Upon the facts the court below found “ leaving out of consideration any presumption or estoppel due tó the contents and filing of the certificate of incorporation of William Schwarzwaelder & Company, that, at the time of the adoption of the said resolutions, and at all times thereafter and during the month of January, 1896, the business of the said corporation, William Schwarzwaelder & Company, was principally carried on in the city and county of New York, at which place, as matter of fact, the principal business office and place of business of the said corporation was located ; but •during its entire corporate existence the said corporation, William Schwarzwaelder & Company, had a factory in Chichester, in said ■county of Ulster, where it employed over 100.hands to manufacture merchandise to sell in New York county. • This finding is subordinate to finding VI, if any way inconsistent with it.” The finding VI is as follows: “That- the certificate of incorporation of William Schwarzwaelder- & Company, which was filed the 9th day of May, 1893, designated Chichester, Ulster county, in the State of New York, as the location of its principal business office, which is the ■only certificate filed designating its principal business office.”
It is conceded that one of the legal requirements in the filing of the articles of incorporation is that the corporation should therein state .“the location of its principal business office” (Laws of 1892, chap. 691, § 2). By section 30 of the Stock Corporation Law (Chap. 688, Laws of 1892), it is provided that reports showing the financial condition of a corporation shall be “ filed in the office of the secretary of state and in the office of the county clerk of the ■county where its principal business office may be located.” According to Mr. Justice Ingraham, “ a fair construction of this statute would be that it referred to the business office of the corporation as a fact, and not to a business office that existed because of a presumption that arose in consequence of the insertion of a locality in the certificate of incorporation.”
*30This is another way of saying that the business office of the corporation was not to be determined by the statement in the certificate filed, but that it was to be resolved by consideration of where the principal business was transacted, and where, in point of fact, the principal business office • was located. This of course, in every instance, would make the. question determinable by the opinion of the directors and others interested as to the extent and amount of business done by the corporation at any particular place, and in the event of dispute the question would resolve itself into one of fact.
I cannot assent to this construction of the statute which seems to me in conflict, not only with its language, but also with the decisions which have construed similar provisions in other statutes. The question which should control as between the place designated in the certificate of incorporation and the place where, as a matter of fact, the principal business office of the company is located, has arisen frequently in tax cases, and, so far as my attention lias been directed to them, they have always been decided in one way, in favor of the place designated in the certificate of incorporation ; and the reasoning, it will be found, is equally applicable upon the question as to the liability of directors for failure to file a report as upon the status of a corporation for the purpose of taxation.
Thus, in The Western Transportation Company v. Scheu (19 N. Y. 408) it was held that where an act required the designation in the certificate of incorporation of the place in which the principal office for the managing the affairs of the corporation was situated, the certificate is conclusive as to the location therein designated. And in the opinion of Selden, J., in that case, it is said: “ Unless the Legislature intended that the. certificate should be conclusive as. to the location of the principal office, it is difficult to see any adequate motive for requiring the statement to be made. It is in no manner essential to the existence of a corporation that the place of its principal office should, be fixed, or even that it should have any such office, We Can, however, see obvious reasons why it is expedient that, corporations should be deemed to have a location for certain purposes; among which is that of taxation; and that this should be definite and certain, and not subject to fluctuation or doubt. When the question is left open to parol proof serious difficulties and embarrassments must often arise. What .makes the-*31office of a corporation its principal office ? Is it the residence of its officers, or does it depend upon the amount of the business done or the number of clerks kept at a particular office? * * * To avoid disputes upon the subject was, I apprehend, one motive for requiring -the location to be fixed by the certificate. * * * The object of the' Legislature in requiring these corporations to designate the location of their principal office in the certificate filed must have been to produce that certainty on the subject, which could not otherwise be attained, and that the provision did not originate in any supposed necessity for having the ‘ principal office ’ and the place of the principal business of the corporation identical.”
And in Oswego Starch Factory v. Dolloway (21 N. Y. 449) Judge Denio, in writing the opinion, says (p. 454): “ The location established by the certificate could not be changed at the pleasure of the directors or trustees, any more than the corporate name, the .period of existence, or the objects for which the company was formed or the amount of its capital stock. All these particulars,, required to be stated in the certificate, became portions of the legal constitution of the corporation.” (See, also, Union Steamboat Company v. City of Buffalo, 82 N. Y. 351; People ex rel. Knickerbocker Press Co. v. Barker et al., 87 Hun, 341; affd., 147 N. Y. 715.)
As said by Judge Follett in writing the opinion of the General Term in People ex rel. Knickerbocker Press Co. v. Barker (supra) : “ The policy of this State is to require corporations organized under its laws to have a fixed residence or domicile which is deemed to be where it has its principal office or principal place of business. .* *’ * In case the statute under which a corporation is organized requires, that its principal place of business, or its principal office, be designated in its certificate of organization, the statement is as against the corporation conclusive evidence of its residence, unless its residence has been changed pursuant to some statute.”
The law thus established as to the conclusiveness of the statement of the certificate in no way hampers or prevents the corporation from extending its business indefinitely or carrying out the purposes of its incorporation. It simply provides a fixed place where, for the purposes designated in the statute, those interested in the corporation, stockholders, creditors or otherwise, may seek for the necessary information which the statute states they are entitled to receive.
*32If the action of the directors here can be upheld, then the requirements in reference to filing annual reports are easy of evasion, and the task of those dealing with the corporation in obtaining the information to which they would be entitled would be more difficult and uncertain. The certificate filed at the organization of the company, as required by statute, clearly designated and made known to the public a specific place where reports were to be filed ; and it is more consistent with the language and object of the statute and more just, that the directors should be required to continue to file reports in the place designated in the certificate, than that those dealing with the corporation should be compelled to ascertain • whether by resolution- of the directors a change had been made, or to search in every county clerk’s office in the State, to discover where, if at all, the financial condition of the company was stated.
An examination of' prior as well as recent statutes relating to the different classes of corporations embodied in the corporation law of.' the State, will show that there is scarcely an exception wherein there is not a requirement that the certificate of incorporation shall state the location of the principal office of the company. These statutes, moreover, require that at that place many acts are to be performed, making it in the highest, degree important that such place should be fixed and certain and not dependent upon facts which, in many instances, can never be absolutely known till judicially determined..
Thus in the case at bar, although we must assume from the finding of fact that Hew York city was the location of the principal business office, it appears that the factory of the corporation was at Chichester, Ulster county, the place designated in the certificate as the principal business office, and that a considerable part' of its business continued to be transacted ■ there; and while the directors by resolution concluded to regard Hew York city as the place of the principal office, it is not evident to what extent the business done in the office here exceeded that done in the office at Chichester.
Without discussing or elaborating upon it, I think some weight should be attached to the consideration that it was- recently deemed necessary to pass a statute enabling corporations to'change their principal business office, which Would not have been necessary if it could be done by resolution of a board of directors.
I have not overlooked -the case of Wallace v. Walsh (125 N. Y. *3326), principally relied on by the appellant; but it in no way seems to me to militate against. the conclusion at which I have arrived. There the right of a corporation to change the number of its directors from twelve to nine for the purpose of filing a report was questioned, and the court held that such action could not be attacked ■collaterally, and upheld the filing of the report, the decision resting upon the conclusion that the duty of giving information imposed by the statute had been fully complied with. Whether the reports were filed as the result of the action of twelve or nine directors was immaterial, it appearing that the information was furnished by filing the report in the proper place. The purpose and intent of the section of the chapter which we have been discussing, however, "requires reports to be filed in a certain known and definite place, •and it cannot be concluded that the obligation thus imposed lias been met by the filing of reports in some other place.
For the reasons stated I cannot concur in the views of the majority ■of the court, and dissent therefrom, being in favor of an affirmance ■of the judgment, with costs.
Patterson, J., concurred.
Judgment reversed, new trial ordered, costs to appellant to abide event.