Opinion of the Court, per DENIO, J.

The referee found as matter of law, that the plaintiff was legally taxable for personal property in Oswego; and held, that the assessors having jurisdiction to make the assessment, they were not liable for error in judgment as to its amount. The judgment entered upon the report of the referee having been affirmed at general term, *the plaintiff took this appeal.

Porter, for the appellant.

Curtis and Rhodes, for the respondents.

[ * 451

DENIO, J.-The plaintiff's counsel maintain that there should have been a recovery in the supreme court upon two grounds: first, because the corporation was not liable to taxation on personal property at Oswego, but could only be assessed at Auburn; and, secondly, that it was improperly assessed the sum of $217,500 beyond the amount of its capital, after deducting the value of its real estate; whereas, as they insist, it was only liable to taxation on the nominal amount of its capital over and above the deductions for real estate. A question has been made, whether the defendants were liable to this action for their acts as assessors, assuming that the plaintiffs are right in their positions above mentioned; but the conclusions at which we have arrived render it unnecessary to express an opinion upon this last point.'

I. We think, the corporation was legally assessed and taxed, at Oswego. The act authorizing the creation of corporations for manufacturing purposes (Laws 1848, c. 40) requires that the certificate of incorporation should state (among other particulars) "the names of the town and county in which the operations of the company are

1 Assessors are not personally liable to an action for an erroneous assessment, when acting within their jurisdiction. Western Railroad Co. v. Nolan, 48 N. Y. 513; Clark v. Norton, 49 Ibid. 243; Williams v. Weaver, 75 Ibid. 30.

Opinion of the Court, per DENIO, J.

to be carried on;" and the certificate under which the laintiff's corporation was formed, accordingly declares that the operations of that company shall be carried on at the city of Oswego, in the county of Oswego; and it appears that the plaintiff, in fact, erected the manufactory there, and that all the business of manufacturing was carried on in that city. A portion of the books were kept at the treasurer's office at Auburn, and the general financial affairs were transacted there. If our judgment depended upon the relative proportion of the pecuniary business which was managed at one or the other of the two localities, it would be *necessary to examine * 452 ] more critically the several particular facts found by the referee, in order to ascertain whether they warrant his general conclusion, that the place for transacting the financial concerns and the principal office of the company was at Oswego; but, being of opinion, that the plaintiff could not, within the sense of the provision of the revised statutes, to be presently mentioned, have any principal office for transacting its financial concerns, except at Oswego, we do not pass any judgment upon the question of fact referred to.

The revised statues contain the following provision as to the place of taxing the property of corporations: "The real estate of all incorporated companies, liable to taxation, shall be assessed in the town or ward in which the same shall lie, in the same manner as the real estate of individuals. All the personal estate of every incorporated company, liable to assessment on its capital, shall be assessed in the town or ward where the principal office or place for transacting the financial concerns of the company shall be; but if such company have no principal office or place for transacting its financial concerns, then in the town or ward where the operations of such company shall be carried on." (1 R. S. 389, § 6.

This provision applied to all incorporations liable to taxation on their capital, then existing, and to all such as

Opinion of the Court, per DENIO, J.

should thereafter come into existence, whether their charters, or the certificates under which they were incoporated, when formed under general acts, confined them to any locality or not. The greater number of them were incorporated for carrying on some financial or industrial enterprise, in some particular city or town, and this circumstance of locality was a part of their legal constitution; but a great many were of a character which did not permit them to be confined to any one local division of the state. Navigation companies, turnpike companies, and canal companies, were of this class, and also bridge companies spanning rivers dividing separate local jurisdictions, and some others whose business was of a general nature. In the aggregate, these corporations, unattached to any particular town or city, were very numerous. Without some special provision to meet the case, it would be impossible to determine in what place they [ * 453 were to be assessed on their capital; but as all property of joint-stock corporations was to be taxed somewhere, there would be great uncertainty as to the place of taxation, in such cases, and they might be assessed in the several towns or cities through which their operations extended; and this would be likely to produce a conflict among the different jurisdictions, and to cause much inconvenience to the companies, as well as to the public. It was to remedy this inconvenience, that the provision under consideration was enacted. It was not necessary to limit it, in terms, to those companies having no seat in a particular town or city, for it was assumed that the other class of corporations, namely, those having a fixed residence, would probably have a principal office for conducting their financial business in the town where they were located; and if they did not, the general language at the close of the section would meet their case.

The plaintiff's position would require us to hold, that

2 See People v. Oswego, 6 T. & C. 673; People v. Shields, 6 Hun 556.

Opinion of the Court, per DENIO, J.

a bank or insurance company, chartered to carry on its business in a particular town, for instance in the city of New York, could lawfully establish its financial office in some neighboring town (suppose in the county of Westchester) and in that manner, remove its residence, as regards its liability to contribute to the public burdens, to that suburban jurisdiction, and deprive the municipality of whose local administration it enjoyed the benefit, of any contributien towards the expenses of the local government. We are of opinion, that when the legislature, by the act of incorporation, or the associates, by their certificate or articles executed pursuant to a general law, have attached the corporate body to a particular local division of the state, whether it be a city, town, or entire county, it cannot establish such a principal office as is intended by the provision of the revised statutes, which has been quoted, out of such city, town or county.

The general statute authorizing the formation of corporations of the character of the plaintiff in this action, did not contemplate the creation of companies having no specific location in some town or city. The statement * 454] which was required to be contained in the certificate, and which was actually inserted in the certificate under which this corporation was organized, was intended to serve the same purpose as the declaration usually contained in special acts of incorporation, in which it was stated that the business was to be carried on in a particular town or city. The location established by the certificate could not be changed, at the pleasure of the directors or trustees, any more than the corporate name, the period of existence, or the objects for which the company was formed, or the amount of its capital stock. All these particulars, required to be stated in the certificate, became portions of the legal constitution of the corporation. Some of them, as the kind of manufac turing, and the amount of the capital, might be changed by a vote of the stockholders (§§ 21, 22); but there does

Opinion of the Court, per DENIO, J.

not appear to be any power, short of the legislature, which would enable them to alter the seat of the corporation. It is not intended, to state that every corporate act must necessarily be transacted in the particular locality; on the contrary, such business as the exigency of its affairs requires to be transacted in other parts of the state, or out of the state, may be so transacted; but, under this general power, it could not change its residence, by establishing its principal office in another place.

The Western Transportation Company, respecting which a question lately came before us, as to the place where it was to be taxed, was formed under a general act which provided for the incorporation of navigation companies. That species of business could not, generally, be carried on in a single local jurisdiction, and hence, such a company could not be located in any city or town, in the manner adopted in respect to manufacturing corporations, by requiring its certificate to state the place where its operations should be carried on. If no statement of any locality had been required, the provisions of the revised statutes would have applied to the case, and the assessors would have been obliged to inquire where, in point of fact, its principal financial office had been estabIished. To avoid the necessity of such an inquiry, which might have been attended with difficulty in some [ * 455 cases, the act required the certificate to state "the name of the city or town and county in which the principal office for managing the affairs" of the company should be situated (Laws of 1854, p. 518); and the certificate for the formation of the Western Transportation Company located the office at Tonawanda. We held, that the company could be taxed on its capital only in that town. (Western Transportation Co. v. Scheu, 19 N. Y. 408.)

So far from this being an authority in favor of the position of the plaintiff, as is claimed, we think it shows the cor