
    NATIONAL LEAD COMPANY, RELATOR, v. SAMUEL D. DICKINSON, SECRETARY OF STATE.
    Submitted December 8, 1903
    Decided February 24, 1904.
    Under section 114 of the Corporation act of 1896 a corporation extending its corporate existence is required to pay the same fees as fixed for the original certificate of incorporation, and is not relieved of this obligation by extending its corporate existence under the form of “an amended certificate of organization.”
    On mandamus.
    
    Before Justices Garrison and Garretson.
    For the relator, James B. Yredenburgh and Albert C. Wall.
    
    For the defendant, Robert H. McCarter, attorney-general.
   The opinion of the court was delivered by

Garretson, J.

The relator asks for a writ of mandamus upon the secretary of state, requiring him to file a certificate changing the period of existence of the relator from fifty years to perpetual upon paying a fee of $20.

The relator filed its original certificate of organization December 8th, 1891, and that certificate contained this clause: “The period at which the company shall commence is the seventh day of December, A. d. eighteen hundred and ninety-one, and the period at which it shall terminate is the sixth day of December A. d. nineteen hundred and forty-one.” On June 3d, 1903, the relator presented for filing a “certificate of amendment of original certificate of incorporation,” one of the sections of which was: “Seventh. That paragraph twelve of said certificate of incorporation be omitted and that there be substituted in its place the following words: YI. The duration of the corporation shall be perpetual.” Upon tendering this certificate of amendment to the secretary of state and tendering a fee of $20, he refused to file it except on receipt of a fee of $6,000.

This refusal was based on the ground that the certificate was one extending the corporate existence of the company and therefore it was required that a fee be paid of $6,000, being 20 cents for each $1,000 of its capital stock of $30,000,000. Section 27 of the Corporation act of 1896 provides that every corporation organized under it may extend its corporate existence by following a certain procedure and filing a certificate thereof in the office of the secretary of state. Section 114 of the same act provides: “On filing any certificate or other paper relative to corporations in the office of the secretary of slate the following fees and taxes shall be paid to the secretary of state for the use of the state * * * extension or renewal of corporate existence of any corporation the same as required for the original certificate of organization by this act.” This clause immediately follows in the same section that fixes the fees for the filing of original certificates of incorporation. The next clause in the same section is: “dissolution of corporation, change of name, change of nature of business, amended certificates of organization (other than those authorizing increase of capital stock), decrease of capital stock, increase or decrease of par value or number of shares, twenty dollars.” Pamph. L. 1896, p. 315.

The claim of the relator is that, as this is an “amended certificate of organization,” the only fee required is $20, but when the act expressly provides that on filing “any certificate or other paper” for the extension or renewal of corporate existence the same fee shall,be paid as required for the original certificate of organization, it cannot be that by calling the paper to be filed an amended certificate of organization the payment of the fee expressly authorized can be avoided.

The application for mandamus is denied.  