Hon. H&O. Flowers
Secretary ot State
Austin, Texas
Bear Sirt upA~Aon No, Q-2038
Ret Fllln& f&e for renewal of railroad aom-
pany aharter.
This will acknowledge receipt of your letter of March 1
1940, in which you seek the oplnlon of.thlB department on the proposi-
tion of the correct filing,~ee to be charged a railroad corporation
upon the filing of,a renewal where the charter thereof had expired by lapse
,of time.
Artlale 6268;Tltle 112, _ReviBed Civil Statutes of Texas
1925;~ authorizes the renew&i1 of a chaPtier of a railroad company. Thi:
article ie sileiIt as to the emount of,the fee to be charged therefor.
Artlole 3914, Re,vlBed GlVil Statutes of Texas, 1925, pro-
vides the feee to be.charged by the Secretary of.State for the filing of
the various Instruments required .by law t,o ,be filed In that office.
Paragraph one thereof readst
"Upo~~flllng each charter', amendment,, or sup-
plement thertbo of a'channel and dock, railroad,
magnetic telegraph line, etreet ral.lw&y or expres
corporation, ,a filing fee of Two Rundred ($.200.00~
Dollars, provlded,.that if the authorlaed capital
stock exceecls One Hundred Thousand ($lOO,OOO.OO) Dol-
lars, an additional flllng fee'of Fifty Cents for
each One Thbusand ( l,OOO,OO) Dollars authorieed cap-
ital sfock.or,fra.ct f onal part thereof,; after the first
done Hundred ThouBand ($100,000.0~)~~Do~~arB, Bhall be
paid."
Article 1315(a), Revised Gltvll Statutes of Texas, 192.5, deals
with the right of private corporation~e~organieed under Titl,e 32, Revised
01~11 Statutes, to renew their ohartera. Thensame reads:
"Subjeat‘to a finding by the Secretary of State
aB.herelnaf%&r provided, any private corporation organ-
ized or incorporated for any purpose or parposes author-
ized under.thlB Title, at any tlme within ten (10) years
prior to the expiration of its chazter, or any extension
thereof, may,.extend such ohaMer and the corporate exls-
tence of such corporation for an addlt.lonal period of
Hon. M.O. Flowetis, Page 2 o-2038
not to exceed fifty (50) years from the expiration date
of the Original charter, or any extension thereof, with
all the privileges, powers, Immunities, right of succes-
sion by ita corporate name, and rights of property, real
and Personal, eXerCl8ed and held by It at Buch expiration
date, to the same intents and purposes as upon original
Incorporation. Tha manner of extending any such charter
shall be by a,resolution in writing, adopted at any annual
or BpeCial meetin&of stockholdera called for that pur-
pose by stockholders holding a majority of the shares of
capital stock of such corporation then outstanding, suc#~
resolution to specify the period of time for which the
charter Is extended, and a copy of such resolution, duly
certified by the secretaryof the corporation, under the
corporate seal, shall be filed and recorded In the office
of the Secretary of State.’ Upon the adoption of such res-
olution and the filing of a certified copy thereof with
the Secretary of State, together with payment of the filing
fee harein prescribed, the charter end corporate existence
of such corporation may be extinded for the additional
period of time recited in Buch resolution. The filing fee
to be p&id for any such extension of a charter shall be
such fee’as said corporation would be required under the
Statutes of Texas to pay in the event it was then applying
for a new charter Instead of extending its then existing
charter.
“Such extensions, however, may be made only in
Instances where the Secretary of State shall have found,
after proper investigation, that such corporation is
solvent and its capital unimpaired. ”
The above quoted artiale was passed at the regular session
of the 45th Legislature. Thereafter, at the first called session of the
same Legislature, Article 1315(b) ~was passed,mik.lng Article 1315(a),
Bupra, apply to all private corporations. It reader
“The provisions of Artiole 1315(a) shall extend
to and inolude all private corporations incorporated
under the general laws of Texas. The ,period of ten (10)
years pri r to the expiration of the charter ol) any ex-
tension t Rereof referred to in Article 1315(a) shall ln-
elude the period of time during which Buch~corporation
may have continued its existence under the provisio!B of
Article 1389 of the Revised Civil Statutes of 1925.
That portion of ArticJ.e 39Z4, supra, with which we are here
concerned is a’general statute providing fofl the collection of filing fees
by the Secr&ry of $tate for, the filing of . ..each charter, amendment, or
supplement thereto. Whereas, Articles 1315(a) and 1315(b), swra, a?%
special statutes dealing with the sole subject oft renewals of charters. It
is OUT opinion that there Is no conflict between Articles 3914, 1315(a) and
1315(b) The latter articles merely make provision for something
not q&i??%iy covered by Article 3914.
Article 1315(a) provides thatt
0-203s
. . . ..The filing fee to be paid for any such
extension of a charter,ahall be such fee as said cor-
poration would be required under the Statutes of Texas
to pay In the event it was then applying for a new char-
ter instead of extending Its then existing charter....*
This provision Is made applicable to railroad,corporations
by the terms of Article 1315(b), supra. Such provision necessarily refers
UB to Article 3914, supra,,for a d&termination of the correct fee to be
charged. The filing fee required by such article for a new charter 1s
Two Kur@red ($200) Dollars plus Fifty cents (50#) for each One Thousand
($1,000) Dollars capital stock of fractional part thereof over and above
the first One Hundred Thousand ($100,000) Dollars. We believe this to
be the proper basis for calculating the filing fee tobe paid upon the
filing of a renewal or extension of a railroad company charter.
Yours very truly
ATTORNEYCIENXRALOFTEXAS
By a/ Lloyd Armstrong
Lloyd Armstrong
Assistant
LAt AW:wc
ApPRm PiARm 30, 1940
s/ Oerald C. J&m
AlTORNEp O%NERAL OF TEXAS
Approved Opinion Committee. by s/BwB Chairman