CORPORATIONS. 645

and upon the payment, and not before, of the bonus tax, if any, prescribed
by law, shall receive the same for record and endorse thereon the date and
time of such receipt and promptly record the same, together with the
endorsements thereon, in a book to be kept for that purpose. After the
recording by it of such certificate of incorporation, the State Tax Commis-
sion shall transmit a copy thereof duly certified by it to the Clerk of the
Circuit or Superior Court (according to the location of the principal office
of the corporation), by whom the same shall be again recorded. At, the
time of receiving such certificate of incorporation for record, the State
Tax Commission shall collect a minimum recording fee of ten dollars and
if such certificate of incorporation provides for more than one class of stock,
an additional recording fee of five dollars. One-quarter of the recording
fees collected shall be paid by the State Tax Commission for recording such
certificate of incorporation to the clerk of the Circuit or Superior Court
to whom a copy thereof is transmitted, and for the balance it shall account
quarterly to the Comptroller and pay the same forthwith to the State Treas-
urer for the use of the State.

The certificate of the judge is not final and does not prevent an inquiry into the
legal existence of the supposed corporation; effect of the certificate. Hyattsville
v. Washington, etc., R. Co., 120 Md. 137.

The authority of the judge to certify to a certificate of incorporation is a ques-
tion of jurisdiction, and may be inquired into by the courts when the legal exis-
tence of the corporation is in issue. Oler v. Baltimore and Randallstown R. R.,
41 Md. 590 (decided in 1875).

An organization held never to have had corporate existence, because of a failure
to record the certificate of incorporation as required by secs. 52 and 53 of the
Code of 1904. Jones v. Linden Bldg. Assn., 79 Md. 74.
See art. 81, sec. 182.

An. Code, sec. 5. 1904, secs. 53, 54. 1888, secs. 45 and 46. 1868, ch. 471, secs. 40, 41.
1908, ch. 240, sec. 5. 1914, ch. 789, sec. 5. 1916, ch. 596, sec. 5.

7. When such certificate of incorporation has been delivered to the
State Tax Commission with the fees provided for in Section 6 of this
Article and the bonus tax, if any payable, and not before, the incorporators,
their successors and assigns, shall according to the purposes, conditions
and provisions in such certificate of incorporation contained, become and
be a body corporate by the name therein stated. A duly certified copy of
a certificate of incorporation, from the records of the Secretary of State,
the State Tax Commission, or the Clerk of the Circuit or Superior Court,
shall be evidence of the existence of the corporation and of its right to
exercise the powers therein mentioned. The recording by the State Tax
Commission of the certificate of incorporation shall be conclusive evidence
of the payment of the recording fees and the bonus tax, if any, required by
law to be paid to it, and of the existence of the corporation, except in a
direct proceeding by the State.

See notes to sec. 6.

As to the bonus tax, see art. 81, sec. 104, et seq.

Re. evidence of incorporation of foreign corporations, see art. 35, sec. 46.

An. Code, sec. 6. 1916, ch. 596, sec. 6.

8. It shall be lawful for all of the incorporators of any corporation
having capital stock, before any subscriptions to stock have been accepted by