of business since my return has prevented its consideration until this week. Second. Reports required to be filed by corporations are covered by section 63 of the Revenue Act of 1902, and by the Corporation Act of 1901. Reports under the latter are required to be filed with the Secretary of State, and for failure to file them, the officers and directors, jointly and severally, become liable. The reports required to be filed by section 63 of the Revenue Act are designed to arrive at a fair valuation of the property and its distribution to the several counties. Third. The language of the section is very broad and comprehensive, and states what corporations are excluded. It says "every corporation doing business and owning property in two or more counties of the State." We must therefore look for the exceptions. The section provides that every corporation, "except as otherwise provided in this act," shall make out and deliver annually to the Auditor of State its report. Now these words "otherwise provided in this act" refer to eleemosynary and beneficiary coroprations, and such corporations as are taxed by the State Board of Equalization. The last include telegraph companies, telephone lines, railways and such like corporations. Other than these, there are none, and, therefore, the State requires a report to be filed whether the corporation be domestic or foreign. I can see no reason in excepting a corporation merely because it is foreign. Fourth. The purpose of this act is to gather information at some central point concerning the entire property of a corporation so that there may be no evasions. To illustrate the use of this report, let us take the instance of the Singer Sewing Machine Company, which has filed its articles of incorporation in Colorado and does business in Colorado, and keeps a local office in the city of Denver. It carries a stock of machines in Denver, and also has them scattered throughout the State in all the important towns and cities. The intention of the Legislature was to require this company to value and locate all of its property. Every county assessor who feels that this company is evading taxation can consult its general. report. The necessity of the report arises from this condition of affairs: When a local assessor approaches an agent of such a company he is generally remonstrated with and told that the machines situated in his county are not subject to taxation as they are there only temporarily on sale. This process is carried on throughout the State, and when the city of Denver is reached the assessor is told that the property of the company is not in Denver but it is scattered throughout the State, and the local assessors outside of Denver are told that they must not assess the property because it is only transient property and is assessed in Denver. I think your notion of the matter is a mistaken one, and the framers of the law have a clearer view of what they meant by it. I have given this matter considerable study and investigation, and at first was inclined to your view, but being somewhat apprehensive that I might be wrong, delayed writing an opinion until I might make a full investigation, the result of which is set out herein. Yours truly, N. C. MILLER, ANNUAL CORPORATION REPORTS. The annual report of a corporation should be received and filed by the Secretary of State, even though corporation had not complied with all other requirements. HON. JAMES COWIE, Secretary of State, Capitol Building. Denver, Colo., February 16, 1903. Dear Sir-You report to this office that The El Paso Reduction Company, a corporation, has offered its annual report for 1902, and that the same shows an increase of capital stock of One Hundred Thousand Dollars ($100,000), which amendment does not appear on the records of your office, and you have therefore refused to file the report until you are advised by the legal department as to what is the proper course to pursue. Section 1 of the act in relation to corporations, approved April 6, 1901, provides for a fee of twenty cents on each thousand dollars of increase of capital stock of domestic corporations, and thirty cents on each thousand dollars of increase of the capital stock of foreign corporations. Section 2 provides: "No such corporation, joint stock company, or association shall have or exercise any of its corporate powers, or be permitted to acquire or hold any real or personal property, rights or franchises, or to do any business or to prosecute or defend in any suit in the State after an increase in its capital stock, until such fee shall be paid." Section 3 provides: "Any coropration * * that has increased its capital stock without paying the fees prescribed by the laws of this State at the time of such increase, or that shall hereafter increase its capital stock, shall be liable to pay the fees prescribed by this section, and in default, it shall be the duty of * * * the Secretary of State to cause an action of quo warranto to be brought against the corporation." Section 3 also provides that in case of failure to pay such fees that the aforesaid directors or stockholders shall be personally liable for the debts. This latter provision does not seem to be found in the statutes covering corporations organized under the laws of any state beyond the limits of Colorado. Section 11 provides that every corportion shall file an annual report making certain expositions of its business and the condition of its corporate organization. The purpose of this report is to gain information concerning the affairs of the company and to be of service to the State and to those who are concerned in the dealings of that corporation, and, in my judgment, it is on no account to be suppressed because of failure to pay fees. The object, at all times, is to gain the required information through this report, of the condition of the corporation, no matter what other laws it may violate. I am, therefore, of the opinion that the annual report should be filed, and that it is your duty to make a demand upon this corporation for the fees due the State for the increase of its capital stock of one hundred thousand dollars, if such appears to be the case. Upon the failure to pay, you will be justified in bringing quo warranto proceedings. I presume, in the first instance, a rule should be served on the company to show cause why quo warranto proceedings should not be commenced. If you will investigate the case and report to this office, we will take any necessary steps. Yours truly, N. C. MILLER, 1 ARTICLES OF INCORPORATION. Blanket Form of Articles of Incorporation-Articles of incorporation should set forth the object for which the company is sought to be incorporated, and the name adopted should reasonably designate such objects. HON. JAMES COWIE, Secretary of State, Denver, Colorado, February 14, 1903. Denver, Colorado. My Dear Sir-You have submitted to me the question as to the duty of the Secretary of State, in receiving artices of incorporation for filing and for fees when the proposed articles of incorporation, in a blanket form, cover about all the powers possible for corporations in the aggregate to possess. Section 472, M. A. S., provides: "Corporations may be formed under the provisions of this act for any lawful purpose." Section 473 provides: "Any three or more persons may form a company for the purpose of carrying on any lawful business;" and requires that they shall set forth the objects for which the company shall be created. It has been said that there is a difference between the powers of a corporation and the powers of a natural person. The latter can do anything not forbidden by law. The former can do only what is expressly or impliedly authorized in its charter. Shields vs. Ohio, 95 U. S., 319. Abby vs. Billups, 72 Am. Dec., 143. Corporations are either created by special act of the Legislature, or formed under general laws. When a corporation is created by special act, that act is its charter, and determines its powers. When a corporation is formed under the general laws, as is the case in Colorado, its charter consists of the statute or statutes under which it is formed, and which defines its powers, together with the instruments required by such statute or statutes to be executed and filed by the incorporators. These are usually called articles of incorporation. A reading of the paper which you have presented to me for an opinion, discloses that the incorporators have stated as powers almost everything that it would be possible to conceive of a natural persón doing. The framers of it appear to attempt to comprehend within its articles every power. A few simple powers have been omitted, but the great powers, including the construction of irrigating ditches, telegraph and telephone lines and railroads, sewer systems and water works, and the promotion of manufactures and schools, churches, guaranteeing bonds, and buying and selling negotiable instruments, and, in short, all classes of corporations are included in this one instrument. The law of Colorado authorizes the formation of a corporation for any lawful business, and the name of the corporation must furnish a fair and intelligent index to the business carried on. I consider that it would be impossible to adopt any name which would fairly indicate everything which the organizers of this corporation have in view, and, therefore, you would be justified in requiring them to file only for those powers which are fairly comprehended within the meaning of the name adopted. Section 472, M. A. S., says that the name shall indicate the business to be carried on by the corporation. In this case the proposed name was "The Land and Improvement Company." Now, the latter word must be limited in its application to the word "Land." The improvements must be such as are naturally applicable to land; otherwise the term could be extended to cover almost any power which can be exercised for the improvement of any object, and that would render the meaning of the last mentioned section unintelligible. But a graver objection to the inclusion of a blanket statement of powers in one set of articles of incorporation grows out of the fact that our Legislature has specified a particular mode of incorporating railroads, ditch companies, telegraph lines, telephone lines, banks, guaranty companies, savings banks, mining companies, gas companies, and it would be impossible to gather all these into one set of articles of incorporation and comply with the requirements of those statutes. For instance, in the proposed articles of incorporation, while the organizers propose to construct ditches, they do not define the location of headgate, or the course of the ditch. The same difficulty exists as to telegraph lines, telephone lines and railroads which they propose. So far as they intimate a power to do banking business, they say nothing about the capital stock devoted exclusively to that business, nor do they attempt to set up any of the other specifications which are required by the act in relation to banking. The State of Colorado, through your office, is interested in the collection of the proper amount of fees required for incorporating companies, and where there is an attempt to gather |