Evening star. [volume] (Washington, D.C.) 1854-1972, 1905-05-07

might be made to radically different class
OF business, as, for example, from that or
mining to that of agriculture, yet the very
word change implies the abandonment of
the one by the adoption of the other, not
the combination of both. Combination, 1t
is true, is in the spirit of the age, but it.
is also true that it is within the province
of the legislature to guard its limitations
with jealous care, and we do not think
that, in the provisions of the code in re-
gard to corporations, 1t was the purpose of
Congress to throw wide the gates for the
unrestricted aggregation of industry in one
organization"
Recorder May Exercise Discretion.
Previous to the instructions of the De-
partment of Justice of a year ago, it had
been the rule of the recorder of deeds to
accept and place on record practically any
incorporation paper which appeared to have
been duly executed and acknowledged, on
the theory, subsequently declared by the
Court of Appeals to have been an erroneous
one, that the recorder of deeds, being mere
" ministerial officer, was bound to ac-
cep. for record any duly executed and
acknowledged instrument presented to him
when accompanied by the required fee
Undoubtedly, held the Court of Appeals
In it's decision of January 4. 1906, "the re-
corder of deeds is in the category of min
isterial officers, and has no jurisdiction to
pass upon the validity of instruments of
he Is not for this reason wholly without
discretion to determine whether any in
strument of writing should be admitted to
record He is by the law required to re-
ceive and file, or receive and record, as the
case may be, such instruments as have
been duly executed. and which purport on
their face to be of the nature of the in
strGments entitled to be filed or recorded.
The courts will sustain him when
he acts within the limits of the discretion
repcsed in him; they will coerce his action
when he has exceeded those limits and de-
MED a right to which parties are by. law
entitled
Another very important ruling of the De-
partment of Justice was recently made in
the matter of increase of the capital stock
of corporations organized under the pro-
visions of the District code. The questions
at issue were whether, under the act of
February f. 1908, amending section 552 of
the code the recorder of deeds is au-
thorized to collect a fee of 40 cents On each
thousand dollars of the increase of the
capital stock of corporation organized
here prior to that act, and whether the re-
corder is authorized to collect that fee on
Increase of capital stock of companies or
ganized here after that date. IA dtsp4sing
of the Inquiries the department advised Re-
corder Dancy that the act of February 4.
1915, by its express terms applies only to
all corporations hereafter Incorporated in
the District of Columbia
1t does not apply to corporation pre-
viously incorporated. An increase Of the
would not be reincorporation of the COM
pany and therefore upon the presentation
OF certificate showing increase in the
capital stock of a corporation organized
prior to the amendment of section $50, you
would not be authorized to charge and col
lect the fee of 40 cents on each one thou
sand dollars provided for in that act" But
the recorder was advised that he will be
justified in collecting the fee of 40 cents
on each eco of the increase of the capital
stock of an Incorporation organized after
the passage of the amendment. The in
crease of the capital stock it was stated
by the Department of Justice is to be
shown by certificate, the tax being meas
ured by the amount of the capital "as set
forth in its said certificate
Receipts Of Office Increased
1t was vehemently predicted In certain
quarters at the time of the Presidents ap-
proval of the act of February 4, 1905, that
that legislation meant the abandonment of
the District of Columbia place for the
organization of business concerns but the
records of the recorders office show that
since the passage of that act, the receipts
of the office in the matter of INCORPORATION
fees have been equal, If indeed, they have
not exceeded, the average per month prior
to that amendment. 1t is true that a much
smaller number of concerns have since
been organized here, but it is equally true
that those organized here since the 4th of
last February have been legitimate bust
ness enterprises. No longer are seventy or
more certificates of Incorporation filed daily
by one set of persons, with a capitalization
amounting to hundreds of millions and
no longer is the District of Columbia known
throughout the land a place where it is
easy to obtain interpretations at practically
no expense and without restrictions of any
nature to guard the unsuspecting against
fraud and dishonesty.
There is no change in the law as it pre-
viously existed regarding reports. The pro-
vision of the code is that each corporation
shall, within the first twenty days in Jan
uary of each year, file its report with the
recorder of deeds.