(concurring.) The concurrence of three things in the defendant’s organization is essential to make the defendant liable for this tax: (1) It must be a corporation organized under a general or special law of this state. (2) It must have capital stock divided into shares. (3) It must carry on its operations wholly or partly within tills state. If the defendant, by its organization, embraces all the above requisites, then it comes within the provisions of chapter 403 of the Laws of 1886, as amended by chapter 284 of the Laws of 1887, which provides that any corporation incorporated by and under any general or special law of this state, having capital stock divided into shares, shall pay a tax of one-eighth o£ 1 per cent, on its capital stock into the treasury of the state. The defendant is a corporation incorporated under the laws of this state, pursuant to the provisions of chapter 917 of the Laws-of 1869, as amended by chapter 685 of the Laws of 1881, by making, perfecting, and filing agreements of consolidation in the office of the secretary of state, as provided by section 3 of the-act of 1869, which declares that, by the performance of those acts, it “shall be deemed a corporation, and by section 4 of that act such consolidation company is called the new corporation.” It seems conceded that the aggregate stock of the old corporation becomes the stock of such new corporation; it therefore has stock divided into shares. It is doing some of its business in this state, and is thus brought within that provision of the statute. It is true that some of its constituent parts are the *641corporations ol other states organized under their laws. But if they by a verbal agreement attach themselves to a corporation in this state, and accept of a franchise under its laws, and thus by their charter become a corporation under the laws of the state of Hew York, there seems to be no reason why they should avail themselves of that privilege without being subject to the conditions under which the grant of that franchise is made. It is doubtless true that the original corporations, by the act of consolidation, do not thereby absolve their allegiance or obligations to their own state, or the state by which they were chartered; but, in so far as they constitute by their consolidation a part of the new corporation under the charter which they have voluntarily assumed in this state, they become a new corporation, organized under the laws of this state, and as such new organization must pay the franchise tax imposed as this condition of their charter.