Bullfrog Goldfield R. R. Co. v. Jordan

HENSHAW, J.

Petitioner, a railroad corporation, organized and existing under the laws of the state of Nevada, made tender to respondent, Secretary of State of the state of Cali-" fornia, and offered for filing in the office of that official a certified copy of its articles of incorporation, and a certified copy of a resolution of its board of directors designating an agent for the state of California upon whom process issued out of

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the courts of this state might be served, and with these papers tendered the fee of $75 as a prerequisite to such filing. Respondent refused to accept and file the papers until, in addition, petitioner paid the license tax contemplated by the statute adopted in 1915. (Stats. 1915, c. 190.) Petitioner then sued for and obtained this alternative writ of mandate.

The facts are not in controversy. The single question presented is the legal one, whether or not under those facts petitioner should be called upon to pay this additional license tax. The petitioner owns and operates a steam railroad which begins and ends entirely within the state of Nevada. In the city of Los Angeles, state of California, it maintains the general offices of its company. At these offices directors’ meetings are held, the books, records, and accounts of the business of the corporation are kept, all of its general clerical work is performed, all vouchers and checks in payment of its bills, wages, and salaries are prepared and issued. All moneys earned in the operation of its railroad are there received and deposited in the banks of Los Angeles, and all disbursements are made by checks and drafts issued from these general offices in that city. In that city also is the purchasing department of the company, where its fuel oil and other supplies and material necessary for use in the operation of its railroad are purchased and transported from California into Nevada. The conduct and policy of the road is controlled from these California offices, though the physical operation of the road itself is of necessity intrusted to superintendents and their subordinates located in the state of Nevada.

Section 1 of the act of 1915 above referred to requires a filing by this corporation with the Secretary of State of a copy of its articles of incorporation, and exacts a fee for this filing. These were the papers and this the fee which petitioner tendered. Section 3 of the same act further provides that no corporation, domestic or foreign, “shall do or attempt to do any intrastate business within this state . . . without a state license therefor.” Section 4 requires every corporation “now doing intrastate business within this state, or which shall hereafter engage in intrastate business in this state, to procure annually from the Secretary of State a license authorizing the transaction of such business in this state, and to pay therefor the license tax prescribed.herein.” This is the tax which petitioner has refused to pay, and this is the tax