Request By:
Hon. Gary D. Payne
Legal Counsel
Office of Secretary of State
Commonwealth of Kentucky
Frankfort, Kentucky 40601
Opinion
Opinion By: Steven L. Beshear, Attorney General; By Alex W. Rose, Assistant Attorney General
On September 1, 1981, you requested an opinion on the collection of the corporation organization tax imposed by KRS 136.060(6) which is required to be paid when articles of incorporation are filed. Taxes are statutorily required to be paid on par value shares by KRS 136.060(1)(a) and no par value shares by KRS 136.060(1)(b). KRS 136.060(6) imposes a minimum tax of ten dollars ($10.00) "under any of the provisions of this section."
Your question, which deals with the assessment and collection of the corporate organization tax, is whether a corporation which issues both par value and no par value stock is required to pay the minimum fee for each type of share. KRS 136.060(6) provides as follows:
"(6) No corporation subject to the tax imposed by this section shall have or exercise any corporate powers until the tax has been paid, and upon payment it shall file a statement thereof with the secretary of state. No corporation required to pay a tax under any of the provisions of this section shall in any event pay a less sum therefor than $10.00."
The taxing portion of the statute is clearly arranged into two provisions: KRS 136.060(1)(a) and KRS 136.060(1)(b). Obviously, these are two different provisions of the same section. KRS 136.060(6) requires a minimum filing fee for each provision of the section. Therefore, the Secretary of State should collect a ten dollar ($10.00) minimum filing fee for each type of share, i.e., par value and no par value.