For the prosecutor, Edward E. Barker (Andrew B. Crummy, of counsel).
For the respondents, James F. X. O'Brien (Vincent J. Casale, of counsel).
Before Justices Bodine, Heher and Perskie.
The opinion of the court was delivered by
PERSKIE, J. Where, within the state, is the location of the "chief" office of a corporation for the purpose of levying a personal property tax upon its intangibles pursuant to our
General Tax act (Pamph. L. 1918, ch. 236, pp. 847, et seq.), when the registered or principle office only of that corporation is in one taxing district and most of the business of that corporation is done in another taxing district?
The stipulated facts disclose that the prosecutor was incorporated under our General Corporation act on December 26th, 1914; that its registered office is 490 Main street, East Orange, New Jersey. No business, however, is conducted there; no persons are employed there, and the intangible property of the corporation is not taxed there. Prosecutor operates two places of business for the sale of automobiles; one is in Newark, New Jersey, where its corporate books are kept and where most of the business is done, and the other is in Belleville, New Jersey. Prosecutor filed a personal property tax return for the year 1936 with the city of Newark, in which taxable assets, exclusive of intangibles, in the amount of $27,598.32 were shown. It is conceded that this item is subject to taxation by the city of Newark. As a matter of fact, prosecutor's contention before us is that the ultimate assessment as made be reduced to this figure. Its intangible assets totaled $46,595.90. A claim for deduction for liabilities and debts due creditors, amounting to $85,395.56 was filed. This claim was not allowed because it was not in statutory form; neither was it signed nor sworn to. The disallowance of this claim, although assigned as a ground for setting aside the assessment, is not argued. We, therefore, consider it abandoned. Marten v. Brown, 81 N.J.L. 599; 80 A. 476; Bahrey v. Poniatishin, 95 N.J.L. 128; 112 A. 481; Eggert v. Mutual Grocery Co., 111 N.J.L. 502, 503; 168 A. 312. Notwithstanding the disallowance for deductions, the taxing district of Newark assessed prosecutor's property, tangible and intangibles, at $50,000. Just how this round figure was determined is not made to appear. Prosecutor, however, expressly states that it "makes no point" on this score. An appeal was taken to the state board of tax appeals which affirmed the assessment as made. This court granted certiorari.
It is, of course, well settled that intangibles are taxable at the domicil of the owner. Blodgett v. Silberman, 277 U.S. 1; Farmers Loan and Trust Co. v. Minnesota, 280 Id. 204; Newark Fire Insurance Co. v. State Board of Tax Appeals, 118 N.J.L. 525, 528; 193 A. 912. Our General Tax act provides that the personal property of a corporation be taxed the same as that of an individual (Pamph. L. 1918, p. 856, § 305), and that "corporations of this state shall be regarded as residents and inhabitants of the taxing district where their chief office is located * * *." (Id.) (Italics supplied.) Thus the prosecutor's domicil for the purpose of taxation is at its "chief" office, and the taxing district wherein that office is located alone has power to levy a personal property tax upon its intangibles. Where, then, is the "chief" office of a corporation for this purpose?
Our Corporation act (1896) as amended and supplemented furnishes little, if any, aid in answer to this question. While that act speaks of "principal" and "registered" offices synonymously (section 43b), it establishes such offices merely as the place where service may be made upon a registered agent (section 126b); where the stock and transfer books of the corporation are to be kept (section 33); and where notices to the corporation may be sent (section 43c); but it does not provide that the "principal" or "registered" office be the "chief" office for the purpose of taxation.
We have no decisions in our state directly on point. With us the problem is one of first impression. None of the cases cited is on point. The case of State v. Haight, 30 N.J.L. 447, is of no avail because in that case Jersey City was the only possible taxing district. There was nothing in the record, as here, to indicate the presence of a "registered" or "principal" office in one taxing district, with most of the business being done through another office in another taxing district. And what has been written concerning the inapplicability of State v. Haight, supra, ...