59 Md. 185 | Md. | 1882
delivered the opinion of the Court.
This action was instituted by the appellees against the appellant, a coal mining corporation, incorporated by the
The declaration counts upon the claim for taxes, as if the same had been assessed to and levied upon the property of the appellant primarily, without reference to the assessment upon the shares of the individual stockholders.
The appellant pleaded, 1st. Never indebted as alleged; 2nd. Never promised as alleged; and 3rd. Payment.
The case was tried and determined in the Court below on an agreed statement of facts.
By this agreed statement of facts, it is shown that the capital stock of the appellant is divided into 58,800 shares, of which 58,700 are owned by non-residents of the State, and only 100 shares by a resident stockholder of this State, and who resides in Allegany County.
It is also shown, that the appellant was regularly assessed with its real property in Allegany County, valued at $400,000, for the.year 1880, and that the. tax assessed thereon was duly paid. The State Tax Commissioner, however, under the Act of 1878, ch. 178, as amended by the Act of 1880, ch. 20, after deducting the value of the real estate so assessed, from the aggregate value of the total number of shares of the capital stock of the appellant, as directed.hy the statute, ascertained and determined the assessable value of each share of stock to he $3.33⅓, amounting in the whole to the sum of $196,000, in addition to the assessed value of the real estate of the appellant.
It is further shown that the rate of taxation for county purposes, for the year 1880, was 75¼ cents on each $100 of assessed value, and that the total amount of taxes claimed to he due the county from the appellant, in respect of the assessed value of the shares of stock at $3.33⅓ per share, is $1474.90, with interest from the 1st of January, 1881.
.It is further agreed, that the certificate of the State Tax Commissioner, as to the assessable valuation of the stock of the appellant, for county purposes, as directed by the statute, was not furnished to the appellees until about the 23rd of July, 1880, and that it was not until immediately after the receipt of such certificate that the appellees charged the appellant with the assessable value of its stock, thus ascertained and determined, and levied the tax of cents per $100 on such assessable value of the stock so returned.
It is upon these facts that the appellant insists that the judgment below should he reversed by this Court; that judgment being for the amount of the taxes claimed by the appellees.
For the purpose of fixing the situs of the stock held in the various corporations of this State, by non-resident shareholders, in respect to the right of taxation, the Code, Art. 81, as re-enacted by the Act of 1814, ch. 483, sec. 132, after declaring that the stock of certain kind of corporations shall be considered as situate at the place of the location of the principal office of business, within this State, of such corporations, declares that the stock of mining, manufacturing, and other like corporations, shall he taken as situate at the place where the works of such corporations, or the greater part of their operations. respectively, shall he conducted, and that such stock “shall he assessed in like manner, in the county or city where such works are situate,” That is to say, that notwithstanding the owners of the shares of stock may he
In this case the appellant is a coal mining corporation, incorporated under the authority of this State, and conducts its works and mining operations in Allegany County, within this State.
Such being the case, the shares of stock of this and all corporations, liable to taxation are required to he assessed to the owners of such shares, whether the owners he residents or non-residents of the State, and not to the corporation. This is expressly required by the general assessment Act of 1816, ch. 260, sec. 11, and also by the Act of 1818, ch. 418, sec. 2; the latter Act providing that all shares of stock in corporations of this State, whether owned by residents or non-residents of the State, “ shall be liable to be valued to the respective owners thereof, and to he assessed and taxed as the property of such respective owners.” And by the Code, Art. 81, sec. 149, as enacted by the Act of 1818, ch. 118, creating the office of State Tax Commissioner, that officer is invested with the power, and required to perform the duties, that theretofore devolved upon the Comptroller of the State in respect to the valuation and assessment of the shares of the capital stock of corporations, for the purposes of State taxation ; and by the sec. 151 of Art. 81 of the Code, as reenacted with amendments by the Act of 1880, ch. 20, which took effect from the 26th of February, 1880, it is provided that—
“ At the time of making the returns of stockholders to the County Commissioners and Appeal Tax Court of Baltimore City, as required by law, the president, or other proper officer, of every hank or other incorporated institution incorporated under the laws of this State, or doing
It will be observed that, by the terms of the statute; the certificate of the State Tax Commissioner is required to be furnished to the County Commissioners, and to the Appeal Tax Court, where the stockholders reside. But inasmuch as the shares of stock owned by non-residents of the State are given a fixed situs by law, and are equally liable to taxation as the shares owned by residents of the State, it has been held to be within the reason and purview of the statute that the Tax Commissioner should not only certify the number and value of shares owned by residents, but should likewise certify to the county or city authorities where the corporations are situated and conducting their operations, as defined by the statute, the number and value of the shares owned by non-residents of the State, for purposes of local taxation. This was expressly decided by this Court in the recent case of The Mayor and City Council of Baltimore vs. Baltimore City
Conceding, however, the liability of the stock held by non-residents of the State to taxation for county and city purposes, the appellant contends that the assessment of the stock in this case was illegal, because its value was determined by including the real estate of the corporation, situated in the State of New Jersey. But to this contention we cannot accede. The appellant is a Maryland corporation, deriving its existence, and all its powers and franchises, from this State. And such being the case, it is settled, that the sovereign power of taxation extends to everything which exists by the authority of the State, or which is introduced by its permission, except where such power is expressly or by necessary implication excluded. The separate shares of the capital stock of the corporation are authorized to he issued by the charter derived from the State, and are subject to its control in respect to the right of taxation; and every person taking such shares, whether resident or non-resident of the State, must take them subject to such State power and jurisdiction over them. Hence the State may give the shares of stock, held by individual stockholders, a special or particular situs for purposes of taxation, and may provide special modes for the collection of the tax levied thereon. State vs. Mayhew, 2 Gill, 487; National Bank vs. Commonwealth, 9 Wall., 353. And while it is true, that the shares of the capital stock of the corporation represent the capital stock, and everything of which the capital stock is composed, ’
But, apart from the objection just considered, it is contended that the assessment and levy of the tax upon the shares of stock were illegal and void, because not made within the time prescribed by law. And whether that be so of not we must next consider.
The Code, Art. 28, sec. 4, provides that the County Commissioners shall meet to make the annual levy of taxes previous to the first day of July in each year. This is codified from the Act of 1853, ch. 239; but it will be ob
It is not pretended that the County Commissioners did not levy the annual tax upon the real estate of the corporation in due time, or that they failed to furnish the certificates of such levy as required by law. Nor is there any thing to show that the State Tax Commissioner failed to value and assess the stock within the time prescribed by law (Code, Art 81, sec. 145, as modified by the Act of 1818, ch. 178, sec. 149); and in the absence of any thing to the contrary, we must presume he did his duty in this respect. But by the Act of 1878, ch. 178, sec. 152, the right of appeal is given to the corporation from the assessment of the State Tax Commissioner, to the Comptroller and Treasurer of the State, to be exercised within thirty days after notification; and the law imposes no limit for the determination of the appeal. The certificate of the valuation and assessment of the stock is not required to be sent to the County Commissioners by the State Tax Commissioner until such valuation and assessment “shall have been finally determined and made for State purposes;” and in this case an appeal was taken, and it does not appear to have been finally determined before the 22d of July, 1880, the day before the certificate of assessment was transmitted by the Tax Commissioner to the County Commissioners. And it is agreed that the County Commissioners made the levy on the assessable value of the stock immediately, or within a few days after the receipt of the certificate. Under such circumstances, showing no fault or neglect on the part of the County Commissioners, we discover no sufficient ground for saying that the tax in question was illegally assessed or levied. The
There is still another objection taken, and that is to the form of the remedy adopted by the appellees for the recovery of the tax.
As we have already stated, the declaration proceeds as for taxes levied upon the property of the corporation, and therefore due from it, without reference to the assessment and levy upon the shares of the individual stockholders. The assessment of the tax was required to he upon the shares of the stock belonging to individual stockholders as such, and not as upon property belonging to the corporation, as in the case of the assessment of the real property, which was properly assessed to the corporation. The corporation, however, is required to pay the taxes assessed upon the shares of stock, and when it shall have paid such taxes, the same are directed to be charged to the account of the respective stockholders by the corporation. The corporation itself is under no duty or obligation to pay the taxes assessed upon the shares of stock of the individual stockholders, except as provided by’ the statute. But the statute having created the duty and obligation to pay, when the shares of stock are assessed to the individual owners, that duty and obligation on the part of the corporation may be enforced by a proper action at law,—the plaintiff, in such case, showing the right claimed to be within the provisions of the statute. 1 Chit. Pl., 118, 119 and 125, (16th Ed.), and cases there cited. Rann vs. Green, 2 Cowp., 474, 476; Tilson vs. Warwick Gas Light
Judgment affirmed.