CHAPTER 562

AN ACT to amend and reenact §§ 58-445 as amended, 58-447 as amended,
58-458, and 58-468 as amended, of the Code of Virginia, and to repeal
§ 58-448 of the Code, all of which sections relate to certain fees and
taxes assessed against corporations. (8 137)

Approved March 29, 1958

Be it enacted by the General Assembly of Virginia:

1. That is 58-445 as amended, 58-447 as amended, 58-458, and 58-463
as amended, of the Code of Virginia be amended and reenacted as follows:

§ 58-445. Whenever by articles of amendment or articles of merger,
the maximum authorized capital stock of any domestic or foreign corpo-
ration or of the surviving corporation is increased, the charter or entrance
fee to be charged shall be an amount equal to the difference between
the amount already paid as a charter or entrance 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 or entrance 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 or ap-
plication for authority to transact business.

§ 58-447. No charter fee shall be payable by any corporation * on
the filing of articles of merger or consolidation if one of the merging or
consolidating corporations is a foreign corporation and if the * surviving
corporation is not to be * a domestic corporation.

§ 58-458. The State Corporation Commission shall ascertain the
amount of the authorized maximum capital stock of each such corpora-
tion, company or association as of the first day of January in each year
and shall assess against each such corporation, company or association the
State franchise tax herein imposed and a statement of such assessment,
when made, shall be forwarded by the clerk of the State Corporation
Commission before the fifteenth day of February to * each such corpora-
tion, company or association by ordinary first class mail.

5 ee The State Corporation Commission shall not issue any
certificate of incorporation or of amendment or of merger or of con-
solidation 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 dis-
solution by incorporators under the provisions of § 138.1-79 without re-
quiring 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 Commonwealth on account of any such assess-
ment, except as provided hereinafter; and provided, that no corporation
which complies with the provisions of law as to dissolution and files
the * articles of dissolution in the office of the Commission, or whose in-
corporators 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 registration fee for that year.
The Commission shall enter an order withdrawing and cancelling the
assessments above specified remaining unpaid. Assessments that have
been paid shall not be refunded.

2. That § 58-448 of the Code of Virginia is repealed.