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tion whatever; or to raise money for, or loan its credit to, or in aid of, any such company, corporation, or association.
Art. XIII, Sec. 1. Corporate powers
The general assembly shall pass no special act conferring corporate powers.
Under the constitution of 1802, the legislature had power to grant special charters creating corporations for all purposes for which corporations can now be formed. Many such charters were granted, and the companies created thereby existed September 1, 1851, when the new constitution went into effect. Most of the charters were perpetual, though some were for a term of years. These old constitution charters were not affected by Art. XIII, sec. I, of the new constitution. Citizens' Bank v. Wright, 6 Ohio St. 318; State v. Roosa, 11 Ohio St. 16–25; State v. Union Tp., 8 Ohio St. 394400.
In most old charters there is no provision of forfeiture by reason of any violation of the charter, or failure, or neglect of the incorporators or their
In such cases the charter can only be forfeited by a judicial deThe existence of the company cannot be collaterally inquired into. Receivers v. Renick, 15 Ohio, 322; State v. Bryce, 7 Ohio, 83 (pt. 2); Webb v. Moler, 8 Ohio, 548.
Where a corporation has abused its corporate powers, but not so as to create a ground of forfeiture expressly provided by statute, the supreme court has discretion, under sec. 6780, to oust or not, as justice may require. State v. Building Association, 35 Ohio St. 253; Finnell v. Burt, 2 Handy, 202.
Decree of ouster is not retroactive. Society Perun v. Cleveland, 43 Ohio St. 481.
Corporation de facto cannot set up its lack of power where it has received the benefit of the transaction which it seeks to avoid. Gaff v. Flesher, 33 Ohio St. 107.
Corporation cannot be ousted of franchises which it has exercised twenty years or over. Sec. 6789; State v. Miami Exporting Co., 11 Ohio, 126.
Provisions similar to those contained in sec. 6789 existed under the old constitution.
In State of Ohio ex rel. Attorney-General v. The Seneca County Mutual Insurance Company, decided June 17, 1891, by Ohio Supreme Court, it appeared that the defendant was chartered in 1950, suspended active business in 1870, and did not resume until 1889. The information was filed in the spring of 1890, when the company had 1,700 policies in force, and at the hearing, in June, 1891, it had 2,300 policies in force. It was sought to avoid the charter for non-user more than five years. The court refused to dissolve the company, notwithstanding the five-year limitation contained in sec. 6789, exercising discretion which the court had in such cases against the apparently mandatory language of the section, saying it would have been otherwise had the information been filed before the company resumed business. The case has not been reported.
See note to sec. 3654, State v. Eagle Ins. Co.
A corporation organized under a special statute for a certain number of years, but continuing to exercise its corporate powers thereafter, may still be treated as a corporation. Myers v. Lucas, 16 C. C. 545.
Legislature cannot confer corporate powers by special act; constitutionality of an act is determined by its operation, not by its form. State v. Mitchell, 31 Ohio St. 607.
But it may grant permission to surrender corporate powers. Penn. & Ohio Canal Co. v. Commissioners, 27 Ohio St. 14.
Sec. 2. Corporations, how formed
Corporations may be formed under general laws, but all such laws may, from time to time, be altered or repealed.
Sec. 3. Dues, how secured
Dues from corporations shall be secured, by such individual liability of the stockholders, and other means, as may be prescribed by law; but, in all cases, each stockholder shall be liable, over and above the stock by him or her owned, and any amount unpaid thereon, to a further sum, at least equal in amount to such stock.
“Dues" includes a demand for unliquidated damages arising from a tort. Rider v. Fritchey, Adm'r, 49 Ohio St. 285.
Sec. 4. Property subject to taxation
The property of corporations, now existing or hereafter created, shall forever be subject to taxation, the same as the property of individuals.
Sec. 5. Right of way
No right of way (1) shall be appropriated to the use of any corporation (2) until full compensation (3) therefor be first made in money, or first secured by a deposit of money, (4) to the owner, irrespective of any benefit (5) from any improvement proposed by such corporation; which compensation shall be ascertained by a jury of twelve men, in a court of record, (6) as shall be prescribed by law.
Sec. 7. Associations with banking powers
No act of the general assembly, authorizing associations with banking powers, shall take effect until it shall be submitted to the people, at the general election next succeeding the passage
thereof, and be approved by a majority of all the electors voting at such election.
“Associations with banking powers” refers only to banks of issue. Dearborn v. Northwestern Savings Bank, 42 Ohio St. 617.
STATUTORY PROVISIONS. Some sections of the Ohio statutes are applicable to partnerships and individuals as well as to corporations. These, with some others, relate rather to duties and liabilities of corporations than to their management and powers special to them; and being only incidentally of interest to corporations, are not printed herein. The following brief reference to such provisions may be of some value:
Sec. 61. Fixes time for making certain annual reports.
Secs. 1465-1, 2 and 3, 90 O. L. 218. Provide for erection of permanent buildings by township trustees in private cemetery grounds.
Secs. 1470-1 and 2, 73 O. L. 33. Provide for removal of bodies from discontinued cemetery, and sale of land.
Secs. 1470–3 to 5. Provide for removal of bodies from any cemetery.
Sec. 1473-1, 93 O. L. 153. Provides for transfer of cemetery by association to township trustees.
Sec. 2732–3, 93 O. L. 219. Exempts property belonging to incorporated posts and lodges from taxation.
Provides for returns for taxation by corporations generally.
See Ins. Co. v. La Rue, 22 Ohio St. 630; Worthington v. Sebastian, 25 Ohio St. 10. An owner in Ohio of stock in a foreign corporation must list same for taxation, although the capital is taxed in the foreign state, Bradley v. Bauder, 36 Ohio St. 28; even though foreign company has substantial property in Ohio on which it pays taxes here, and is formed by consolidation of Ohio railroad companies with companies of other states. Lee, Treas., v. Sturges, and Ins. Co. v. Ratterman, Treas., 46 Ohio St. 153.
The capital stock of a company is included in this section, but is represented by whatever it is invested in. Jones v. Davis, 35 Ohio St. 474.
Re-insurance is not a debt to be deducted from claims due the companies. Ins, Co. v. Cappellar, 38 Ohio St. 560.
Tax returns of domestic insurance companies may be corrected throughout the current year, but not for former years; that power is conferred by sec. 2781. Ohio Farmers' Ins. Co. v. Hard, Treas., 59 Ohio St. 248.
Provides for returns by agents of insurance companies, with revocation of license as penalty for violation.
The power to revoke or decline to renew license may be exercised notwithstandi mmencement and pendency of an action against the company to recover the taxes assessed. Ohio ex rel. v. Life Ins. Co., 58 Ohio St. 1.
As to taxes to be paid by foreign mutual life insurance company, see State v. Hahn, 50 Ohio St. 714. Injunction, not mandamus, is proper remedy to test the question and prevent superintendent of insurance from revoking license. Id.
See also notes to secs. 279 and 2744.
For further provision as to revocation of license for failure to make return, see act, sec. (2477-5), 92 O. L. 348. Sec. 2745a.
Provides that insurance policy on Ohio property shall not be placed in agency outside of state nor re-insured in unauthorized foreign company, etc.
Secs. 2745b, c and d. Provide for inspection of companies violating sec. 2745a, and revocation of license.
Sec. 2746. Provides that stock in companies making return of capital need not be listed by shareholder.
Certificates of preferred stock in railroad company under secs. 3307, 3308, 3309, need not be listed for taxation. Miller, Ex'r, v. Ratterman, Treas., 47 Ohio St. 141.
See also notes to secs. 2744 and 2745; and as to taxing stock generally, see Clev. Trust Co. v. Lander, Treas., 43 B. 297, affirming 19 C. C. 271, and Adams v. Shields, Treas., 17 C. C. 129, affirmed in 42 B. 262. Secs. 2759 and 2759a.
Provide for annual statements by unincorporated banks.
Sec. 2759b. Makes sec. 2759 applicable to savings banks incorporated under act of April 16, 1867.
This act is constitutional. Callett v. Savings Society, 13 C. C. 131; affirmed, 37 B. 332.
Sec. 2762. Provides for listing shares of stock of incorporated banks and banking associations.
Sec. 2764. Provides that list of stockholders shall be kept for inspection of tax officials.
Sec. 2765. Provides for reports by cashier to auditor of county.
Sec. 2769. Provides for penalty on failure to comply with sec. 2765.
Sec. 2773. Provides for penalty if officers of railroad company fail to attend meeting of board of valuation, etc.
Provides for apportionment of valuation of railroad property among counties.
Railroad is subject to taxation under "one mile assessment pike" law, although no direct pecuniary benefit will accrue to it from proposed expenditure of funds so raised. R. R. Co. v. Commissioners, 48 Ohio St. 249.
Sec. 2777. Defines who shall be deemed an express, telegraph or telephone company.
The act of April 27, 1893 (90 0. L. 330), amending and supplementing secs. 2777 to 2780, is constitutional State v. Jones, Auditor, 51 Ohio St. 492.
Sec. 2778. Provides for annual statement to auditor of state by companies included in sec. 2777.
Sec. 2778a. Provides for a state board of appraisers and assessors for property taxable under sec. 2777.
Provides for penalty and procedure in case of failure to file statements under sec. 2778.
Sec. 2780. Provides for duties and powers of board under sec. 2778a.
Secs. 2780–1 to 6, 91 O. L. 237. Define express companies, provide an excise tax and certain annual statements. This act is valid. Express Co. v. State, 55 Ohio St. 69.
Secs. 2780-7 to 11, 92 O. L. 89. Define freight line and equipment companies, and provide for an excise tax and certain annual statements.
Secs. 2780-12 to 16, 91 O. L. 408. Define sleeping car companies, and provide for an excise tax and annual statements.
Secs. 2780-17 to 22, 92 0. L. 79. Define electric light, gas, natural gas, pipe line, water-works, street railroad, railroad, messenger or signal companies, and provide for an excise tax and annual statements.
Secs. 2839, 2840, 2841. Provide that bank shares shall not be transferred if taxes thereon unpaid; that bank may pay taxes and deduct from dividends, etc.
Sec. 2842. Provides that agent of express and telegraph companies shall pay taxes for companies.
Sec. 2843. Prohibits express, telegraph, telephone and insurance companies doing business if tax unpaid, etc.
Secs. 3107–42, 43. Empower associations organized as sol