2825. Nor because of the uniform 2826. Exemption of shares protected 2827. Whether an exemption granted the shares in the hands of the 2828. An exemption, expressed or im- 2831. Tangible property of corporations 2832. Contrary view that an exemp- 2833. Whether preferred stock exempt from taxation as shares or tax- 2834. Earnings invested in preferred 2835. Not entitled to reduction in re- another corporation, under the 2838. Exemption of corporation exempts dividends of shareholders. 2839. An exemption in favor of stock 2840. Shareholder not entitled to ex- 2854. States and municipalities have no 28.55. Right of the States to tax national bank shares derived wholly from 2856. Text of the Federal statute. 2857. Capital not taxable in solido. 2858. Personal property of such banks 2859. Taxing their circulating notes. 2860. Taxing their surplus, profits, etc. 2861. Taxing a State bank reorganizing 2862. State taxation after insolvency. 2863. Shares and not capital taxable. 2864. What is a tax on capital and what 2865. Municipal taxation of such shares. 2866. Place of assessment and taxation. 2867. What is meant by "moneyed cap- 2868. What constitutes unlawful dis- 2869. Unlawful discrimination as be- tween national banks and State SECTION ARTICLE VI. TAXATION OF DIVIDENDS. 2890. Policy of laying taxes on dividends. 2891. The standard by which to determine what is a dividend under such statutes. 2892. Distinction between a tax on dividends and a tax on capital. 2893. Distinction between a tax on dividends and a license tax. 2894. Franchise tax admeasured upon dividends. 2895. Taxing prospective dividends to the corporation. 2896. Taxing the corporation on dividends already declared and paid. 2897. Taxing dividends paid in reduction of capital. 2898. Taxing dividends arising from damages for condemnation of the property of the corporation. SECTION 2899. Taxing the dividends. 2900. Taxing the dividends of foreign corporations. 2901. Dividing the dividend payable within any year so as to defeat taxation. 2902. Illustration. 2903. Corporation estopped by its own declaration of dividends. 2904. Taxation of dividends declared through mistake. 2905. Taxation of stock dividends. 2906. But not when founded on a mere formal increase of capital. 2907. When tax measured by dividend on paid-up capital. 2908. Taxation of corporate property represented by interest bearing stock certificates. ARTICLE VII. QUESTIONS RELATING TO ASSESSMENT AND COLLECTION. CHAPTER XXIII. CONDITIONAL STOCK SUBSCRIPTIONS. ART. I. VALIDITY OF CONDITIONAL SUBSCRIPTIONS, §§1305-1328. SECTION ARTICLE I. VALIDITY OF CONDITIONAL SUBSCRIPTIONS. 1305. Conditions imposed by the charter. 1306. View that conditional subscriptions are void. 1307. Because not concurrent and hence not obligatory on each at the same time. 1308. Effect of illegal conditions: whether the whole contract void, or the condition merely. 1309. Condition discharged when a fraud on the law, and contract absolute. 1310. Explanation of this principle. 1311. Parol conditions void. 1312. Parol agreements among subscribers. 1313. Subscriptions made for collateral purposes. 1814. Illustrations of such subscriptions. 1315. Contemporaneous parol declarations. 1816. Collateral agreements with third persons. SECTION 1317. View that conditions in subscriptions not contrary to public policy. 1318. Illustrations of good conditional subscriptions. 1319. Other American cases where conditional subscriptions have been upheld. 1320. Illustrative English cases. 1321. Distinction in respect of conditional subscriptions made before and after organization. 1322. Condition that all the stock shall be subscribed. 1328. Waiver of this condition. 1324. Impossible conditions. 1325. Conditions as to assessibility of shares. 1326. Stipulation for the payment of interest on stock subscription. 1327. Validity of conditions as affected by the statute of frauds. 1328. What amounts to an acceptance by the corporation of a subscription upon condition. § 1305. Conditions Imposed by the Charter. - Conditions imposed by the organic law of the corporation enter into and form a part of the contract.1 When, therefore, the charter requires the enterprise to be completed within a certain time, otherwise the franchises granted to be null and void, if it is not completed by that time the subscribers are released, notwithstanding an amendment to the charter, procured subsequently to the contract of subscription, extending the time, unless the subscriber assists in procuring the amendment, or assents thereto.1 § 1306. View that Conditional Subscriptions are Void.There is a difference of opinion on the question of the validity of a conditional subscription to the shares of stock of corporations organized to build railroads, or plank roads, or for other public purposes. It has been held, in cases chiefly turning on the language of local statutes, and, for the most part, where the subscriptions were made prior to the formation of the corporations, that conditional subscriptions are void, because contrary to public policy, or to the charter or other statute under which they are taken. But a subscription to a fund to be donated to a railroad company,- not being a subscription to its stock - provided it will build a bridge at a certain point, has been held valid and enforceable. Nor does this principle apply to a condition that the subscription shall not be enforceable until the full amount intended to be raised shall have been subscribed. On the contrary, such a condition is a condition precedent, which must be performed before an action can be made thereon." 3 § 1307. Because not Concurrent and hence not Obligatory on Each at the Same Time. The validity of such subscriptions has been denied on the further ground that the contract, in order to be binding, must be "concurrent and obligatory on each at the same time." 5 The theory seems to be that, as the corpora 1 Union Hotel Co. v. Hersee, 15 Hun (N. Y.), 371; Ante, §§ 1273, 1296. 2 Butternuts Turnp. Co. v. North, 1 Hill (N. Y.), 518; Macedon Plank Road Co. v. Lapham, 18 Barb. (N. Y.) 318; Ft. Edwards &c. Plank Road Co. v. Payne, 15 N. Y. 583. Macedon &c. Plank Road Co. v. Snediker, 18 Barb. (N. Y.) 317. 3 Cumberland Valiey R. Co. v. Baab, 9 Watts (Pa.), 458: s. c. 36 Am. Dec. 132. 4 Belfast &c. R. Co. v. Cottrell, 66 Me. 185; Belfast &c. R. Co. v. Moore, 60 Me. 561; Penobscot &c. R. Co. v. Dunn, 66 Me. 185; post, § 1322. 5 Macedon &c. Plank Road Co. v. Snediker, 18 Barb. (N. Y.) 317. See |