Commonwealth v. Wilkes-Barre & Hazleton Railroad

Citations

• 251 Pa. 6
• 95 A. 915
• 1915 Pa. LEXIS 628

Syllabus

<p>Corporations — Taxation—Tax on corporate loans — Duty to assess — Foreign corporations doing business in Pennsylvania — Acts of June SO, 1886, P. L. 193, and June 8, 1891, P. L. 229.</p> <p>1. The general rule is that isolated transactions, whether commercial or otherwise, performed in this state by a foreign corporation, do not constitute “doing business” within the meaning of that phrase.</p> <p>2. The question whether or not a company is doing business within the State is one of fact not necessarily depending solely on single acts, or on the effect of single acts, but on the effect of all the combined acts which it may perform here. The tests are whether the foreign corporation shall have an agent in the State of Pennsylvania; or shall have offices for the general conduct of its business in the State; or shall conduct its corporate business in the State; or shall have a part of its capital invested in the State.</p> <p>3. Where a corporation organized under the laws of New Jersey holds its directors’ meetings and maintains a bank account in this State and has as one of its direct objects the purchase of the stocks and bonds of Pennsylvania corporations, and its treasurer resides in this State, and the performance of every act necessary to the actual business which the company transacts is done here, and it merely keeps its transfer books and holds its annual meetings in New Jersey, it is doing business in this State within the meaning of the Act of June 30, 1885, P. L. 193, requiring a foreign corporation doing business in this Commonwealth, upon payment of interest on any scrip, bond, or certificate of indebtedness issued by such corporation to residents of this Commonwealth, to assess the tax of four mills on the dollar imposed by the Act of June 8, 1891, P. L. 229, on all corporate indebtedness, owned or held in this State. The fact that the treasurer pays the interest through an agent in New York is immaterial.</p>