## Facts

- A Colorado mining and milling corporation maintained an office in Philadelphia for use by its officers, stockholders, agents, and employees.
- Pennsylvania imposed an annual “office license” tax on corporations (foreign or domestic) maintaining an office in the state, calculated as a fraction of capital stock.
- State officials assessed the corporation $250 for the license period and imposed a $125 penalty for failure to obtain the license.
- The corporation challenged the assessment on federal constitutional grounds, asserting violations of the Commerce Clause, the Article IV Privileges and Immunities Clause, and the Fourteenth Amendment’s Equal Protection Clause.

## Issues

1. Whether Pennsylvania’s license tax for maintaining an in-state office, as applied to a foreign corporation, violated the Commerce Clause.
2. Whether a corporation is a “citizen” entitled to Article IV privileges and immunities protections against discriminatory state treatment.
3. Whether a corporation is a “person” under the Fourteenth Amendment, and whether equal protection limits a state’s ability to condition a foreign corporation’s in-state presence on payment of a license fee.

## Decision

- The U.S. Supreme Court affirmed the judgment upholding the license tax and penalty.
- The office-license tax did not violate the Commerce Clause where the corporation was not shown to be engaged in interstate or foreign commerce and was not employed by the federal government.
- Corporations are not “citizens” within Article IV’s Privileges and Immunities Clause.
- A private corporation is a “person” under the Fourteenth Amendment, but equal protection does not prevent a state from imposing conditions for a foreign corporation’s admission and operation within the state, subject to limited federal constraints.

## Legal Principles

- A state may exclude a foreign corporation from doing business within its borders or admit it on conditions, including license fees, unless the conditions interfere with federal functions or with business that is strictly interstate or foreign commerce.
- An office-license tax imposed on the privilege of maintaining an in-state corporate office is not, without more, a regulation or burden of interstate commerce.
- Corporations are not “citizens” for purposes of Article IV, § 2, and cannot invoke that clause to challenge state treatment of foreign corporations.
- Corporations are “persons” under the Fourteenth Amendment and may claim its protections, but equal protection does not bar states from differentiating between domestic and foreign corporations when setting admission and operational conditions.

## Conclusion

The Court sustained Pennsylvania’s office-license tax and penalty against a Colorado corporation with an in-state office, holding that the tax was a permissible condition on a foreign corporation’s local presence, that corporations lack Article IV citizenship protections, and that corporate “personhood” under the Fourteenth Amendment does not prevent states from imposing such admission conditions absent interference with interstate commerce or federal functions.


Pembina Consol. Silver Mining & Milling Co. v. Pennsylvania, 125 U.S. 181 (1888)