Hon. N. 0. Flowers Opinion No. O-1732
Secretary of State Re: Procedureand amount of filing
Austin,Texas fee a corporationshouldpay in ex-
tendingits charterand decreasing
Attentionof Will Mann Richardson its capitalstock.
Dear Sir:
Your recentrequestfor an opinionof this departmenton the above
statedpropositionhas been received.
We quote from your letter as follows:
Vhe BeaumontImprovementCompanywas granteda charter
in 1890, for a period of fifty years. The capitalstock was
$100,000.00. The corporationtishes to extend its charter
under the provisionsof Article 1315a ard also to decrease
the capitalstock to $5O,OOC.O0.
"The corporationtakes the positionthat because the de-
crease in capitalstock is concurrentwith the extensionof
the charter,that the filing fee shouldbe $90.00,which is
the correctfiling fee for the extensionof.a charterof a
$.50,000.00corporation.
"ThisDepartmenttakes the positionthat the decreasein
capitalstockmust be a separateamendment,in accordance
with Article1332, and that the filirg fee for such an smend-
ment would be the minimum of $50.00,airdthat the filingfee
for the extension,accordingto Article 1315a, would be $90.00,
making a total of $lhO.OOfor the two, it being the opinion
of this Departmentthat bo separateinstrumentsare contem-
plated and two filing fees must be paid.
Vhe corporation,on the other hand, states that it feels
that the matter shouldbe consideredas an applicationfor a
new charterfor a ~~O,OOO.OOcorporationand that no fee should
be chargedfor the amendmentdecreasingthe capitalstock.
"It has been the customof this Departmentto allow the
amendmentof a charterin two particulars,such as a change of
nsme~anda change of address,and only one filing fee would be
chargedfor the amendment,but we believe that Article1315a
Hon. M. 0. Flowers,page 2 (O-1732)
providesfor an entirelydifferentinstment than an amend-
ment, and that the extensionof a chartershouldpay a separ-
ate filing fee and the decreasein capitalstock shouldalso
pay a filingfee.
"We would appreciatean opinionfrom your Departmentas
to whetherthese two portionsof the chartercan be amended
in one instrumentand pay ens filing fee, or whethertwo
instrumentsand two filing fees are contemplated."
Articles1315(a)and 1315(b)read as follows:
"Art. 1315(a). Subjectto a findingby the Secretaryof
State as hereinafterprovided,any privatecorporationorgan-
ized or incorporatedfor any purpose or purposesauthorized
under this Title,at any ~time~uithin ten (10) years prior to
the expirationof its charter,or any extentionthereof,may
extendsuch charterand the corporateexistenceof such cor-
porationfor an additionalperiod of not to exceedfifty (50)
years frcm the expirationdate of the originalcharter,or
any extensionthereof,with all the privileges,powers,immuni-
ties, right of successionby its corporatensme, and rightsof
property,real and personal,exercisedand held by it at such
expirationdate, to the same intentsand purposesas upon origi-
nal incorporation.The manner of extendingany such charter
shall be by a resolutionin writing,adoptedat any annual or
specialmeeting of stockholderscalledfor that purposeby
stockholdersholdinga majorityof the shares of capitalstock
of such corporationthen outstanding,such resolutionto speci-
fy the period of time for which the charteris extended,and a
copy of such resolution,duly certifiedby the secretaryof the
corporation,under the corporateseal, shall be filed dnd re-
corded in the officeof the Secretaryof State. Upon the adop-
tion of such resolutionand the filing of a certifiedcopy
thereofwith the Secretaryof State, 'together with payment of
the fiiing fee hereinprescribed,the charterand corporate
existenceof such corporationmay be extendedfor the additional
period of time recitedin such resolution. The filing fee to
be paid for any such extensionof a chartershall be such fee
as said corporationwould be requiredunder the Statutesof
Texas to pay in the event it was then applyingfor a new char-
ter insteadof extendingits then exi.stFng charter.
"Such extensions,however,may be made only in instances
where-theSecretaryof State shall have found, after proper
investigation,that such corporationis solventand its capital
unimpaired.
"Art. 1315(b). The provisionsof Article 1315'(a) shall
extendto and include.allprivate corporationsincorporatedun-
der the generallaws of Texas. The period of ten (10) years
of the charteror anv extension thereof
--ior to the n---