State v. Travelers Insurance

Baldwin, J.

Under the laws of this State, some of its corporations are subjected to taxes which are in lieu of any upon their shareholders, while for others a different rule is prescribed, and the shares are taxable against those who own them. General Statutes, § 3916, required the cashier or secretary of each corporation whose stock is liable to taxation and not otherwise taxed, to deliver, early in October, annually, to the comptroller, a sworn list of all its stockholders residing without this State on the first day of that month, and the number and market value of the shares held by each, and to pay to the State, on or before the twentieth day of the month, one per cent of such value. Section 3917 provides that all such companies “ shall have a lien upon the stock of each non-resident stockholder, for the reimbursement of the sums so required to be paid by them, to the extent of one per cent, of the value of his stock as contained in said list.”

Returns of a somewhat similar character as to the shares held by residents in Connecticut are to be made to the assessors of the town, city or borough to which they respectively belong. General Statutes, § 3837 ; Public Acts of 1897, p. 905,' Chap. 205.

In 1897, § 3916 was so amended as to raise the percentage *599 of the valuation payable to the State from one to one and one half per cent. Public Acts of 1897, p. 857, Chap. 153. By General Statutes, § 3930, the State board of equalization, at a certain time in October, after due opportunity for a hearing of the party mating any return under General Statutes, § 3916, is to correct the return and the valuation given therein, if found erroneous, and the valuation as thus corrected is to be “ final, and the sums required shall be paid according to it.”

Every Connecticut shareholder in each of these corporations is taxable upon his stock by the municipality hi which he may reside, at such rates as it may fix from year to year, in view of its financial needs.

The defendant belongs to the class of corporations whose stock is liable to taxation, and the mode of such taxation is prescribed by the statutes to which reference has been made. The shares held by residents are taxable at such rates as the towns, cities and boroughs, to which they belong, may, from time to time, see fit to impose, upon a valuation set by the local assessors. The shares held by non-residents are taxable at the fixed rate of one and a half per cent upon their market value, as determined by the state board of equalization..

It is nowhere stated upon the record that any of the nonresident shareholders in the defendant company are citizens of the United States or of any one of them. Their names only are given, and while we may take judicial notice that these are those of persons belonging to an English speaking race, we cannot assume, as a cause for reversing the judgment rendered by the Superior Court, that they are Americans, any more than that they are Englishmen. The provision of the Constitution of the United States that the citizens of each State shall be entitled to all privileges and immunities of citizens in every other must, therefore, be laid out of the case.

Regarding the shareholders in question simply as so many persons, residing without this State, there can be no ground for claiming that they cannot be charged with the tax in con *600 troversy, by reason of the declaration in the fourteenth amendment to the constitution, that no State shall deny to any person within its jurisdiction the equal protection of the laws. This inhibition is only for the benefit of persons who are physically present within the territorial jurisdiction of the State, the protection of whose laws they invoke. Yick Wo v. Hopkins, 118 U. S. 356, 369 . The same is true of the Act of Congress, U. S. Rev. Stat., § 1977, passed under the authority of the fourteenth amendment, by which it is provided that “ all persons within the jurisdiction of the United States shall have the same right in every State . . . to the full and equal benefit of all laws and proceedings for the security of persons and property as is enjoyed by white citizens, and shall be subject to like . . . taxes, licenses, and exactions of every kind, and to no other.” The rights thus secured are those only of .persons who at the time are within the jurisdiction, that is, within the territory or under the flag, of the United States.

A State has a right to debar aliens (and as has been stated, it does not appear that any Americans are among the nonresident stockholders in the defendant company) from holding shares in her corporations, or to admit them to that privilege only on such terms as she may prescribe. The right of association under the protection of an artificial personality, and of doing business on its «'edit, whether it be obtained by a special charter or under a general incorporation law, is a franchise granted by the State to such, and such only, as she may deem fit to be entrusted with its exercise. Whatever may be the law as to citizens of other States, aliens can be excluded from membership in such bodies, unless they enter them on conditions which subject their investments to such burdens of taxation as the legislature may think it proper to impose. Mager v. Grima, 8 How. 490, 494 .

The laws of Connecticut for more than thirty years have required the payment into her treasury, annually, of a fixed percentage of the market value of all stock in her insurance corporations held by non-residents. Public Acts of 1866, p. 19, Chap. 29. This rate, from 1866 (which was only three *601 years after the grant of its charter to the defendant) to 1897» was one per cent; and during all this period resident stockholders were taxed on their shares, in a very different manner. .The statute now in question, by which the percentage was raised to one and a half per cent, was passed on May 13th, 1897, to take effect on July 1st. The tax was to fall on the shares which might be held by non-residents on October 1st. Ample opportunity was thus given to them to sell out their holdings in order to avoid this new burden; and those who remained can stand on no better footing than if they had bought their stock after the passage of the statute and with full knowledge of its terms.

The tax in question is, in form, one against the corporation. State v. Royce, 68 Conn. 311 . In substance it is one against each of its non-resident stockholders, to be paid by it in their behalf. Batterson v. Hartford, 50 Conn. 558, 560 . It is imposed only on corporations “ whose stock is liable to taxation and not otherwise taxed.” It is measured by the number of shares held by non-residents, and the value of each share. These shares do not belong to the corporation, and a tax on their value is virtually a tax against their owners. Oliver v. Washington Mills, 11 Allen, 268 , 273. Where all the shares in a corporation are massed for purposes of assessment and taxation, this can he regarded as merely a convenient mode of ascertaining the value of its own property. Nichols v. New Haven & Northampton Co., 42 Conn. 103, 120 . No such construction can be given to a statute which fastens only upon such shares as are held by a particular class of persons. That now in question does no more than make the defendant the paymaster as respects the State. The nonresident shareholders owe the tax, as respects the corporation. The original law of 1866 was therefore careful to provide (§ 2) that every insurance company, paying the tax which it imposed, should “ have a lien upon the stock of such non-resident stockholders, for the reimbursement of said sums so required to be paid.” In General Statutes, § 3917, a similar lien is given “ upon the stock of each non-resident stockholder ” with the added words: “ to the extent of one per *602 cent, of the value of his stock as contained in said list.” The list to which reference is thus made is that to be returned under the preceding section, which as now amended makes the sum “ required to be paid ” one and a half per cent of the value of the stock.

It is strongly urged that to compel the defendant to discharge its shareholders’ obligations, and then only give it a lien for two thirds of the moneys that may be thus advanced, is contrary to natural justice, and also in violation of the provisions of the fourteenth amendment to the Constitution of the United States, that no State shall deprive any person of property without due process of law. General Statutes, § 1923, strips this argument of force. That declares that every corporation, when it is not otherwise provided in its charter, “ shall at all times have a lien upon all the stock owned by any person therein, for all debts due to it from him.” A tax, in the strict signification of that term, may not constitute a debt to the sovereignty or municipality by which it is imposed. Lane County v. Oregon, 7 Wall. 71 . But by General Statutes, § 3901, “ all taxes, properly assessed, shall become a debt due from the person, persons, or corporation, against whom they are respectively assessed, to the city, town, district, or community in whose favor they are assessed, and may be in addition to the other remedies provided by law, recovered by any proper complaint or proceeding at law, in the name of the community in whose favor they are assessed.” Those payable to the State are deemed to be collectible in a similar way. State v. New York, N. H. & H. R. Co., 60 Conn. 326, 334 . By becoming members of the defendant company after the passage of the Act of 1897, or by remaining members subsequent to that event, every nonresident stockholder may fairly be deemed to have assented to any payment which it might be legally compelled to make in his behalf under the provisions of that law, and so to have come under a contractual obligation for the reimbursement of the moneys so advanced. For the full performance of that obligation, the defendant had a lien under General Statutes, § 1923, though its lien under General Statutes, § 3917, wc uld *603 be only a partial one. These two sections may well stand together; one giving a better remedy than the other, but both having similar purposes in view.

There is nothing in the objection urged in the demurrer to the complaint, that the law in question “ attempts to impose a tax upon personal property outside the jurisdiction and beyond the territory of the State.” Each non-resident shareholder participates in the enjoyment of a franchise granted by this- State, and has an equitable interest in property which is protected by this State, and whose legal owner (the defendant) is one of its own citizens. The sovereign power which gave his shares a being could also give them a situs within its territory for purposes of taxation. Tappan v. Merchants’ National Bank, 19 Wall. 490 ; Lockwood v. Weston, 61 Conn. 211, 218 . To do this it is not necessary to declare in terms that they shall be deemed to be situated where the corporation belongs. It is enough to lay a tax upon them there, and impose a lien upon them there.

This demurrer also sets up that the tax in suit is one “ upon property of the defendant which is otherwise taxed,” and so unauthorized by the statute, which applies only to shares of “ stock liable to taxation, and not otherwise taxed.” This claim, plainly stated, is, not that the shares of stock held by non-residents are otherwise taxed by law, but that the property of the defendant, which gives them their value, is otherwise taxed, in whole or part. As the tax is one upon certain shares held by certain individuals, which are not otherwise taxed, it is immaterial whether the property of the defendant is otherwise taxed or not. Taxing that is not the same thing as taxing its capital stock in the hands of its shareholders.

The pith of the answer to the complaint is, that the board of equalization ought to have allowed the deduction claimed from the market value of the shares on account of the defendant’s holdings of taxable real estate. Such a deduction is provided for by General Statutes, § 3836, in favor of every resident shareholder. His shares are to be set in his list in the town in which he resides at their market value, “ but so *604 much, of the capital of any such company as may be invested in real estate, on which it is assessed and pays a tax, shall be deducted from the market value of its stock, in its returns to the assessors.”

If such a deduction ought to have been made by the State board of equalization, the defendant can properly avail itself, in this proceeding, of their omission of that duty. The only question is whether a certain amount, as to which there is no dispute, should have been subtracted from the market value of the stock. The provision of the statute (General Statutes, § 3930), that the “ valuation of the . . . estate ” made by the board “ shall be final,” does not preclude the courts, in a suit for the tax, from correcting any errors in the mathematical process by which such valuation was reached. State v. New York, N. H. & H. R. Co., 60 Conn. 326, 336 .

There is no statute which in terms required or authorized the board to allow the deduction claimed. The returns to the assessors referred to in General Statutes, § 3836, are those required in October, annually, from all corporations “whose stock is liable to taxation,” to the assessors of each town in the State in which any of their stockholders may reside, stating their names and the market value of the shares during the preceding month. General Statutes, § 3837. The General Assembly had the right to give this privilege or rebate to our own citizens, and to withhold it from aliens. We do not intimate an opinion as to whether it would constitute an immunity, the benefit of which could be claimed by citizens of other States; for, as has been already stated, their rights are not put in issue by the pleadings. It is sufficient to support the judgment appealed from that, although the reduction by the board of equalization of the market value of the defendant’s shares owned by non-residents, from $230 to $220, is slight, as compared with that which resident stockholders are entitled to claim from the local assessors, the favor thus shown to our own citizens is not forbidden by any provision in the Constitution of this State or of the United States, nor inconsistent with any of those maxims of jurisprudence which define the meaning of “legislative *605 power ” as vested by our Constitution in the legislative department. Every foreign stockholder consented to the inequality, when he elected to continue to participate in the benefits of the defendant’s franchise, after the passage of the Act of 1897; and it does not appear that the interests of any but foreigners are involved.

The result which we have reached may practically throw upon the non-resident shareholders in the defendant company the weight of double taxation. Its capital funds have been mainly invested in taxable real estate. To a company differently situated in this respect, the payment of taxes on its real estate might hardly cause an appreciable diminution of the net earnings which would otherwise be applicable to dividends. But taxes seldom bear equally upon all. There is little in the Constitution of this State to limit the discretion of the legislature in imposing them, and nothing which militates against the validity of that now in question.

In view of the issues closed, upon which the judgment of the Superior Court was rendered, we are of opinion that there is no error.

In this opinion the other judges concurred.