EXAS
s%USTIN. TEXAS %%%‘8
April 26, 1966
John L. Hill Opinion Bo. (C-663)
secretary of the State of Texas
State Capitol Building
Austin, Texas Re: Withdrawal of a
Foreign Corporation
ursuant to Article
F;.14, Texas Business
Corporation Act
Dear Mr. Hil,l:
In 3your opinion
.
corporation , . request
recently
you stated that a foreign
filed an Application for Certificate
of Withdrawal with your office which in apart stated:
“All known creditors or claimants have
been paid or provided for,and that adequate
provision has been made for performance of any
obligation imposed by any court in the State
of Texas as the result of pending of threatened
litigation.”
You further state that it has been the uniform policy
of your office not to allow a, foreign corporation to with-
draw from the State if it is’ involved in or threatened
with litigation in this State, even though such corporation
may be willing and able to make adequate provisions for the
satisfaction of any Judgment which may be entered in such
litigation.
You have asked whether your office has authority to
accept and file an a pllcation containing the above quoted
provision. Article 8 .14 of the Texas Euainess Corporation
Act provides:
“A . A foreign corporation authorized to transact
business in this state may withdraw from this State
upon procuring from the Secretary of State a certifi-
cate of withdrawal. In order to procure such a
-3201-
Honorable John L. Hill, page 2 ( C-663 )
certificate of withdrawal, such foreign coroora-
tion shall deliver to the-secretary o? State an
application for withdrawal, which shall set
forth:
,I . . . . . II
"(7) A statement that all known creditors or
claimants have been paid or provided for and
the corporation is not involved in or threatened
with litigation in any court in this’ State.”
11. . . . . ” (Emphasis added).
You stated that attorneys for the applying corpora-
tion contend that Section A(7) of Article 8.14 is un-
constitutional.
You are advised that your office does not have authority
to issue a Certificate of Withdrawal unless the application
for such certificate complies with all requirements of
Article 8.14 of the Texas Business Corporation Act. The
statement which was quoted from the application received
by our office does not comply with Section A(7) of Article
8.1.9;in that it fails to certify that the corporation .is
not Involved in or threatened with litigation in this State.
The requirement that foreign corporations make such a certi-
fication does not violate either the Texas Constitution or
the United States Constitution. Commercial Insurance
ark, New Jersey v. Adams, 3hb 7 W 26 601
1yo3r . etropo;itan Casualty
Ay of bei f;z:k?. *Brow-2
’ U.S. boo,
32 a . bG . 330 tkJ531.
SUMMARY
-_-----
The Secretary of State does not have authority
to accept and file applications for certificate
of withdrawal from foreign corporations unless
such applications comply with all of the re-
quirements of Article 8.14, Texas Business Corpora-
tion Act.
-3202-
Honorable John L. Hill, page 3 ( c-663 )
Respectfully submitted,
WAGGONER CARR
Attorney General of Texas
JWF:jh
APPROVED:
OPINIONCOMMTTEE
W. 0. Shultz, Chairman
John Reeves
Gordon Cass
Ralph Rash
Pat Bailey
APPROVEDFOR TRE ATTORNEY
GENERAL
BY: T. B. WRIGHT
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