State v. Gloster Lumber Co. , 147 Ark. 461 ( 1921 )

McCulloch, C. J.

Appellee is a domestic business and manufacturing corporation organized under the laws ol the State in the year 1914, and is domiciled at Camden, Arkansas. It owns no tangible property of any kind situated in the State, and its assets consist of a sawmill, lumber, logs, merchandise, standing timber and timber lands situated in the State of Mississippi, where it operates the business of manufacturing and selling lumber. It has paid no property tax in the State of Arkansas since its organization; none has been assessed against it in this State; and the present action is one instituted by the Attorney General to recover taxes on the stock of said corporation, which, it is alleged, has thus far escaped taxation. The case was tried below on an agreed statement of facts, in which it is stipulated that if appellee is liable at all the sum of $500 is the proper amount to be recovered.

The contention of the. Attorney General is that, although appellee’s tangible property situated in another State where its active business is being conducted, can not be taxed in this State, its shares of stock can and should be, under the statutes of this State, taxed here, and that the value of its tangible property in another State can be included in the estimate of value of the stock to be so taxed here.

In the case of State v. Bodcaw Lumber Co., 128 Ark. 505, where the corporation involved was actively engaged in operating business in this State and its tangible property was situated partly in this State and partly m another State, we held that in the estimate of value of the stock of the corporation for taxation in this State the value of the tangible property in another State should be included. In the opinion in that case we said: “The valuation of the property outside of the State must be omitted when the property of the corporation itself is sought to be taxed; but when the effort is to assess the values of the shares of stock, it should not be deducted, for those shares of stock have a separate valuation existing here within the jurisdiction of the State, and upon which the State has a right to take its toll of taxation. ’ ’

That decision was rendered on March 12, 1917, and another statute on the subject was enacted by the General Assembly and approved by tbe Governor on March 17, 1917 (Acts 1917, p. 1355, Crawford & Moses’ Digest,' § 9965), which, it was contended in another case (Crossett Lumber Co. v. State, 139 Ark. 397) changed the rule announced with respect to the taxation of stock of corporations; but we held that this statute did not change the rule .announced in the Bodeaw case, supra.

The contention of learned counsel for appellee in this case is that the statute referred to which authorizes the taxation of shares of stock in a corporation against the corporation itself as the representative of the shareholders applies only to a corporation conducting its visible and overt business activities in this State, and that it does not apply to a domestic corporation which operates its business in another State where all of its property is situated. The statute applies in express words to “all corporations doing business in this State” (except certain ones enumerated); and requires them to annually file with the tax assessor “of the county wherein its principal office is situated” .a list or statement showing the number of shares of stock and face value thereof, the market value of each share, the aggregate market value or actual value of all stock, the total bonds of the corporation secured by mortgage on the corporation’s property and the value of such bonds, the assessed value of 'all real estate owned by the corporation, and the assessed value of all tangible personal property owned by the corporation and assessed under Kirby’s Digest, § 6910 (■Crawford & Moses’ Digest, § 9904).

The statute further provides that the aggregate value of all the stock of the corporation and its bonds,, after deducting the assessed value of its real estate and other tangible property, shall be “listed and assessed by the corporation as agent for its • shareholders, under the heading, 'intangible property.’ ”

The theory of counsel for appellee is that a corporation organized under the laws of this State and domiciled here does not come under the requirement of the statute if it has no tangible property here and is not visibly operating some kind of business here in. this State. That is not, we think, the correct interpretation of the statute. The words used in the statute are very broad. “All corporations doing business in this State” is the language used. A corporation organized and domiciled here is necessarily doing business here if it is doing business at all. Its life and existence are here, and all of its business activities necessarily emanate here primarily, if if functions at all. Its domicile is the fountain head of all its activities. We are speaking now of a domestic corporation, for none other is dealt with in this case.

The obvious purpose of the statute makes it very clear that the meaning of its framers was to include all corporations whose corporate stock is within the jurisdiction of this State in the exercise of its taxing power. To exclude a corporation situated as appellee is would be to make an exception which the law makers did not intend. It can not. be doubted that it is within the power of the State to tax, against the corporation itself,- the shares of stock of a corporation circumstanced like appellee. The fact that all of the tangible property of the corporation is situated outside of this State does not differentiate the case from prior decisions in which the tangible property of the corporations involved was situated partly in this State and partly outside.

Counsel for appellee argue that since the purpose of the statute was to tax the shares of stock against the corporation as the representative of. the shareholders, it is not unreasonable to assume that the law makers meant to omit all corporations not actively operating business here, leaving the shares of stock in all other corporations to be taxed against the individual shareholders. But this interpretation is against the policy obviously adopted by the framers of the statute to assess the shares of stock against all corporations existing here as the representatives of their respective shareholders. No reason is discernible for providing a different method of taxation merely because the corporation conducts its business elsewhere.

The conclusion is that the State is entitled to recover the taxes on appellee’s shares of stock. The decree of the chancery court is therefore reversed, and judgment will be entered here for the amount stipulated in. the event of recovery.