
    In the Matter of the Transfer Tax upon the Estate of Mary J. Lyon, Deceased. American Baptist Foreign Mission Society, Appellant; Comptroller of the State of New York, Respondent.
    First Department,
    April 21, 1911.
    Tax—transfer tax—bequest to American Baptist Missionary Union.
    The American Baptist Missionary Union, being a distinct legal entity but . separately incorporated in¡thrée different States including this State, was made a domestic corporation by chapter 649 of" the Laws of 1894. Hence a bequest to said ¡corporation under the form the “American Baptist Missionary Union (Boston, Mass.),” is not subject to a transfer • tax,
    
      A corporation of one State may be made a corporation of another State by the Legislature of the latter.
    The use of the words “Boston, Mass.”, did not make the bequest one to the branch of the corporation situated in Massachusetts, for it is a single legal entity, possessing franchises in the three States, including this, ' and the bequest goes into the same treasury and is administered by the same persons.
    Dowling, J., dissented.
    Appeal by the American Baptist Foreign Mission Society (formerly the American Baptist Missionary Union) from an order of the Surrogate’s Court of the county of New York, entered in said Surrogate’s Court on the 16th day of February, 1911, affirming an order of said Surrogate’s Court entered on the 4th day of October, 1910, assessing, a transfer tax, and also from the order entered on the 4th day of October, 1910.
    
      Mornay Williams, for the appellant.
    
      Thomas E. Rush, for the respondent.
   Miller, J.:

This appeal involves the taxability of a" bequest to the “ American Baptist Missionary Union (Boston, Mass.); ” and the decision turns on whether the said legatee is a domestic corporation. It was originally a Pennsylvania corporation, being incorporated in 1821 under the name “The General Convention of the Baptist Denomination in the United States for Foreign Missions and other important objects relating to the Redeemer’s Kingdom.” On the 13th of March, 1846, an act of the Legislature of the State of Pennsylvania providing that it should “exist as a body corporate and politic, and be known by the name, style and title of the American Baptist Missionary Union ” became a law, and in the same year the Legislature of Massachusetts enacted that it should be “continued a body corporate, with all the powers and privileges and subject to all the duties, liabilities and restrictions set forth in the forty-fourth chapter of the Revised Statutes as far as applicable.” Chapter 649 of the Laws of 1894 of this State provides: “All such persons as now are or may hereafter become members of the American Baptist Missionary Union, incorporated in the State of Pennsylvania, March thirteenth, eighteen hundred’ and forty-six, for the purpose of diffusing the knowledge of the religion of Jesus Christ by means of missions throughout the world, shall be and hereby are constituted a body corporate by the ñamé of 1 The American Baptist Missionary Union.’” It is not disputed that' the American Baptist Missionary Union or- society is a single- body, having a single organization; nor is it disputed that it was reincorporated in this State so as to become a domestic corporation, the rule being recognized that a corporation! of one- State may be made a corporation of another State, biy the Legislature of the latter. (See Louisville, etc., R. Co. v. Louisville Trust Co., 174 U. S. 552, and cases cited by Mr. ¿Justice Gray at p. 562.) The respondent, however, contends that there is a distinct corporate entity in each’State where the I defendant is incorporated, and that by the use of the words “Boston, Mass.,,” the testatrix indicated her' intention to give to the Massachusetts corporation. The respondent relies upon a| class of cases involving the union, consolidation or merger of distinct corporations, e. g., Nashua Railroad v. Lowell Railroad (136 U. S. 356). A consolidation of two or -more distinct | corporations is very different from the incorporation of a singlé body by two or more States. More- . over, in the cases referred to, the question involved was the ¡jurisdiction of the Federal courts,, dependent upon diversity of citizenship.

Theoretically it may entity in each of the t be said that there is a distinct legal iree States; but the substance is the same in all. It is a single body, possessing the franchises and privileges of a domestic corporation in -three States. To say that the bequest is to a foreign corporation merely because the testatrix named the place where its principal office is located, is to substitute form foij substance: . If she had' distinctly said that she intended the bequest to go to the New York corporation,, it would have gone into the same treasury and have been disbursed in the same manner and by the same people.

It is difficult to understand the purpose of the Legislature in incorporating the appellant in this State if not to enable it to receive bequests without being subject to the payment of a tax.

The order should be Reversed and the order assessing the tax should be modified by ¡deducting the amount of the legacy to the appellant from the amount of the taxable estate, with ten , dollars costs and disbursements for the appellant.

Ingraham, P. J., McLaughlin and Scott, JJ., concurred; Dowling, J., dissented.

Order reversed and order assessing tax modified as directed in opinion, with ten dollars costs and disbursements to appellant. Settle order on notice.  