Dissenting Opinion by
Mr. Justice Sadler:The Gulf Refining Company is a registered foreign corporation, doing business within the Commonwealth, and has been so engaged for many years. The Gulf Oil Company was organized at a later date and received a charter from the State of New Jersey. Its purpose was *276the holding of stocks of subsidiaries engaged in producing, transporting, manufacturing and marketing petroleum and petroleum products, and in pursuance of the powers conferred became the owner of all of the stock of the first named corporation, except qualifying shares of directors. The chief office was in New Jersey, as required by the law of that state, but its actual place of business was in the City of Pittsburgh, where all but one of its directors live, the securities of the company are deposited, banking done, accountings had, and from which point its corporate affairs are directed. Five floors of a large building, the Frick Annex, are occupied for the carrying on of these activities, as I understand the testimony. The office furniture is owned by it; private telegraph lines, leased in the name of its subsidiary, partly within this Commonwealth, are operated by it for communicating on company matters. Though the plants and refineries stand in the name of the subsidiary corporation, the actual control of the various properties is by the Gulf Oil Company, which was duly registered under the Act of June 8, 1911, P. L. 710, and authorized to do business in Pennsylvania, having paid the proper fees and bonus charges. As required by law (Act June 1, 1889, P. L. 420, section 20; Act June 2, 1915, P. L. 730; Act July 15,1919, P. L. 948), it filed with the auditor general, for taxation purposes, reports of capital stock and loans for 1920. Had this not been done, a penalty would have been collectible, for every corporation which has been registered is required so to do. Act April 14, 1905, P. L. 166. The capital stock was appraised and a charge of $11,744.10 was duly assessed by the proper officers; the sum levied was paid, as was a tax of $12,199.25 on corporate loans.
Stock of the Gulf Oil Company was owned by residents of Allegheny County, and the local board of revision included the worth of these shares in fixing the taxable value of the personal property of James D. Callery. This action was set aside on appeal to the com*277mon pleas, the court holding that the corporation was doing business within the Commonwealth, and liable to state taxation, and came within the exception found in section 1 of the Act of June 17, 1913, P. L. 507, permitting the collection of certain taxes by counties, but reserving to the State definite sources of revenue, which reads, “except [upon] shares of stock in any bank, corporation or limited partnership that may be liable to a tax on its shares or its capital stock for state purposes under the laws of this Commonwealth, or relieved from the payment of tax on its shares or capital stock for state purposes by the laws of the Commonwealth.” It was concluded the capital stock of the oil company was within this proviso, and the holder of its shares within Pennsylvania was exempted from local assessment thereon. The correctness of the decision rendered is now challenged.
Prior to the act referred to, personal property taxes were collected for the State, the counties having returned to them a certain proportion of the amount received and forwarded. By that legislation, the former gave up to the latter the right to all receipts in certain cases, retaining to itself however the sums obtained from corporations in the cases excepted by section 1 and fixed by section 17: Provident L. & T. Co. v. Klemmer, 257 Pa. 91. The question as to the property intended to be included in the respective classes, — in one of which the county has an interest, and in the other not, — has caused the present contention.
It will be conceded that if the Gulf Oil Company was doing business in Pennsylvania, and was subject to taxation by the Commonwealth, and paid such as was levied, the resident holder of its capital stock would not be subject to local assessment. This was plainly decided in Dupuy v. Johns, 261 Pa. 40, and the principle there set forth is, in our opinion, applicable here. The majority decision would, however, distinguish this case on the ground that the Crucible Steel Company, — the for*278eign corporation there considered, — was engaged in manufacturing in Pennsylvania, and therefore taxable on property not exempted by statute; whereas the Gulf Oil Company was not so employed. The latter is a holding company, and has registered and paid the bonus fees charged by the Commonwealth to secure the privilege of acting here. All its directors but one, the management and the officers, accounting department and bank deposits are located within the State. Bills and accounts receivable are payable in Pittsburgh, though this does not necessarily indicate that capital was employed within the State: Com. v. Ellis Co., 237 Pa. 328. The actual manufacturing and selling of the petroleum is conducted in the name of the subsidiary company, the stock of which is held by it, and for which purpose it was duly chartered. What was said in Com. v. Westinghouse Air Brake Co., 251 Pa. 12, would seem to meet such a situation: “It holds the plant [of the refining company] through the medium of the stock of that company. It thereby became none the less the real owner of the plant. It owns the plant and the evidence of its ownership is the shares of stock which it holds in the corporation.” Suggestion is made that the present case differs in that the Westinghouse corporation (the holding company), was the real operating body, the subsidiaries constituting but a small part of the whole, whereas here the refining company had greater and broader powers in Pennsylvania than the parent corporation. The difference in the chartered purposes, as I understand, is that the refining company is authorized to manufacture and sell, whereas the oil company is chartered to hold the stock of the company so engaged. Even if there be a distinction such as suggested, the principle recognized in the authority last referred to would still be applicable.
It is undoubtedly true that the foreign corporation is not to be held engaged in business merely because of ownership of shares in the domestic company: Oom. v. *279Standard Oil Co., 101 Pa. 119. But where the acquisition of the stock forms one of the direct objects of its creation, a different rule applies: Colonial Trust Co. v. Montello Brick Works, 172 Fed. 310; Central Life Sec. Co. v. Smith, 236 Fed. 170; Groel v. United Elec. Co., 69 N. J. Eq. 397, 60 Atl. 822. This distinction was recognized in Com. v. Railroad Co., 251 Pa. 6, 10, where the foreign corporation was engaged “in the exercise of one of the purposes for which it was incorporated, namely, buying and holding the stock and bonds of certain Pennsylvania corporations, and is thus in effect operating these companies as one of its objects of incorporation.” Though the two associations remain as separate entities, the substance of the relationship is the matter for consideration by the court: S. G. V. Co. v. S. G. V. Co., 264 Pa. 265; Kendall v. Klapperthal Co., 202 Pa. 596. This is especially true when, as here, the administration and construction of taxing statutes is involved: Com. v. Westinghouse Air Brake Co., supra; Western Union Tel. Co. v. Kansas, 216 U. S. 1. The refining company maintains its corporate existence, yet its operations are conducted by the oil company, and, if it were necessary, it might well be said, under the authorities, that this constituted an employment of capital within the State, but it is not essential to so hold to solve the situation as presented by this record.
The evidence justifies the conclusion that the oil company was engaged here, irrespective of the operation of the works of the refining company; certain independent activities within the Commonwealth have already been pointed out, which bring the present case within the ruling of this court in Com. v. Railroad Co., 251 Pa. 6. I cannot agree, as stated in the majority opinion, that the corporation is “doing business” within the purview of the registration and corporate loan acts, and not those regulating taxes on capital stock. It is said that this distinction is justified because a foreign corporation is liable only under the statute regulating state *280assessments, when it is both “doing business and liable for taxation”; and it is suggested that the second condition does not exist here. To so assert, does not seem to me to be borne out by the evidence. Without elaboration, it may be noted that the tangible assets in Pennsylvania are listed in the annual report at a very considerable sum. This item includes real estate held in the name of the refining company, but is not so limited. According to my understanding of the testimony, it certainly embraces capital employed in the ownership of the business equipment of the oil company, and it operates telegraph lines, though it leases them in the name of its subsidiary. The exact valuation of each is not set forth, but that is immaterial; for if there is any tangible property here not exempted by law, or as to which deduction must be made, the company is subject to taxation. This has been held when the only assets of the foreign corporation within the State were office furniture, and certain appliances for loading and unloading vessels, the valuation of which did not exceed |11,000, a small fraction of the total capital of the company then the subject of consideration: Com. v. Clyde Steamship Co., 268 Pa. 278. The fact that the amount of taxable assets is small makes no difference, the question being whether it has any capital here in service, making it liable to some levy. On the report as filed, the averments in which are not gainsaid, the taxing officials of the State were in duty bound to levy a capital stock tax. If they had not done so they would have disobeyed the mandate of the law. The thought ■ expressed that such a ruling might work injustice to the community in exempting the holdings of stocks of foreign corporations owned by residents, when the company pays but a trifling sum to the State, is satisfactorily answered by the present Chief Justice in Dupuy v. Johns, supra, at page 5. It follows from what has been said that, in my opinion, the Gulf Oil Company was doing business within the State, and liable to taxation, and *281the auditor general properly made assessment and collected the sum found to be due. If his action was justified, then the court below was right in holding the valuation of the stock in the hands of the resident holder to be void, and as a result necessarily set it aside.
For another reason the judgment, in my opinion, should be affirmed. Reports required by law of all registered foreign corporations were filed, the taxes assessed paid, and no appeal was taken. The action of the state officials necessarily involved findings of fact that the corporation was “doing business and liable to taxation,” and this is ordinarily conclusive. Of course, if an assessment is made illegally by the taxing authorities, or if there have been fraudulent practices, a different situation arises; but these questions are not presented here. It is unnecessary to refer to other authorities than Stratford v. Franklin Paper Mills Co., 257 Pa. 163, and the cases there cited, to support this proposition.
It is suggested that a different rule should be applied in circumstances such as now appear, for the reason that the county authorities, whose interests may be adversely affected, are not parties to the settlement. Whether they could intervene in such a proceeding and secure a review of a prejudicial ruling it is not necessary to determine. Prior to 1913, the collection of all personal property tax was primarily for the benefit of the State, though it returned to the county a portion of the sum received, and the manner of correcting improper assessments was fixed by various statutes. In that year the legislature saw fit to give up a further portion of the revenues of the State; but it did not then, nor has it since, provided a different or additional tribunal for the adjustment of disputes. It did not cede the power, which the State then possessed, to determine through its own officials what property was subject to contribution in support of the Commonwealth; by a failure to so grant, the right was reserved. All corporations registered were at that time bound to make reports for con*282sideration by the officials named, and if any failed to do so, it was penalized. This duty to submit annual statements to the central authority for taxation purposes has been reiterated since by two legislatures.
In the present instance, the company reported as required by law. The proper officials determined, from the facts submitted, the question of liability for tax, and found affirmatively; otherwise a nominal charge would have been made. This action, subject to appeal, binds all parties, and is not reviewable by some other body, not granted such jurisdiction by statute. Pennsylvania Bank Assignees’ Account, 39 Pa. 103. The legislature may provide for returns of corporations to counties, and permit the making of independent investigations so that each may determine whether the stock held by residents is subject to local taxation; but no such power has been given. The effect of the majority opinion is to hold that the oil company is not liable to taxation for state purposes on any part of its capital stock, and that foreign corporations, such as it, organized as holding companies, can operate here, exempt from state taxation so far as capital stock is concerned. The far-reaching consequences of so holding may be of great moment to the Commonwealth so far as its revenues are involved; it can well be surmised that the gain in collections to the counties will be far overbalanced by the loss of revenue to the State.
Express provision does appear for determining corporate liability by named officials of the Commonwealth with a right of review. “When the law has confided to a special tribunal the authority to determine certain matters arising in the course of its duties, the decision of that tribunal, within the scope of its authority, is conclusive......The right to impose taxes for the support of the government, in all its departments, state, county or municipal, is the prerogative of the legislature. Subject to the restriction of the Constitution, that power may be exercised by such agencies as the legislature has *283established for that purpose”: Erie v. Need, 113 Pa. 468, 476. The county is an arm or agent of the State, and has been called a quasi, as distinguished from a municipal corporation: Bucher v. Northumberland County, 209 Pa. 618. In neither case can powers be exercised where not granted, or which are withheld, though in many instances the latter is given authority to legislate upon definite subjects. What has been declared as to extent of rights of municipalities is equally applicable to counties, with reference to a subject like taxation, where certain privileges have been conferred. In Com. v. Moir, 199 Pa. 541, we said, in part: “Municipal corporations are agents of the State, invested with certain subordinate governmental functions for reasons of convenience and public policy. They are created, governed and the extent of their power determined by the legislature, and subject to change, repeal or total abolition at its will. They have no vested rights in their offices, their charters, their corporate powers or even their corporate existence. This is the universal rule of constitutional law, and in no state has it been more clearly expressed and more universally applied than in Pennsylvania..... The fact that the action of the State towards its municipal agents may be unwise, unjust, oppressive or violative of the natural or political rights of their citizens, is not one which can be made the basis of action by the judiciary.”
A duly constituted state body has been provided to pass on the necessary questions of fact, involving the taxation of corporations, foreign and domestic, and only one; any other situation would be unfortunate. Unless fraud is shown in the finding made, or the record shows on its face lack of authority to assess, — it does not in the present case, — or that the charge made is merely nominal, there being no taxable assets, as appears in McMullin’s Estate, 272 Pa. 284, the findings of fact necessarily implied by the assessment are conclusive. To permit the board of revision of each of the sixty-*284seven counties to hold hearings to determine whether foreign corporations, whose stock is held by local residents, are doing business and liable to tax, notwithstanding an affirmative finding by the auditor general, will not only end in confusion as to the results reached, but in great hardship to the holders, who may be called upon to defend their right to exemption by the production of evidence difficult to secure, as well as to the companies, whose officers may be subpoenaed to appear in many different places to explain the manner of conduct of their affairs. To my mind this will be the result of the decision of the majority, and does not find justification in our authorities.
For the reasons stated, I would affirm the judgment.
Justices Frazer and Schaerer concur in this dissent.