December 4, 1961
Honorable P. Frank Lake Opinion No. WW-1205
Secretary~of state
Austin, Texas Re: Applicability of certain statutes
to dissolution of a domestic
railroad corporation and related
Dear Mr. Lake: j questions.
Your questions concern generally the law applicable to certain
procedures pertaining to railroad corporations, your request reading, in
part, as follows:
“1. What, statutes are applicable to the dissolution of
a domestic railroad corporation?
“I have been unable to find any provisions in Title
112 of the Revised Civil Statutes of Texas expressly provid-
ing for the dissolution of railroad corporations. Proposed
dissolution papers have been submitted by the Texas and New
Orleans Railroad Company ,$urportedly in conformity with the
provisions of paragraph (3) of Article 1387, V. C. S. It should
be noted in this connection that Article 1387 was expressly
repealed by House Bill 137, Acts 57th Legislature, Regular
Sessidn,, 1961,; (Chapter 229, page 458, Vernon’s Texas
Session Law Service). It should also be noted that Articles
2. OlB(4)(e) and 9. 14A of the Business Corporation Act
expressly provides ,that the Act is not applicable to railroad
companies .’
“2. If you hold inanswer to question No. 1 above that a
certificate of dissolution may be issued or that articles of
dissolution may be filed in this office, then what statutory
filing fee should be charged for issuing such certificate or
filing ,such corporate dissolution papers ?
“It should be noted that the provisions of Article 3914
V. C. S. providing for a filing fee of $200 fo’r filing a charter
amendment or supplement thereto of a railroad corporation
was deleted from the provisions of Article 3914 as amended
’ .,
Hon. P. Frank Lake, page 2 (WW-1205)
by House Bill 139, Acts 57th Legislature, Regular Session,
1961 (Chapter 230, page 463, Vernon! s Texas Session Law
Service).
“3. What statutory filing fee should be charged by this
office for (a) filing articles of incorporation under Article
6262 and (b) filing amendments to articles of incorporation
of railroad companies submitted pursuant to the provisions
of Article 627 1 ?”
Article 9.14 of the Texas Business Corporation Act, as amended,
provides, in part, as follows:
“A. This Act does not apply to domestic corpora-
tions organized for the purposes of operating banks, trust
companies, building and loan associations or companies,
insurance companies of every type or character that operate
under insurance laws of this State and corporate attorneys in
fact for reciprocal or inter-insurance exchanges, railroad
companies, . . .; provided, however, that if any of said ex-
cepted domestic corporations were heretofore or are here-
after organized under special statutes which contain no
provisions in regard to some of the matters provided for
in this Act, . . . then the provisions of this Act shall apply
to the extent that they are not inconsistent with the provi-
sions of such special statutes.”
We have recently held, with respect to insurance companies, that
Article 9. 14 means exactly what it says, that is that the provisions of the
Texas Business Corporation Act supplement the prwisions of the statutes
regulating special corporations as to any matter on which the special
statutes are silent. WW-906, WW-905. We see no reason why the same
rule should not be applied to railroad companies. This conclusion is
strengthened by Article 1.03 of the Texas Miscellaneous Corporation Laws
Act, Acts 1961, 57th Leg., R.S., p. 408, ch. 205, passed at the same
time as the repeal of Article 1387, which provides, in part, as follows:
“A. All corporations shall, to the extent not incon-
sistent with any special statute pertaining to a particular
corporation, be governed
“(1) by the Texas Business Corporation Act, as
amended, if organized for profit, and
Hon. P. Frank Lake, page 3, (WW-1205)
“(2) by the Texas Non-Pr~ofit Corporation Act, as
amended, if organized not for, profit.
“B. This Act shall govern all foreign and domestic
corporations including but without being limited to those cor-
porations heretofore or hereafter organized or granted a
permit to do business under any Statute of the State, includ-
ing the Texas Business Corporation Act, or the Texas Non-
Profit Corporation Act, except to the extent that any provisions
of this Act are expressly made inapplicable by any provision
of the Texas Business Corporation Act, the Texas Non-Profit
Corporation Act, or any special Statute of this State pertaining
to a particular type of corporation. ”
Since there are ,no spe,cial provisions regulating the dissolution of a domes -
tic railroad corporation, the provisions of the Texas Business Corporation
Act, relative to, di,ssolution, become applicable. Obviously, Article 1387,
R.C.S., having been repealed, Acts 57th Leg., R.S. 1961, p. 458, ch.
229, it is no longer, if it were ever,. applicable.
Your second question pertains to the proper fee to be charged for
issuing certificates of dissolution or filing such corporate dissolution papers
in connection with railroad corporations. Since the special provisions, pre-
viously contained in Article 3914, R. S. , pertaining to the fees to be charged
railroad corporations, have been repealed and there are now no special
provisions relating to such matters, the amount of the,fees is governed by
Article 10. 01 of the Texas Business Corporation Act. The same statutory
provisions govern the matters set forth in your third question since there
are no special statutory provisions as to such matters.
SUMMARY
Since there are no special statutory provisions
regulating the procedure for the dissolution of a railroad
company, the provisions of the Texas Business Corpora-
tion Act will apply to such a proceeding. Similarly, since
there are no provisions with respect to the filing fees to
be charged by the Secretary of State in connection with the
dissolution, or in connection with the filing of articles of
Hon. P. Frank Lake, page 4 (WW-1205)
incorporation or articles of amendments for railroad
companies, the amount of such fees is governed by the
Texas Business Corporation Act.
Yours very truly,
WILL WILSON
Attorney General of Texas
Assistant Attorney General
FBW/pe
APPROVED:
OPINION COMMITTEE
W. V. Geppert, Chairman
Dudley D. McCalla
Pat Bailey
Marvin Thomas
W. 0. Schultz
REVIEWED FOR THE ATTORNEY GENERAL
BY: Houghton Brownlee, Jr.
Untitled Texas Attorney General Opinion
Combined Opinion