Lyon, J.:
The determination of this appeal depends upon the meaning to be given the term “ capital stock ” as used in the final sentence of section 183 of the Tax Law (Consol. Laws, chap. 60; Laws of 1909, chap. 62).
The facts are practically conceded. The relator is a domestic corporation organizedin 1882, under the Business Corporations Law, for the purpose of “ refining petroleum and manufacturing and dealing in petroleum and the various products thereof, and the packages for same * * It has an author-
ized capital stock of $75,000,000, all of which is issued and outstanding. During the year ending October 31, 1915, the relator maintained various manufacturing plants within the State and declared and paid dividends upon this capital stock amounting to eight per centum. In May, 1916, the State Tax Commission, holding that the relator did not have forty per centum of its capital stock employed in manufacturing within the State of New York, stated a tax against the relator, under section 182 of the Tax Law, of $60,000. Aggrieved at this decision, the relator has brought the determination of the Commission before this court for review.
The statements of the relator filed with the State Tax Commission, the correctness of which is not questioned, show that the total average gross assets of the relator during the year 1915, after allowing depreciation, were $104,348,794.75. Of this amount $41,797,650.13 was employed within the State, ‘ and $62,551,144.62 without the State. Of the amount so employed within the State, $3,710,991.95 represented the average amount employed in the marketing of goods, wares and merchandise manufactured by others than the relator.
[723]*723Section 182 of the Tax Law provided so far as is necessary to be here considered: “ Franchise tax on corporations. For the privilege of doing business or exercising its corporate franchises in this State every corporation, joint-stock company or association, doing business in this State, shall pay to the State Treasurer annually, in advance, an annual tax to be computed upon the basis of the amount of its capital stock, employed during the preceding year within this State, and upon each dollar of such amount. The measure of the amount of capital stock employed in this State shall be such a portion of the issued capital stock as the gross assets employed in any business within this State bear to the gross assets wherever employed in business. * * *.” The last sentence above quoted, commonly known as the “ rule of proportion,” was incorporated in section 182 as well as in section 181 of the then existing Tax Law (Gen. Laws, chap. 24 [Laws of 1896, chap. 908], as amd.) by the amendment of 1906 (Chap. 474).
Section 183 of the Tax Law, so far as necessary to be considered^ provided: “ Certain corporations exempt from tax on capital stock. Banks * * * manufacturing corporations to the extent only of the capital actually employed in this State in manufacturing, and in the sale of the product of such manufacturing * * * shall be exempt from the payment of the taxes prescribed by section one hundred and eighty-two of this chapter. But such a * * * manufacturing * * * corporation shall not be exempted from the payment of such tax, unless at least forty per centum of the capital stock of such corporation is invested in property in this State and used by it in its * * * manufacturing * * * business in this State.” The final sentence of this section was added by the Laws of 1901 (Chap. 558) and was incorporated without change in the Consolidated Tax Law of 1909.
The vital question to be determined upon the appeal, as at first suggested, is the meaning of the words “ capital stock ” as used in the final sentence of section 183. If, as relator contends, the words are to be construed as meaning share stock, that is, issued capital stock, then the franchise of the relator was not taxable, as the relator was required to have but forty per cent of $75,000,000, or $30,000,000; invested [724]*724in property in this State and used by it in its manufacturing business in order to be entitled to exemption, when concededly its moneys so invested and used were in excess of that sum. If, however, as respondents contend, the words “ capital stock ” are to be construed as meaning the property of the relator, that is, its gross assets, then it was necessary, in order that relator should be entitled to exemption, that it should have had so invested and used in this State fully $40,000,000, which concededly it had not.
It must be deemed settled that the words “ capital stock ” as used in section 182 of the Tax Law refer to the property of a corporation contributed by the stockholders, or otherwise obtained by it, and not the shares of stock. (Williams v. Western Union Telegraph Co., 93 N. Y. 162, 188; People ex rel. American Axe & Tool Co. v. Roberts, 82 Hun, 313; affd., 147 N. Y. 699.) It is the actual not the par value of the capital stock of a corporation employed within this State which is the basis for computing the franchise tax. (People ex rel. New York Central & H. R. R. R. Co. v. Knight, 173 N. Y. 255.) The value of the capital stock is the value of the property of the corporation without regard to the amount of the capital stock. The term “ capital stock ” means not share stock, but the property of the corporation. Capital stock and capital are practically the equivalent of each other, when considered as a basis for a franchise tax. (People ex rel. Commercial Cable Co. v. Morgan, 178 N. Y. 433; People ex rel. Tetragon Co. v. Sohmer, 162 App. Div. 433; affd., 213 N. Y. 702; People ex rel. Coney Island Jockey Club v. Sohmer, 155 App. Div. 842; affd., 210 N. Y. 549.) It will be noticed that in section 182, where share stock clearly is meant, reference is made to it as “ issued capital stock.” As bearing upon the meaning to be given to the words “ capital stock ” in section 182, Judge Werner said in People ex rel. Commercial Cable Co. v. Morgan (supra): “ The franchise is the thing taxed, and the tax is ‘ computed upon the basis of the amount of its capital stock employed within the State.’ The share stock, or, in other words, the paper certificates held and owned by individuals are not employed within this State. It is the capital represented by such certificates that is so employed.” These statements are alike applicable to the words “ capital [725]*725stock ” as used in section 183 in which the provision is that the corporation shall not be exempted from the payment of a franchise tax unless at least forty per centum of the capital stock of such corporation is invested in property in this State and used by it in its manufacturing business in this State. “ It is an elementary canon of construction that statutes consisting of several parts relating to a common subject must be read as a whole and construed together. (People ex rel. N. Y. C. & H. R. R. R. Co. v. Knight, 173 N. Y. 255; People ex rel. Killeen v. Angle, 109 N. Y. 564; People v. McGloin, 91 N. Y. 241, 250; Matter of N. Y. & B. Bridge, 72 N. Y. 527, 529.)” (People ex rel. Fifth Avenue Building Company v. Williams, 198 N. Y. 238, 247.)
It is proper as an aid in determining whether a case is within the exemption, to give weight to the policy of the Legislature in adopting the exemption. (People ex rel.
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Lyon, J.:
The determination of this appeal depends upon the meaning to be given the term “ capital stock ” as used in the final sentence of section 183 of the Tax Law (Consol. Laws, chap. 60; Laws of 1909, chap. 62).
The facts are practically conceded. The relator is a domestic corporation organizedin 1882, under the Business Corporations Law, for the purpose of “ refining petroleum and manufacturing and dealing in petroleum and the various products thereof, and the packages for same * * It has an author-
ized capital stock of $75,000,000, all of which is issued and outstanding. During the year ending October 31, 1915, the relator maintained various manufacturing plants within the State and declared and paid dividends upon this capital stock amounting to eight per centum. In May, 1916, the State Tax Commission, holding that the relator did not have forty per centum of its capital stock employed in manufacturing within the State of New York, stated a tax against the relator, under section 182 of the Tax Law, of $60,000. Aggrieved at this decision, the relator has brought the determination of the Commission before this court for review.
The statements of the relator filed with the State Tax Commission, the correctness of which is not questioned, show that the total average gross assets of the relator during the year 1915, after allowing depreciation, were $104,348,794.75. Of this amount $41,797,650.13 was employed within the State, ‘ and $62,551,144.62 without the State. Of the amount so employed within the State, $3,710,991.95 represented the average amount employed in the marketing of goods, wares and merchandise manufactured by others than the relator.
[723]*723Section 182 of the Tax Law provided so far as is necessary to be here considered: “ Franchise tax on corporations. For the privilege of doing business or exercising its corporate franchises in this State every corporation, joint-stock company or association, doing business in this State, shall pay to the State Treasurer annually, in advance, an annual tax to be computed upon the basis of the amount of its capital stock, employed during the preceding year within this State, and upon each dollar of such amount. The measure of the amount of capital stock employed in this State shall be such a portion of the issued capital stock as the gross assets employed in any business within this State bear to the gross assets wherever employed in business. * * *.” The last sentence above quoted, commonly known as the “ rule of proportion,” was incorporated in section 182 as well as in section 181 of the then existing Tax Law (Gen. Laws, chap. 24 [Laws of 1896, chap. 908], as amd.) by the amendment of 1906 (Chap. 474).
Section 183 of the Tax Law, so far as necessary to be considered^ provided: “ Certain corporations exempt from tax on capital stock. Banks * * * manufacturing corporations to the extent only of the capital actually employed in this State in manufacturing, and in the sale of the product of such manufacturing * * * shall be exempt from the payment of the taxes prescribed by section one hundred and eighty-two of this chapter. But such a * * * manufacturing * * * corporation shall not be exempted from the payment of such tax, unless at least forty per centum of the capital stock of such corporation is invested in property in this State and used by it in its * * * manufacturing * * * business in this State.” The final sentence of this section was added by the Laws of 1901 (Chap. 558) and was incorporated without change in the Consolidated Tax Law of 1909.
The vital question to be determined upon the appeal, as at first suggested, is the meaning of the words “ capital stock ” as used in the final sentence of section 183. If, as relator contends, the words are to be construed as meaning share stock, that is, issued capital stock, then the franchise of the relator was not taxable, as the relator was required to have but forty per cent of $75,000,000, or $30,000,000; invested [724]*724in property in this State and used by it in its manufacturing business in order to be entitled to exemption, when concededly its moneys so invested and used were in excess of that sum. If, however, as respondents contend, the words “ capital stock ” are to be construed as meaning the property of the relator, that is, its gross assets, then it was necessary, in order that relator should be entitled to exemption, that it should have had so invested and used in this State fully $40,000,000, which concededly it had not.
It must be deemed settled that the words “ capital stock ” as used in section 182 of the Tax Law refer to the property of a corporation contributed by the stockholders, or otherwise obtained by it, and not the shares of stock. (Williams v. Western Union Telegraph Co., 93 N. Y. 162, 188; People ex rel. American Axe & Tool Co. v. Roberts, 82 Hun, 313; affd., 147 N. Y. 699.) It is the actual not the par value of the capital stock of a corporation employed within this State which is the basis for computing the franchise tax. (People ex rel. New York Central & H. R. R. R. Co. v. Knight, 173 N. Y. 255.) The value of the capital stock is the value of the property of the corporation without regard to the amount of the capital stock. The term “ capital stock ” means not share stock, but the property of the corporation. Capital stock and capital are practically the equivalent of each other, when considered as a basis for a franchise tax. (People ex rel. Commercial Cable Co. v. Morgan, 178 N. Y. 433; People ex rel. Tetragon Co. v. Sohmer, 162 App. Div. 433; affd., 213 N. Y. 702; People ex rel. Coney Island Jockey Club v. Sohmer, 155 App. Div. 842; affd., 210 N. Y. 549.) It will be noticed that in section 182, where share stock clearly is meant, reference is made to it as “ issued capital stock.” As bearing upon the meaning to be given to the words “ capital stock ” in section 182, Judge Werner said in People ex rel. Commercial Cable Co. v. Morgan (supra): “ The franchise is the thing taxed, and the tax is ‘ computed upon the basis of the amount of its capital stock employed within the State.’ The share stock, or, in other words, the paper certificates held and owned by individuals are not employed within this State. It is the capital represented by such certificates that is so employed.” These statements are alike applicable to the words “ capital [725]*725stock ” as used in section 183 in which the provision is that the corporation shall not be exempted from the payment of a franchise tax unless at least forty per centum of the capital stock of such corporation is invested in property in this State and used by it in its manufacturing business in this State. “ It is an elementary canon of construction that statutes consisting of several parts relating to a common subject must be read as a whole and construed together. (People ex rel. N. Y. C. & H. R. R. R. Co. v. Knight, 173 N. Y. 255; People ex rel. Killeen v. Angle, 109 N. Y. 564; People v. McGloin, 91 N. Y. 241, 250; Matter of N. Y. & B. Bridge, 72 N. Y. 527, 529.)” (People ex rel. Fifth Avenue Building Company v. Williams, 198 N. Y. 238, 247.)
It is proper as an aid in determining whether a case is within the exemption, to give weight to the policy of the Legislature in adopting the exemption. (People ex rel. Empire State Dairy Company v. Sohmer, 218 N. Y. 199, 204.) Prior to enacting the final clause of section 183, manufacturing corporations were entitled to exemption from taxation to the extent of the capital stock actually employed in this State in manufacturing whether the percentage of capital stock thus employed was large or small. The clear purpose of requiring that at least forty per cent of the capital stock of a corporation should be invested in property in this State and used by the corporation in its manufacturing business in this State in order that the corporation might obtain exemption from the taxation of its franchise, was to encourage the investment of an additional proportion of its assets, and incidentally the employment of additional labor in this State. The injustice of basing the percentage upon the amount of issued capital stock is apparent as to two corporations, each having an issued capital stock of $50,000, one having assets to the extent of $200,000 employed in manufacturing, only one-tenth of which need be employed in this State in order to afford the corporation the exemption, while the other corporation, having total assets of only $19,000, all of which is employed in manufacturing in this State, must pay the tax. An exemption based upon the issued capital stock would be subject to manipulation as the caprices and interests of the persons interested might suggest. The only fair and satisfactory result, and the one [726]*726in harmony with the general plan of the-Tax Law, can only be obtained by construing the words “ capital stock ” in the final clause to mean the property or assets of the corporation.
Construing the words “ capital stock ” to be the equivalent of assets or property, the State Tax Commission committed no error in denying the relator's application for exemption. While the amount of the relator's total investment in the State was practically forty per centum of its total assets, only the portion thereof invested in property in the State and used by it in its manufacturing business in the State could be considered in determining the percentage of the capital stock so invested and used. Hence, there was properly deducted from the relator's total investment in the State the sum of $3,710,991.95, representing the average amount employed by it in the marketing of goods, wares and merchandise manufactured by others than the relator, leaving the sum of $38,860,658.18 as the average net amount employed by it during the year in question in its own manufacturing business within the State. This sum being but about thirty-six and one-half per centum of the relator's total assets, the relator was properly denied the exemption claimed.
The computation of the tax was correct. Following the rule of proportion prescribed by section 182, the Commission, taking as the measure of the amount of capital stock employed in the State, such portion of the issued capital stock as the gross assets employed in the State bore to the total gross assets, wherever employed in business, reached as such measure the sum of $30,000,000. Computing the tax on this sum at the rate of one-quarter of a mill for each one per centum of dividends declared upon the par value of the capital stock during the year, fixed the amount of the relator’s franchise tax at $60,000, which does not seem to be questioned as being the proper amount in case the relator is liable for the payment of a franchise tax.
The determination of the State Tax Commission should be affirmed, and writ dismissed, with fifty dollars costs and the disbursements of the appeal.
All concurred, except Woodward, J., who dissented, with opinion in which Cochrane, J., concurred.