the amount of its authorized capital stock; and for this purpose the secretary of state shall furnish blanks in proper form and safely keep in his office all such returns. Every corporation failing to comply with the provisions of this section shall forfeit to the state two hundred dollars to be recovered with costs, in an action of debt to be prosecuted in the name of the state by the Attorney General." 137

Special taxes are laid on certain corporations. Thus foreign banking corporations pay a tax to the State of onefourth of one per cent. per annum on the amount of business done within the State.138 And real estate corporations are taxed upon all their property, real and personal, including undivided profits, at the place where their land is situated, and not upon the shares of stock. 139

530. Maryland.

There is no franchise tax, and no tax on the personal property of the corporation as such (except in the case of corporations not taxable on their stock but without exemption of their property).140 The taxation is placed upon the real estate 141 and stock and bonds of the corporation. All shares in a domestic corporation shall be valued and assessed for State, county and municipal taxation, to the owners where they reside; shares in foreign corporations including banks other than foreign national banks shall be assessed to the owner where he resides, 142

Shares in corporations shall be valued for taxation by deducting from their value the proper proportion of the value of the real property of the company,143 and of State debt or

137 Ibid. ch. 47, § 26.

138 Me. 1899, ch. 123 § 1.

139 Me. Rev Stat. ch. 9, § 26.

140 Md. G. L. Art. 81, § 4, amended 1896, ch. 120.

141 Ibid. § 2.

142 Ibid. § 2.

143 Ibid. § 141.

[Chap. XXII. shares in other corporations already taxed as such, owned by the company.144 The taxable value of shares held by nonresidents shall, for county and municipal purposes, be valued to the owners where the corporation is situated, but shall be collected from the corporation.145

The corporation makes return of its corporate indebtedness by bonds or otherwise, subtracting such as are due nonresidents; and it pays the tax upon all debts due to residents.146 Bonds of domestic or foreign corporations and shares of stock in foreign corporations owned by residents are valued at their market value (unless they pay no interest or dividend, in which case they are not valued at all), and are taxed for the State on such valuation at the regular rate; for local taxation they are taxed at the rate of thirty cents on each hundred dollars.147

Mercantile corporations pay a tax graded according to the average amount and value of the stock of goods on hand, as follows: 148

147 Md. 1896, ch. 143; see an apparently inconsistent statute, approved

on the same day, ch. 120, § 194.

148 Md. Gen. L. ch. 56, §§ 37-49.

$531. Massachusetts,

Part of the property of every corporation is taxed locally, and the corporation is taxed by the State.

The real estate of all corporations, the machinery of all manufacturing corporations, and in addition merchandise of foreign corporations are taxed locally where they are situated.149

A State tax commissioner is appointed, to whom all corporations make an annual return of their property and shares. "Such return shall be filed by the tax commissioner, and shall be open only to the inspection of the tax commissioner, his clerks and assistants, and such other officers of the commonwealth as may have occasion to inspect it for the purpose of assessing or of collecting taxes." 150

"The tax commissioner shall annually ascertain from the returns required by the provisions of this act, or in any other manner, the market value of the shares of the capital stock of each domestic corporation which is subject to the provisions of this act, and shall estimate therefrom the fair cash value of all of the shares constituting its capital stock on the preceding first day of May, which shall, for the purposes of this act, be taken as the value of its corporate franchise. From such value there shall be deducted the value as found by the tax commissioner of its real estate and machinery within the commonwealth subject to local taxation and of securities which, if owned by a natural person resident in this commonwealth, would not be liable to taxation; also the value as found by the tax commissioner of its property situated in another state or country and subject to taxation therein. From such value there shall not be deducted securities which, if owned by a natural person resident in this commonwealth, would be liable to taxation. For the purposes of this section, the tax commissioner may take the value at which such real estate and machinery is assessed in the city or town where

149 Mass. Rev. L. ch. 14, §§ 37, 38; Mass. 1903, ch. 437, § 71. 150 Mass. 1903, ch. 437, § 48.

it is situated as its true value, but such local assessment shall not be conclusive of its value." 151

"Every domestic corporation which is subject to the provisions of this act shall in each year pay to the treasurer and receiver general a tax upon the value of its corporate franchise, after making the deductions provided for in section seventytwo, at a rate to be determined by an apportionment of the whole amount of money to be raised by taxation upon property in the commonwealth during the same year as returned by the assessors of the several cities and towns under the provisions of section ninety-three of chapter twelve of the Revised Laws, after deducting therefrom the amount of tax assessed upon polls for the preceding year, as certified to the secretary, upon the aggregate valuation of all cities and towns for the preceding year as returned under sections sixty and sixty-one of said chapter of the Revised Laws. But the said tax upon the value of the corporate franchise after making the deductions provided for in section seventy-two, shall not exceed a tax levied at the rate aforesaid upon an amount, less said deductions, twenty per cent. in excess of the value, as found by the tax commissioner, of the real estate, machinery and merchandise, and of securities which if owned by a natural person resident in this commonwealth would be liable to taxation; and the total amount of tax to be paid by such corporation in any year upon its property locally taxed in this commonwealth and upon the value of its corporate franchise shall amount to not less than one tenth of one per cent of the market value of its capital stock at the time of said assessment as found by the tax commissioner. If the return from any city or town is not received prior to the twentieth day of August, the amount raised by taxation in said city or town for the preceding year, as certified to the secretary of the commonwealth, may be adopted for the purpose of this determination." 152

In the capital stock are not included proposed but unissued new shares, even though partly or wholly paid for.153

"Every foreign corporation [doing business in the State] shall, in each year, at the time of filing its annual certificate of condition, pay to the treasurer and receiver general, for the use of the commonwealth, an excise tax to be assessed by the tax commissioner of one hundredth of one per cent. of the par value of its authorized capital stock as stated in its annual certificate of condition; but it may deduct from such tax the amount of taxes upon property paid by it to any city or town in the commonwealth during the preceding year, and the amount of such excise tax shall not in any one year exceed the sum of two thousand dollars." 154

The State tax thus imposed upon corporations "is not a tax upon property, though the amount of the capital stock or the extent of the business transacted may properly afford the means of computing the amount of the tax," 155 "but on the right or interest of each stockholder in the whole corporate organization, its franchise and privileges, as has already been explained, estimated at its market value." 156

"The aggregate market value of all the shares of a corporation, representing as it does the estimate put, not merely on the property of the corporation, but also on the rights, privileges, capacities and present and prospective results of the corporate organization and business-in other words, on its franchise [is] a legitimate and just method of arriving at a basis on which to calculate an excise or tax. . . . The aggregate market value of all the shares or stock affords a reasonable and equitable mode of measuring the value of the franchise." 157

153 Boston & A. R. R. v. Com., 157 Mass. 68, 31 N. E. 696.

154 Mass. 1903, ch. 437, § 75.

155 Endicott, J., in Com. v. Lancaster Savings Bank, 123 Mass. 493, 495. 156 Bigelow, C. J., in Com. v. Hamilton Mfg. Co., 12 All. (Mass.) 298, 309,

citing Queen v. Arnaud, 9 Q. B. 806, 817; Utica v. Churchill, 33 N. Y. 161, 237.

157 Ibid. p. 305.