THEA'ITORNEYGENEIRAL
OF TEXAS
‘HILC WILSON
*-l-ro- OENERAL July 18. 1960
Col. Thomas C. Green. Secretary Opinion No. WW -884
Texas State Board of Registration
for Professional Engineers Re: Whether a corporation using
Austin, Texas the words “engineering com-
pany ” in its name is in viola-
tion of Section 1 of the Engineer-
ing Registration Act. when the
incorporators have not been duly
registered or exempted under
Dear Colonel Green: the provisions of such Act.
Your recent request for an opinion on the above subject reads
substantially as follows:
Under date of June 20. 1957, Dalton:Hinds &
O’Brien Engineering Company, 4125 Galveston Road,
Houston, filed in the office of the Secretary of State
Articles of Incorporation under the above name.
According to the records of the State Board of
Registration for Professional Engineers, none of the
three, Dalton, Hinds or O’Brien, who are the named
directors and incorporators, are registered as Pro-
fessional Engineers under the laws of the State bf
Texas.
Dalton, Hinds & O’Brien Engineering Company filed its Articles of
Incorporationwith the Secretary of State in June. 1957, and was subsequently
incorporated. The incorporation of Dalton, Hinds & O’Brien Engineering
Company being subsequent to the effective date of the Business Corporation
Act, it is subject to the provisions of that Act.
The Purpose CIause of Dalton, Hinds & O’Brien Engineering Company
(as stated in the Articles of Incorporation) is:
“The purpose or purposes for which the corporation
is organized shall be the performance of engineering
services, including construction and construction super-
vision, drafting and associated services. and consulting
services, all in: the field of mechanical. petro-chemical.
structural, civil. architectural, chemical process, elec-
trical and, instrumentation, and to do ail things necessary
or convenient for the accomplishment or the fur’therance.
.. -.
Col. Thomas C. Green, page 2 (WW-884)
either alone or in association with other corporations,
firms, or individuals. of any of the purposes of objects
for which the corporation is organized. All of the afore-
said services will be conducted by or under the direct
supervision of engineers who are duly licensed or regis-
tered in accordance with the laws of this State.”
Your first question is:
“Was the Dalton, Hinds & O’Brien Engineering Com-
pany lawfully incorporated in view of Article Z.OlB(2) of
the Texas Business Corporation Act?”
We answer this question in the affirmative.
Article 2.0lB(2) Business Corporation Act provides:
“B. No corporation may adopt this Act or be organ-
ized under the Act or obtam authorrty to transact business
in this State under this Act:
1.
. . .
“(2) If any one or more of its purposes for the trans-
action of business in this State is to engage in any activity
which cannot lawfully be engaged in without first obtarning
a lrcense under the authority of the laws of thus State to
engage in such activity and such a license cannot lawfully
be granted to a corporation.” (Emphasis ours)
Section 17. Article 3271a. Vernon’s Civil Statutes. also known as the
Engineering Registration Act, provides:
“A firm or a co-partnership or a corporation, or a joint
stock association may engage in the practice of professional
engineering in this State. provided such practice is carried
on by oniy professional engineers registered in this State.”
(Emphasis added)
The suggestion is made that since only individuals may be registered
as professional engineers. a license may not be granted to a corporation and
therefore incorporation for such a purpose is prohibited.
In our view. Article 2.0lB(Zj. Texas Business Corporation Act, was
only intended to’make clear that the Business Corporation Act passed in 1955
did not repeal by implication those various provisions of other laws prohibit-
ing the carrying out of special functions by corporations. See, for example.
Section 3 of Article 21.14. Texas Insurance Code. forbidding the licensing of
a corporation as a local recording agent. In the case of professional engin-
Col. Thomas C. Green, page 3 (WW-884)
eering, the Legislature has expressly provided that the practice may be
carried on by a corporation requiring only that the agency by which such
professional engineering services are actually rendered be registered
engineers. Nothing in the Texas Business Corporation Act is inconsis-
tent with this express provision of Section 17 of Article 3271a. therefore,
it cannot be said that the provisions of the last named statute were re-
pealed by the Business Corporation Act by virtue of any inconsistency.
Nor has-Section 17 been expressly repealed. It is true that a corporation
cannot get a professional engineer’s license, but more to the point is the
fact that a corporation is not required to obtain a license to do what is
permitted it by said Section 17. Since no license is required of a corpora-
tion to “engage in the practice of professional engineering,” the provi-
sions of Article 2.01B(2), Texas Business Corporation Act, are not appli-
cable.
Your second question is:
“Does the use of the words ‘engineering company’ in
the name of the corporation violate Section 1 of the Engi-
neering Registration Act when the incorporators have not
been duly registered oreEm@& under provisions of said
Act?”
We hold that the use of the words in the corporate name is not in
violation of such Act.
Section 1 of the Engineering Registration Act, Acts of the 45th
Legislature, Regular Session, 1937. chapter 404, page 816 (Article 327la,
Vernon’s Civil Statutes, Section 1) reads as follows:
“Section 1. That in order to safeguard life, health, and
property, any person practicing or offering to practice the
profession of engineering as hereinafter defined shall here-
after be required to submit evidence that he is qualified so
to practice and shall be registered as hereinafter provided:
and it shall be unlawful for any person to practice or off-er
to practice the profession of engineering in this State. or to
use in connection with his name or otherwise assume. use,
or advertise any title or description tending to convey the
impression that he is a professional engineer unless such
person has been duly registered or exempted under the pro-
visions of this Act.”
The effect of this provision in this context is merely to prevent the
use of the term “engineering” in the name of a corporation when the cor-
poration is not entitled to engage in the practice of professional engineering.
See WW-144.. Th,e fact that the name of the cTporation happens to include
the last names of persons interested in the corporation who are not regis-
tered as engineers does not convey the impression that such individuals
- -
Col. Thomas C. Green. page 4 (WW-884)
are ~entitled to act as professional engineers. As a practical matter there
are many instances where ~the corporate name does not indicate that the
person whose name is used is to perform any duty in behalf of the corpora-’
tion. Thus, for example, many corporations contain the name of their
founder, long since deceased, and thereby incapacitated in rendering any
services in behalf of the corporation. In our view the name only suggests
that the corporation is authorized to practice engineering. Since we have
held that the corporation is entitled to engage.in the practice of profes-
sional engineering, no violation of Section 1 of said Act is apparent. Since
your third question was apparently predicited on answers different from
those previously given, we make no reply to it.
SUMMARY
Article Z.OlB(Z), Texas Business Corporation Act,,
does not prohibit incorporation for the practice of pro-
fessional engineering where the actual practice is carried
on only by registered professional engineers.
Section 1 of the Engineering Registration Act (Article
327la. Vernon’s Civil Statutes) does not prohibit using
the words “engineering company” in its name where the
incorporators and members have not been duly registered
or exempted under the Act.
Yours very, truly,
WILL WILSON
Attorney General of Texas
BY &&L&&&&
Fred B. Werkenthin
Assistant Attorney General
FBW/pe
APPROVED:
OPINION COMMITTEE:
W. V. Geppert. Chairman
Cecil Cammack, Jr.
Elmer McVey
James Irion
C. K. Richards
APPROVEDFOR THEATTORNEYGENERAL
BY:
Leonard Passmore