The Salt Lake herald. [volume] (Salt Lake City [Utah]) 1870-1909, 1897-02-09


ion transmitted yesterday to Secretary
of State Hammond. decides that all
foreign corporations must pay the usual
fee of % cents per 81, 900 of its capital
stock before such corporation can do
business in the state.
The question was brought up by the
application of a wagon and machine
firm to amend its articles increasing
the capital stock by $1,50O,O0O. The
law enacted by the last legislature
declares that % cents per 1000 shall be
charged corporations formed in this
state and that q fee of $25 can only be
charged by the secretary of state for
filing foreign articles of incorporation.
But Mr.. Bishop declares the latter pro-
vision in effect unconstitutional. The
attorney-general saws:
Il have before me your favor of the
1st inst. in which you ask to be ad-
ViSed whether a foreign corporation
which had fled it's original articles
of incorporation with the secretary of
the territory of Utah, and which now
desires to file in your Office an amend
ment to it's original articles, increasing
its CAPITAL stock, is required to pay 25
cents for each $1,000 of such increase
of capital stock, as provided under sub
divisions 8 and II of section IL, chapter
81 of the laws of 1896, or a fee of $25
as provided in subdivision Is of sec
ton IL of said chapter.
AN answer to your question in
wolves a consideration, not only of
these statutory provisions, but also of
section of chapter II of the consti-
tuition of the state, which is as fol-
lows:
No corporation organized outside
of this state, shall be allowed to trans
act business within the state, on con-
ditions more favorable than those pre-
scribed by law to similar corporations,
organized under the laws of this
state
Subdivision of section II, chapter
81 Of the laws of 1896. in prescribing
what fees shall be collected by your
Office, provides: For receiving and
fling eac! certified copy of articles
of INCORPORATION, he shall charge and
collect the sum of 25 cents on each
$1,000 of capital stock of any company
or corporation. Provided, that the same
sums shall be charged and collected
for rec eiving and filing certified copies
of articles of INCORPORATION. or of
amendments increasing the capital
stock OF foreign corporations hereafter
organized for the purpose of operating
property, or carrying on business in
this state
Subdivision II of said section pro-
vides: For receiving and fling each
certified copy of an amendment to arti-
Giles of incorporation, increasing the
capital stock of any corporation
and issuing certificate thereof, 25 cents
for each 81 900 of increase of such cap
ital stock.
Subdivision Is of said section pro-
vides: For receiving and filing articles
of incorporation and bylaws of for
eign corporations, not included in the
proviso to subdivision of this section,
S25.'
These provisions are in apparent
conflict. Under subdivision 3 supra, the
lateS only to receiving and filing of
original articles of Incorporation of for
eign corporations organized prior to
the taking effect of said chapter to-
wit: March %, 1896. While it ex-
pressly refers to amendments increaS-
ing the capital stock, no exception in
this particular is created, because the
main provision to which the proviso
relates contains no reference to that
subject, therefore the only ex-
ception which results from the
proviso to said subdivision 8, is
to the reception and filing of original
articles of Incorporation of such cor
poratiOnS, and not to the reception and
fling Of amendments increasing the
capital stock. This view is strength
ened by the language of subdivision Is,
supra, as the reference is only to re
ceiving and filing articles of incorpora-
ton etc, and not to amendments in
creasing the capital stock.
1T will be observed that subdivision
was evidently intended to cover the
fling of original articles of foreign
heretofore organized
while subdivision IL was intended to
cover the question of fees for filing
amendments increasing the capital |
stock. TO the first there is an excep- |
ion which, stripped of it's verbiage. |
means, implicitly at least, that such |
should not be required to
pay 25 cents on $1,000 of capital stock |
or filing their original articles, while |
subdivision II was intended to provide |
he fees to be charged for receiving |
Ind filing amendments increasing the |
,apital stock of any corporation, to |
which there is no exception
This construction is made necessary
n order to make all these provisions |
larmonize with each other and also |
With the provision of the constitution
Lbove set out; otherwise foreign corpo
ations, heretofore organized, which |
lad already fled their articles of in
md if upon filing amendments TO their
-rticles of Incorporation increasing the
apital stock, they should be required
o pay a fee of only s25 as is provided
or in subdivision Is of said section,
nd as you say is commended for by
he parties, they would be permitted
o transact business within the state
n conditions more favorable than
hose prescribed by law, to similar
organized under the laws
f this state for ii will not be cues
Toned, that upon filing the amend
nents increasing their capital stock,
he latter would be required to pay
ee of % cents on each $1,000 of such
Increase in the capital stock. For il
lstration: Suppose two corporations
lere engaged in the same line of bust
eSS in this state, and were COMPETE
ors therein, one a foreign corporation,
rganiZed prior to the enactment of
his law, but which, as in the present
ase, had filed its original articles of
with the secretary of the
erritory of Utah; the other a dOmeS-
c corporation, organized and doing
usiness under the laws of. this state.
let US suppose, that the foreign cor
Grafton conceiving it to be to its adj
antage to increase it's capital stock
nd thus enlarge the scope of its bust
ess, presumably to the disadvantage
its competitor. 1t presents it's
mended articles for fling to the sec
etary of state, showing an increase
f capital stock from 100000 to
1900. 900. Suppose that a fee of S25
My is required for the filing of said
mendments in the secretary of states
flee; on the other hand, suppose the
Omestic corporation. spurred on BY the
ction of it's competitor and realizing