Montana Attorney General Opinion 15-177

Opinion No. 177 Corporations-Foreign COIllora,tions - Licenses-Fees-Capital Stock, In- crease of_ HELD: Foreign corporations may he and are required to pay a license fee upon the increased portion of capi- tal stock employed within the state as shown by the annual reports of the cor- poration amI as provided by Section 4 of Chapter 169, Laws of 1931. April 24, 1933. You have submitted the following for an opinion from this office: ")lay I re- quest at your early cOlll"enience, your construction upon Section 4 of Chapter 169, Laws of 1931. relating to the fee which shall be assessed foreign cor- porations upon increased proportion of capital stock employed within the State as shown h~' reports required of said ("hapter annually?" After foreign corporations are grant- ed permission to do husiness in Mon- tana. they are suhject to the same ('()ntrol and nre grantNl the same rights nnd pri\'i1el!"es as domestic corporations. (Section 6659. R. C. 1\1. 1921: Pruden- tial Immrance ComTlflny of America v. Cheek. 259 U. S. 5.'30: 66 L. E. 1044: nv. EJ-Ilress Al!"ency v. Comm. of Yn .. 2~2 n. R. 440. 75 L. E. 4;';0: National Rayinl!"s & Loan As!':ociation y. Gilli". .'35 Fefl. (2) .'386: 14A C. J. 12-50). ex- cept certain matters of control relat- inl!" to interstate commerce. and corpora- tions c1assefl ns an "al!"ency of the Na- tionn 1 Government". \\"hi('h n re not ppr- tinent to the questions invol,ed in the proposition you suhmit. In such ex- cepted matters the state cannot inter- fere. Domestic corporntions nre required to pay the excise or license fee on their nuthori:7~d capital stock. (Section 145 R. C. M. 1921) : foreign corporations on the amount of capitnl employed in this "tnte. (Chapter l(\rI. Laws 1r1S1: Chi- cnl!"O etc., R. R. Go. Y. Harmon. 89 Mont. 1). Domestic corporn tions when ca pital is increased. pay on the increased por- tion only. To apply the law mthout discrimination to a foreign corporation, when the annual r(>I!ort of the foreign corporntion "hows nn increase in the cnpital employed in Montana, the for- eign corporntion must he eharl!"ed the license fee on the incrensed portion of cnpital only. To apply a (lifferent me- thod ,,"ouW he to dE'ny to the foreign corpora tion the equn i protection of the law. You further statC:. that the Great Western SUl!"ar Company entered Mon- tana Fehruary 16, 1916. and has re- mitted fees with its annual reports bn sed upon the license fees fixed by the old law, Chapter 37. Im5 Laws, with- out regard to the increased fees pro- vided for by Chapter 16r1, Laws of 1931. In this connection your attention is called to Sections 2 Ilnd 3. Article XY of our Constitution, which are as fol- lows: "Section 2. No charter of incor- porations shall be granted, extended, changed or amended hy special law, except for such muniCipal, charitable, educational, penal or reformatory cor- 128 OPIKIONS OF THE ATTORNEY GEKERAL 'porations as are or lllay be under the control of the statE:; but the legisla- th"e assembly shall prolide by general law for the organization of corpora- tions hereafter to be created; pro- ,-ided, that any such laws shall be subject to future repeal or alteration by the legislath-e assembly." "Section 3. The legislative assembly shall have the power to alter, revoke or annul any charter of 'incorporation existing at the time of the adoption of this constitution, or which may be hereafter incorporated, whenever in its opinion it may be injurious to the citizens of the state." 'l'he laws in effect when llllY corpora- tion is incorporated are read into and made a part of its charter. Allen v. Ajaxl\Iiniilg Co., 30 Mont. 490; Barth y. Pock, 51 Mont. 418; 14 C. J. pp. 183-184. 'l'here is no contractual right arising between the state and any cor- i}oration authorized to do business in the state that prevents the state from ilicreasing the license charge" that may ue imposed. rl'be reserve power to amend corporate charters prevents the charter from becoming a contract be- tween the state and the corporation. In re l\It. Senai Hospital, 164 X E. 871, and fuany others. 'We are therefore of the opinion that you are authorized to charge the Great Western Sugar Company, and any other foreign corporations, showing an an- nual increase in capital employed in Montana, the fees prodded by the 1931 la w on the increase as shown by their annual reports.