Page:Harvard Law Review Volume 32.djvu/741

705 POWERS OF CORPORATIONS CREATED BY CONGRESS 705 The charter or certificate of the corporation does not merely create the corporation but also endows it with all the powers and faculties which it possesses.^^ The right to tax the franchises of a corporation created by Con- gress belongs to Congress alone. As Justice Bradley said in a case on a state tax upon the Pacific Railroad Company j^" "No persons can make themselves a body corporate and politic without legis- lative authority. Corporate capacity is a franchise;" and it was held in this case and a long line of cases that no franchise granted by Congress can be subject to taxation without the consent of Congress. It was the question of the right to tax the Bank of the United States that was the subject of the controversy over the right of Congress to incorporate the bank and the extent of its incidental powers, and controversies with regard to federal and state taxation will arise when corporations created by Congress exercise powers that may not constitutionally be conferred upon them by Congress. Aside from the national banks acts and acts relating to the Dis- trict of Columbia, there are, I believe, no general acts of Congress providing for the organization of corporations. Bills for that pur- pose were introduced on November 9, 1903, and February 7, 1910. The objects for which such corporations might be formed would have to be distinctly limited to those that are appropriate and relevant to carrying out the powers conferred upon Congress, and such as in the judgment of Congress are incidental to assuring the efficiency of the corporations for those purposes. General railroad laws for interstate lines might easily be drafted, and if Congress should determine that the proper regulation of interstate or foreign commerce required it, provision might be made by general law for incorporation of companies for that purpose; but it must be re- membered that such companies so formed would not be merely so many companies additional to those now existing. They would be companies created by a different sovereignty, and so far as they acted within their powers they would not be subject to the control of the sovereignty of the state. In view of the decision of the United States Supreme Court that the business of insurance com- panies is not interstate commerce, such companies could not be " Osbom V. Bank of the United States, 9 Wheat. (U. S.) 738 (1824). w California v. Pacific R. R. Co., 127 U. S. i, 40 (1887).