to each of such corporations, shall be vested in the consolidated corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectually the property of the consolidated corporation as they were of the several and respective former corporations, and the title to any real estate, whether by deed or otherwise, under the laws of this state, vested in either of such corporations, shall not revert or be in any way impaired by reason of this act; provided, that all rights of creditors and all liens upon the property of either of said former corporations shall be preserved unimpaired, and the respective former corporations may be deemed to continue in existence, in order to preserve the same; and all debts, liabilities and duties of either of said former corporations shall thenceforth attach to said consolidated corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. P. L. 1883, p. 242; P. L. 1888, p. 441; P. L. 1893, p. 121. 108. Dissenting stockholder of corporation having franchise for public use may petition court for appointment of appraisers. If any of the corporations so authorized to merge or consolidate shall have the right to exercise any franchise, for public use, and any stockholder thereof not voting in favor of such agreement shall dissent therefrom and shall refuse or neglect to convert his stock into the stock of such consolidated corporation, or to dispose thereof in the manner and on the terms specified in such agreement, such dissenting stockholder or such consolidated corporation may, at any time within thirty days after the adoption and filing of the agreement of consolidation, apply by petition to the circuit court of the county in which the chief office of the corporation whose stockholders shall so dissent or neglect, was or is located, on reasonable notice to be prescribed by said court to said consolidated corporation, or to such dissenting stockholder, as the case may be, for the appointment of three disinterested appraisers to appraise the full market value of his stock, without regard to any depreciation or appreciation thereof in consequence of the said merger § 108 § 108a or consolidation, and whose award (or that of a majority of them) when confirmed by the said court, shall be final and conclusive on all parties, and said consolidated corporation shall pay to such stockholder the value of his stock as aforesaid; and on receiving such payment, or on a tender thereof, or in case of any legal disability or absence from the state, on the payment of such award into said court, said stockholder shall transfer his stock to the said consolidated corporation to be disposed of by the directors thereof, or to be retained for the benefit of the remaining stockholders; and in case the said award is not so paid within thirty days from the filing of said award and confirmation by said court, and notice thereof to be given in the manner aforesaid unto said stockholder of said consolidated corporation, the amount of the award shall be a judgment against said corporation, and may be collected as other judgments in said court are by law collectible. P. L. 1883, p. 242; P. L. 1888, p. 441; P. L. 1893, p. 121. 108a.* On merger or consolidation dissenting stockholder may have stock appraised. 1. Upon the merger or consolidation of any two or more corporations, which do not have the right to exercise any franchise for public use, into a single corporation, as provided by the act to which this act is a supplement, if any stockholder in any of said merging or consolidating corporations not voting in favor of such agreement of merger or consolidation, shall dissent therefrom and shall refuse or neglect to convert his stock into the stock of such consolidated corporation, or to dispose thereof in the manner and on the terms specified in such agreement, such dissenting stockholder may, at any time within thirty days. after the adoption and filing of the agreement of consolidation, apply by petition to the circuit court of the county in which the chief office of the corporation, whose stockholder shall so dissent or neglect, was or is located, on reasonable notice to be prescribed by said court to said consolidated corporation for the appointment of three disinterested appraisers to appraise the full market value of his stock without regard to any depre * Arbitrary number; section inserted here merely for convenience of reference. ciation or appreciation thereof in consequence of the said merger § 109 or consolidation; and thereafter the proceedings and the rights and remedies of the respective parties shall be the same as is provided in the act to which this act is a supplement in the case of the appointment of appraisers to appraise the market value of stock of dissenting stockholders of corporations enjoying the right to exercise any franchise for public use; and the judgment upon the award as provided for therein, shall be a judgment against said consolidated corporation, and shall be a lien on all the property and assets acquired by the consolidated corporation from the corporation so merged, subject only to such liens as existed against said property and assets at the time of such merger or consolidation. 2. Nothing herein shall in anywise limit, repeal or supersede the provisions of the one hundred and eighth section of the act to which this is a supplement. (Supplement of April 10, 1902; P. L. 1902, p. 700.) 109. Consolidated corporation authorized to issue bonds and mortgage property. When two or more corporations are merged or consolidated the consolidated corporation shall have power and authority to issue bonds or other obligations, negotiable or otherwise, and with or without coupons or interest certificates thereto attached, to an amount sufficient with its capital stock to provide for all the payments it will be required to make or obligations it will be required to assume, in order to effect such merger or consolidation; to secure the payment of which bonds or obligations it shall be lawful to mortgage its corporate franchises, rights, privileges and property, real, personal and mixed; provided, such bonds shall not bear a greater rate of interest than six per centum per annum; the consolidated corporation may purchase, acquire, hold and dispose of the stocks of other corporations of this state or elsewhere, and exercise in respect thereto all the powers of stockholders thereof, and may issue capital stock, either common or preferred, or both, to such an amount as may be necessary, to the stockholders of such merging or consolidating corporations in exchange or payment for their § 110(1) original shares, in the manner and on the terms specified in the agreement of merger or consolidation; which may fix the amount and provide for the issue of preferred stock based on the property or stock of the merging or consolidating corporations conveyed to the consolidated corporation, as well as upon money capital paid in. This section is an enactment specially applicable to consolidated corporations, but it in nowise restricts the power of corporations generally to issue bonds and to mortgage property. Corporations in New Jersey are not restricted in their power to issue bonds whether secured by a mortgage or otherwise. (See note under Section I at p. 4.) P. L. 1883, p. 242; P. L. 1888, p. 441; P. L. 1893, p. 121. XII.—Taxation. 110(1.) Real and personal property; how taxed. All real and personal property of every corporation shall be taxed the same as the real and personal property of an individual; provided, that this action shall not apply to railway, turnpike, insurance, canal or banking corporations, or to savings banks,* or to cemeteries, church property, or purely charitable or educational associations. Act of 1875, § 105; P. L. 1878, p. 61; P. L. 1879, p. 348; P. L. 1886, P. 345. At one time corporations were taxed on the full amount of their 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 corporations by subjecting them to a tax on the full amount of their stock 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 amendment thereof, corresponding to Section 110 of the present act), was to relieve against that hardship *Or to trust companies (P. L. 1899, p. 467), by establishing a fairer and better method of taxation by making the prop-§ 110(2) erty of the corporation the subject of taxation instead of the capital stock or stock and surplus. The intention 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 1866 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 located, (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 also the Act of 1866, 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.) 110(2). Corporations entitled to same tax exemptions as natural persons. All mortgages, which, under the laws of this state are exempt from taxation when owned by natural persons, shall be and are hereby declared to be, to the same extent, exempt from taxation when owned by corporations of this state, and the value thereof shall be deducted from the value of the capital stock and property of such corporations in ascertaining the net amount of |