E Y GENERAL,
EXAS
Urrcb 13, 1997
,
Hoa, Robert 8, Gslvcrt Oplakoa No. WW-50
ComptmUer of Public Accouatr
Capltoor station ! Re:, Whether or not the tag provided
Auetn. Texua for by Ahcticle 7047m,, VAX.,
rccrks *re all acts in con-
noctlon wtth the transfer occur
out#Ur the bounderies of Tcr~
except tha’ r*cordln# of the
‘, t,ranrfer on the offlclal books
Dear Mr. Calvsrt: of tlkTe**a etqoratlon,
,
You:: ropwat the ,optnfon of tbfr of&x M to whether
Article 7047m, Vernun’s Clvll St8tutes,, im.poser a *tamp tux upon
the transfer of tbe stock of a corporation when every incident of the
trtutofer occurs outride the Istate, ercapt the trwsfer upon the hooks of
the cOrp0ratiOa
Firmt, it rbould be noted tbaf the @at&e upoa which frur
rlor opinton. NQ, O-3713, wus bar4b no .longer prevritr. Article 1334,
t ,c&, upon wblt* oar prior opinion wbs rendered, bus become inopera-
tive rod bar been rupeisadrd by Article 133~0-1, VA.&, of the Unfform
lbeh Transfer Act.
ft Is no iotqer required tbot lto c k
be transferruble only on
1. the books of the Wtl#rMon ,in r,uch 6aamer AS the by-luws nuy
prsscrtbe to complets the rrle or trsnrfer. The Court bold k tkr cuse
199 S.W.Zd 792 (‘X%x.
e’ 1358-i, VGB., ar fol-
lowr:
“Qn small pieces of pqtor are wrtttsn tbe 8vfUencc
of foMmer, It is tborefore of great importance that
these titlas‘ qhould rest on l mme foundation; . . The m&r
purpore of the Oniform Act tn to mate certificate6 of
stock the 601~ represaatuttva of the shares which they
represent. . . . A transfer of stock certificate is made to
.
.
.’
“The above section negstlves the necessity of a
transfer on tbu books of the cornpuny. Such transfer
,,,,
:
‘m* Robert S. Calvcrt, page 2 (WW-58)
under the Act becomes no more than the recording
of a deed to land. ,..* (Emphuio rupptied)
Therefore, under the undisputed facts, es submitted. by
you. transfer. of stock in a domestic corpordtion is speclfically
exempt from the taxby th$ portion of Article 7047m, Sectton,,L,
V.C&, rrrtilnq aa follows:
,,,~,’:, ,~,,’
I. , .,; xux In reopact to ohwee or certificates
of stock or certificates of rtghts to s,tock. or csrtt#ficatee
of ~depooit reprerenttng certtftcmter of the character tared
by this Article, in any domerrtic associ(L.tion, company, O,P
corperatioo, If n&her the sble, nor the order’ for, nor’
,agrecat& to buy, nor the agreement to sell, nor the
memor*qdum of @ale, aor &e hlkety ir made In ti$fs’
r,tatep. . .” :
Yocr$. tIlor6rom rmpedftbtip i&l&d tbst, ii+ ‘*t&&i
t&w ,14 due an tb treaofer of. certff4catra .of rtock of a douu&te
corpor+tAon under the frets perented by you,
The’ tax statute exempted, and exempts, foom:~tbe
& tax, transfers, the requisites are concluded
without the State, “when no Act necessary to effect
the sale or trrnsfer is done in this State”.
Former Article 1334 required transfer oa the
corporate books. That statute, was repealed and
1358-l was substituted which provides transfer is
by andorrement and delivery and specifica!ty piovlde#
trsnrfer on the booke is not a requisite, even though
required by the corporate charter and by-laws.
The Snyder Case holds the *transfer is effectuated
‘without regard to trrnsfer on the books of the
company”. The LegSstature thereafter amended the
tax statute with presumptive knowledge of the repeat
of 1334, the enactment of 1358c1;, and the constru?-
t&on givtn the latter in the Snyder Case, yet it did
not t&x “recorded transfers”. Rtcording the transfers
#o& Rokit I, ,$4lvcrk, pye 3 ‘IWW-58)
b mt ryu$eltc to the arle or trmefcr.
Therefore, U 411 that LB to he doas La Toma
i& to mcord t?w trmofcr “m Act wcesaarj
to effect the 041s or tranefer Le done lf~ thi6
Bt&e” and the tranrraction le tax esem)t.
i
Yourr Ay,
WILL WILSON
Attorney General
APPsfovEb:
OPINION COMMITTEE
X. Gruly Chandler, Chairman
LPL:cs