American Smelting Refining Company v. People of the State of Colorado Henry Lindsley, No. 143

CourtUnited States Supreme Court
Writing for the CourtPeckham
Citation51 L.Ed. 393,9 Ann.Cas. 978,27 S.Ct. 198,204 U.S. 103
Decision Date07 January 1907
Docket NumberNo. 143
PartiesAMERICAN SMELTING & REFINING COMPANY, Plff. in Err., v. PEOPLE OF THE STATE OF COLORADO ex rel. HENRY A. LINDSLEY, District Attorney of the Second Judicial District of the State of Colorado, Deft. in Err

204 U.S. 103
27 S.Ct. 198
51 L.Ed. 393
AMERICAN SMELTING & REFINING COMPANY, Plff. in Err.,

v.

PEOPLE OF THE STATE OF COLORADO ex rel. HENRY A. LINDSLEY, District Attorney of the Second Judicial District of the State of Colorado, Deft. in Err.

No. 143.
Argued December 20, 21, 1906.
Decided January 7, 1907.

Page 104

The writ of error in this case brings up for review the judgment of the supreme court of Colorado, which affirmed the judgment of the trial court, forfeiting the right of the plaintiff in error, hereinafter called the corporation, to do business as a foreign corporation within the state until a certain tax therein adjudged to be due should be paid. The corporation refused to pay the tax, and thereupon, at the instance of the district attorney and the attorney general of the state, a proceeding in the nature of quo warranto against the corporaction was commenced for the purpose of obtaining a forfeiture of the franchise of the corporation for its failure to pay the 'annual state corporation license tax.' The defense set up that the tax was a violation of the Federal Constitution as impairing the obligation of a contract, and in other particulars named. Upon the trial the court found that there was due to the state of Colorado the sum of $4,000, being the amount of the annual tax due by reason of the statute, which was held valid. A decree was thereupon entered, forfeiting the right of the corporation to do business within the limits of the state of Colorado until the tax was paid, and it was 'absolutely and wholly deprived of all rights and privileges within the state of Colorado until such tax is paid.' Upon appeal to the supreme court of the state this judgment was affirmed, and the corporation then sued out this writ of error.

The corporation was incorporated April 4, 1899, in New Jersey, and it is permitted by its articles of incorporation to do business in other states, and to carry on a general ore reduction, milling, mining, and other business mentioned in such

Page 105

articles. On April 28, 1899, it duly made application to the proper state authorities of Colorado for permission to enter and transact business in that state, under the laws thereof. At this time its capital stock was $65,000,000, divided into shares of the par value of $100 each. Subsequently, and on April 8, 1901, its capital stock was increased to $100,000,000, and the certificate of such increase was duly filed in Colorado. Section 499 (Mills' Annotated Statutes of Colorado), after making provision for the performance of certain conditions by a foreign corporation entering the state, continued: 'And such corporation shall be subjected to all the liabilities, restrictions, and duties which are or may be imposed upon such corporations of like character organized under the general laws of this state, and shall have no other or greater powers.' Section 500 of the same statute provided that a foreign corporation must file in the office of the secretary of state a copy of its charter, or, if incorporated under a general corporation law, a copy of such certificate of incorporation, and such general corporation law, duly certified. Section 1 of chapter 51 of the Session Laws of Colorado for 1897 provided that every foreign corporation should pay to the secretary of state, for the use of the state, a fee of $10 if the capital stock did not exceed $50,000. If in excess of that sum the corporation was to pay 'the further sum of 15 cents on each and every thousand dollars of such excess, and a like fee of 15 cents on each thousand of the amount of each subsequent increase of stock. The said fee shall be due and payable upon the filing of certificate of incorporation, articles of association, or charter of said incorporation, joint stock company, or association, in the office of the secretary of state; and no such corporation, joint stock company, or association shall have or exercise any corporate powers or be permitted to do any business in this state until the said fee shall have been paid; and the secretary of state shall not file any certificate of incorporation, articles of association, charter, or certificate of the increase of capital stock, or certify or give any certificate to

Page 106

any such corporation, joint stock company, or association, until said fee shall have been paid to him.' By § 10 of chapter 52 of the Session Laws of Colorado for 1901 it was provided that no foreign corporation could 'exercise any corporate power or acquire or hold any real or personal property, franchises, rights, or privileges, or do any business or prosecute or defend in any suit, in this state, until it shall have received from the secretary of this state a certificate setting forth that full payment has been made by such corporation, joint stock company, or association of all fees and taxes prescribed by law to be paid to the secretary of state, and every such corporation, joint stock company, or association shall pay to the secretary of state for each such certificate a fee of $5.'

In accordance with the provisions of § 1 of the Laws of 1897, above mentioned, the corporation paid, upon filing its certificate, April 28, 1899, to the secretary of state, for the use of the state, $9,792.50 on its original capitalization; and on May 17, 1901, the further sum of $5,250 upon its increase of capital stock to $100,000,000. Thereupon the secretary of state issued a certificate, stating the filing of the proper papers with him, and further stating that 'pursuant to the provisions of § 10 of said act (1901) I hereby certify that the said company has made full payment of all fees prescribed by law to be paid to the secretary of state and due at the time of the issuing of this certificate, and is hereby authorized to exercise any corporate powers provided for by law.' This was given under the hand and official seal of the secretary of state, and was dated on the 21st day of May, 1901. There were at this time no other statutes providing for the payment of any charges, fees, or taxes for coming into and doing business in the state of Colorado.

The corporation, upon entering the state in 1899 under its permission to enter and transact business therein, immediately commenced to erect a plant for the purpose of...

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43 practice notes
  • Chi., St. P., M. & O. Ry. Co. v. Douglas Cnty.
    • United States
    • United States State Supreme Court of Wisconsin
    • 8 Enero 1908
    ...S. R. Co., 72 Wis. 612, 40 N. W. 487, 1 L. R. A. 771;Stedman v. City of Berlin, 97 Wis. 505, 73 N. W. 57;Am. Smelting Co. v. Colorado, 204 U. S. 103, 27 Sup. Ct. 198, 51 L. Ed. 393;McCormick v. Hayes, 159 U. S. 332, 16 Sup. Ct. 37, 40 L. Ed. 171;State ex rel. Parsons v. Comm. School Lands, ......
  • Roosevelt Raceway, Inc. v. Monaghan
    • United States
    • United States Court of Appeals (New York)
    • 23 Marzo 1961
    ...does not exist. Page 739 The Raceway places its chief reliance on American Smelting & Refining Co. v. People of State of Colorado, 204 U.S. 103, 27 S.Ct. 198, 200, 51 L.Ed. 393 in support of an argument that section 45-a did not represent a tax exemption. In that case, a foreign corpora......
  • Kirby v. Union P. Ry. Co.
    • United States
    • Colorado Supreme Court of Colorado
    • 4 Diciembre 1911
    ...below in this case the Supreme Court of the United States, in American S. & R. Co. v. State of Colorado ex rel. Lindsley, reported in 204 U.S. 103, 27 S.Ct. 198, 51 L.Ed. 393, has held that law void, so far as it relates to a foreign corporation which had already paid the entrance tax a......
  • Walker v. Bedford, 13380.
    • United States
    • Colorado Supreme Court of Colorado
    • 18 Octubre 1933
    ...246 of 34 Colo. 82 P. 531, 533. And, while the case was reversed by the United States Supreme Court (Amer. S. & R. Co. v. Colorado, 204 U.S. 103, 27 S.Ct. 198, 51 L.Ed. 393, 9 Ann.Cas. 978), such reversal was on a question not involved in the present case. This court later reaffirmed it......
  • Request a trial to view additional results
43 cases
  • Chi., St. P., M. & O. Ry. Co. v. Douglas Cnty.
    • United States
    • United States State Supreme Court of Wisconsin
    • 8 Enero 1908
    ...S. R. Co., 72 Wis. 612, 40 N. W. 487, 1 L. R. A. 771;Stedman v. City of Berlin, 97 Wis. 505, 73 N. W. 57;Am. Smelting Co. v. Colorado, 204 U. S. 103, 27 Sup. Ct. 198, 51 L. Ed. 393;McCormick v. Hayes, 159 U. S. 332, 16 Sup. Ct. 37, 40 L. Ed. 171;State ex rel. Parsons v. Comm. School Lands, ......
  • Roosevelt Raceway, Inc. v. Monaghan
    • United States
    • United States Court of Appeals (New York)
    • 23 Marzo 1961
    ...does not exist. Page 739 The Raceway places its chief reliance on American Smelting & Refining Co. v. People of State of Colorado, 204 U.S. 103, 27 S.Ct. 198, 200, 51 L.Ed. 393 in support of an argument that section 45-a did not represent a tax exemption. In that case, a foreign corpora......
  • Kirby v. Union P. Ry. Co.
    • United States
    • Colorado Supreme Court of Colorado
    • 4 Diciembre 1911
    ...below in this case the Supreme Court of the United States, in American S. & R. Co. v. State of Colorado ex rel. Lindsley, reported in 204 U.S. 103, 27 S.Ct. 198, 51 L.Ed. 393, has held that law void, so far as it relates to a foreign corporation which had already paid the entrance tax a......
  • Walker v. Bedford, 13380.
    • United States
    • Colorado Supreme Court of Colorado
    • 18 Octubre 1933
    ...246 of 34 Colo. 82 P. 531, 533. And, while the case was reversed by the United States Supreme Court (Amer. S. & R. Co. v. Colorado, 204 U.S. 103, 27 S.Ct. 198, 51 L.Ed. 393, 9 Ann.Cas. 978), such reversal was on a question not involved in the present case. This court later reaffirmed it......
  • Request a trial to view additional results

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