Home Fire Ins. Co. v. Benton

• Citation: 153 S.W. 830
• Parties: HOME FIRE INS. CO. v. BENTON, Tax Collector.
• Decision Date: 10 February 1913
• Court: Supreme Court of Arkansas

153 S.W. 830

HOME FIRE INS. CO. v. BENTON, Tax Collector.

Supreme Court of Arkansas.

February 10, 1913.

Appeal from Dallas Chancery Court; J. M. Barker, Chancellor.

Action by the Home Fire Insurance Company against J. P. Benton, as Tax Collector of Dallas County. From a judgment dismissing the complaint, plaintiff appeals. Affirmed.

The appellant sued the appellee in the Dallas chancery court to restrain him from collecting taxes assessed against the capital stock and surplus of appellant for the year 1911. The appellant is a domestic corporation, organized on the 16th day of January, 1905. The certificate of incorporation named Fordyce, Ark., as the domicile of appellant. Appellant is doing a fire insurance business in Arkansas and elsewhere. A. B. Banks &amp Co., prior to the 27th day of May, 1911, were the general agents of appellant, located at Fordyce, Dallas county, Ark., and transacted all of its business through its local agents there. On the 25th of May, 1911, the stockholders of appellant passed a resolution declaring that the place of business and domicile of appellant be removed from Fordyce, Dallas county, Ark., to Rison, Cleveland county, Ark.; and it was agreed that the president and secretary of appellant had complied with the requirements of section 870 of Kirby's Digest, concerning the things to be done, where there had been a removal of the place of business of a corporation from one county to another. The appellant assessed its personal property in Cleveland county for taxation for the year 1911, valuing the same at the sum of $82,500. The assessor of Dallas county assessed the personal property of appellant, consisting of its capital stock and surplus for the year 1911, in Dallas county, at the sum of $188,000; and a warrant for the collection of the taxes on this property was placed in the hands of the collector of Dallas county.

All the business of the appellant in relation to its business of issuing insurance policies and settling for losses was transacted at Fordyce, in Dallas county, through appellant's general agents, A. B. Banks & Co. Nothing, in fact, pertaining or belonging to appellant had been removed from Fordyce, Dallas county, Ark., to Rison, Cleveland county, Ark., and there was no removal of the domicile or principal place of business of the appellant from the former to the latter place, unless the resolution of its stockholders to that effect, and the certificate of its officers, and the filing and recording of the documents specified in section 870 of Kirby's Digest, supra, and the compliance with that section constituted the removal of its domicile and place of business in the sense of the law, for the purposes of taxation.

The appellant filed a petition in the Dallas county court asking relief from taxation in Dallas county, setting up that it had complied with the law in respect to assessing its property in Cleveland county, Ark., where its domicile and principal place of business was located; that it was not subject to taxation in Dallas county upon its capital stock and surplus, and asking that the assessment be stricken from the assessor's books of Dallas county, and that it be relieved from the payment of taxes on its capital stock and other personal property in Dallas county. The county court denied appellant's petition, and it appealed to the circuit court. While the appeal was pending in the circuit court, appellant filed this suit to enjoin the collector from collecting the taxes assessed against it on its capital stock, surplus and personal property in Dallas county.

The above are the facts upon which the chancery court found that the appellant "had not in fact removed its place of business from Fordyce, Dallas county, Ark., to Rison, Cleveland county, Ark., at the time of the assessment complained of in this cause, and that its personal property assessed for the year 1911, by the assessor of said county of Dallas, to the amount of $188,000, was properly assessable in said county of Dallas." The court dismissed appellant's complaint for want of equity, and it duly prosecutes this appeal.

T. D. Wynne, of Fordyce, for appellant. Morton & Morton, of Fordyce, for appellee.

WOOD, J. (after stating the facts as above).

The situs of the capital stock and surplus of a domestic corporation, for the purpose of taxation, is in the county where the corporation has its principal place of business. See Harris Lumber Co. v. Grandstaff, 78 Ark. 187, 95 S. W. 772; McDaniel v. Texarkana C. & M. Co., 94 Ark. 235, 238, 239, 126 S. W. 727. While these cases refer to other corporations than insurance corporations, the same rule applies, in ascertaining their domicile or principal place of business, for the purpose of taxing their personal property. The terms "domicile" and "principal place of business," as used in the statutes and decisions, are synonymous. See Kirby's Digest, § 845, and cases supra.

Our statute on the incorporation of business corporations, as contained in chapter 31 of Kirby's Digest, §§ 837 to 870, inclusive, contemplates that every business corporation shall have a definite purpose; that it shall have a situs or principal place of business as its domicile; and that it shall have a name by which it may be distinguished from other corporations. But a corporation, under the law, may change its business, or its name, or its domicile. Kirby's Digest, §§ 854, 870. All the things specified in the statute to be done as necessary for incorporation, or for the change in business, name, or domicile, are real requirements. Therefore, when a corporation is incorporated under a certain name, for a certain purpose, and having its domicile at a certain place, these are real, and not ostensible, requirements.

When appellant was incorporated, Fordyce, Dallas county, Ark., was named in its certificate or charter of incorporation as its principal domicile. This domicile, as shown by the agreed statement of facts, was not only one in name, but also in reality, for all of its business was transacted from that place, and continued to be even down to the time of the judgment from which this appeal comes. For in the agreed...