Cobbs & Mitchell, Inc. v. Corp. Tax Appeal Bd., 21.

• Decision Date: 02 December 1930
• Docket Number: No. 21.,21.
• Citation: 252 Mich. 478,233 N.W. 386
• Parties: COBBS & MITCHELL, Inc., v. CORPORATION TAX APPEAL BOARD.
• Court: Michigan Supreme Court

252 Mich. 478

233 N.W. 386

COBBS & MITCHELL, Inc.,

v.CORPORATION TAX APPEAL BOARD.

No. 21.

Supreme Court of Michigan.

Dec. 2, 1930.

Certiorari to Corporation Tax Appeal Board.

Certiorari by Cobbs & Mitchell, Incorporated, to review an order of the Corporation Tax Appeal Board.

Order affirmed.

Argued before the Entire Bench.

Henry Miltner, of Cadillac, for plaintiff.

Wilber M. Brucker, Atty. Gen., and Charles Rubiner, Asst. Atty. Gen. (Alice E. Alexander, of Lansing, of counsel), for defendant.

POTTER, J.

Plaintiff was organized May 26, 1899. Its period of corporate existence was 30 years, ending May 26, 1929. It took the steps necessary to extend its corporate life for another 30 years. Its authorized capital stock shown by its articles of association executed to extend its corporate life was $1,000,000. August 31, 1929, the corporation filed its annual report showing the condition of its business as of May 26, 1929, the date of its reincorporation, showing capital stock $1,000,000 and surplus $94,855.62. Subsequently the corporation filed a report showing this condition as of December 31, 1928, when its capital stock was $1,000,000 and its surplus $101,582.97. Plaintiff claims it is entitled to be treated as a new corporation, and that it should only pay the fees required upon the organization of a new corporation. Defendant contends plaintiff should pay the annual franchise fee and the additional fees on the extension of its corporate life.

By Act No. 72, Public Acts 1927, plaintiff was obligated in the month of July or August to file a report in duplicate with the secretary of state showing its condition at the close of business on the 31st day of December, or upon the date of the close of its fiscal year, next preceding. Every such corporation organized on or after January 1 and prior to August 31 of any one year should file a report in duplicate showing the condition of its business at the date of incorporation and pay a filing fee and a privilege fee of $10.

In C. N. Ray Corporation v. Secretary of State, 241 Mich. 457, 217 N. W. 334, a franchise fee was sought to be imposed upon an extension of corporate life. It was held such franchise fee could not be exacted, and the secretary of state was directed to receive and file the evidence of plaintiff's extension of corporate existence without exacting any franchise fee. Act No. 175, Public Acts 1929, was then passed, which provides:

‘All corporations whose terms of corporate existence shall have expired, or shall be about to expire by limitation, and who shall seek to extend or renew such corporate existence, in accordance with law, shall be regarded as new corporations for the purpose of the payment of the fees provided by this act, and shall be required to pay such fees before the extension or...