Untitled Texas Attorney General Opinion

THE ATTOFWEYGENEFCAL WVILL WILSON A-rroRNEY OENERAL July 25, 1960 Hon. Zollie Steakley Opinion No. WW-895 Secretary of State Capitol Ration Re: Whether the names of Austin, Texas certain corporations or pro- posed corporations indicate or impIy a purpose to operate a title Insurance company in contravention of Art. 2,05A(2). Texas Business Corporation Act. Dear Mr. Steakley: You have asked this office the specific question, whether the names of certain corporations or proposed corporations indicate or imply a purpose to 0 erate a title insurance company in contraven- tion of Article 2.05A P2). Texas Business Corporation Act, where the purposes of such corporation or proposed corporation do not include the operation of a titIe insurance company. The names are: Texas Title Guaranty Co. Agency; Community Title Insurance, Inc.; State- wide Abstract Title and Guaranty Company. Article 2.05 of the Texas Business Corporation Act provides in part as follows: ‘A, The Corporate name shal1 conform to the following requirements: “(1) It shall contain the word ‘corporation.’ ‘company,’ or ‘incorporated,’ or shall contain an ab- breviation of one of such words, and shall contain such additional words as may be required by law. “(2) It shall not contain any word or phrase which indicates or implies that it is organised for any purpose other than one or more of the purposes contained in its articles of incorporation.” In our opinion, the names “Ccmmuntty Title Insurance, Inc.“, and “Statewide Abstract Title and Guaranty Company” do indtcate and imply a purpose to operate a title insurance company in Hon. Zollie Steahley, page 2 (WW-895) contravention of Article 2.05A(2), above quoted, while the name ‘*Texas Title Guaranty Co. Agency” is ambiguous in this respect, but violates subsection (1) and (2) of Article 2.05A. The name “Texas Title Guaranty Co. Agency’* primarily suggests acting as agent for another entity named “Texas Title Guaranty Co.’ . However, if this be the construction intended, the name would violate subsection (1) of 2.05A quoted above, since the necessary wording is not used in the manner implfedly required by this subsection - that is, in a manner which will help disclose that a business is a corporation. Absent this construction, it is just as consistent to reason that the name implies the engaging in the title guaranty business and the business of acting as agent for a title guaranty company as to reason that the name implies that such a company will act only as agent for a title guaranty company. Hence, the name also violates subsection (2). It is evident the words “‘Community Title Insurance, Inc.” indi- cate or imply a purpose to engage in the title insurance business. Llhe- wise, the name “Statewide Abstract Title and Guaranty Company” indi- cates or implies that such a company will engage in the business of making title guaranties which amounts to the engaging in the title insurance busi- ness. See definition “Guaranty Company,” Webster’s New International Dictionary, Second Edition, p. 110; also Attorney General‘s Opinion No. ‘opw-440 and authorities therein cited. SUMMARY The names “Texas Title Guaranty Co. Agency, ” “Community Title Insurance, Inc.,” and “Statewide Abstract Title and Guaranty Company” violate Article 2.05, Texas Busi- ness Corporation Act. Respectfully submitted, WILL WILSON Attorney General of Texas By?!h@.k&j&& er enthin APPROVED: Aztistant Attorney General OPINION COMMITTEE: Gordon Cass. Acting Chairman John Wildenthal Bob Walls Paul Floyd REVIEWEDFORTHEATTORNEYGENERAL BY: Leonard Passmore