may be taxed as a corporation in this State. Tide Water Pipe Co. v. Assessors, 57 N. J. L. 516.

Nature of tax. The tax imposed by this act is a franchise, not a property, tax, and is not subject to diminution because some of the capital of the corporation taxed is invested in rights under letters patent of the United States, not taxable as property. State, Marsden Co. v. Assessors, 61 N. J. L. 461.

The provisions of this act that every gas company shall pay an annual tax of one-half of one per cent. upon its gross receipts, and five per centum upon dividends earned and declared in excess of four per centum, by way of a license for the right to continue and act as a corporate association, and for its failure to do so shall be restrained from the exercise of its corporate franchise until the payment is made, imposes a license fee for the exercise of its corporate franchise, and not a tax upon its property, within the terms of a lease whereby one gas company granted to another its works and property for the term of 20 years, at a certain rental, with the condition that the lessee should pay "all assessments and taxes lawfully assessed or levied upon the real or personal property, franchises, capital stock, or gross receipts" of the lessor during the term. Jersey City Gaslight Co. v. United Gas Improvement Co., 46 Fed. Rep. 264.

The license fee imposed construed as a tax on the capital stock of a corporation. New Jersey v. Anderson, 203 U. S. 483.

Interstate commerce. The yearly license fee or tax levied upon miscellaneous corporations under the act is such a franchise tax, and is constitutional even as against domestic corporations engaged in foreign commerce. Bridge Co. v. Assessors, 55 N. J. L. 529; Honduras Commercial Co. v. Assessors, 54 N. J. L. 278.

The federal constitution will not invalidate a State tax upon a corporation merely because the corporation has power to engage in foreign or interstate commerce. The corporation must be actually engaged in such commerce, to secure the immunity. Honduras Commercial Co. v. Assessors, 54 N. J. L. 278.

Liability of receiver. Where an insolvent corporation is of a public character, its property and work being dependent upon the franchise and the public being interested in the continuance of its work, its receiver must pay the State's franchise tax until the franchise of the corporation shall be sold. George Mather's Sons' Co.'s Case, 52 N. J. E. 607.

Where an insolvent corporation is of a mere private character and it is not the duty of the receiver to preserve the franchise, and he does not in fact exercise the franchise, he will not be obliged to pay any other franchise tax than that which was due at the time of his appointment, unless he shall realize from the assets of the company more than sufficient to pay its debts and the expenses of the receivership, and then, before distributing to stockholders, he will pay any franchise tax that may have been assessed subsequent to his appointment. George Mather's Sons' Co.'s Case, 52 N. J. E. 607.

If a receiver of a private insolvent corporation shall continue its business, using its franchise, he shall pay the franchise tax assessed while he continues the business, using the franchise. George Mather's Sons' Co.'s Case, 52 N. J. E. 607.

A franchise tax imposed on an insolvent corporation under this act, after the appointment of a receiver, is not an indebtedness entitled to share in the receiver's distribution, in view of sections 74, 75, 83 and 86 of the corporation act, contemplating that all indebtedness payable from such distribution should exist when the insolvency is adjudicated. Crews v. Car Co., 57 N. J. E. 357. See 60 N. J. E. 514.

A franchise tax imposed on an insolvent corporation after the appointment of a receiver under this act is not payable from the assets as an expense of the receiver, where the assets are insufficient to pay creditors to whom the franchise is worthless, though Revision 1896, § 68, gives a receiver the franchise of an insolvent corporation. Crews v. Car Co., 57 N. J. E. 357. See 60 N. J. E. 514.

Under this act a license fee assessed against an insolvent corporation by virtue of this statutory provision is entitled to priority in payment out of the assets in the hands of the receiver of said corporation, notwithstanding the fact that such license fee was imposed upon the corporation subsequent to the appointment of the receiver, and that the latter had not, since his appointment, exercised any of the corporate franchises. In re Car Co., 60 N. J. E. 514, reversing 57 N. J. E. 357.

A franchise tax levied by the State during the receivership of an insolvent corporation is entitled to payment in preference to the liabilities incurred by the receivers in carrying on the business of the insolvent corporation, but not to payment in preference to the receivers' allowance and the expenses of winding up the corporation. Railway Co. v. Transportation Co., 62 N. J. E. 751, reversing 62 N. J. E. 369.

See Hancock v. Singer Manufacturing Co., 62 N. J. L. 289; Trenton Heat & Power Co. v. Assessors, 73 N. J. L. 370.

In the case of the American Woolen Co. v. Edwards, Comptroller et al. (98 Atl. Rep. 470, affirmed 100 Atl. Rep 338), the Supreme Court, in an elaborate opinion, held that, under the act of March 23, 1900 (P. L. 1900, p. 316), providing that no corporation shall be dissolved by its stockholders until all taxes "levied upon or assessed against it" shall have been paid, all taxes levied, although not yet assessed, must be paid before the dissolution of the corporation, the word “or” indicating that two different acts were meant, although it might conceivably be used to connect synonymous words. The Court of Errors and Appeals held that, under the act in question, the tax is levied at least as early as the first Tuesday in May, which is the last day for making the corporation's annual return to the State Board of Assessors.

See also Opportunity Sales Co. v. Edwards, Comptroller, 100 Atl. Rep. 1071, affirming the judgment of the Supreme Court for the reasons given in the American Woolen Co. Case, supra.

In the case of the Old Dominion Mining and Smelting Co. v. State Board of Taxes and Assessment et al., 103 Atl. Rep. 79, the Court of Errors and Appeals, affirming the opinion of the Supreme Court rendered in 103 Atl. Rep. 690, held that, under P. L. 1900, p. 316, dissolution of a corporation depends upon prior payment of taxes due; that the original act of 1884 provides for an annual license tax on corporate franchises, but does not fix the period which the tax shall cover when providing for information for assessing the tax; that the act of March 17, 1892, p. 136, makes similar provision, but requires information to be given for the purpose of assessment; that the act of February 19, 1901, p. 31, providing for a report on the first Tuesday in May of the corporate stock of such corporations outstanding on the prior first day of January, is not original legislation (the act being a supplement) since it creates no new tax, but provides machinery for collecting the old tax; that supplements, being merely additions to or alterations of a primary statute engrafted upon it, are to be read as a part of it; and that the fair import of the lastnamed statute is that the 18th day of April in each year (being the date on which the act of 1884 became a law) marks the beginning of the yearly period for which the fee or tax is charged, no express change having been made by subsequent statutes.

Validity of former section.-Section 4 of the original act of 1884 (which section has been superseded by the section above) imposing a tax upon manufacturing companies of this State not transacting business in this State, is not in violation of art. 14, sec. 7, par. 12 of the constitution. Standard Underground Cable Co. v. Attorney-General, 46 N. J. E. 270.

As a license tax it is not within the clause of the constitution above referred to. Standard Underground Cable Co. v. Attorney-General, 46 N. J. E. 270.

Construction and operation in general.-The provision that a tax should be imposed on all corporations except, among others, manufacturing companies carrying on business in this State, held, not to apply to a company that manufactures glucose and grape sugar in five places in different states, and merely retains an office here for preserving a record of its transactions. American Glucose Co. v. New Jersey, 43 N. J. E. 280.

By the decision of the highest court of the State, it is held that such tax is one imposed arbitrarily as a condition to the continued existence of the corporation, and is valid when imposed upon a corporation after it has been decreed insolvent and a receiver appointed for its property, but before it has been legally dissolved. P. L. 1896, p. 319, provides that, if any corporation "shall for two consecutive years neglect or refuse to pay the State any tax" assessed against it, the charter of such corporation shall be void, unless the Governor shall give further time for the payment, and that, if the tax of any company remains unpaid on the 1st day of July after it becomes due, it shall thenceforth bear interest. Held, under section 4 of the original act (which section has been superseded by P. L. 1906,

p. 31, supra), that a corporation could not be said to have "neglected or refused" to pay the tax until July 1st following its assessment; and that the failure of a corporation and its receiver for more than two years to pay the tax assessed against the corporation in 1899 did not operate to dissolve the corporation, in any event, before July 1, 1901, and the tax assessed in June preceding became a valid and preferred claim against the estate. Duryea v. American Woodworking Machine Co., 133 Fed. Rep. 329.

Nature of tax. The tax construed as a tax on the capital stock of a corporation. New Jersey v. Anderson, 203 U. S. 483. Determination of amount.-Manufacturing corporations subject to the franchise tax are taxable on the basis of their outstanding capital stock, regardless of the purpose for which it was issued. State, Electric Storage Battery Co. v. Assessors, 60 N. J. L. 66.

See State, Electric Storage Battery Co. v. Assessors, 60 N. J. L. 66; People's Investment Co. v. Assessors, 66 N. J. L. 175; Knickerbocker Importation Co. v. Assessors, 73 N. J. L. 94.

Business in which capital is employed.-The business in which the capital of a corporation is invested, and not the objects for which the company is incorporated, as expressed in the certificate of incorporation, determines its liability to taxation. Press Printing Co. v. Assessors, 51 N. J. L. 75.

See Storage Co. v. Assessors, 56 N. J. L. 389; Manufacturing Co. v. Heppenheimer, 54 N. J. L. 439.

Exemption from franchise tax.-To entitle a corporation to the exemption from the franchise tax on its capital stock under P. L. 1901, p. 31, which was superseded by this act, it must appear that at least fifty per centum of its capital stock issued and outstanding is invested in mining or manufacturing carried on in this State. Simply having a place leased for the purpose of carrying on a manufacturing business, but at which no business is carried on, does not comply with the statute. Halsey Electric Generator Co. v. Assessors, 74 N. J. L. 321.

Under the act approved February 19, 1901 (P. L., p. 31), superseded by this act, there are four requisites to entitle a manufacturing or mining corporation to exemption from the State franchise tax: First. That at least 50 per centum of the capital stock of the corporation issued and outstanding on January 1st next preceding the annual return shall be invested in manufacturing carried on within this State. Second. That the annual return of the State Board of Assessors shall state where the manufactory is located, and the character of the goods manufactured. Third. The total amount of its capital embarked in the business of manufacturing, and the amount of the capital stock actually employed in New Jersey. Fourth. That the annual return to the State Board of Assessors shall have been made on or before the first Tuesday in May each year. Hardin v. Morgan, 70 N. J. L. 484.

Exemption from taxation is a favor, and to be secured must be applied for in the manner designated in the statute providing

for the exemption.

N. J. L. 374.

State, Union Paper Co. v. Assessors, 73

Under P. L. 1901, p. 31, superseded by this act, making every corporation liable to the franchise tax unless its annual return shows that it is within the exempted class, payment of such a tax must be made, no return having been made, though prior to the year for which it was assessed all the property of the corporation, which was insolvent, had been converted into cash by its receiver, and no business was thereafter carried on by it. King v. American Electric Vehicle Co., 70 N. J. E. 568.

Exemptions-Manufacturing Companies.-It appeared that the prosecutor was incorporated in August, 1911, for the purpose of manufacturing denatured alcohol and its by-products, and immediately thereafter purchased a tract of land in this State and began the construction of a plant; that the company sold its capital stock and from the proceeds erected a plant, which was in the course of erection soon after the incorporation and until the fall of 1913 when the company began actually to manufacture its products. Held, that, as the company had stated in its annual return to the State Board of Assessors (superseded in 1915 by the State Board of Taxes and Assessment) that it had not yet begun business, but that its factory was in process of erection, and in view of the fact that it was not disputed that at least fifty per centum of its capital stock was thereby invested here, the company was engaged in business here so as to come within the provision regarding exemption from payment of the franchise tax. Burlington Distilling Co. v. State Board of Assessors, 86 N. J. L. 92; affirmed 87 N. J. L. 315.

A company incorporated for the purpose of printing and publishing books and general job printing and publishing a newspaper is a manufacturing company with respect to its business of printing books and job printing, and is exempt from taxation on so much of its capital as is invested in that branch of its business, but with respect to its business of printing and publishing a newspaper, it is not a manufacturing company and is taxable on its capital invested in that business. Press Printing Co. v. Assessors, 51 N. J. L. 75; Evening Journal Association v. Assessors, 47 N. J. L. 36.

A corporation of this State, which, by contract with another corporation located here, gives to it the exclusive right to make phonographs, and takes all made, at the cost of materials and labor, with a percentage for profits and depreciation, having also an office and factory where parts of the phonograph are made within this State, is "a manufacturing company carrying on business in this State" and exempt from State taxes under this act. State, North American Phonograph Company v. Board of Assessors, 54 N. J. L. 430.

"A manufacturing company carrying on business in this State," to be exempted from taxation under section 4, must actually locate and begin work under its charter within the State. Norton Naval Construction Co. v. Assessors, 53 N. J. L. 564.