CHAPTER 439

An Act to amend and reenact §§ 58-431, 58-445, 58-447, 58-459 and
58-468, relating to fees and taxes payable by corporations, the filing of
returns and the effect of failure to pay taxes and file returns; and to
repeal §§ 58-446, 58-452 and 58-458, relating to tax payments by
corporations.

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CH. 439] ACTS OF ASSEMBLY 627

Be it enacted by the General Assembly of Virginia:

1. " Tat § 58-431 of the Code of Virginia is hereby amended and reenacted
as follows:

§ 58-431. Where corporations to file—Every corporation chartered
under the laws of this State and owning any taxable intangible personal
property but not having a registered office shall file a return * with the
commissioner of the revenue for the county or city in which the principal
otis of the corporation is located by the terms of its certificate of incor-
poration.

Every corporation chartered under the laws of a state or country other
than this State and owning any intangible personal property, taxable in
this State, but not having a registered office shall file a return * with the
commissioner of the revenue for the county or city in which is located
the place designated by the corporation as the office in this State at which
all claims against the corporation may be ordered, settled and paid.

Every corporation having a registered office shall file such returns with
the commissioner of the revenue for the county or city in which the regis-
tered office of the corporation is located.

2. That § 58-446 of the Code of Virginia is hereby amended and reenacted
as follows:

§ 58-445. Charter fees on changes in authorized maximum capital
stock.—Whenever by articles of amendment or articles of merger the
maximum authorized capital stock of any corporation or of the surviving
corporation is increased, the charter fee to be charged shall be an amount
equal to the difference between the amount already paid as a charter fee
by such corporation and the amount that would be required by this chapter
to be paid if the increased maximum authorized capital stock were being
stated at that time in original articles of incorporation. If no charter fee
has been heretofore paid to this State, or upon any consolidation of two or
more corporations into a new corporation, the amount to be paid shall be
the same as would have to be paid on original incorporation.

8. That § 58-447 of the Code of Virginia is hereby amended and reenacted
as follows:

§ 58-447. Fee on merger or consolidation with foreign corporation.—
No charter fee shall be payable by any corporation for the filing of articles
of merger or consolidation if one of the merging or consolidating corpora-
tions is a foreign corporation and if the merged or consolidated corpora-
tion is not to be incorporated under and governed by the laws of this State.
4. That § 58-459 of the Code of Virginia is hereby amended and reenacted
as follows:

§ 58-459. Effect of failure to pay annual franchise tax; penalty.*—
Any such corporation, company or association failing to pay the annual
State franchise tax into the State treasury within the time prescribed shall
incur a penalty thereon of five per centum and interest at the rate of six per
centum per annum on the total amount of tax and penalty from the date
wien. the same was due until paid, which shall be added to the amount of

e tax.

5. That § 58-463 of the Code of Virginia is hereby amended and reenacted
as follows:

§ 58-463. Payment of tax prerequisite to Commission action; excep-
tions.—* The State Corporation Commission shall not issue any certificate
of incorporation or of amendment or of merger or of consolidation or of
dissolution until all franchise taxes, registration fees, other taxes, fees and
dues, assessed by the * Commission * shall have been paid; provided, that
a certificate may be issued upon a voluntary * dissolution by incorporators
under the provisions of § 18.1-79 without requiring prepayment of such
taxes, fees and dues, but the issuance of such certificate shall not have the
effect of releasing any obligation that has accrued in favor of the Common-
wealth on account of any such assessment, except as provided hereinafter ;
and provided, that no corporation which complies with the provisions of
law as to dissolution and files the consent to dissolution in the office of the
Commission, or whose incorporators * file voluntary articles of dissolution
in accordance with the provisions of * § 13.1-79, prior to the fifteenth day
of February in any year, shall be required to pay the registration fee or
franchise tax for that year, nor shall any foreign corporation which
surrenders its certificate of authority to do business in this State prior
to the fifteenth day of February in any year be required to pay the registra-
tion fee for that year. The Commission shall enter an order withdrawing
and cancelling the assessments above specified remaining unpaid. *

6. Cee §§ 58-446, 58-452 and 58-453 of the Code of Virginia are hereby.
repealed.

7. That the provisions hereof shall become effective January one, nine-
teen hundred fifty-seven.