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ratification of the auditor's account distributing the assets of such corporation among its creditors and stockholders.
Ibid, secs. 367, 368 and 369. 1888, art. 23, secs. 255, 256 and 257.
1868, ch. 471, secs. 176, 177 and 178. 1908, ch. 240, sec. 57.
82. Whenever the Attorney General or any State's Attorney shall be authorized by the Governor to institute proceedings against a corporation to determine whether it has been guilty of such misuse, abuse or non-use of its powers and franchises as would by law make proper the forfeiture of its charter, the Attorney-General or State's Attorney so authorized shall file in the Court hereinafter designated a petition in the name of the State, setting forth in detail the alleged cause of forfeiture; and thereupon the Court shall lay a rule upon the corporation to show cause within a time named why a judgment of forfeiture should not be entered as prayed; a copy of such rule and of the petition shall be served on the corporation by a day to be therein limited, as other process against the corporation, as hereinafter provided, would be served. By the day named in said order, unless further time is granted by the Court, the corporation shall file its answer, setting forth all its defences and verified by the affirmation or affidavit of one of its officers; such further pleadings, if any, shall be filed within such time as the Court shall direct.*
1904, art. 23, sec. 370. 1888, art. 23, sec. 258. 1868, ch. 471, sec. 179.
1908, ch. 240, sec. 58. 83. If issues of fact be joined in such proceedings, the same shall stand for trial at such time as the Court shall direct and shall be tried by a jury if either party desires it; otherwise they shall be heard and determined by the Court. If from the findings of the jury or upon consideration or determination by the Court, the Court shall be of opinion that legal cause of forfeiture has been shown, and that the public interest requires that a forfeiture should be declared, a judgment of forfeiture shall be entered and the charter of the corporation shall thereby be annulled and vacated; and it shall be ousted of its corporate franchises; and the Court shall thereupon appoint a receiver o: receivers of the corporate estate and assets. The powers of
* International Fraternal Alliance vs. State, 77 Md. 547; same case, 86 Md. 550; Barton vs. International Fraternal Alliance, 85 Md. 14 ; State vs. Cumberland & Pa. R. R., 105 Md. 478.
. such receivers and all the consequences of dissolution shall be such as are hereinabove conferred and provided by this Article.*
1904, art. 23, sec. 371. 1888, art. 23, sec. 259. 1868, ch. 471, sec. 180.
1908, ch. 240, sec. 59. 84. If the corporation shall neglect to plead within the times appointed and provided, the Court shall proceed to hear the petition ex parte; and if a cause of forfeiture is shown, a judg. ment shall be entered as is provided in the preceding section. Ibid, sec. 372. 1888, art. 23, sec. 260. 1868, ch. 471, sec. 181.
1908, ch. 240, sec. 60. 85. If the Court upon a hearing, ex parte or otherwise, shall be of opinion that legal cause of forfeiture has been shown, it may, nevertheless, in its discretion, before passing a final judg. ment, require the corporation within a time fixed to remedy the grievance complained of and may suspend the entry of a final judgment until the time so fixed, and may afterwards refuse to enter such judgment if the grievance has been remedied. Ibid, secs. 373 and 374. 1988, art. 23, secs. 261 and 262. 1868, ch. 471,
secs. 182 and 183. 1908, ch. 240, sec. 61. 86. The petition for forfeiture hereinabove mentiond shall be filed in the Circuit Court for the county or in the Superior Court of Baltimore City, according to the location of the principal office of the corporation. And from any final judgment or determination of the Court in proceedings hereunder, either party may appeal to the Court of Appeals, as provided by Sections 68 and 69 of Article 5 of the annotated code.i 1904, art. 23, sec. 410. 1888, art. 23, sec. 296. 1884, ch. 316. 1892, ch. 601. 1900, ch. 21. 1908, ch. 240, sec. 62. 1916, ch. 596,
sec. 14, par. 87. 87. Process issued by any court or justice of the peace of this State against any corporation thereof may be served on any resident agent or director of the corporation or on its president, or on any vice-president, secretary or assistant secretary, treasurer or assistant treasurer, and if none of the above reside
* See cases to Art. 23, sec. 82.
† State vs. Cumberland & Pa. R. R., 105 Md. 478; Belair Club vs. State, 74 Md. 297.
in this State, such process may be served on any agent or other person in the service of the corporation; provided, that in all cases mentioned in this Section, the officer serving process shall leave a copy thereof with the person upon whom it is served. Every corporation of this State may be sued in any county or in the City of Baltimore, as the case may be, where its principal office is located, or where it regularly transacts business or exercises its franchises, or in any local action, where the subject matter thereof lies; and process against such corporation may be served as hereinabove provided, and may be directed to the sheriff of any county or of the City of Baltimore, returnable to the Clerk of the Court out of which same issued. And whenever any corporation of this State has become surety on any bond required by law to be filed in any court thereof or with any register of wills, public board or official-suit against such corporation on such bond may be brought in the city or county where the same is filed. Nothing herein shall prevent or affect the issuance of such attachments against corporations of this State as are now or may hereafter be allowed by law.*
1908, ch. 240, sec. 63. 88. It shall be sufficient in any suit, pleading or process, either at law or in equity or before a justice of the peace against any corporation, to describe it by the name or title by which it is commonly known or by or under which its business is transacted.
Taxation of Ordinary Business Corporations.
Code (vol. 3), art. 23, sec. 889. 1914, ch. 324, sec. 88A. 1916, ch. 596,
sec. 14, par. 88A. 88s. Every corporation of this State, having capital stock, except railroad corporations authorized to construct, maintain
* See Art. 16, subject "Chancery," sec. 128 ; Boggs vs. Inter-American Mining Co., 105 Md. 371 ; Central of Ga. Ry. vs. Eichberg. 107 Md. 363, and Phillips vs. Baltimore, 110 Md. 431. Service of process upon any attorney at law is not binding upon a corporation, an attorney not being an officer within the meaning of Art. 23, sec. 87 ; Washington Elec. R. R. Co. vs. Johnson, 96 Atl. (Md.) 445.
† The court, in Littleton vs. Wells and McComas Council, 98 Md. 453, held that under this section, as it then read, suit could be brought against any joint stock company or association by the name by which it was commonly known, but the wording of the section was changed by the Revised Corporation Act and the words "any joint stock company or association" were left out. See also Snow. den vs. Crown Cork & Seal Co., 114 Md. 650.
or operate railroads in this State, and building or homestead associations, shall, at the time of incorporation, pay for the use of the State a bonus tax at the rate of twenty cents for every thousand dollars of the amount of its authorized capital stock, and at the time of amending its charter to effect an increase of its authorized capital stock, a like bonus tax upon the authorized amount of any such increase thereof, but in no case shall such payment be less than twenty dollars, provided, however, that in the case of the consolidation of existing corporations to form a new corporation, such new corporation shall be required to pay the bonus tax herein prescribed, for only the amount of its authorized capital stock in excess of the aggregate amount of the authorized capital stock of the consolidating corporations; and the amount of such bonus tax shall be deposited with the State Tax Commission when the certificate of incorporation, or the articles of amendment increasing the authorized capital stock, are filed, which shall account quarterly therefor to the Comptroller and pay the same forth with to the State Treasurer for the use of the State. *
Ibid, sec. 88B. 88B. All corporations having a capital stock shall, for the purpose of this Act, be ordinary business corporations, and are hereby so defined, except railroad companies whose roads are worked by steam, electric or other power, street and passenger railways, steamship and steamboat companies, and all other common carriers, telegraph, cable, telephone, express, transportation, parlor car, sleeping car, and oil pipe companies, turn pike companies, bridge companies and sewerage disposal companies, safe deposit and trust companies, guarantee and fidelity companies, insurance companies of all kinds, electric light, electric construction, heating, refrigerating, water and gas companies, building or homestead associations, State, national and savings banks, or savings or moneyed institutions. Every ordinary business corporation created or to be created under the laws of this State shall from and after the expiration of the
* Sections 88a to 888, inclusive, were intended to apply to domestic corpora. tions. This is clear if all the above named sections be considered together. These sections constitute a system of taxation of corporations new to this State, and must be considered in connection with Art. 81, entitled "Revenue and Taxes."
year 1914 be exempt from taxation on its shares, nor shall its shares be assessed or valued, for the purpose of taxation, in the hands of the holders thereof.
Ibid, sec. 88c.
88c. Every ordinary business corporation shall be subject tɔ taxation upon its property, real and personal, which would be taxable in this State if such corporation were a natural person and engaged in a similar business, and the taxes thereon shall be levied, assessed and collectible in the following manner and not otherwise: On all real property the taxes shall be levied and assessed, and shall be payable at its situs, as now provided by law. All personal property of such corporations, exclusive of bonds, shares of stock and securities as enumerated in Article 81, Section 214, of the Code of Public Civil Laws (1912) and property which by law is exempt from taxation, and exclusive of manufacturing plants situated in any city or county ir: which by law or ordinance manufacturing plants are exempt from county or municipal taxation, shall be valued and assessed by the State Tax Commissioner or any State officer or officers who may be authorized to exercise the functions now or formerly exercised by the State Tax Commissioner, an when so valued, the whole personal assessment shall be appor. tioned between the several counties and cities of this State by the State Tax Commissioner or other State officers, in the proportion which the number of shares of stock of such corpora tion held by residents of each county or city or this State bears to the total number of shares of stock of such corporation outstanding, stock of such corporations held by non-residents of this State being treated for this purpose as if held by residents of the county, city or municipality where the main office of such corporation in this State for the transaction of business is actually situated, and when so apportioned the State, county and municipal taxes thereon shall be payable by such corporations to the officers authorized to collect State, county and municipal taxes at the residence of such stockholders at the tax rate fixed by the State and county, city or municipality at the residence of such stockholders. Bonds, shares of stock and se. curities as enumerated in Article 81, Section 214 of the Code