include any right, power or privilege or as to any matter, This act is ordered to take immediate effect. [No. 85.] AN ACT prescribing the fees, taxes and charges to be paid. to the state by corporations doing or seeking to do business in this state; prescribing the method and basis of computing such fees, taxes and charges; requiring certain annual reports to be filed by corporations; providing for the disposition of the moneys received under this act and prescribing penalties for non-compliance with the provisions thereof. The People of the State of Michigan enact: etc. SECTION 1. Hereafter the fees to be paid to the Secretary Fees, amount, of State by or in behalf of corporations, for the purposes herein specified, shall be as follows: For filing, examining and certifying articles of domestic corporations, five dollars; for filing and examining articles or certificates of incorporation, and other papers connected with the application of a foreign corporation for admission to do business in Michigan, ten dollars; for filing and examination of any annual or special report required by law, two dollars; for examining, filing and certifying any amendment to the articles, either of domestic or foreign corporations, five dollars; for filing and examining any notice of final dissolution or change of attitude, five dollars; for preservation of records at the request of any corporation voluntarily dissolved, ten dollars; for certifying any part of the files or records pertaining to a corporation for which no other provision is herein made, a minimum charge of one dollar for each certificate, and fifty cents per folio for the matter so certified to; for certifying and forwarding the record of any determination of a franchise fee to the appeal board, ten dollars; all of which fees shall be paid by the corporation at the time of filing or when the service is rendered by the Secretary of State. Franchise fee. Organization fee. Proviso. foreign corporation. Further proviso, mini mum fee. Annual fee, amount. Building and loan associa tions. fees shall be in addition to the franchise fees prescribed in this act, and shall, when collected, be covered into the treasury of the state, and there be credited to the general fund. SEC. 2. Every corporation organized or doing business in this state, other than those doing business for a profit, shall upon filing its articles, or, if a foreign corporation, upon filing its application for admission, pay to the Secretary of State a fee of ten dollars for the privilege of exercising its franchises within this state upon such organization or admission as the case may be; and at the time of filing each of its annual or other reports, as required by law, each such corporation shall pay a further fee of ten dollars to the Secretary of State, for the privilege of exercising such franchise within this state for the period from the time of such report until the filing of the next succeeding report required by law. SEC. 3. Every domestic corporation hereafter organized for profit, and every foreign corporation for profit, hereafter applying for admission to do business within this state, shall, at the time of filing its articles or applying for admission, as the case may be, pay to the Secretary of State, as an organization fee and for the privilege of exercising its franchises within this state, a sum equal to one mill upon the dollar for each dollar of the authorized capital stock of such corporation; and each corporation, heretofore or hereafter incorporated under the laws of or admitted to do business in this state, shall pay a proportionate fee upon each and any increase in its authorized capital stock made subsequent to the passage of this act: Provided, That, in the case of foreign corporation, such fee shall be computed upon that portion of its authorized capital stock represented by the portion of its property owned and used in Michigan: And provided further, That in no case, either as to a domestic or a foreign corporation, shall the organization fee be less than twentyfive dollars. SEC. 4. Every corporation organized or doing business under the laws of this state, excepting those hereinafter expressly exempted therefrom, shall, at the time of filing its annual report with the Secretary of State of this state, as required by section seven hereof, for the privilege of exercising its franchise and of transacting its business within this state, pay to the Secretary of State, an annual fee of three and one-half mills upon each dollar of its paid-up capital and surplus, but such privilege fee shall in no case be less than fifty dollars nor more than ten thousand dollars. SEC. 4-a. Every building and loan association organized or doing business under the laws of this state shall, at the time of filing its annual report as required by section seven hereof, for the privilege of exercising its franchise and of transacting its business within this state, pay to the Secretary of State an annual fee of one mill upon each dollar of its paid in capital and legal reserve, but such privilege fee shall in no case be more than two thousand dollars. SEC. 4-b. Every corporation organized for profit under the Mining comlaws of this state or doing business in this state, principally panies. engaged in the development of mines and mining of iron, copper, silver and other mineral ores within this state, shall, at the time of filing its annual report with the Secretary of State as required by section seven hereof, for the privilege of exercising its franchise and of transacting its business within this state, pay to the Secretary of State, an annual fee of three and one-half mills upon each dollar of the fair average value of its issued capital stock for the preceding year ending June thirty. In estimating the value of capital stock, the surplus and undivided profits shall be included but such fee shall in no case be less than fifty nor more than ten thousand dollars. what deemed. SEC. 5. In the case of computing the privilege fees pre- How fees scribed in sections three and four of this act as to foreign computed. corporations, such computation shall be made upon the proportion of the corporation's property owned and used in Michigan in the ratio that such property bears to the entire property of the corporation, and such ratio shall be applied by the Secretary of State to determine the amount of the authorized capital stock of such corporation owned and used in Michigan, and to determine what portion of the corporation's paid-up capital and surplus, severally, are owned and used in Michigan. The term "surplus," as used "Surplus," in this act, shall be taken and deemed to mean the net value of the corporation's property, less its outstanding indebtedness and paid-up capital; but in no case, either as to domestic or as to foreign corporations, shall any deduction be made from the item of paid-up capital, in computing the privilege fee thereon, by reason of any impairment of the same. None of the property or capital, of any corporation subject to paying the privilege fee prescribed in section four which is located without the state of Michigan, and none of the capital or surplus of such corporation represented by property exclusively used in interstate commerce, shall in any case enter into the computation of the net amount of the authorized capital, or the capital and surplus, as the case may be, upon which the computation of the privilege fees shall be made, and the Secretary of State shall in all such cases be authorized to require the corporation to furnish detailed and exact information touching such several matters before making a final determination of the privilege fee to be paid by such corporation. For the purpose of this act only, each share of no par value shall be deemed to have the value of at least one dollar, or such value as shall have been fixed by the corporation for the sale of such stock, or the book value as determined by the Secretary of State, whichever may be the higher. In any case where the capital of a corporation is not divided into shares, the whole property thereof shall be deemed to be the authorized capital stock for the purpose of this act. Full payment. Annual report, when filed, etc. SEC. 6. Every corporation, whether domestic or foreign having paid the initial organization fee, or the admission fee, prescribed in sections two or three of this act, as the case may be, shall be deemed to have made a full payment of the annual or periodic privilege fee for such year of organization or admission. SEC. 7. Every corporation, for profit, whether domestic or foreign, authorized or admitted to do business within this state, excepting only railroad companies and interurban railroad companies, and telephone and telegraph companies, and foreign insurance companies, shall, in the month of July or August of the year nineteen hundred twenty-one and annually thereafter in the same months, file a report What to show. With the Secretary of State showing its condition at the close of business upon the thirtieth day of June next preceding the filing of such report, which report shall be upon a form to be prescribed by the Secretary of State, and shall contain, among other statements, the name of the corporation, place of doing business either within or without the state, the names and addresses of its officers and directors, the amount of authorized capital stock, and the number of shares of each class authorized, the capital stock subscribed, and paid for, and the par value of each kind of shares authorized; the market value of and the price fixed by the corporation for the sale of its shares of no par value, if any; the nature and kind of business in which such corporation is engaged, and the nature, location and value of the property owned and used by the corporation both in and without Michigan, given separately; and a complete and detailed statement of the assets and outstanding liabilities of the company. Such report shall contain such other and further information as may be required by the Secretary of State whose duty it shall be to compute the fees prescribed in this act; and shall be signed and sworn to before an officer duly authorized to administer oaths by the president or the vicepresident, and the secretary or the general manager of the corporation, and shall be forwarded to the Secretary of State at Lansing. All other corporations, subject to this act, shall file their reports with the Secretary of State, in such form as shall be prescribed by him, or as shall otherwise be prescribed by law, within the months of July and August of the year in which required by the general corporation laws of this state. Other information. Receipt, what to show. Fees, where credited. SEC. 8. Every corporation paying any fee for any purpose to the Secretary of state shall be entitled to a receipt for the same, showing the time of payment and the purpose for which paid. All fees of every nature paid to the Secretary of State under the provisions of this act shall be covered into the state treasury and shall there be credited to the general fund of the state, and shall be available for any purpose for which such general fund is made available by law. pose. SEC. 9. The Attorney General as chairman thereof, the Appeal board, State Treasurer, and the Auditor General as secretary there who to comof, shall constitute an appeal board for the purpose of hear ing any appeals from the decision of the Secretary of State as to the amount of any privilege fee determined by him, and any corporation conceiving itself aggrieved as to the amount of such fee based upon the facts may appeal to such appeal board within ten days after such determination for a redetermination thereof. Such board shall be authorized to compute the fees in such case upon the same basis and by the same rules as are hereinbefore prescribed; and in all such cases the decision of such appeal board, as to the amount of such fees, shall be final, and shall be certified back to the Secretary of State as soon as made. SEC. 10. In case any corporation required to file the re- Failure to port and pay the fee or fees prescribed in this act shall fail make report. or neglect to make such report within the period required by law, such corporation shall, in addition to its liability for such privilege fee and interest thereon, be subject to a penalty of one hundred dollars, and an additional penalty of five dollars for each day's continuance of such failure or neglect, which penalty or penalties shall be collected in an action to be instituted by the Attorney General of this state as prescribed by law; and it shall be the duty of the Secretary of State to report to the Attorney General every case of such failure or neglect promptly. SEC. 11. Should any provision or section of this act be Saving clause. held to be invalid for any reason, such holding shall not be construed as affecting the validity of any remaining portion hereof, it being the legislative intent that the act shall stand, notwithstanding the invalidity of any such provision or sec tion. SEC. 12. All acts and parts of acts inconsistent with the provisions of this act are hereby repealed. This act is deemed immediately necessary for the preservation of the public peace, health and safety. This act is ordered to take immediate effect. 25 |