Summary
In People ex rel. Bay State Shoe Leather Co. v. McLean (80 N.Y. 254, 258) Judge ANDREWS, in speaking of those provisions of the Revised Statutes (Pt. 1, chap. 13, tit. 4) from which section 31, above referred to, is in substance taken, says: "The statutory system to which we have referred, however, only regulates the taxation of domestic corporations. It is inapplicable to foreign corporations."
Summary of this case from New York Milk Products Co. v. DamonOpinion
Argued February 6, 1880
Decided February 24, 1880
M.L. Cobb, for appellants.
Charles H. Winfield, for respondent.
The general scheme of the statute for the assessment of the property of corporations other than real estate, for the purposes of taxation, is to assess their capital at its actual value, and their surplus funds, deducting therefrom the value of their real estate, and of shares of other corporations held by them, liable to taxation. (1 R.S., 414, Laws of 1853, chap. 654; id., 1857, chap. 456; People v. Board of Assessors, 39 N.Y., 81.)
It is in this way that the general prescription of the statute (1 R.S., 390, § 6), subjecting to assessment and taxation "all the personal estate of every incorporated company," is to be carried out. The scheme does not look to any valuation of the specific chattels or personal estate of corporations as such. The real estate of corporations is to be assessed in the town or ward where it is situated (§ 6), and after deducting from the value of the capital and surplus, the value of their real estate and shares in other corporations, the sum remaining, necessarily represents the entire personal estate of the corporation, which ought justly, or which by the true construction of the statute can be subjected to taxation.
The place of assessment of the personal estate of corporations, is definitely prescribed. The statute is that it "shall be assessed in the town or ward where the principal office or place for transacting the financial concerns of the company shall be; or if such company have no principal office, or place for transacting its financial concerns, then in the town or ward where the operations of such company shall be carried on." (§ 6.) In the case of a corporation which has a principal office or place for transacting its financial concerns, it is plain that the place where the office is located is the place of assessment of its personal estate, irrespective of its actual situs. The law provides for its taxation there on a complete and full valuation. It takes no notice of the actual location of the property, whether it is at the place where the assessment is made, or elsewhere within the State, in the hands of agents or otherwise. It necessarily follows from the system for taxing the personal estate of corporations, that the general provision of the statute (1 R.S., 389, § 5), authorizing the assessment of personal estate in the possession of an agent, etc., to be made against such agent, in the same way as if he was the owner, can have no application to corporations liable to taxation on their capital, whose property is in the hands of agents, but which have a principal office within the State. Otherwise double taxation would or might result, which could not have been intended. The statute contemplates a single assessment and taxation at a specified place, of the entire personal estate of corporations, by the assessment and taxation of their capital and surplus, as representing it, without regard to the actual situs of the property.
The statutory system to which we have referred, however, only regulates the taxation of domestic corporations. It is inapplicable to foreign corporations. The taxation of such corporations by taxing their entire capital and surplus would in most cases be manifestly unjust, as it seldom happens that their capital is wholly employed within our jurisdiction. Prior to the statute of 1855 (chap. 37), the property of foreign corporations in the hands of agents here (not specially exempted) could be assessed and taxed as the property of the agent, under the general provision relating to the assessment of property in possession of agents. (1 R.S., 389, § 5.) The act of 1855 introduced a new provision into our system of taxation, in respect to the taxation of nonresidents. It provides, that "all persons and associations doing business in the State of New York, as merchants, bankers, or otherwise, either as principals or partners, whether special or otherwise, and not residents of the State, shall be assessed and taxed on all sums invested in any manner in said business, the same as if they were residents of this State; and said taxes shall be collected from the property of the firms, persons and associations to which they severally belong." It was held in The British Commercial Life Ins. Co. v. The Commissioners of Taxes, etc. (1 Keyes, 303), that foreign corporations were comprehended within the words "persons and associations" in this act, and that a foreign insurance company, doing business in this State, was properly taxable in the city of New York, where the principal place of business or office of the agency existed. (See, also, opinion of SELDEN, J., in The Parker Mills v. The Commissioners of Taxes, 23 N.Y., 243.)
It will be noticed that the act of 1855, confines the assessment and taxation under the act to the sums invested in any manner, in the business conducted here. It does not authorize taxation of foreign corporations based on the whole capital, but only on the sums invested in business in this State, for the obvious reason that this part of their property alone, has the protection of our laws. The act also points out the mode of taxation, viz: "the same as if they were residents of this State."
Referring to the mode of taxing a resident corporation, and applying the same rule to foreign corporations doing business here, and having a principal office or place for the transaction of their financial concerns, we ascertain where they are to be assessed, viz: in the town or ward where such office is located, and as the assessment when made is to be on all sums invested in their business, the assessment at such place must necessarily be exclusive, and embrace all their personal estate liable to taxation in this State.
These considerations lead to the conclusion, that the assessment against Hapgood, in the town of Ossining, of the tools and machinery in his possession as agent for The Bay State Shoe and Leather Company was unauthorized. That company was a Massachusetts corporation, doing business in this State, and engaged in the production of boots and shoes by the labor of convicts in the State prison at Sing Sing, and using there the tools and machinery which were the subject of the assessment. But the principal office, or place for transacting the financial concerns of the company, was in the city of New York, and it had no office for that purpose elsewhere. The assessors of the town of Ossining had therefore no jurisdiction to make the assessment in question. The assessment could only be made in the city of New York.
The objection that a certiorari to correct the assessment-roll, by striking out the illegal assessment, is not an appropriate remedy in this case, for the reason that the assessors had completed the roll, and delivered it to the supervisor of the town, before the original writ issued, was not taken by motion to quash or supersede the writ, or in any form, on the hearing. On the return of the original writ, showing that the roll was in the hands of the supervisor, a supplemental writ was issued, commanding him to bring it into court. The roll was brought in, in answer to this writ, and the hearing was then had, on both the original and supplemental papers, and no objection then, so far as appears, was made in any way, to the form of the remedy, and after hearing the case on the merits, the court made the order appealed from.
We think the appellants are concluded from now raising the objection that certiorari was not a proper remedy, or that Hapgood should have been joined as relator, assuming that if seasonably taken the objection should have prevailed.
The order should be affirmed.
All concur.
Order affirmed.