delivered the opinion of the court,
The 16th section of the Revenue Act of June 7th 1879 provides that no foreign corporation, except foreign insurance companies, &c., shall have an office in this commonwealth for the use of its officers, stockholders, agents, or employes, without first having obtained from the auditor-general a license to do so; for which license every such corporation shall pay “ annually one-fourth of a mill on each dollar of the capital stock which said company is authorized to have.” “ Provided, That no license shall be necessary for any corporation paying a tax under any previous section of this act, or whose capital stock, or a majority thereof, is owned or controlled by a corporation of this state which doés pay a tax under any previous section of this act.”
It is admitted that the defendant company was incorporated by Act of Congress for the purpose of constructing and operating a railroad from a point in the state of Texas to San Diego, California, with an authorized capital, not exceeding $50,000,000, less than one-sixth of which was issued, and that the company has not invested or used its capital in this Commonwealth, except in the purchase of rails and other railroad materials and supplies; but, during the year ending July 1st 1880, it kept and maintained for the use of its officers, stockholders, agents and employés, in the transaction of *100their business, an office in the city of Philadelphia, without having obtained a license from, the auditor-general. The company having thus failed to procure a license, the auditor-general and state treasurer, in pursuance of the provisions of the act, settled an account against it for $12,500, with interest from October 21st 1880. From this settlement an appeal was taken by the company, and the Court of Common Pleas, in a clear and able opinion, held that it was not liable, for the reasons that it is not a foreign corporation, within the meaning of the act, and that nearly all its capital stock actually issued was held and controlled by the California and' Texas Construction Company, a corporation of this state, which was liable to pay, and did pay, a tax under a previous section of the act, and hence the defendant was within the protection of the proviso above quoted. These are controlling points in the case, and if either of them be correct the judgment must be affirmed.
The general government, in its relation to that of the several states, cannot be considered a foreign government in the ordinary acceptation of that term. Within the sphere of its 'delegated powers its authority extends over all the states of which it is composed, and to that extent it maybe said to be identified with the government of each. Hence, a corporation created by the government of the United States cannot with propriety be called a foreign corporation. It is contended, however, that in a more comprehensive sense all corporations not created directly by state authority may be classed as foreign, in contradistinction to those of exclusively state origin ; and that such was intended to be the meaning of the word “ foreign,” as used in the act. This might be so, if there was anything in the act itself indicative of an intent to use the word in that sense; but there is not. On the contrary, in the 5th section, which imposes a tax on limited partnerships, &o., they are described as “ partnerships organized under or pursuant to the laws of this state, or of any other state or territory, or of the United States, or under the laws of any foreign state, kingdom or government ; ” thus clearly showing that when the legislature intended to tax associations created by the general government they used apt words of description for that purpose. The same distinction is observed in other portions of the act, especially in the 6th section. The construction adopted by the learned president of the Common Picas is so fully sustained, on principle as well as authority, that it is unnecessary to add anything to what is so well said in his opinion.
But, assuming that the 16th section of the act should be so construed as to embrace corporations created by Act of Congress, the judgment is still clearly right, on the other *101ground, viz.: that the defendant is within the protection of the proviso. The fact was conclusively established that nearly all of its actual capital stock was held and controlled by the California and Texas Construction Company, a Pennsylvania corporation, which paid a tax under a prior provision of the act; thus bringing the defendant directly within the terms of the proviso. In answer to this position, it is suggested that the phrase, “ capital stock, or a majority thereof,” refers to the authorized or nominal, and not to the actual capital of the company. Such a construction of the proviso is unreasonable and wholly unwarranted by anything contained in the act. "When authorized or nominal capital, in contradistinction to actual capital, is intended to form the basis of taxation, it is so designated as to leave no room for doubt as to what was meant. In a case like the present, in which less than one-sixth of the capital stock, which the company is authorized to have, has actually been issued, the proviso would be inoperative, if it means authorized capital. In the very nature of things capital stock authorized, but not issued, could not be owned or controlled by another corporation. We have no doubt the words of the proviso refer to capital stock actually issued,- and not to capital merely authorized.
In any view that can reasonably be taken of the case, the judgment is correct.
Judgment affirmed.