The Kansas City v. Sessions

• Decision Date: 10 April 1915
• Docket Number: 19,558
• Citation: 95 Kan. 261,147 P. 791
• Court: Kansas Supreme Court
• Parties: THE KANSAS CITY, FORT SCOTT & MEMPHIS RAILWAY COMPANY, Appellant, v. CHARLES H. SESSIONS, as Secretary of State, etc., Appellee

147 P. 791

95 Kan. 261

THE KANSAS CITY, FORT SCOTT & MEMPHIS RAILWAY COMPANY, Appellant, v. CHARLES H. SESSIONS, as Secretary of State, etc., Appellee

No. 19,558

Supreme Court of Kansas

April 10, 1915

Decided. January, 1915.

Appeal from Shawnee district court, division No. 1; ALSTON W. DANA judge.

Judgment affirmed.

SYLLABUS

SYLLABUS BY THE COURT.

DOMESTIC CORPORATION--Tax upon Right of Corporate Existence--Tax Based upon Capital Stock. A state may impose upon the franchise of corporate existence of a domestic corporation a tax measured by the amount of its capital stock, notwithstanding a large part of its business may consist of interstate commerce.

R. R. Vermilion, and W. F. Lilleston, both of Wichita, for the appellant; W. F. Evans, of St. Louis, Mo., of counsel.

S. M. Brewster, attorney-general, for the appellee; W. P. Montgomery, and F. P. Lindsay, both of Topeka, of counsel.

Mason, J. Dawson, J.

OPINION

STATEMENT.

Mason J.

This case, and others of a similar character, involve the validity of a statute requiring corporations to file annual reports and to pay certain annual fees. The provisions of the statute, so far as they are important to the decision of that question, follow:

"SECTION 1. Every corporation organized under the laws of this state, for profit, shall make a report in writing to the secretary of state annually on or before March 31st, showing the condition of the corporation at the close of business on the 31st day of December next preceding the date of filing and in such form as the secretary of state may prescribe, containing the following facts:

1. The name of the corporation.

2. The location of its principal office.

3. The name of the president, secretary, treasurer and members of the board of directors, with post-office address of each.

4. The date of the annual election of officers of such corporation.

5. The amount of authorized capital stock and the par value of each share.

6. The amount of capital stock authorized, the amount of capital stock issued and paid up.

7. The nature and kind of business in which the company is engaged and its place or places of business.

8. A complete and detailed statement of the assets and liabilities of the corporation.

9. A complete list of stockholders, with the post-office address of each and the number of shares held by each.

10. The change or changes, if any, in the above particulars made since the last annual report.

Such report shall be signed and sworn to before an officer duly authorized to administer oaths, by the president or vice-president and secretary or general manager of the corporation, and forwarded to the secretary of state. At the time of filing such annual report it shall be the duty of every corporation, for profit, or for carrying on any kind of business incorporated under the laws of this state to pay to the secretary of state an annual fee as follows: When the paid-up capital stock of the corporation does not exceed ten thousand dollars such annual fee shall be ten dollars; when the paid-up capital stock exceeds ten thousand dollars but does not exceed twenty-five thousand dollars the annual fee shall be twenty-five dollars; when the paid-up capital stock exceeds twenty-five thousand dollars but does not exceed fifty thousand dollars the annual fee shall be fifty dollars; when the paid-up capital stock exceeds fifty thousand dollars but does not exceed one hundred thousand dollars the annual fee shall be one hundred dollars; when the paid-up capital stock exceeds one hundred thousand dollars but does not exceed two hundred and fifty thousand dollars the annual fee shall be one hundred twenty-five dollars; when the paid-up capital stock exceeds two hundred and fifty thousand dollars but does not exceed five hundred thousand dollars the annual fee shall be two hundred and fifty dollars; when the paid-up capital stock exceeds five hundred thousand dollars but does not exceed one million dollars the annual fee shall be five hundred dollars; when the paid-up capital stock exceeds one million dollars but does not exceed two million dollars the annual fee shall be one thousand dollars; when the paid-up capital stock exceeds two million dollars but does not exceed three million dollars the annual fee shall be fifteen hundred dollars; when the paid-up capital stock exceeds three million dollars but does not exceed five million dollars the annual fee shall be two thousand dollars; when the paid-up capital stock exceeds five million dollars, the annual fee shall be two thousand five hundred dollars.

"SEC. 2. Every foreign corporation, for profit, now or hereafter doing business in this state, and owning or using a part or all of its capital in this state, and subject to compliance with the laws relating to the admission of foreign corporations to do business in Kansas, shall make a report in writing to the secretary of state, annually, on or before March 31st, showing, in such form as the secretary of state may prescribe, the following facts as of the 31st day of December next preceding the date of filing:

1. The name of the corporation, and under the laws of what state or country organized.

2. The location of its principal office.

3. The names of the president, secretary, treasurer, and members of the board of directors, with the post-office address of each.

4. The date of the annual election of officers.

5. The amount of authorized capital stock, and the Dar value of each share.

6. The amount of capital stock issued, and the amount of capital stock paid up.

7. The nature and kind of business in which the company is engaged and its place or places of business, both within and without the state of Kansas.

8. The name and location of its office or offices in Kansas, and the name and address of the officers or agents of the company in charge of its business in Kansas.

9. The value of the property owned and used by the company in Kansas, where situated, and the value of the property owned and used outside of Kansas and where situated.

10. A statement of the assets and liabilities of the corporation.

11. The change or changes, if any, in the above particulars made since the last annual report.

Such report shall be signed and sworn to before an officer duly authorized to administer oaths, by the president or vice-president and secretary or general manager and forwarded to the secretary of state. Upon the filing of such report the secretary of state, from the facts thus reported and any other facts coming to his knowledge bearing upon the question shall determine the proportion of the issued capital stock of the company represented by its property and business in Kansas, and shall charge and collect from such company, in addition to the initial fees, for the privilege of exercising its franchise in Kansas, an annual fee upon that proportion of such foreign corporation's issued capital stock as is devoted to its Kansas business and to be not less than ten dollars in any case, as follows: When the issued capital stock of the corporation used in Kansas does not exceed ten thousand dollars such annual fee shall be ten dollars; when the issued capital stock used in Kansas exceeds ten thousand dollars but does not exceed twenty-five thousand dollars the annual fee shall be twenty-five dollars; when the issued capital stock used in Kansas exceeds twenty-five thousand dollars but does not exceed fifty thousand dollars the annual fee shall be fifty dollars; when the issued capital stock used in Kansas exceeds fifty thousand dollars but does not exceed one hundred thousand dollars the annual fee shall be one hundred dollars; when the issued capital stock used in Kansas exceeds one hundred thousand dollars but does not exceed two hundred and fifty thousand dollars the annual fee shall be one hundred and twenty-five dollars; when the issued capital stock used in Kansas exceeds two hundred and fifty thousand dollars but does not exceed five hundred thousand dollars the annual fee shall be two hundred and fifty dollars; when the issued capital stock used in Kansas exceeds five hundred thousand dollars but does not exceed one million dollars the annual fee shall be five hundred dollars; when the issued capital stock used in Kansas exceeds one million dollars but does not exceed two million dollars the annual fee shall be one thousand dollars; when the issued capital stock used in Kansas exceeds two million dollars but does not exceed three million dollars the annual fee shall be fifteen hundred dollars; when the issued capital stock used in Kansas exceeds three million dollars but does not exceed five million dollars, the annual fee shall be two thousand dollars; when the issued capital stock used in Kansas exceeds five million dollars the annual fee shall be two thousand five hundred dollars.

"SEC. 5. In case any corporation required to file the report and pay the fee prescribed in sections one and two of this act shall fail or neglect to make such report within the period prescribed in said sections, respectively, such corporation shall be subject to a penalty of one hundred dollars, and an additional penalty of five dollars per day for each days omission after the time limited in this act for filing such report and paying such fee. Such penalty and the annual fee or fees required to be paid by the provisions of sections 1 and 2 of this act may be recovered by an action in the name...