dissenting.
I respectfully dissent because this case is directly controlled by Roberts v. Lipson, 231 Ga. 142, 145 (200 SE2d 722) (1973). In Roberts we held:
Under the law as it existed when the Georgia Business Corporation Code was adopted, we are convinced and we hold that the General Assembly did not intend to grant to undomesticated foreign corporations which qualified to do business in Georgia an exemption of their stock from intangible tax.
Until 1988, when the General Assembly’s amendment to OCGA § 48-6-20 became effective to redefine corporations such as Home Depot as domesticated foreign corporations, Home Depot was an undomesticated foreign corporation qualified to do business in Georgia. Thus, Home Depot was for the years in question (1986 and 1987) in precisely the same situation as the corporation under consideration in Roberts and the holding in that case requires affirmance of the trial court’s order.
Moreover, it is undisputed that the express language of the law in effect during 1986 and 1987 did not exempt the shares of Home Depot from intangible tax for those years. As noted by the majority, “tax exemptions are to be strictly construed and doubts resolved in favor of taxability.” Further, an “ ‘exemption will not be held to be conferred unless the terms under which it is granted clearly and distinctly show that such was the intention of the Legislature.’ [Cits.]” *73(Emphasis supplied.) Roberts at 145.
Decided March 13, 1990 — Reconsideration denied March 29, 1990. Smith, Gambrell & Russell, E. Kendrick Smith, William B. Wood, for appellants. Michael J. Bowers, Attorney General, Patricia H. Coote, for appellee.Had Home Depot chosen to incorporate in Georgia, it would have been a domestic corporation, eligible for the intangible tax exemption. However, Home Depot’s incorporators chose to incorporate in Delaware and transact business in Georgia under a certificate of authority. Assuming, for the sake of argument, that so plain a statute invites an inquiry into legislative intent, such intent is to exclude an exemption for Home Depot for the years in question. In 1968 when the Legislature amended the Georgia Business Code, it provided that foreign corporations operating under a certificate of authority were no longer entitled to the “rights, privileges and immunities” of domestic corporations. Former Code Ann. § 22-1601 (repealed by 1968 Ga. Laws, p. 565, § 1). See Head v. Rich, 190 Ga. 680 (10 SE2d 183) (1940). The Legislature specifically omitted the provision of immunities for such corporations, providing only that those corporations had “the same but no greater rights and privileges” as domestic corporations, Code Ann. § 22-1402. Home Depot’s incorporators chose to incorporate in Delaware in 1979, six years after this court’s holding in Roberts that stockholders of such corporations were not exempt from intangible tax under the 1968 Business Corporation Code, and eleven years after the Code deleted the entitlement of domesticated foreign corporations to the “immunities” of domestic corporations.
There is no clear and distinct showing of legislative intent to allow an exemption to shareholders of corporations such as Home Depot for the years 1986 and 1987. The 1988 amendment no doubt reflects a present (as of 1988) intent to exempt shareholders of corporations such as Home Depot. It may even suggest the General Assembly disagreed with the Revenue Commissioner’s stance regarding the exemptions. The 1988 amendment cannot, however, satisfy a determination of legislative intent of the 1968 Georgia Business Corporation Code, which is foreclosed by the plain language of that act and by this court’s holding in Roberts. Nor is there anything in the 1988 amendment to indicate an intent that it be applied retroactively to the years 1986 and 1987. Accordingly, I would affirm the trial court’s decision upholding the Revenue Commissioner’s assessment.
I am authorized to state that Justice Fletcher joins in this dissent.