continued by anything in this act; all acts and parts of acts, general and special, inconsistent with this act are hereby repealed; but this repealer shall nct revive any act heretofore repealed.