State v. Farmers' Bank ( 1841 )

*Lane, O. J.

The nature of the interests belonging to a corporation, and to the stockholders' of such corporation, have recently been investigated by this court. State of Ohio v. Franklin Bank of Columbus, 10 Ohio, 91. As explained by the-court, a corporation is a creature of the law, created to exercise certain franchises, and for this purpose is invested with specific powers, among which is that of holding property as a natural person, which is controlled by its proper officers, and may be sold for its debts, but is not the property of the individual corporators; that the separate shares of the stock, in a private corporation, are not the property of such corporation, but of the individual corporators; that bank stock, and the profits earned by its use, are the property of the corporation, but that(bank shares are the property of individuals.

Now, dividends in a bank, under the laws above cited, consist of that portion of its profits which the directors separate from the .general stock, and apply to the benefit of the stockholder. Whenever, by the act of the directors, the ownership of profits is so changed that i*t ceases to be the property of the corporation, and becomes the property of the stockholder, it is a dividend of profits, upon which the tax was intended to apply. The application of the profits, in this case, to the shares, which are the property of the stockholder, is plainly a dividend, within this definition, and the neglect of furnishing the statement is an act incurring the penalty.

That penalty is any sum not exceeding $1,000. As no attempts were made to conceal the acts, and as a communication has been had with some former officers of the state, in which doubts of the validity of this tax were seriously entertained, we think it is not just to impose a penalty beyond the tax and interest.

Judgment for plaintiff.