cial acts of the general assembly for the relief of sureties in cases in which it was claimed that the principal was not in fault. Some of these acts are meritorious, many of them improvident, and most of them unconstitutional. It argues nothing in favor of the legislation which is assailed here that sureties sometimes seek to escape from the consequences of their contract of suretyship. The fact remains that those whose interests are protected by personal bond rarely lose. We have not been advised of any necessity for, or general demand for, the abolition of personal security and the substitution therefor of corporate security, and the reasons which we have given persuade us that the public welfare does not require it. ble rights of man which is guaranteed to every citizen by the Bill of Rights (Const. art. 1, § 1), subject only to such restrictions as clearly appear to be for the general welfare. The mere fact that the general assembly has enacted a law which narrows the liberty of contract as to the whole people, or as to a class of citizens, is not decisive. If it were so, the constitutional guaranty might be made a dead letter by bills passed through the procurement of interested parties, or in response to the demands of extremists in times of popular excitement. It is the province of the courts to determine whether a given statute infringes the Constitution, which is the supreme law; and therefore it is within the province of the courts to decide whether the common welfare demands a restriction of the right of But further, not only is the person who individuals to contract freely for their own. gives a bond deprived of the right to obtain benefit or convenience. It is the undoubted it of whomsoever and however he pleases, right of the general assembly to require subject only to the requirement that it realbonds to be given "for the faithful perform-ly protects and secures the obligee, but the ance of official or fiduciary duties, or the obligee is compelled to pay a security comfaithful keeping, applying, or accounting pany for protection. The burden is not put for funds or property, or for one or more on the officer or fiduciary to give protection, such purposes," and to make reasonable re- but on the public or estate to obtain proquirements as to execution, approval, and tection. The requirement of the statute is security to effectuate fully the purposes that an executor, administrator, guardian, thereof. But, unless the public welfare trustee, or other fiduciary shall give a secushould justify and require it, the power of rity company as bondsman, and that the esthe general assembly is so limited by the tate shall pay for it, which is a taking of Constitution (art. 1, § 1) that it cannot private property for private uses without deny or restrict the liberty of the officer compensation; and that a public officer or fiduciary to obtain or contract for a shall give bond with a surety company as bond on terms satisfactory to himself. Be- surety, the premium to be paid out of the fore the enactment of this statute an offi- public funds. The effect of the latter procer was at liberty to present a bond signed vision is to require the state, county, townby personal sureties or by a surety com- ship, or municipality to pay to the enrichpany or companies, as his own interest or ment of security companies each year vastconvenience might suggest. The right of ly more than it would lose by defaulting choice between the classes of sureties is public officials; and it thus becomes evinow denied him. It is now made compul- dent that it would be more economical for sory upon him to give bond signed by sure- the public to become its own insurer of the ty companies, and personal security is in ef- good faith of its officials, which would refect abolished. It is very plain that the se- sult, perhaps, in no official bond in any case. curity companies may be greatly benefited It does not seem to us, therefore, that any by this legislation, but an adequate part of this statute was promoted by concorresponding benefit or protection to the siderations of public necessity or public general public, such as would justify such welfare, and thence it follows that it is an a radical and drastic limitation upon in- unconstitutional restriction upon the libdividual rights, is not apparent. The erty to contract which is guaranteed by amount of loss to the state, county, town- article 1, § 1, of the Constitution of this ship, or municipality on official bonds, or to state. the beneficiaries under bonds of executors, administrators, guardians, trustees, or other fiduciaries, comparatively speaking, is trifling. Indeed, it is possible that the loss is no greater than would result when the bonds shall be signed exclusively by incorporated companies, which sometimes become insolvent as individuals do. It is true that the loss, if any default occurs, falls on the sureties, and that there have been spe It is contended on the part of the respondent that no citizen has an inalienable right to act as a legal representative or public officer; that the general assembly has power to provide for the descent and distribution of estates, and for the appointment and qualifications of executors and administrators, including the giving of bonds; that the general assembly has power to prescribe the manner of election to a public office, and the qualifications therefor; and that it logically follows from these premises that the general assembly has authority to determine the kind and sufficiency of the security to be given. The general soundness of this argument is not to be questioned; but it is pressing the conclusion too far to maintain that the legislature may go beyond the purpose of the security to be given, and may require things to be done which do not increase the protection of the obligee, which abridge individual rights without contributing to the general welfare, and which enrich a designated class of sureties to the exclusion of all oth ers. Such a conclusion would lead not only to violation of article 1, § 1, of our Constitution, as already shown, but of article 1, § 2, also, which declares that "government is instituted for the equal protection and benefit" of the people. This basic principle of the Constitution is also violated when executors, administrators, guardians, trustees, or other fiduciaries whose bonds are fixed at an amount not in excess of $2,000 are excepted from the operation of the act. No good reason for this discrimination is apparent. If personal bonds are a public evil they should be abolished altogether. If bonds signed by surety companies are the only ones fit for the security of estates, all estates should be permitted to enjoy equally both the protection and the benefit. If any discrimination were necessary, it would seem to be the better way to allow all estates, large or small, to procure personal bonds or security-company bonds as they might be able or might prefer, instead of compelling the larger estates to pay tribute to the surety companies, while the smaller estates, presumably less desirable risks to the surety companies, are still permitted to give either personal bonds or bonds of security companies,-if the latter do not reject their applications, as the statute provides that they may do. We do not regard any of the cases cited for the respondent as decisive of the question now before us. The issue raised here is whether the general assembly may make security by security companies exclusive and compulsory. It is not whether corporations may be authorized to secure bonds, nor whether the person giving bond may at his option give a bond signed either by personal securities or by security companies. Our conclusion is that the statute is unconstitutional, and it is accordingly ordered and adjuged that the demurrer to the answer be sustained and a peremptory writ of mandamus allowed. Spear, Ch. J., and Shauck, Price, and Crew, JJ., concur. MICHIGAN SUPREME COURT. place named in the articles of incorporation as the home of the corporation is not its principal business, so as to make it taxable there, where substantially all the business for which it is organized is transacted and its funds kept at another place, under a statute providing that a corporation shall be taxable where its office is located by its charter, provided its business is actually transacted there, but that, if it shall establish its principal office in another place, then the place where it transacts its principal business shall be deemed its residence for purposes of taxation. 2. A statute making all the property of corporations engaged in maritime commerce or navigation taxable only at the place designated in their charters as their general office for business violates a constitutional provision requiring a uniform rate of taxation. VI. Legislative power to fix the situs of property for taxation, 441. VII. Personal property physically present in the taxing jurisdiction, 442. VIII. Tangible property outside the state, 443. IX. Particular classes of property. a. Railroad rolling stock, 445. b. Water craft, 447. X. Conclusion, 450. I. Scope of note. This note is confined to the consideration of cases decided in the United States concerning situs, in the note on Nature of railroad,-wheththe legal places of taxation of the personal | er real estate or personal property, to Webster property of corporations in the states of their Lumber Co. v. Keystone Lumber & Min. Co. 66 origin. It does not deal in general with any L. R. A. 33, div. XI., pp. 51 et seq. questions concerning the taxability of foreign corporations on account of personal property which they own and use outside of their own states, except to present some cases illustrative of the main theme, or those where peculiar circumstances have made a particular corporation, for all practical purposes, a domestic one in a state in which it did not originate. Neither does this note include cases relating to inheritance or succession taxes involving corporate, intangible property interests; and it takes no account of the situs of shares of stock in foreign corporations at the domicil of the stockholder, whether that stockholder be a natural person or a domestic corporation. The purpose of the note is to present the cases pertinent to the maxim, Mobilia personam sequuntur, in its application to taxing a corporation in its home jurisdiction and within the limits of the United States. None of the ground gone over in previous notes in this series respecting the taxation of American corporations is again occupied. For this reason, the reader is referred to the note to Sandford v. Poe, 60 L. R. A. 641, on Corporate taxation and the commerce clause, where the subject of the state power to tax the instruments of commerce and the validity of taxes thereon were treated at length; also to the note on Constitutional equality in the United States in relation to corporate taxation, to Bacon v. State Tax Comrs. 60 L. R. A. 321; also to that part of the note on Taxation of corporate franchises in the United States, to Louisville Tobacco Warehouse Co. v. Kentucky, 57 L. R. A. 33, div. VII. c, 3, pp. 88 et seq., dealing with the inquiry as to what constitutes doing business or employing capital in a state so as to render a corporation amenable to its tax laws; also to the part of the note on the Taxation of manufacturing corporations in the United States, to Williams v. Warren, 64 L. R. A. 33, divs. IV. and V. a, pp. 52-54, dealing with the right of a manufacturing corporation to exemption from taxation in the place where it holds its meetings of stockholders and directors and maintains an office; and finally, to the cases relating to the taxation of railroad property, apparently personal but treated as real, or vice versa, with a corresponding effect upon the question of The questions relating to the taxation of the poles and wires of telegraph, telephone, light, heat, and power companies, street railways, gas and water mains, service pipes, and hydrants are considered to lie outside of the point under annotation, and need not be sought here. For a case holding the mains, pipes, and hydrants of a water company assessable for taxes as part of the real estate and a note of the pertinent decisions, consult Oskaloosa Water Co. v. Board of Equalization, 15 L. R. A. 296. Another case in point in that behalf is Shelbyville Water Co. v. Illinois, 16 L. R. A. 505. For a note upon the residence of corporations for the purposes of jurisdiction in the Federal courts, the reader is referred to Stephens v. St. Louis & S. F. R. Co. 14 L. R. A. 184. II. Essentials of jurisdiction. It is unnecessary to cite more than a few especially apt cases to the point that either the corporation itself, or the property of it taxed, or both, to warrant a state in levying a tax, must be under the dominion of the assessing government. The authority of a legislature to impose taxes extends over all persons and property within the sphere of its territorial jurisdiction; but where there is jurisdiction neither as to persons nor property the imposition of a tax will be ultra vires and void. St. Louis v. Wiggins Ferry Co. 11 Wall. 425, 20 L. ed. 192. Unless either the property or its owner is within a state, that state has no jurisdiction to tax either the one or the other. Dallinger v. Rapello, 14 Fed. 32; Yost v. Lake Erie Transp. Co. 50 C. C. A. 511, 112 Fed. 746. Whether or not choses in action may, under certain circumstances, be subjected to taxation in a state where their owner has no domicil. as several cases decide, they cannot be so taxed unless they have acquired what may be aptly called a business situs at the place of taxation. Herron v. Keeran, 59 Ind. 476, 26 Am. Rep. 87. We readily concede, said the Tennessee supreme court upon a recent occasion, when considering the situs of a corporation, that under the Codes of all civilized nations jurisdiction ends where neither the person nor property cers count of certain steamboats owned by it. | tion Company also for the first meeting of Said steamboats during the season are en- the directors elected at said stockholders' gaged in navigating the Great Lakes, and meeting. Substantially all the other busiare seldom in the city of Detroit. In the ness of said Teagan Transportation Comarticles of incorporation of the first two pany which was not done on its boats was relators the township of Hamtramack, done in the city of Detroit. The manageWayne county, is named as the location of ment of the ordinary business of the last their general offices for business. In the two named relators was carried on by their articles of incorporation of the last-named agent at Cleveland. Their funds, however, relator, viz., the Wolverine Steamship Comexcept those required "to pay the ordinary pany, the village of Utica, Macomb county, is named as the location of its general of running expenses of the boats and the offifice for business. At the place named as and crew," were received and disthe location of their offices relators never bursed by their treasurer at Detroit; and it may be inferred that this official at Detroit decided any business matters "outside the ordinary course" not necessary-that is, as we infer, which he may decide to be not state of their domicil wherein they own property and exercise their functions, regardless of the location of their principal offices. East Tennessee V. & G. R. Co. v. Atlanta & F. R. Co. 15 L. R. A. 109, 49 Fed. 608; Locomotive Engine Safety Truck Co. v. Erie R. Co. 10 Blatch. 307. Fed. Cas. No. 8, 453. had any regular business office. All they did there was to use the office or house of another for their annual stockholders' meeting, and in case of the Teagan Transportaof the defendant is within the territorial jurisdiction of the court. Young v. South Tredegar Iron Co. 85 Tenn. 189, 2 S. W. 202. III. Localization of corporations. The popular sense of the term "inhabitant" is the same as resident, or one who lives in a place. An inhabitant necessarily implies an habitation. It requires no reflection to determine that in this sense a corporation resides nowhere. Hartford F. Ins. Co. v. Hartford, 3 Conn. 15. A corporation as a mere ideal existence subsisting only in contemplation of law, an invisible being, can have no locality, occupy no space, and hence can have no dwelling place, unless the legislature explicitly or impliedly establishes one for it in a particular place. Wood v. Hartford F. Ins. Co. 13 Conn. 202, 33 Am. Dec. 395. The term "inhabitant" includes a corporation occupying an office or building in a town, ward, or village, and there conducting the business for which it was incorporated. Especially is this so with reference to the burdens of taxation for public purposes. Ontario Bank v. Bunnell, 10 Wend. 186. A corporation is an artificial being, and has no dwelling either in its office, its warehouse, its depots, or its ships. Its domicil is in the legal jurisdiction of its origin irrespective of the residence of its officers or the place where its business is transacted. It retains that domicil until it ceases to exist. Merrick v. Van Santvoord, 34 N. Y. 208. A corporation can have no legal existence in any state except by the law of that state. The legal entity or person which exists by force of law when a corporation is created can have no existence beyond the limits of the state which brought it to life and endued it with its faculties and powers. Ohio & M. R. Co. v. Wheeler, 1 Black, 286, 17 L. ed. 130. In the jurisprudence of the United States a corporation is regarded as a citizen of the state which created it. It has no faculty to emigrate. It can exercise its franchise extraterritorially only so far as may be permitted by the policy or comity of other sovereignties. St. Louis v. Wiggins Ferry Co. 11 Wall. 425, 20 L. ed. 192. For the purposes of jurisdiction of the Federal courts corporations are conclusively presumed to be residents of the states in which they were created, and of every district in the When a foreign railroad is authorized to extend and operate its line in another state by a statute thereof, and does so in conformity therewith, it becomes to all intents and purposes, and subject to the same taxation as if, a corporation originating in such state. Com. v. Cleveland, P. & A. R. Co. 29 Pa. 370. When the question is one of taxation it is conceded that railway corporations are persons Constitution of the United States in respect of within the meaning of the provisions of the due process of law and the equal protection of the laws. Cleveland, C. C. & St. L. R. Co. v. Backus, 133 Ind. 513, 18 L. R. A. 729, 33 N. E. 421. And they are also conceded to be persons within the meaning of a state constitutional provision giving every man a remedy by due course of law for injury to person, property, or fame. Ibid. The decisions that corporations are persons, residence, or domicil for the purposes of taxand are deemed to have a local habitation, ation, are harmonious. It is unnecessary to cite them upon this point here; they were exhibited in the writer's note on Constitutional equality in the United States in relation to corporate taxation, div. VII., p. 330, appended to the case of Bacon v. State Tax Comrs. 60 L. R. A. 321. IV. Principal office as domicil. a. In general. In the absence of a statute, the rule is that personalty is to be taxed where the owner resides. Walton County v. Morgan County, 120 Ga. 548, 48 S. E. 243. Personal property, prima facie, is returnable for taxation where the owner resides. Morgan County v. Walton County, 121 Ga. 659, 49 S. E. 776. It is the rule, subject to some qualifications, that personal property, with respect of its taxability, follows the residence of the owner. Sangamon & M. R. Co. v. Morgan County, 14 necessary to submit to the board of di- cipal business shall be deemed its residence rectors. The question of whether relators' property is taxable in the city of Detroit depends upon the constitutional validity and construction of § 3834, Comp. Laws 1897. That section reads: "All corporate property, except where some other provision is made by law, shall be assessed to the corporation as to a natural person, in the name of the corporation. The place where its office is located in its articles of incorporation shall be deemed its residence: Provided, its business is actually transacted at such office; but if it shall establish its I principal office in any other place than the place named in its articles of incorporation, then the place where it transacts its prin Ill. 164, 56 Am. Dec. 497; Kennedy v. St. Louis, It is the general rule of law that the domicil of the owner is the place where, by a legal fiction, his personal property is regarded as having its situs, and where it is to be taxed. Herron v Keeran, 59 Ind. 472, 26 Am. Rep. 87. The place where the business of a merchant is carried on is where he keeps for sale the merchandise in which he deals, not where he purchases or temporarily stores it; and that is its situs for taxation under a statute requiring the personal property pertaining to the business of a merchant to be listed for taxation in the town or district where his business is carried on. Minneapolis & N. Elevator Co. v. Clay County, 60 Minn. 522, 63 N. W. 101. A debt has its situs at the residence of the creditor, and constitutes a portion of his estate there; consequently, for the purposes of taxation both the creditor and the debt are within the jurisdiction of the state which contains that residence. Kirtland v. Hotchkiss, 100 U. S. 497, 25 L. ed. 562. The residence of a corporation is for most legal purposes where its chief office or place of business is, and, except where it is by law otherwise provided, its personal taxes should be paid in that jurisdiction. Frankfort v. Stone, 22 Ky. L. Rep. 502, 58 S. W. 373. A corporation is taxable at its principal place of business under a statute requiring the owner of personal property to be assessed in the town he inhabits. Portland v. Union Mut. L. Ins. Co. 79 Me. 231, 9 Atl. 613. The rule is that personal property, except as otherwise required, shall be listed and assessed for taxation in the county, town, or district where the owner resides, which in the case of a domestic corporation is the place where its principal office or place of business is located. Minneapolis & N. Elevator Co. v. Clay County, 60 Minn. 522, 63 N. W. 101. So far as concerns the taxation of personal property incapable of an actual situs separate from the person or domicil of its owner, a corporation must be considered to reside where its principal office and works are located and its business is transacted. Pacific R. Co. v. Cass County, 53 Mo. 17. The proposition is undoubtedly true that where a corporation has its residence there its personal property is liable to assessment and taxation, if the law has prescribed no dif for all the purposes of this act. If there be no principal office in this state, then at the place in this state where such corporation or agent transacts business: Provided further, that all the personal property of all corporations heretofore or hereafter organized under the laws of this state for the purpose of engaging in maritime commerce or navigation shall be assessed only in the city, village, or township which is stated in their original articles of association or in any amendment thereof heretofore or hereafter made to be the location of their general office for business." This section was § 11 of the general tax law passed in 1893. See act No. 206, p. 358, Acts 1893. As originally enacted, the section contained ferent rule or regulation upon the subject. State ex rel. Kansas City, St. J. & C. B. R. Co. v. Severance, 55 Mo. 378. As a general rule a private corporation will be held to reside in the town where its principal office is established. State, Warren Mfg. Co., Prosecutors, v. Warford, 37 N. J. L. 397. A corporation must be deemed to have a residence at the place where its place of business is. Conroe v. National Protection Ins. Co. 10 How. Pr. 403. The capital or personal property of a domestic corporation in New York is assessable in the ward where the principal financial business of the company is transacted, or, if there is no such office, then in the town or ward where are carried on the corporate operations. People ex rel. Oswego Canal Co. v. Oswego, 6 Thorp. & C. 673. A corporation is embraced by a statute requiring local assessors to set down in the assessment roll all taxable personal property of each person in the taxing district above his debts. People ex rcl. Cornell S. B. Co. v. Dederick, 161 N. Y. 195, 55 N. E. 927. A domestic corporation is taxable upon its personal property in the city where it has its principal office, under a statute declaring all property in the state and all personal property belonging to the inhabitants thereof liable to taxation. Tripp v. Merchants' Mut. F. Ins. Co. 12 R. I. 435. The personal property belonging to a corporation, and not composing a part of its capital stock which is otherwise provided for, is liable to be taxed where the corporation has its place of business, under a revenue law by which all personal property, except in certain enumerated and noninclusive cases, must be assessed to the owner in the town he inhabits. Augusta Bank v. Augusta, 36 Me. 255; Portland, S. & P. R. Co. v. Saco, 60 Me. 196. A corporation is an inhabitant only at its domicil in its own state. A statute directing all personal property in or out of the state to be assessed to the owner in the city or town he inhabits does not warrant the assessment of a foreign insurance company with a local office. Boston Invest. Co.. v. Boston, 158 Mass. 461, 33 N. E. 580. Taxes which are by law collectible only from residents of the districts in which they are assessed are void when levied upon a corporation whose principal place of business is out |