State ex rel. Jackson v. St. Louis & San Francisco Railroad

Citations

• 81 Kan. 404
• 105 P. 685
• 1909 Kan. LEXIS 380

Syllabus

<p>SYLLABUS BY THE COURT.</p> <p>1. Foreign Corporations — Permission to do Business — Subse- . quent Legislation Not Applicable. Where a foreign corporation complies with the terms of a statute providing that upon performing certain conditions it shall possess in this state all the rights, privileges and franchises conferred by law upon a domestic corporation, it will not be deemed to be within the purview of a subsequent enactment requiring foreign corporations seeking to do business in the state to make application to a charter board for permission to do so, this requirement not being exacted of domestic corporations already formed.</p> <p>2. - Fees — Increase of Capital .Stock — “Authorized” Capital. The statutes (Gen. Stat. 1901, §1265; Laws 1907, ch. 140, §23) requiring the payment of certain fees upon the increase of the capital stock of a corporation doing business in this state refer to an increase in the authorized capital, and such fees are payable whenever there is an increase in the power of the corporation to issue stock in addition to the amount of its original capitalization, regardless of whether any part of the new stock is actually issued or subscribed for.</p> <p>3. - Increase of Stock a Question of Fact under the Pleadings. A pleading which denies that a corporation organized under the laws of another state has increased, its capital stock unless that result follows from certain facts stated, which do not include the filing of any certificate of increase with the secretary of state of such other state, in effect denies the filing of such certificate and thereby puts the question of such increase in issue.</p> <p>4. —;- Liability for Fees Not Affected by Failure to File Certificate in this State. The fact that the statute provides .that the fee exacted when the capital stock of a corporation doing business in this state is increased shall be paid at the time the certificate of such increase is filed with the secretary of state of Kansas does not