Auenlv 11.'I'JCXAR
March 23. 1959
Honorable Zollie Steakley Opinion No. WW-581
Secretary of State
Capitol Station Re: What filing fee should the
Austin. Texas Secretary’of State require
for filing the application
for extension of the charter
of Wool Growers Central
‘Dear Sir: Storage Company ?
The opinion of this office has been requested regarding the proper
fee for filing an application for extension of the charter of Wool Growers
Central Storage Company. The facts involved are stated in your opinion
request.
“There has been submitted to’this office for filing
an application for extension of the charter of Wool Grow-
ers Central Storage Company pursuant to the provisions
of Article 1315(a), Revised Civil Statutes of Texas. This
corporation was organized for the general purpose of op-
erating a public warehouse company and has not adopted
the Texas Business Corporation Act. The charter was
filed on February 11, 1909. and the period of existence
stated in its charter is fifty years.
-. . ,
Y
“What filing fee should the Secretary of State re-
quire for filing the application f,or extension of the char-
ter of Wool Growers Central Storage Company?”
The question is whether the old corporation law or the Business Corpora-
tion Act is to control in determining the proper filing fee for a corporation
in existence at the time of the effective date of the Business Corporation
Act but which has not adopted such Act.
Article 9.14(B) of the Business Corporation Act supplies the answer
to this question wherein it is stated:
“B. For a period of five (5) years from and after
the effective date of this Act, it shall not apply to any
domestic corporation duly chartered or existing on said
effective date or to any foreign corporation holding, on
that date, a valid permit to do business in this State,
Honorable Zollie ‘Steakley, Rage 2 (WW-5Sl) J
unless such domestic or foreign cbrporation shall,
during such period of five (5) years, voluntarily elect
to adopt the provisions of this Act and shall comply
with the procedure prescribed by Section C of this
Article. *
The Business Corporation Act became effective 90 days after June 7,
1955. the date of adjournment.
Article 9.15(A) adds impetus to what has already been said.
“A. Except as provided in the last preceding
Article, existing corporations shall continue to be
governed by the laws heretofore applicable thereto.”
Article 10.01 of the Texas Business Corporation Act, which pro-
vides for the collection of fees, states in part as follows:
“A. The Secretary of State is authorized and
required to collect for the use of the State the follow-
ing filing fees upon filing the following documents
filed pursuant to the provisions of this Act.
“(1) Filing articles’of incorporation of a do-
mestic corporation and issuing a certificate of incor-
poration. Fifty Dollars ($50).”
Thus, it is apparent that such a corporation as the one here in-
volved is not governed generally by the provisions of the Business Cor-
poration Act (9.14(B) and 9.15(A)) and cannot be governed by the particu-
lar Article in question because of the specific language of limitation
above underlined in such Article. (10.01)
It follows that the fee to be paid by such corporation is~ governed
by the terms of Article 1315(a) which is applicable to corporations ex-
isting at the effective date of the Business Corporation Act but which
have not adopted such Act.
SUMMARY
The filing fee for filing an application for
extension of the charter of Wool Growers
. -
Honorable Zollie Steakley, page 3 (WW-581)
Central Storage Company is governed by
the provisions of Articles 1315(a) and
3914. V.C.S.
Very truly yours.
C. Dean Davis
Assistant
CDD:lm
APPROVED:
OPINION COMMITTEE:
Geo. P. Blackburn. Chairman
John L. Estes
Tom I. McFarling
W. R. Scruggs, Sr.
Z. J. Turlington
REVIEWED FOR THE ATTORNEY GENERAL
BY:
W. V, Geppert