market value of the bonds so deposited. (sec. | tutional. The suggestion is, that it is a tax by 21). There is a limit as to the amount of the the State upon the bonds of the government circulating currency to be issued to these as- which constitute the capital of the bank, and sociations, not to exceed in the aggregate which this court has heretofore decided to be 300,000,000 of dollars. This sum was to be ap- illegal. But this suggestion is scarcely well portioned among the several banks organized founded; for were we to admit, for the sake of under the Act. (Sec. 22.) These notes, after being the argument, this to be a tax of the bonds or signed by the president and cashier, are author- capital stock of the bank, it is but a tax upon ized to be issued and to circulate as money, and the new uses and new privileges conferred by the are to be received at par in all parts of the United charter of the association; it is but a condition States in payment of taxes, excises, public lands, annexed to the enjoyment of this new use and and all other dues to the United States except new application of the bonds; and if Congress for duties on imports; also for all salaries and possessed the power to grant these new rights other debts and demands owing by the United and new privileges, which none of the learned Stases, except interest on the public debt and in counsel has denied, and which the whole arguredemption ofthe national currency. (Sec. 23). ment assumes, then we do not see but the power These associations also possess all the powers to annex the conditions is equally clear and innecessary for carrying on the business of bank- disputable. The question involved is altogether ing by discounting and negotiating promissory a different one from that decided in the previous notes, drafts, bills of exchange and other evi- bank cases, and stands upon different considerdences of debt; by receiving deposits, and sell- ations. The state tax, under this Act of Coning exchange, coin and bullion, by loaning mon- gress, involves no question as to the pledged ey on personal security; by obtaining, issuing faith of the government. The tax is the condiand circulating notes according to the provis- tion for the new rights and privileges conferred ions of this Act, &c. The duration of the char- upon these associations. ter is twenty years. They are also made depositories of public moneys when designated by the Secretary of the Treasury, and may be employed as fiscal agents of the government. Now, these are very great powers and privileges conferred by the Act upon these associations, and which are founded upon a new use and application of these government bonds, especially the privilege of issuing notes to circulate in the community as money, to the amount of ninety per centum of the bonds deposited with the Treasurer, thereby nearly doubling their amount for all the operations and business purposes of the bank. This currency furnishes means and facilities for conducting the operations of the associations, which if used wisely and skillfully, cannot but result in great advantages and profits to all the members of the associations-the shareholders of the bank. In the granting of chartered rights and privileges by government, especially if of great vlaue to the corporators, certain burdens are usually, if not generally, imposed as conditions of the grant. Accordingly we find them in this charter. They are very few, but distinctly stated. They are, first, a duty of one half of one per centum each half year, upon the average amount of its notes in circulation; second, a duty of one quarter of one per centum each half year upon the average amount of its deposits; third, a duty of one quarter of one per centum each half year on the average amount of its capital stock beyond the amount invested in United States bonds and fourth, a state tax upon the shares of the association held by the stockholders, not greater than assessed on other moneyed capital in the State, nor to exceed the rate on shares of stock of state banks. These are the only burdens annexed to the enjoyment of the great chartered rights and privileges that we find in this Act of Congress; and no objection is made to either of them except the last-the limited state taxation. Although it has been suggested, yet it can hardly be said to have been argued, that the provision in the Act of Congress concerning the taxation of the shares by the State is unconsti But, in addition to this view, the tax on the shares is not a tax on the capital of the bank. The corporation is the legal owner of all the property of the bank, real and personal; and within the powers conferred upon it by the charter, and for the purposes for which it was created, can deal with the corporate property as absolutely as a private individual can deal with his own. This is familliar law, and will be found in every work that may be opened on the subject of corporations. A striking exemplification may be seen in the case of The Queen v. Arnoud, 9 Ad. & Ell., N. S., 806. The question related to the registry of a ship owned by a corporation. Lord Denman observed: It appears to me that the British Corporation is, as such, the sole owner of the ship. The individual members of the Corporation are no doubt interested in one sense in the property of the Corporation, as they may derive individual benefits from its increase, or loss from its decrease; but in no legal sense are the individual members the owners." The interest of the shareholder entitles him to participate in the net profits earned by the bank in the employment of its capital, during the existence of its charter, in proportion to the number of his shares; and, upon its dissolution or termination, to his proportion of the property that may remain of the corporation after the payment of its debts. This is a distinct, independent interest or property, held by the shareholder like any other property that may belong to him. Now, it is this interest which the Act of Congress has left subject to taxation by the States, under the limitations prescribed, as will be seen in referring to it. The Act provides as follows: That nothing in this Act shall be construed to prevent all the shares of any of the said associations, held by any person or body corporate, from being included in the valuation of personal property of such person or corporation in the assessment of taxes imposed by and under state authority, at the place where such bank is located, and not elsewhere; but not at a greater rate than is assessed upon other moneyed capital in the hands of individual cit izens of such State; provided further, that the tax so imposed under the laws of any State, upon the shares of the associations, authorized by this Act, shall not exceed the rate imposed upon the shares of any of the banks organized under the authority of State where such association is located: provided, also, that nothing in this Act shall exempt the real estate of associations from either State, county, or municipal taxes, to the same extent, according to its value, as other real estate is taxed." (Sec. 41.) It is said that Congress possesses no power to confer upon a state authority to be exercised which has been exclusively delegated to that body by the Constitution and, consequently, that it cannot confer upon a State the sovereign right of taxation; nor is a State competent to receive a grant of any such power from Congress. We agree to this. But as it respects a subject-matter over which Congress and the States may exercise a concurrent power, but from the exercise of which Congress, by reason of its paramount authority, may exclude the States, there is no doubt Congress may withhold the exercise of that authority and leave the States free to act. An example of this relation existing between the Federal and State Governments is found in the pilot laws of the States, and the health and quarantine laws. The power of taxation under the Constitution, as a general rule, and as has been repeatedly recognized in adjudged cases in this court, is a concurrent power. The qualifications of the rule are the exclusion of the States from the taxation of the means and instruments employed in the exercise of the functions of the Federal Government. The remaining question is, has Congress leg islated in respect to these associations, so as to leave the shares of the stockholders subject to state taxation? sovereign right of the State to tax, but prescribe regulations and duties to these associations, with a view to disembarrass the officers of the State engaged in the exercise of this right. Nothing, it would seem, could be made plainer, or more direct and comprehensive on the subject. The language of the several provisions is so explicit and positive as scarcely to call for judicial construction. Then, as to the shares, and what is intended by the use of the term? The language of the Act is equally explicit and decisive. The persons forming an association are required to make a certificate, which shall specify, among other things, the amount of its capital stock, and the number of shares into which the same shall be divided, the names and places of residence of the shareholders, and the number of shares held by each. Sec. 6. The capital stock shall be divided into shares of $100 each, and shall be deemed personal property. The shareholders of the association shall be held individually responsible, equally and ratably, and not one for another, for all contracts, debts and engagements of such association to the extent of the amount of their stock therein at the par value, in addition to the amount invested in such shares. Sec. 12. In the election of directors, and in deciding all questions at meetings of shareholders, each shareholder shall be entitled to one vote on each share of stock held by him. Sec. 11. Fifty per centum of the capital stock of every association shall be paid in before it shall commence business, and the remainder in installments of at least ten per centum per month till the whole amount is paid: and if any shareholder, or his assignee, shall fail to make the payment, or any installment on his stock, the directors may sell the stock at public auction. Secs. 14, 15. No association shall make any loan or discount on the security of the shares of its own capital. Sec. 35. We have already referred to the main provision of the Act of Congress on this subject, and it will be seen it declares "that nothing in We have already referred to the list of the this Act shall be construed to prevent all the names and residences of the shareholders, and shares in any of the said associations, held by the number of shares, to be kept for the inany person, or body corporate, from being inspection of the state assessors. cluded in the valuation of the personal property of such person or corporation in the assessment of taxes imposed by or under state authority, at the place where such bank is located;" and in another section of the Act (sec. 40) it is declared "that the president and cashier of every such association shall cause to be kept, at all times, a full and correct list of the names and residences of all the shareholders in the association, and the number of shares held by each, in the office where its business is transacted; and such list shall be subject to the inspection of all the shareholders and creditors of the association, and the officers authorized to assess taxes under state authority, during business hours of each day," etc. Now, in view of these several provisions in which the terms shares, and shareholders are mentioned, and the clear and obvious meaning of the term in the connection in which it is found, namely: the whole of the interest in the shares and of the shareholders; when the statute provides, that nothing in this Act shall be construed to prevent all the shares in any of the said associations, &c., from being included in the valuation of the personal property of any person or corporation in the assessment of taxes imposed by state authority, &c., can there be a doubt but that the term " shares," as used in this connection, means the same interest as when used in other portions of the Act? Take, for examples, the use of the term in the certifiThese two provisions-the one declaring that cate of the numbers of shars in the articles of asnothing in the Act shall be construed to pre-sociation, in the division of the capital stock into vent the shares from being included in the val- shares of $100 each; in the personal liability uation of the personal property, &c., in the as- clause, which subjects the shareholder to an sessment of taxes imposed by state authority; amount and, in addition, to the amount inand the other providing for the keeping of the vested in such shares; in the election of directlist of the names and residences of the share-ors, and in deciding all questions at meetings of holders, among other things, for the inspection the stockholders, each share is entitled to one of the officers authorized to assess the state vote; in regulations of the payments of the taxes not only recognize, in express terms, the shares subscribed; and, finally, in the list of shares kept for the inspection of the state assessors. In all these instances, it is manifest that the term as used, means the entire interest of the shareholder; and it would be singular, if in the use of the term in the connection of state taxation, Congress intended a totally different meaning, without any indication of such intent. This is an answer to the argument that the term, as used here, means only the interest of the shareholder as representing the portion of the capital, if any, not invested in the bonds of the government; and that the state assessors must institute an inquiry into the investment of the capital of the bank, and ascertain what portion is invested in these bonds, and make a discrimination in the assessment of the shares. If Congress had intended any such discrimination, it would have been an easy matter to have said so. Certainly, so grave and important a change in the use of this term, if so intended, would not have been left to judicial construction. We think that such taxation is actual, though indirect, taxation of the bonds; that it is matter of doubt whether, under the Constitution, Congress has power, without express reservation in the loan Acts, to authorize such taxation; and that taxation by the States of the shares of national banking associations, without reference to the amount of the capital invested in national securities, is not authorized, nor was intended to be authorized by Congress. We will proceed to state the grounds of this opinion. By an Act passed February 25th, 1863, ch. 58 (12 Stat., 665), Congress provided for the organization of national banking associations for the purpose of enabling the National Government to execute more effectually its constitutional powers and functions; and the Act was amended and re-enacted on the 3d June, 1864, ch. 106 (13 Stat., 99). By these laws the mode of organizing these Upon the whole, after the maturest considera- associations was prescribed, their powers detion we have been able to give to this case, we fined and their duties enjoined. The Secretary are satisfied that the States possess the power to of the Treasury was authorized to employ them tax the whole of the interest of the shareholder as depositories of the public moneys and financial in the shares held by him in these associations, agents of the government, taking, however, sufwithin the limit prescribed by the Act author- ficient security for the faithful performance of izing their organization. But, for the reasons those duties. The general supervision of their stated in the fore part of the opinion, the judg-action was committed to a Controller of the Curment must be reversed and the case remitted to the Court of Appeals of the State of New York, with directions to enter judgment for the plaintiff's in error, with costs. DECISIONS IN No. 286, CHURCHILL V. UTICA. Churchill is the only party against whom judgment was rendered in the court below, and the party who has brought a writ of error to this court. The judgment is reversed and the case remit ted to the court below, for proceedings there as directed in the case of Van Allen and others v. Nolan and others. We refer to the opinion in that case, as governing this one. DECISIONS IN No. 288. WILLIAMS, ETC., V. NOLAN. The opinion in the case of Van Allen and others v. Nolan and others governs this case, and the same judgment must be entered. Judgment reversed and case remitted. Mr. Chief Justice Chase dissenting, (entitled in all three of above cases :) The court is unanimous in the opinion that the judgment of the Court of Appeals of New York must be reversed, because the shares of the national banking associations are not taxed by the law of New York according to one branch of the rule prescribed by the Act of Congress; that is to say, as the shares of the banks of the State are taxed. A minority of the members of the court, how ever, is unable to concur, upon one very important point, with the opinion just read. That opinion maintains the proposition, that under the National Currency Acts, the shares of the capital of national banking associations are subject to state taxation without any reference to the amount of such capital invested in bonds of the United States. Pro rency to be appointed by the President on the posited by the United States; receivable also by The qualities, powers, and duties, as national agencies of these associations, resemble, in almost all essential particulars, those of the Bank of the United States authorized by the Act of April 10th, 1816, ch. 44 (3 Stat., 266). Like that bank, they are organized under national legislation. Their capital, like four fifths of the capital of that bank, is supplied by individual subscriptions. They are employed, like that bank, as agents and depositories of the National Government. While that bank, however, was organized as one great moneyed corporation, with power to establish branches in the several States, subject to its central power, these associations, under the limitations prescribed by Congress, are formed whenever and wherever citizens, possessing the necessary means, see fit to organize under the law; and they are suject to no control except that of the government executing the law. It is also to be remembered that while the notes of that bank represented nothing but securities held by the bank itself, and were expected to form but a small part of the note circulation of the country, the notes of these associations, besides being secured as to immediate redemption by the several associa tions, which pay them out, through the deposit of the United States bonds, are, in substance and to all practical intents, the obligations of the government itself; and are intended, in connection with the notes issued directly by the government, to supply the entire note circulation of all the States and all the Territories of the Union. These observations show that the national banking associations are much more intimately connected in their functions and operations with the National Government, than was the Bank of the United States. They are, therefore, entitled to all the protection and all the immunities to which that bank was entitled. The relations of that bank to the government, and its right to protection from state interference and control, were fully considered in the case of McCulloch v. The State of Maryland, decided in 1819, and again in the case of Osborn v. The Bank of the United States, 9 Wheat., 738, decided in 1824. tion; that these agencies may be organized by the voluntary association of individuals, sanctioned by Congress; that Congress may give to such agencies, so organized, corporate unity, permanence and efficiency; and that such agencies in their being, capital, franchises, and operations, are not subject to the taxing power of the States, have ever been regarded, since those decisions, as settled doctrines of this court. Those decisions were the judgments of great men and great judges. They were pronounced by the most illustrious of their number, and are distinguished by his peculiar clearness and cogency of reasoning. For nearly half a century the principles vindicated by them have borne the keen scrutiny of an enlightened profession and the sharp criticism of able statesmen; and they remain unshaken. All the judges who concurred in them have descended, long since into honored graves; but their judg ments endure, and, gathering vigor from time and general consent, have acquired almost the force of constitutional sanctions. We assume, then, that the national banking associations, as such, and in their powers, functions and operations, are not subject to taxation by the States, on the ground that state laws imposing such taxation are repugnant to the law of Congress by which they are established and sanctioned. The same principle of exemption was applied in 1829, by a judgment of this court in the case of Weston v. Charleston, 2 Pet., 449, to the bonds and other securities of the United States in the hands of individuals. The opinion was delivered by the same great judge who pronounced the two former judgments, and the doctrine was summed up thus: "The tax on government stock is thought by this court to be a tax on the contract, a tax on the power to borrow money on the credit of the United States and, consequently,' to be repugnant to the Constitution; and this doctrine has ever since been maintained as settled law." More recently the same principle has been applied generally to the taxation of the capital of associations and corporations, so far as invested in national securities. This was first done in the case of The Bank of Commerce v. New York, 2 Black, 628 [67 U. S., XVII., 451]. The Legislature of New York imposed taxes on banking capital as upon other real and personal property of individuals according to valuation. This court held that the bonds and other securities of the United States, included in such valuation, were not liable to be taxed by state authority. The Legislature of New Yorx subsequently provided for the taxation of the capital of banks by an arbitrary valuation; that is to say, by requiring the valuation for taxation to be equal to the sum of the capital paid in and secured to be paid in, without reference to its actual value at the time of valuation; and it was then insisted, in behalf of the State Commissioners of Taxes, that this was a tax on the franchise and not on the property, and that no inquiry could be made, therefore, as to the component eleThat Congress may constitutionally organize ments of the capital, with a view to ascertain or constitute agencies for carrying into effect whether any of them were exempt from taxathe national powers granted by the Constitu- tion. But this court held that the tax was really on the property of the bank; and could not be constitutionally assessed upon that part of it which consisted of national bonds and securities. Bank Tax Case 2 Wall., 200 [69 U. S., XVII., 793]. ity. This is, in effect, a stipulation on the part of Congress that the takers of the government loan shall have the right to use the bonds issued to them for any lawful purpose, free from state or municipal taxation. Can Congress, notwithstanding this stipulation, authorize States to tax these bonds indirectly by taxing the capital or the shares of cap And it may now be regarded as settled law that the national securities forming part of the property of individual citizens or associations, or of the capital of banks or banking associa-ital invested in them? tions, are not subject to taxation by or under state authority. But it was urged in argument that, though the capital of a bank, so far as it consists of national securities, is exempt from state taxation, the shares of that capital may be taxed without reference to the legislation of Congress, and without regard to the national securities which they represent. There is sufficient reason, we think, for a negative answer, to make it our duty not to presume without the clearest evidence that Congress has actually authorized such taxation. And were the power to authorize such taxation clear, a superior question would remain-the question of good faith, of public virtue, of national honor. We come, then, to the construction of the Act. If this were admitted, it would follow that the Legislature of New York, by merely shift- In enacting the National Bank Law, Congress ing its taxation from the capital to the shares, must have had in view the great principles almight have avoided the whole effect of the ex-ready established by the decisions of this court: emptions sanctioned by the decisions just cited. (1) that States cannot tax the agencies of the The same tax on the same identical property, National Government; (2) that States cannot without any exemption of national securities, tax the national securities in the hands of inmight have been assessed and collected by dividual citizens; (3) that States cannot tax the adopting the simple expedient of assessment on national securities in which may be invested the shares of capital, instead of the aggregate the whole or a part of the capital of any assoof capital-on the parts instead of the whole. ciation or corporation. The whole tax, too, might have been collected from the very same officers who were authorized by those decisions to refuse payment of so much of it as was derived from national securities, by adopting the equally simple expedient of requiring those officers to deduct the tax on the shares from the accruing dividends, and pay it over to the state collector. They also had in view, doubtless, the exception to exemption suggested by Chief Justice Marshall, in McCulloch v. Maryland, 4 Wheat., 316, when he said, that the opinion of the court did "not extend to a tax paid by the real property of the bank in common with the real property within the State; nor to a tax imposed on the interest which the citizens of Maryland might hold in the institution in common with the property of the same description throughout the State." We do not understand the majority of the court as asserting that shares of capital invested in national securities could be taxed without authority from Congress. We certainly cannot With these principles and this exception in yield our assent to any such proposition. To view, Congress, in order that nothing might be do so would, in our judgment, deprive the de- left to inference, expressly authorized state cisions just cited of all practical value and ef- taxation of the real estate held by the national fect, and make the exemption from state taxa- banking associations, and of the interest of prition of national securities held by banks as in-vate citizen in them. This was done by three vestments of capital, wholly unreal and illusory. We will consider the question, therefore, as one of construction. The majority of the court hold that the Act of Congress rightly construed, subjects the shares of the national associations to taxation by the States, without regard to investment of a part or the whole of their capital in national securities; and that the Act thus construed is warranted by the Constitution. We dissent. It may be well questioned, in our judgment, whether Congress has power under the Constitution to authorize state taxation of national securities, either directly or indirectly. Taxa tion of national securities is taxation upon the contracts of the. United States, and may be regarded, not unreasonably, as impairing their obligation, unless provision is made for such taxation in the laws authorizing the loans for which they are issued. It is not alleged that any such provision is contained in the Acts under which the government issued the bonds held by the national banking associations. On the contrary, these Acts contain express stipulations with the national creditors that the bonds issued under them shall be exempt from taxation by or under state or municipal author provisos to the 41st section, which prescribed the measure and rule of national taxation. These provisos are as follows: (1) "Provided, that nothing in this Act shall be construed to prevent all the shares in any of said associations, held by any person or body corporate, from being included in the valuation of the personal property of such person or corporation in the assessment of taxes imposed by or under state authority, at the place where such bank is located, and not elsewhere, but not at a greater rate than is assessed upon other moneyed capital in the hands of individual citizens of such State. (2) Provided, further, that the tax so imposed under the laws of any State shall not exceed the rate imposed upon the shares in any of the banks organized under authority of the State where such association is located. (3) Provided, also, that nothing in this Act shall exempt the real estate of associations from either state, county, or municipal taxes to the same extent, according to its value, as other real estate is taxed.' We do not doubt the power of Congress to enact these provisos. The only ground upon which exemption from state taxes of the capital, franchises, operations, or property of corpora |