Union Improvement Co. v. Commonwealth

The opinion of the court was delivered, May 25th 1871, by Williams, J. It is clear that if the company is embraced in the provisions of the Act of May 1st 1868, Pamph. L. 108, it is liable to the tax charged on its capital stock; but it is insisted that it is exempted from its provisions by the supplement to its charter, [143] approved the 11th of April 1862, Pamph..L. 446, which declares that the capital stock and dividends of the company shall not be taxable. It is conceded that the legislature, under the right expressly reserved in the act of incorporation, had the power to alter or amend the charter of the company, by imposing a tax on its capital stock; and under the decisions of this court in The Iron City Bank v. The City of Pittsburg, 1 Wright 340, and The Commonwealth v. The Fayette County Railroad Co., 5 P. F. Smith 452, the power to impose such a tax could not be successfully controverted or denied. The only question, therefore, for our determination is, whether the supplement to the charter exempting the capital stock of the company from taxation is repealed by the Act of May 1st 1868, under which the taxes in this case were assessed. This depends on the intention of the legislature as expressed in the terms and provisions of the act. The fourth section declares that “ the capital stock of all companies whatever, incorporated by or under any law of this Commonwealth, or incorporated by any other state, and lawfully doing business in this Commonwealth, or that may hereafter be incorporated, except banks and savings institutions and foreign insurance companies licensed in'pursuance of the general acts in relation thereto, shall be subject to and pay a tax into the treasury of the Commonwealth, annually, at the rate of one half-mill for each one per cent, of dividend made or declared by such company; and in case of no dividend being made or declared by such company, then three mills upon a valuation of the capital stock of the same, &c.” It seems to us that the language of this act is too plain to admit of any doubt as to its meaning. It expressly declares that the capital stock of all corporations whatever, doing business in this Commonwealth, except banks, savings institutions and foreign insurance companies, shall be subject to taxation, whether dividends are made or declared by such corporations or not. Why then should we not give to the language of the act its plain and obvious meaning ? It is true that this company was exempted from taxation by a special act, but this is wholly immaterial, if it was the intention of the legislature to repeal the exemption by the Act of 1868. If no such repeal was intended, why did the legislature declare that the stock of all companies whatever, except banks, savings institutions and foreign insurance companies, should be subject to the tax imposed by the act ? The exemption of these three classes of corporations from the operation of the act, conclusively shows that the legislature intended to- include within its provisions all other corporations whatever, whether they had been previously exempted from taxation or not. If such was not their intention, why were they not included within the saving provisions of the act ? But the language o<f the act is too plain to ¡require further argument. It is evident that the legislature [144] intended to impose a tax on the capital stock of all corporations not expressly excepted from the operation of the act; and in thus deciding, we adhere to the well settled cardinal rule, that the intention of the law-making power as expressed in the statute is to be our guide in its interpretation. The court below was therefore clearly right in instructing the jury that this company is taxable under the Act of 1868, and liable for the amount assessed by the department. Judgment affirmed.