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ever name the same shall be known at the time of the rendition of said judgment, shall be liable for the said judgment or judgments so obtained, and the board of county commissioners of Wilson County shall levy taxes for the payment of such judgment or judgments or for the payment of the said bonds, coupons, interest, and cost accruing upon the same, upon the property and subjects of taxation within that territory now comprised within the boundaries of Wilson Township; that no other property or subjects of taxation in Wilson County except that contained within the boundaries of Wilson Township, as now established, shall be liable for the payment of the said bonds, coupons, interest or cost or subject to the levy of any taxes for that purpose; that the board of commissioners of Wilson County may bring and maintain any and all actions or suits necessary touching said bonds or in respect thereto to the same extent as if said bonds were issued by them for the whole county of Wilson; that the holders of the said bonds shall have a first lien on any money in the hands of the board of commissioners of Wilson County held by them for the purpose of working the roads of Wilson Township until all interest coupons due have been paid."
Section 7 provides that the road commission of Wilson Township shall have power to sell the bonds. Section 9 provides that the interest on the bonds shall be paid out of the equitable share of Wilson Township in the general road fund of Wilson County and that, in case of such equitable share be not sufficient, the commissioners of Wilson County may levy a tax on all the property and subjects of taxation in Wilson Township to pay said interest. The bonds issued under this act, according to the copy submitted to me, recite that they are issued under the provisions of the said act in order to secure good roads for Wilson Township; they are signed by the chairman of the board of commissioners of Wilson County, but only purpose to bind the county “ to the levying and collection of the necessary tax for the prompt payment of the principal and interest of this bond at maturity.”
It is clear that the intent of the legislature in the act aforesaid was to make the bonds issued in pursuance of the authority conferred by the act the bonds of Wilson Township, and that the board of commissioners of Wilson County, in conducting the election, issuing the bonds, levying the tax, and doing the other acts imposed upon them by the statute, are merely the agents of the township. The election provided for in the first section is to determine - whether or not Wilson Township
shall issue bonds.” Only qualified voters of the township vote at the election. The bonds (by sec. 6) are to be denominated “ Wilson Township good roads bonds.” They are merely to be signed by the chairman of the board of commissioners of the county, and when executed are to be delivered to the road commission of the township (ibid.). Wilson Township is to be liable for their payment, and, if judgment be rendered on them against the commissioners, the township shall be liable for said judgment, and a tax shall be levied on the property and subjects of taxation in the township to pay the same. (Sec. 6.) The tax, both by the constitution (Art. VII, sec. 9) and by the act, must be upon all the property within the township ad valorem.
That these bonds issued under such provisions of law are in fact the obligations of the township and not of the county is determined by Jones v. Commissioners, and McLeod v. Commissioners, supra, the former case, especially, being precisely in point.
I am, therefore, of the opinion that these Wilson Township good roads bonds are a proper charge that may be paid out of taxes levied against all the property, both real and personal, that is contained within the limits of the place that issues the bonds without any restrictions or limitations,” and that, not being the bonds of Wilson County, they are not subject to the objection to which you refer. Respectfully,
GEORGE W. WICKERSHAM.
The PosTMASTER GENERAL.
PHILIPPINE ISLANDS_STATUS OF FOREIGN CORPO
Foreign corporations may freely engage in industrial pursuits in
the Philippine Islands, provided they obtain a license from the
Philippine Government for that purpose. Corporations, domestic and foreign alike, may purchase or lease
such amounts of real estate as may be reasonably necessary to enable them to carry out those purposes for which they were created, but are prohibited from conducting the business of buying and selling real estate and, and if they be corporations engaged in agriculture, from owning and controlling over 1.024
hectares of land. Belgian corporations enjoy the same rights and advantages in the
Philippine Islands as American corporations; the only distinction being that the exploration and occupation of mineral lands and the purchase of nonmineral agricultural public land is confined to citizens of the United States and of the Philippine Islands.
DEPARTMENT OF JUSTICE,
May 27, 1912. SIR: I have the honor to acknowledge the receipt of your letter of the 11th instant, inclosing a translation of a list of questions submitted to your department by the Belgian minister at this capital, relative to the status of foreign corporations in the Philippines, and requesting my opinion on the legal questions involved.
The list of questions submitted by the Belgian minister is as follows:
“1. May a Belgian corporation engage in industrial pursuits in the Philippines, and, if occasion offers, purchase and lease land for cultivation or build factories thereon, or can this only be done by an American corporation ?
“ 2. If the first proposition can be carried out, would the Belgian corporation enjoy the same rights and advantages as an American corporation; or would a foreign corporation be subjected to special conditions? What, if any, are those special conditions?
“3. If the first proposition is not feasible, that is to say, if it be necessary to organize an American corporation, how could a Belgian group looking into business transactions in the Philippines practically conceive the creation of such an organism?"
1. A foreign corporation may freely engage in industrial pursuits in the Philippines, provided it obtain a license for that purpose from the chief of the division of archives, patents, copyrights, and trade-marks of the executive bureau. This license is to be obtained, in the case of banks, savings and loan banks, trust corporations, and banking institutions of all kinds, from the secretary of finance and justice; and, in the case of all other foreign corporations, from the secretary of commerce and police. The orders a foresaid can only be obtained upon a statement under oath of the managing agent of the corporation, showing to the satisfaction of the proper secretary that the corporation is solvent and in sound financial condition, and setting forth other facts which are particularized in section 3579 of the Compiled Acts of the Philippine Commission of 1907. A foreign corporation obtaining such a license is, by section 3584,“ bound by all laws, rules, and regulations applicable to domestic corporations of the same class, save and except such only as provide for the creation, formation, organization, or dissolution of corporations or such as fix the relations, liabilities, responsibilities, or duties of members, stockholders, or officers of corporations to each other or to the corporation.”
In regard to the purchase and lease of land by a foreign corporation, the same restrictions and limitations apply as apply to a Philippine corporation. These are prescribed by section 75 of the organic act of July 1, 1902, and section 3524 (e) of the Compiled Laws of 1907. Under those provisions a corporation, either domestic or foreign, may purchase or lease such amount of real estate as may be reasonably necessary to enable it to carry out those purposes for which it was created, but is prohibited from conducting the business of buying and selling real estate and, if it be a corporation engaged in agriculture, from owning and controlling over 1,024 hectares of land (28 Op. 258; 3 Op. A. G. Philippine Islands, 346; 4 ibid. 61).
2. In general, a Belgian corporation would enjoy the same rights and advantages in the Philippines as an American corporation. Indeed, the attorney general of the Philippine Islands has held that a corporation organized
under the laws of the United States does not differ, in so far as the Philippine laws are concerned, from any other foreign corporation (3 Op. A. G. Philippine Islands, 322).
The only provisions of the Philippine laws which make any distinction between corporations organized under the laws of the United States and Belgian corporations are: (1) Sections 21 and 35 of the organic act of July 1, 1902, which confine the exploration and occupation of mineral lands to citizens of the United States or of the Philippine Islands; and (2) section 979 of the Compiled Laws of 1907, which makes the same restriction as to the purchase of nonmineral agricultural public land in the Philippine Islands. Respectfully,
GEORGE W. WICKERSHAM.
The SECRETARY OF STATE.
RECLAMATION OF ARID LANDS-FILING OF AGREEMENTS.
Agreements entered into by the States to reclaim arid lands pur
suant to section 4 of the act of August 18, 1894 (28 Stat. 422), known as the Carey Act, are not within the purview of sections 3744 and 3745 of the Revised Statutes and hence there is no necessity for filing copies thereof in the Returns Office of the
Department of the Interior. These agreements when executed and approved by the President
form a part of the records of the General Land Office and there would seem to be no reason for changing the departmental practice of filing them in that office.
DEPARTMENT OF JUSTICE,
June 1, 1912. SIR: I have the honor to reply to your letter of the 25th ultimo, asking to be advised whether agreements entered into with certain States pursuant to section 4 of the act of August 18, 1894, known as the Carey Act, must be executed and returned to the Returns Office of the Department of the Interior in accordance with sections 3744 and 3745 of the Revised Statutes.