viding for certain exemptions therefrom," approved April 3, 1902; P. L. 1902, p. 546.

This act is in accordance with the policy of the State of New Jersey to tax the corporate dollar upon the same basis as the individual dollar. It places corporations upon the same basis as individuals with respect to the taxation of mortgages or mortgaged securities held by such corporations in New Jersey. While the act has special application to banks and trust companies, it includes as well corporations under this act. The exemption from taxation of mortgages in the hands of natural persons, referred to in the act, is that given where the mortgagor does not apply for a deduction on account of such mortgage indebtedness. Gen. Stat., p. 3319, Sec. 198. In certain counties and cities of the state the mortgagor may bind himself in the mortgage not to apply for such deduction. Gen. Stat., p. 2109, Sec. 37. The act even goes further and declares affirmatively that the amount invested in such mortgages may be deducted from the taxable value of the capital stock and property of such corporations.

The tax act of 1903 exempts "the personal property owned by citizens or corporations of this state situate and being out of the state upon which taxes shall have been actually assessed and paid within twelve months." This is a virtual re-enactment of the exemption provided in the act of 1866, which was construed to include stock in a foreign corporation owned by residents of this state, when the corporations had paid taxes on their property in their own state. Smith v. Ramsey, 54 N. J. Law, 546; De Baum v. Smith, 55 N. J. Law, 110. A tax on the property of a corporation amounts to a tax upon stock within the meaning of this section. Trenton v. Standard Fire Ins. Co., 73 Atl. Rep., 606.

XIII.-Lost Certificates of Stock.

111. New certificates of stock may be issued for certificates lost or destroyed.

Every corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed, and the directors authorizing such issue of a new certificate may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the corporation a bond, in such sum as they may direct, as indemnity against any claim that may

be made against such corporation; a new certificate may be issued without requiring any bond when, in the judgment of the directors, it is proper so to do.

P. L. 1882 p. 205; P. L. 1892, p. 166.

See In re Union Savings Bank & Trust Co., 26 N. J. L. J., 236.

A certificate of stock should not be issued to take the place of a lost certificate without a resolution of the board of directors. The new certificate should state that it is issued to take the place of a lost certificate, and the company should always require the party receiving the new certificate to give it a bond to indemnify the company against any loss by reason of the issue of such new certificate.

In the State of New York, questions arising under a similar statute have been passed upon as follows:

A corporation which has permitted a transfer of stock upon a forged power of attorney, and has cancelled the original certificates, may be compelled to issue new certificates to the rightful owner of the shares, or to pay him the value of such shares, in case it has no stock which it can issue to him. Pollock v. National Bank, 7 N. Y., 274.

The title of the true owner of a lost or stolen certificate may be asserted against any one subsequently obtaining its possession, although the holder may be a bona fide purchaser. Knox v. Eden Musee Am. Co., Ltd., 148 N. Y., 441.

112. Proceedings in case of refusal to issue new certificate of stock.

Whenever any corporation shall have refused to issue a new certificate of stock in place of one theretofore issued by it, or by any corporation of which it is the lawful successor, alleged to have been lost or destroyed, the owner of the lost or destroyed certificate, or his legal representatives, may apply to the circuit court of the county in which the principal office. of the corporation is located for an order requiring the corporation to show cause why it should not be required to issue a new certificate of stock in place of the one so lost or destroyed; such application shall be by petition, duly verified, in which shall be stated the name of the corporation, the number and date of the

certificate, if known or ascertainable by the petitioner, the number of shares of stock named therein and to whom issued, and a statement of the circumstances attending such loss or destruction; thereupon said court shall make an order requiring the corporation to show cause, at a time and place therein mentioned, why it should not be required to issue a new certificate of stock in place of the one described in the petition; a copy of the petition and order shall be served upon the president or other head officer of the corporation, or on the cashier, secretary or treasurer thereof, personally, at least ten days before the time designated in the order.

P. L. 1882, p. 205; P. L. 1892, p. 166.

113. Court may proceed in summary manner.

At the time and place specified in the order, and on proof of due service thereof, the court shall proceed in a summary manner and in such mode as it may deem advisable to hear the proof and allegations offered in behalf of the petitioner, or the corporation, or other interested party, relative to the subjectmatter of inquiry, and if upon such inquiry the court shall be satisfied that the petitioner is the lawful owner of the number of shares of the capital stock, or any part thereof, described in the petition, and that the certificate therefor has been lost or destroyed and cannot, after due diligence, be found, and that no sufficient cause has been shown why a new certificate should not be issued in place thereof, it shall make an order requiring the corporation or other party, within such time as shall be therein designated, to issue and deliver to the petitioner a new certificate for the number of shares of the capital stock of the corporation, which shall be specified in the order as owned by the

petitioner, and the certificate for which shall have been lost or destroyed; in making the order the court shall direct that the petitioner deposit such security, or file such bond in such form and with such security as to the court shall appear sufficient to indemnify any person other than the petitioner who shall thereafter appear to be the lawful owner of such certificate stated to be lost or stolen; and the court may also direct publication of such notice, either preceding or succeeding the making of such final order, as it shall deem proper; any person who shall thereafter claim any rights under the certificate so lost or destroyed, shall have recourse to said indemnity, and the corporation shall be discharged from all liability to such person by reason of compliance with the order; and obedience to said order may be enforced by the court by attachment against the officers of the corporation, on proof of their refusal to comply with the same.

P. L. 1882, p. 205; P. L. 1892, p. 166.

XIV. Fees on Filing Certificates; Sundry Provisions. 114. Fees on filing certificates.

On filing any certificate or other paper, relative to corporations, in the office of the secretary of state, the following fees and taxes shall be paid to the secretary of state, for the use of the state; for certificate of incorporation, twenty cents for each thousand dollars of the total amount of capital stock authorized, but in no case less than twenty-five dollars; increase of capital stock, twenty cents for each thousand dollars for the total increase authorized, but in no case less than twenty dollars; consolidation and merger of corporations, twenty cents for each thousand dollars of capital authorized, beyond the total authorized

capital of the corporations merged or consolidated, but in no case less than twenty dollars; extension or renewal of corporate existence of any corporation, the same as required for the original certificate of organization by this act; dissolution of corporation, change of name, change of nature of business, amended certificates of organization (other than those authorizing increase of capital stock), decrease of capital stock, increase or decrease of par value or number of shares, twenty dollars; for filing list of officers and directors, one dollar; filing copy of charter and statement of foreign corporation and issuing certificate of authority to transact business, ten dollars; and for all certificates not hereby provided for, five dollars; provided, that no fees shall be required to be paid by any religious or charitable society or association, or educational association having no capital stock.

P. L. 1883, p. 62; P. L. 1893, p. 448.

Under this section the fee for filing a certificate of change of location of principal office is twenty dollars. By a supplement to the corporation act another mode of changing such location is given, for which the fee is five dollars. See section 28a.

See Nat'l Lead Co. v. Dickinson, 70 N. J. Law, 596; aff'd 72 Id., 313.

For recording fees, see section 10a.

115. Surviving incorporators may designate others for organization.

When one or more of the commissioners or incorporators of any corporation, created by or under any general or special act, shall have died before the corporation shall have been organized, pursuant to law, the survivors or survivor may in writing designate other persons who may take the place and act instead of those deceased, in the organization; and the organization so effected by their aid shall be as effectual