The Salt Lake herald. [volume] (Salt Lake City [Utah]) 1870-1909, 1899-01-12
An Important Opinion By AttOrne,
General Bishop
IN UNION PACIFIC CASE
COMPANY WILL PAY NOTHING
FOR FILING AMENDMENTS.
Once the Maximum Amount Has
Been Paid By a Corporation For
Filing Articles, Amended Articles
Increasing Capital Stock May Be
Filed Without Further Expense

Attorney General Bishop, in a very
lengthy opinion, issued yesterday, de-
clded that the Union Pacific Railroad
company Will not have to pay any fees
on its articles increasing the capital
stock by some 81, 600, 900. He holds
that, the company once having paid
the maximum amount of $500, it can
amend its articles, increase its stock as
often as 1T pleases, without any further
! cost than a nominal charge for the GER
/ tificate.
/ AS a basis for his reasoning. Mr..
Bishop quotes the law on the subject.
which reads as follows:
FOR receiving and filing each orig
mai or certified copy of articles of in
CoipufaIlUn, ne suaI Charge and col
lect the sum of % cents on each 81 900
or capital stock OF any company or
/ corporation; provided, that in no case
snail the aggregate sum charged and
| collected from any corporation exceed
$500; provided, further. that the same
sums shall be charged and collected
for receiving 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.
amendment to articles of incorporation
increasing the capital stock of any cor
poratlon, and Issuing certificate there
OF, 20 cents for each $1,000 of increase
of such capital stock
The attorney then proceeds to argue
as follows:
1t IS general rule of construction
that d proVlso relates to the matter i'm
medl2tely. preceding it, unless IL clearly
appears that If
TO some other matter. 1t will be oh
served that the first proviso is applic-
aDle> 10 the classes enumerated in the
second which Immediately follows it:
that is, foreign corporation with a
capital of $4,000, 600, 0rganized subse-
quent to the passage of this law. hay-
ing heretofore applied for admission to
do business in this state, would be re-
CURED 10 pay the maximum of 81. 500
and that subsequent thereto it amended
us articles OF incorporation increasing
It's capital stock, it would be entitled 10
llle the amended articles without fur
ther payment, excepting the So for issu-
ing a certificate. This is the only rea-
sonable construction of the law re-
specting foreign corporations, and the
rule could not be different respecting
domestic corporations.
Suppose a domestic corporation has
been organized under this law with a
capitalization of 900. and. upon
filing its articles with the secretary of
state, has paid the necessary fee of
SZ,oct- thereafter, it seeks to amend its
articles by increasing its capital stock.
Can 1T be said that under the last para
graph OF the statute above set forth
Sucn corporation would be required to
pay for filing amendments to it's arti-
cies increasing it's capital stock % cents
Tor each $1,000 of such increase? If so.
IL would be palpable discrimination
in favor of a foreign corporation, and
would result in permitting such foreign
corporation, with the same capital |
STOCK, pursuing the same business and, |
in every respect, equal to a domestic |
corporation, TO do business in the state I
On terms more favorable than that of a /
domestic corporation. Such a law would !
be in conflict with section of article |
II of the constitution, which provides
hat no corporations organized outside
If this state shall be allowed to trans
act business within the state on condi-
ions more favorable than those pre-
;cribed by law to similar corporations
organized under the laws OF this state.
The language Of the proviso fixing
he maximum fee to be collected is
positive and unequivocal: In no case
'hall the aggregate sum charged and
from any corporation exceed
2. 500'
THE use of the words aggregate
um' also indicate that the legislative
mind contemplated that corporations
we're likely to amend their articles from
ime to time. by increasing their car
tai stock, as provided in the last para
.raph of the statute above set forth.
nd that when such corporations
hould have paid the aggregate sum of
$500 no additional amount could be
equired."
After arriving at these conclusions
he attorney general says that the cor
Grafton in question, having heretofore {
aid the maximum fee of $500, no fur {
ner payments can be exacted