The Saint Paul globe. (St. Paul, Minn.) 1896-1905, 1900-05-12
EXACT FEE FOR RENEWALS
ATTORNEY GENERAL DOUGLAS so
ADVISES THE SECRETARY
OF STATE
CORPORATIONS ARE AFFECTED
just at This Time Many Companies
Formed in the Boom Which
Followed the War
Are Expiring.

About thirty years ago there was a
large number Of corporations formed in
Minnesota, and their charters are now
expiring, so that the question raised in
connection with the Knife Falls Boom
company, which has applied to the secre-
tary of state for a renewal of its arti-
cles of Incorporation, applies with equal
force to a large number of other corpora
tons.
For this reason the secretary referred
to the attorney general the question
whether or not the renewing companies
should pay fee and Attorney General
Douglas in an opinion rendered yester-
day, urges that they should. The opinion
is as follows:
You inquire if the Knife Falls Boom
corporation, organized under title 2 of
chapter 81 of the General Statutes of 1884
whose corporate existence expires by
statutory limitation in December 1901 may
lawfully extend its corporate existence
without first paying into the treasury of
the state the Incorporation fees provided
Tor by chapter rs OF the General Laws of
1889
Chapter 155 of the General Laws of 1885,
as amended by chapter u of the General
Laws of 1891 provides that any corpora
ton heretofore or hereafter organized I'M
der any general law of this state may re-
new the term of its corporate existence
from time to time not exceeding the term
originally limited therefor, by adopting a
resolution expressing such proposed re-
newal by a twO-thirds vote of all its
members or shareholders present and vot-
ing at any regular meeting of such cor
poration, and filing and publishing its
original articles
AT the time that chapter 155 of the
Laws of 1885 was passed, the manner of
filing and publishing the articles of in
corporation of proposed corporation
did not include the payment of any in
corporation fee. In 1889 the legislature
passed law known as chapter 225, i'm
posing upon all corporations organized
for pecuniary profit the payment of an
incorporation fee, the amount of which
was determined by the capital stock, such
fee to be paid at or before the time of
filing the articles of incorporation in the
office of the secretary of state
Since the passage of chapter 225 of the
Laws of 1855, the secretary of state has
no authority to receive for filing the
articles of any corpora ton until the fee
on its capital stock is paid, and the man
ner Of filing and publishing the articles of
incorporation includes the payment of the
fee. in view of the provisions of this act,
l am inclined to(the opinion that a cor
poration- attemp ing to renew its CO.. porate
existence by adopting a resolution eX-
pressing such proposed renewal and filing
and publishing such resolution in the
manner provided for filing and publishing
its original articles, must pay the fee
chapter DDS of the Laws Of 1889.
In 1891 the legislature passed a curative
act, known as chapter DO, which provides
that in any case where there has been
heretofore an attempted formation or or
ganiZation or renewal of any corporation
under any of the general laws of this
state, and the persons so attempting to
form or organize or renew a corporation
have adopted and signed articles of aSsO-
citation, but such incorporation being in
valid by reason of the failure of the per-
son so attempting to incorporate to COM
ply with all the provisions of law, such
attempted formation or organization or
renewal is legaliZed and declared valid,
provided, however, that such corpora ton
shall lille in the office of the register of
deeds of the proper county its articles of
incorporation and pay into the state teaS-
ury, the fees provided in chapter 225 of
the laws of 1889
This 1881 act might be considered as
legislative construction of chapter 155 of
the Laws of 1885, particularly so of the
phrase, in the manner provided for fling
and publishing its original articles
The incorporation fee paid at the time
of the original incorporation covers only
the period expressed in the articles, and
subject to the statutory limitation of
thirty years The fee so paid cannot be
extended into the new term of the corpo-
ration. 1t seems reasonable to contend
that ii is just as necessary for the cor
poraton. upon extending it's existence, to
pay the fee required to be paid al the
time Of its original corporation as it is
10 1lle ana publish the resolution i'll the
manner provided for filing and publishing
the original articles.
''The question which you submit, how
ever. presents great many difficulties,
and it is not easy to determine definitely
as a matter of law, in the absence of eX-
press words of the state so directing, that
it is incumbent upon corporation pro-
posing to renew its corporate existence to
pay the fee. However, as an adminiStra-
tive officer, you are. in my judgment, fully
authorized to demand from every corpo-
ration organized under any general law
of the state. before filing its renewal GER
then capital stock, in accordance with the
provisions of chapter 225 of the Laws of
1889. Yours truly.
Attorney General"