§ 180. Organization tax; taxes on changes of capital. 1. (a) Imposition. Every stock corporation incorporated under any law of this state and every corporation formed under the business corporation law of this state shall pay a tax of one-twentieth of one per centum upon the amount of the par value of all the shares with a par value which it is authorized to issue and a tax of five cents on each share without a par value which it is authorized to issue, and a like tax upon any shares subsequently authorized, except as hereinafter provided. (b) Changes with respect to shares. (1) Every corporation which shall change shares with par value into shares without par value shall pay a tax of five cents for each share without par value resulting from such change, less one-twentieth of one per centum of the par value on the shares with par value so changed. (2) Every corporation which shall change shares without par value into shares with par value shall pay a tax of one-twentieth of one per centum upon the amount of the par value of the shares resulting from such change, less five cents with respect to each share without par value so changed. (3) Every corporation which shall change shares without par value into shares without par value shall pay a tax of five cents for each share without par value resulting from such change, less five cents with respect to each share without par value so changed, and less five cents with respect to each share without par value not authorized previous to such change but resulting from such change and issued pursuant to the terms upon which such change is made, provided such change is effected after the expiration of five years from the date of the filing of a certificate of incorporation pursuant to the stock corporation law or the business corporation law or a certificate of amendment to effect the change provided for in subparagraph five of paragraph c of subdivision two of section thirty-five of the stock corporation law or in subparagraph eleven of paragraph (b) of section eight hundred one of the business corporation law. (4) Every corporation which shall change shares with par value into both shares with par value and shares without par value shall pay a tax of one-twentieth of one per centum upon the amount of the par value of the shares with par value resulting from such change plus five cents for each share without par value resulting from such change, less one-twentieth of one per centum of the par value of the shares with par value so changed. (5) Every corporation which shall change shares without par value into both shares with par value and shares without par value shall pay a tax of one-twentieth of one per centum upon the amount of the par value of the shares with par value resulting from such change plus five cents for each share without par value resulting from such change, less five cents with respect to each share without par value so changed. (c) Minimum tax. Provided, that in no case shall a tax under this section be less than ten dollars. (d) Payment. Such tax shall be due and payable upon the incorporation of such corporation and upon any subsequent authorization, increase of par value or change of shares. Except in the case of a railroad corporation, neither the secretary of state nor county clerk shall file any certificate of incorporation, or of amendment increasing capital stock, or the number of par value of shares, or a certificate of merger or consolidation, or certificate of change or authorization of shares, or give any certificate to any such corporation until such tax has been paid, and no stock corporation or corporation formed under the business corporation law shall have or exercise any corporate franchise orpowers, or carry on business in this state until such tax shall have been paid. (e) Mergers and consolidations. In case of the merger or the consolidation of existing corporations into a single corporation, a new corporation resulting from such consolidation or a constituent corporation surviving such merger or consolidation shall be required to pay the tax hereinbefore provided for, only if it is incorporated under the laws of this state, and then only upon the taxable amount of its capital stock or shares in excess of the aggregate amount of capital stock or shares of such of the constituent corporations as were organized under the laws of this state. (f) Special corporations. This section shall not apply to state and national banks and trust companies or to building, mutual loan, accumulating fund and cooperative associations. A railroad corporation need not pay such tax at the time of filing its certificate of incorporation, but shall pay the same before the public service commission shall grant a certificate, as required by the railroad law, authorizing the construction of the road as proposed in its articles of association, and such certificate shall not be granted by the public service commission until it is furnished with a receipt for such tax from the secretary of state. If the board of railroad commissioners or public service commission shall have heretofore granted, or the public service commission shall hereafter grant, such certificate and upon an appeal from the determination of such board of railroad commissioners or public service commission, such certificate has been or may hereafter be denied, the state treasurer shall refund the amount of tax so paid to the railroad corporation or corporations by which such tax was paid, upon proof of payment being presented and appropriation being made therefor. 1-a. A corporation organized pursuant to an order of the supreme court made under the provisions of chapter seven hundred forty-five of the laws of nineteen hundred thirty-three, shall be exempt from the payment of the taxes imposed by subdivision one hereof. In lieu thereof, each such corporation shall pay a tax of ten dollars. 2. The tax imposed by this section shall be collected by the state officer in whose office the original certificate of incorporation or certificate of increase of amount of capital stock or certificate of increase of number or par value of shares or consolidation agreement, or certificate changing or authorizing shares, as the case may be, is required by law to be filed, and such state officer shall, except in the case of the certificate of incorporation of a railroad corporation, collect such tax before filing such certificate and shall note the payment of such tax thereon and shall issue a receipt therefor.
§ 180. Organization tax; taxes on changes of capital. 1. (a) Imposition. Every stock corporation incorporated under any law of this state and every corporation formed under the business corporation law of this state shall pay a tax of one-twentieth of one per centum upon the amount of the par value of all the shares with a par value which it is authorized to issue and a tax of five cents on each share without a par value which it is authorized to issue, and a like tax upon any shares subsequently authorized, except as hereinafter provided. (b) Changes with respect to shares. (1) Every corporation which shall change shares with par value into shares without par value shall pay a tax of five cents for each share without par value resulting from such change, less one-twentieth of one per centum of the par value on the shares with par value so changed. (2) Every corporation which shall change shares without par value into shares with par value shall pay a tax of one-twentieth of one per centum upon the amount of the par value of the shares resulting from such change, less five cents with respect to each share without par value so changed. (3) Every corporation which shall change shares without par value into shares without par value shall pay a tax of five cents for each share without par value resulting from such change, less five cents with respect to each share without par value so changed, and less five cents with respect to each share without par value not authorized previous to such change but resulting from such change and issued pursuant to the terms upon which such change is made, provided such change is effected after the expiration of five years from the date of the filing of a certificate of incorporation pursuant to the stock corporation law or the business corporation law or a certificate of amendment to effect the change provided for in subparagraph five of paragraph c of subdivision two of section thirty-five of the stock corporation law or in subparagraph eleven of paragraph (b) of section eight hundred one of the business corporation law. (4) Every corporation which shall change shares with par value into both shares with par value and shares without par value shall pay a tax of one-twentieth of one per centum upon the amount of the par value of the shares with par value resulting from such change plus five cents for each share without par value resulting from such change, less one-twentieth of one per centum of the par value of the shares with par value so changed. (5) Every corporation which shall change shares without par value into both shares with par value and shares without par value shall pay a tax of one-twentieth of one per centum upon the amount of the par value of the shares with par value resulting from such change plus five cents for each share without par value resulting from such change, less five cents with respect to each share without par value so changed. (c) Minimum tax. Provided, that in no case shall a tax under this section be less than ten dollars. (d) Payment. Such tax shall be due and payable upon the incorporation of such corporation and upon any subsequent authorization, increase of par value or change of shares. Except in the case of a railroad corporation, neither the secretary of state nor county clerk shall file any certificate of incorporation, or of amendment increasing capital stock, or the number of par value of shares, or a certificate of merger or consolidation, or certificate of change or authorization of shares, or give any certificate to any such corporation until such tax has been paid, and no stock corporation or corporation formed under the business corporation law shall have or exercise any corporate franchise orpowers, or carry on business in this state until such tax shall have been paid. (e) Mergers and consolidations. In case of the merger or the consolidation of existing corporations into a single corporation, a new corporation resulting from such consolidation or a constituent corporation surviving such merger or consolidation shall be required to pay the tax hereinbefore provided for, only if it is incorporated under the laws of this state, and then only upon the taxable amount of its capital stock or shares in excess of the aggregate amount of capital stock or shares of such of the constituent corporations as were organized under the laws of this state. (f) Special corporations. This section shall not apply to state and national banks and trust companies or to building, mutual loan, accumulating fund and cooperative associations. A railroad corporation need not pay such tax at the time of filing its certificate of incorporation, but shall pay the same before the public service commission shall grant a certificate, as required by the railroad law, authorizing the construction of the road as proposed in its articles of association, and such certificate shall not be granted by the public service commission until it is furnished with a receipt for such tax from the secretary of state. If the board of railroad commissioners or public service commission shall have heretofore granted, or the public service commission shall hereafter grant, such certificate and upon an appeal from the determination of such board of railroad commissioners or public service commission, such certificate has been or may hereafter be denied, the state treasurer shall refund the amount of tax so paid to the railroad corporation or corporations by which such tax was paid, upon proof of payment being presented and appropriation being made therefor. 1-a. A corporation organized pursuant to an order of the supreme court made under the provisions of chapter seven hundred forty-five of the laws of nineteen hundred thirty-three, shall be exempt from the payment of the taxes imposed by subdivision one hereof. In lieu thereof, each such corporation shall pay a tax of ten dollars. 2. The tax imposed by this section shall be collected by the state officer in whose office the original certificate of incorporation or certificate of increase of amount of capital stock or certificate of increase of number or par value of shares or consolidation agreement, or certificate changing or authorizing shares, as the case may be, is required by law to be filed, and such state officer shall, except in the case of the certificate of incorporation of a railroad corporation, collect such tax before filing such certificate and shall note the payment of such tax thereon and shall issue a receipt therefor.
§ 180. Organization tax; taxes on changes of capital. 1. (a) Imposition. Every stock corporation incorporated under any law of this state and every corporation formed under the business corporation law of this state shall pay a tax of one-twentieth of one per centum upon the amount of the par value of all the shares with a par value which it is authorized to issue and a tax of five cents on each share without a par value which it is authorized to issue, and a like tax upon any shares subsequently authorized, except as hereinafter provided. (b) Changes with respect to shares. (1) Every corporation which shall change shares with par value into shares without par value shall pay a tax of five cents for each share without par value resulting from such change, less one-twentieth of one per centum of the par value on the shares with par value so changed. (2) Every corporation which shall change shares without par value into shares with par value shall pay a tax of one-twentieth of one per centum upon the amount of the par value of the shares resulting from such change, less five cents with respect to each share without par value so changed. (3) Every corporation which shall change shares without par value into shares without par value shall pay a tax of five cents for each share without par value resulting from such change, less five cents with respect to each share without par value so changed, and less five cents with respect to each share without par value not authorized previous to such change but resulting from such change and issued pursuant to the terms upon which such change is made, provided such change is effected after the expiration of five years from the date of the filing of a certificate of incorporation pursuant to the stock corporation law or the business corporation law or a certificate of amendment to effect the change provided for in subparagraph five of paragraph c of subdivision two of section thirty-five of the stock corporation law or in subparagraph eleven of paragraph (b) of section eight hundred one of the business corporation law. (4) Every corporation which shall change shares with par value into both shares with par value and shares without par value shall pay a tax of one-twentieth of one per centum upon the amount of the par value of the shares with par value resulting from such change plus five cents for each share without par value resulting from such change, less one-twentieth of one per centum of the par value of the shares with par value so changed. (5) Every corporation which shall change shares without par value into both shares with par value and shares without par value shall pay a tax of one-twentieth of one per centum upon the amount of the par value of the shares with par value resulting from such change plus five cents for each share without par value resulting from such change, less five cents with respect to each share without par value so changed. (c) Minimum tax. Provided, that in no case shall a tax under this section be less than ten dollars. (d) Payment. Such tax shall be due and payable upon the incorporation of such corporation and upon any subsequent authorization, increase of par value or change of shares. Except in the case of a railroad corporation, neither the secretary of state nor county clerk shall file any certificate of incorporation, or of amendment increasing capital stock, or the number of par value of shares, or a certificate of merger or consolidation, or certificate of change or authorization of shares, or give any certificate to any such corporation until such tax has been paid, and no stock corporation or corporation formed under the business corporation law shall have or exercise any corporate franchise orpowers, or carry on business in this state until such tax shall have been paid. (e) Mergers and consolidations. In case of the merger or the consolidation of existing corporations into a single corporation, a new corporation resulting from such consolidation or a constituent corporation surviving such merger or consolidation shall be required to pay the tax hereinbefore provided for, only if it is incorporated under the laws of this state, and then only upon the taxable amount of its capital stock or shares in excess of the aggregate amount of capital stock or shares of such of the constituent corporations as were organized under the laws of this state. (f) Special corporations. This section shall not apply to state and national banks and trust companies or to building, mutual loan, accumulating fund and cooperative associations. A railroad corporation need not pay such tax at the time of filing its certificate of incorporation, but shall pay the same before the public service commission shall grant a certificate, as required by the railroad law, authorizing the construction of the road as proposed in its articles of association, and such certificate shall not be granted by the public service commission until it is furnished with a receipt for such tax from the secretary of state. If the board of railroad commissioners or public service commission shall have heretofore granted, or the public service commission shall hereafter grant, such certificate and upon an appeal from the determination of such board of railroad commissioners or public service commission, such certificate has been or may hereafter be denied, the state treasurer shall refund the amount of tax so paid to the railroad corporation or corporations by which such tax was paid, upon proof of payment being presented and appropriation being made therefor. 1-a. A corporation organized pursuant to an order of the supreme court made under the provisions of chapter seven hundred forty-five of the laws of nineteen hundred thirty-three, shall be exempt from the payment of the taxes imposed by subdivision one hereof. In lieu thereof, each such corporation shall pay a tax of ten dollars. 2. The tax imposed by this section shall be collected by the state officer in whose office the original certificate of incorporation or certificate of increase of amount of capital stock or certificate of increase of number or par value of shares or consolidation agreement, or certificate changing or authorizing shares, as the case may be, is required by law to be filed, and such state officer shall, except in the case of the certificate of incorporation of a railroad corporation, collect such tax before filing such certificate and shall note the payment of such tax thereon and shall issue a receipt therefor.
