JURISDICTION OF COUNTY COURT. It is the duty of the warden of the Colorado State Reformatory to hold all persons of proper age sentenced there from the County Court under the juvenile law. MR. A. C. DUTCHER, Denver, Colo., May 9, 1904. Warden Colorado State Reformatory, Buena Vista, Colorado. Dear Sir-In reply to your inquiry of May 4th, 1904, as to whether a County Court has jurisdiction of felonies, I beg to say that upon inquiry I find that one of the district judges in this judicial district has so held; so that under the circumstances I think your duty would be to hold all persons of proper age sentenced to your Reformatory the same as if there was no question concerning such legality, thus allowing them to test the matter in the higher courts by habeas corpus, as any other action upon your part would deprive the State of a review, and thus the question would never become definitely settled. A foreign corporation can not operate mines in Colorado without filing articles of incorporation and complying with the corporation laws. When the Secretary of State discovers a violation of these laws by a foreign corporation, he should cause action to be brought, stopping it from doing business. Denver, Colo., July 27, 1904. HON. JAMES COWIE, Secretary of State, State Capitol. Dear Sir-I have a communication addressed to you from W. E. Mead, concerning an alleged violation of the corporation laws of Colorado by The Oakland Gold Mining & Milling Company, organized under the Wyoming laws. The substance of the complaint is as follows: "Parties organized The O. G. M. & M. Co. within two years. on Ward properties. It is a Wyoming incorporation, and it is being operated and stock being sold in Colorado without paying Colorado either any flat tax or incorporation fees." There are substantially four allegations in this: 1. The company is organized to operate mining property at Ward, Colorado. 2. It is selling stock in Colorado. 3. It has not paid any fee for admission to do business in Colorado. 4. It has not paid the annual State corporation license tax. In reply to your inquiry, I will say that it has not the power to do the first, third and fourth without complying with the laws of Colorado. As to the second, it may sell stock without complying with the laws of Colorado. I desire to call attention to sections four and five, pages 118 and 119, Session Laws 1901. If you find representations in this letter to be true, proceedings should be commenced to stop this company from doing business. Yours truly, N. C. MILLER, INCREASE OF CAPITAL STOCK. A foreign corporation, having increased its capital stock subsequent to filing its original certificate or articles of incorporation, is required to pay the fees provided by section 5, chapter 52, Laws of 1901. HON. JAMES COWIE, Secretary of State, Denver, Colorado. Denver, Colo., February 20, 1903. Dear Sir-You have asked the opinion of this department on the following proposition: "A corporation was organized in 1884 for $200,000.00; its articles were filed 1892; July 18, 1898, its capital stock was increased $2,800,000.00; the annual report which the Revenue Act requires to be filed, discloses the above facts, and the company now asks to file a certificate of its increased capital stock, and your interrogatory goes to the question as to whether it shall pay the thirty cents per thousand dollars of increased capital stock, as required by section 5 of the Act of 1901, approved April 6, 1901." Any foreign corporation which, since the filing of its certificate in this State, has increased its capital stock without paying the fees prescribed by the law of this State at the time of such increase, or which shall hereafer increase its capital stock, shall be liable to pay the fees prescribed by this act.. You are therefore required to collect the fee prescribed by the Act of 1901, which is thirty cents per thousand dollars in the case of foreign corporations. The law explicitly states that, in the event the corporation has failed to pay the fees prescribed by the law at the time of the increase, it shall pay under the Act of 1901. Yours truly, N. C. MILLER, FOREIGN CORPORATIONS. Foreign corporations, although engaged only in commercial business, must file their annual report, under section 23 of the Revenue Law of 1902. Denver, Colo., May 2, 1903. HON. JOHN A. HOLMBERG, Auditor of State, State Capitol. Dear Sir-In reply to your letter of May 1, 1903, enclosing me communication from Hon. Charles E. Kilmer of New York City, representative of the Grand Union Tea Company, a foreign corporation, I beg to reply as follows: Mr. Kilmer's contention is that his client, being a foreign corporation engaged in only commercial business in Colorado, is not properly required to file an annual report with you under the provisions of section 63 of the Revenue Act of 1902. In reply to this contention I wish to say that the purpose of these reports is to enable the State to obtain information concerning corporations doing business in two or more counties so as to enable the counties to tax the franchise and properly apportion it between the counties. This report is necessary in all the items, and Mr. Kilmer wishes to exclude those necessary to arrive at the value of the franchise. The act provides that where the corporation does business outside of the State, the value of the franchise to be taxed in the State of Colorado shall be such part of the value of the entire franchise as the tangible property in the State bears to the total value of the tangible property of the corporation. It would serve no purpose to urge the legitimacy of requiring foreign corporations to do business in the State of Colorado upon such conditions as the State imposes. I might say incidentally that these inquiries are no more searching than in the case of banks or insurance companies. It is a mistaken notion that any corporation is so identified with the individuals who own it that it has any intrinsic right to escape investigation. Respectfully, N. C. MILLER, IMPRESSION OF CORPORATE SEAL. A certificate of right to do business should not be issued until all fees are paid, including fee for filing impression of corporate seal. HON. JAMES COWIE, Denver, Colo., January 29, 1903. Secretary of State of Colorado, Denver, Colorado. My Dear Sir—In reply to your question submitted to this office as to whether you shall exact a fee of $2.50 for filing and recording impression of corporation seal where the same is impressed upon the certificate of incorporation and referred to in the body of the instrument and signed by the incorporators, it is my opinion that you must collect the fee. There does not seem to be any statute in the State of Colorado that refers to the filing of impression of corporate seal in the first instance, but under M. A. S., section 476, the law provides: "Corporations formed under this section shall be bodies corporate and politic in fact and in name, by the name stated in such certificate, and by that name have succession for the period for which they were organized; may, in any court of law or equity in this State, sue and be sued, may have a corporate seal which ey may alter or renew at pleasure by filing an impression of the same in the office of the Secretary of State." Section 9, chapter 52, Laws of 1901, provides: "The Secretary of State shall exact a fee of $2.50 for filing and recording each certificate of impression of the corporate seal of any corporation." There seems to be no fixed method of filing impression of corporate seal, but any substantial method of filing it, so that the impression of the particular corporate seal can be identified with the corporation to which it relates, would, in my judgment, be such a substantial compliance with the law as would entitle the corporation to receive a certificate to the effect that the filing had been made; and, if this is true, then, as a prerequisite to making such filing, you would be justified in exacting the fee of $2.50 for filing the same. The certificate mentioned in section 10 of the same chapter shall not be issued until full payment has been made by the corporation of all fees and taxes prescribed by law to be paid to the Secretary of State. If the filing of the corporate seal has been made in some substantial way so as to entitle the corporation to a certificate of such filing, then the fee is due, and until it is paid the certificate mentioned in section 10 should not issue. If the corporation desires a certificate, certifying to the filing of the corporate seal, you will charge them the usual fee for such certificate. Yours respectfully, N. C. MILLER, ANNUAL REPORT OF CORPORATIONS. The revenue act of 1902 makes it obligatory upon all corporations to file an annual report, in accordance therewith, with the Auditor of State. Denver, Colo., June 18, 1903. INTERNATIONAL HARVESTER CO. OF AMERICA, 215 Dearborn Street, Chicago, Illinois. First. Gentlemen-In reply to your letter of May 29, I wish to say : Your letter remained unanswered because of my absence during the last of May and the first of June, and pressure |