Feitner, 54 App. Div. 217 (1900), aff'd 165 N. Y. 645, the Court of Appeals points out the change in the statute since the Hoyt and Jefferson cases. In the Verde case, a New York company engaged in mining business outside the state, was, under subd. 5, sec. 2, Tax Law, liable to taxation on bills and accounts receivable from non-residents and on deposits in bank outside of the state. The court calls attention to Chapter 392, Laws of 1883, passed after the decision in the Hoyt and Jefferson cases and evidently intended to overthrow the rule there laid down.

More recently it was held that tangible property having an actual situs in another state cannot be said to be "owned" in this state. The words "or owned" added in the Tax Law may refer to a kind of property which can have no actual situs such as choses in action. People ex rel. Orinoka Mills v. Barker, 84 App. Div. 469 (1903). Justice Hatch in the dissenting opinion (concurred in by Patterson, J.) assumes that the legislature may give a domestic situs to personal property, although without the state, and that such an intent is clearly manifested in the present Tax Law; that the decision in the United Verde Copper Company case is in line with this view, and that it should not be limited to intangible but applies equally to tangible property.

In People ex rel. Hyde & Sons v. O'Donnell, 116 App. Div. 161 (1906); (aff'd without opinion, 188 N. Y. 551 (1907) Haight and Chase, J.J. dissenting, Vann, J., not voting), it was held on the authority of People ex rel. Orinoka Mills v. Barker, supra, that personal property out of the state on the second Monday of January is not taxable. In this case the personal property was in the form of unbleached cotton cloth purchased out of the state and sent from the place of purchase for bleaching purposes to mills also outside of the state and it did not reach New York until after the second Monday of January. The dissenting opinion of Justices Clark and Scott at Appellate

Division held that the goods were only temporarily out of the state and should have been taxed under the authority of People ex rel. Pacific Mail S.S. Co. v. Commr's, supra.

Rents reserved in lease for term of more than twenty-one years taxable as personalty.-Rents reserved in any lease in fee or for one or more lives or for a term more than twenty-one years and chargeable upon real property within the state, shall be taxable to the person entitled to receive the same, as personal property in the tax district where such real property is situated, and for the purpose of the taxation thereof such person is to be deemed a resident of such tax district. (Extract from sec. 8, Tax Law.)

Source: Ch. 327, L. 1846.

The above provision of section 8 does not contravene the Constitution as to equality of taxation, nor does it involve double taxation. While the courts will as a general rule so construe a law as to avoid a double taxation, the legislature may impose a double tax. Woodruff v. Oswego Starch Company, 177 N. Y. 23 (1903).

be,

CHAPTER IV.

PLACE OF TAXATION.

THE residence of a corporation for purposes of taxation shall

1. In the case of a domestic corporation where its principal office is located, as set forth in its certificate of incorporation.

2. In the case of a foreign corporation, at the place designated in its certificate filed under section 16 of the General Corporation Law.

Law governing place of taxing corporations.-The real estate of all incorporated companies liable to taxation shall be assessed in the tax district in which the same shall lie, in the same manner as the real estate of individuals. All the personal estate of every incorporated company liable to taxation on its capital shall be assessed in the tax district where the principal office or place for transacting the financial concerns of the company shall be, or if such company have no principal office, or place for transacting its financial concerns, then in the tax district where the operations of such company shall be carried on. In the case of a toll bridge, the company owning such bridge shall be assessed in the tax district in which the tolls are collected; and where the tolls of any bridge, turnpike or canal company are collected in several tax districts, the company shall be assessed in the tax district in which the treasurer or other officer authorized to pay the last preceding dividend resides. (Sec. 11 of present and former Tax Law.) Source: R. S. pt. 1, ch. 13, title II, sec. 6.)

The reference in the statute to the taxation of toll bridge companies applies to assessments on personal estate only. The real estate is to be assessed where it is situated. Hudson River Bridge Co. v. Patterson, 74 N. Y. 365 (1878); aff'd 11 Hun, 527.

Section 2 of Article 2 of the Business Corporations Law provides that the certificate of incorporation of a stock corporation shall contain among other things: "The city, village or town in which its principal business office is to be located. If

it is to be located in the City of New York, the borough therein in which it is to be located." The term "office of a corporation" means its principal office within the state or principal place of business within the state, if it has no principal office therein. (Sec. 2 of the General Corporation Law.) The terms "principal office" and "principal place of business" within the state have been held to be synonymous. People ex rel. Knickerbocker Press v. Barker, 87 Hun, 341 (1895); aff'd 147 N. Y. 715.

Certificate of incorporation conclusive.- The certificate of incorporation is conclusive to fix the taxable status of a corporation. People ex rel. Knickerbocker Press v. Barker, supra; People ex rel. India Rubber &c. Co. v. Barker, 16 Misc. 252 (1896). And this is so, notwithstanding the greatest amount of business was transacted, and its officers resided, at a place other than that designated and even though it was intimated that such designation was made in order to avoid taxation. Transportation Co. v. Scheu, 19 N. Y. 408 (1859).

Western

What designations in certificate sufficient.-"The principal office for managing the affairs of such company" has been held a sufficient designation in the certificate. Union Steamboat Co. v. Buffalo, 82 N. Y. 351 (1880). So, too, the location for the purposes of taxation of a manufacturing corporation organized under the general act of 1848 is the place designated in the certificate as that where the operations of the company are to be carried on. Oswego Starch Factory v. Dollaway, 21 N. Y. 449 (1860); Chesebrough Mfg. Co. v. Coleman, 44 Hun, 545 (1887).

Corporations doing business at different places.-The location of the principal office of a corporation doing business in different places, indicated in its certificate, determines the place where it should be taxed. Peter Cooper's Glue Factory v. McMahon, 15 Abb. N. C. 314 (1885).

Where the certificate of incorporation mentions the city of New York "or at such other place as the stockholders of the company might determine," the certificate is conclusive and the additional clause has no force as to residence for purpose of taxation. People ex rel. Edison El. Co. v. Barker, 91 Hun, 594 (1895).

Where statute does not require principal office.-But where the statute under which a domestic corporation is organized does not fix its residence, such a statement in the articles of incorporation is not binding on the corporation or the taxing officers, and the residence is deemed to be where its principal place of business is actually situated. Austen v. Hudson Riv. Tel. Co., 73 Hun, 96 (1893).

Corporation created under special act.—Where a special act of the legislature under which a corporation is formed designates Schenectady as its principal office, such designation is conclusive for the purpose of taxation. People ex rel. General El. Co. v. Barker, 91 Hun, 590 (1895); aff'd 149 N. Y. 589.

Where a corporation is estopped by its return to the assessors. Where a domestic corporation, in its return to the commissioners of taxes, names the city of New York as its principal office, whereas, the place designated in its certificate of incorporation is .... and where it is assessed by the commissioners of taxes in New York City on the basis of this return, the company is afterwards estopped, in a collateral action brought by the receiver of taxes to collect the tax, from denying the jurisdiction of the assessors and setting up as its principal office the place designated in its certificate. McLean, Receiver of Taxes v. Wyandance Brick & Terra Cotta Co., 138 N. Y. 158 (1893); aff'g 66 Hun, 122.

When objection to assessment of corporation in wrong ward to be disregarded.-An objection that a domestic corporation