W. Scheidel Coil Co. v. Rose

• Decision Date: 22 December 1909
• Citation: 242 Ill. 484,90 N.E. 221
• Parties: W. SCHEIDEL COIL CO. v. ROSE, Secretary of State.
• Court: Illinois Supreme Court

242 Ill. 484

90 N.E. 221

W. SCHEIDEL COIL CO.

v.ROSE, Secretary of State.

Supreme Court of Illinois.

Dec. 22, 1909.

Appeal from Circuit Court, Cook County; R. W. Clifford, Judge.

Petition by the W. Scheidel Coil Company against James A. Rose, Secretary of State, for a writ of mandamus. From a judgment dismissing the petition, petitioner appeals. Affirmed.

A. D. Gash, for appellant.

W. H. Stead, Atty. Gen. (Orville F. Berry, of counsel), for appellee.

DUNN, J.

Appellant filed a petition for a writ of mandamus in the circuit court of Cook county, in which it alleged that the W. Scheidel Coil Company and the Western X-Ray & Coil Company were separate corporations organized under the laws of this state; that the stockholders of the respective companies, in pursuance of a call of thier respective boards of directors and of notice given as required by law, met separately and each voted to consolidate the two companies under the name of the Scheidel-Western X-Ray Coil Company, making the capital stock of the consolidated corporation $110,000, the sum of the capital stock of the two original corporations; that on August 7, 1907, a certificate of the foregoing proceedings was made under the seal of the W. Scheidel Coil Company, verified by the affidavit of its president, and a duplicate thereof was recorded in the office of recorder of deeds of Cook county; that the original, together with $1, was forwarded to James A. Rose. Secretary of State of the state of Illinois, with a demand that he file the same; that the capital stock of the Western X-Ray Company was $60,000 and that of the W. Scheidel Coil Company was $50,000, and that their incorporation fees had been paid at the time they were, respectively, incorporated; that the said James A. Rose received the said certificate on August 8, 1907, but refused to file the same, and demanded taht he be paid, before doing so, $155 fees in addition to the $1 presented. The prayer of the petition was for a writ of mandamus commanding the said James A. Rose to file said certificate. A demurrer was sustained to the petition, and it was dismissed, and judgment was rendered against the petitioner, from which an appeal is prosecuted directly to this court; the state being interested.

The only question argued is the right of the appellee to demand the additional fee before filing the certificate. Section 10a of chapter 53 of Hurd's Revised Statutes of 1908, provides that all corporations hereafter organized under the laws of this state, before they shall be permitted to file any papers in the office of the Secretary of State or make any application for the purpose of being incorporated,shall pay to the Secretary of State fees as therein specified, except in case of homestead associations, building and loan associations, religious associations, and corporations not for pecuniary profit. Croporations for all lawful purposes, except banking, insurance, real estate brokerage, the operation of railroads, and the business of loaning money, may be organized under the general incorporation act. Other acts provide for the incorporation of railroad companies, banks, and insurance companies. Some of these acts require the proceedings for incorporation to be had through the office of the Auditor of Public Accounts, and do not require that any papers shall be filed with the Secretary of State, or that any certificate shall be issued by him. With such corporations this section of the statute is not concerned. But in the...