R-990
341
OFFICE OF
THENATTORNEY Gmmm
AVSTXN,TEXAS
PRICE DANIEL
ATTORNEYGENERAL December 30, 1947
Honorable Paul H. Brown Opinion No. V-466
Secretary of State
Austin, Texas Re: The franchise taxes to be
collected from a corpora-
ATTN: Wm. E. Stapp, Chief tion chartered to exercise
Charter Division both of the powers enum-
erated in Sac. 1 of Art.
1302d, V. C. S.
..~-
‘Dear Sir:
Your request for the opinion of this Department is as
follows:
“This office has received and filed a charter
for a particular corporation organked under Arti-
cle 1302d, as amended, 1947. The corporation has
for its purpose clause both subdivisions of Section
‘1 of that Article.
“This office required the payment of two fran-
chise taxes.. The~aniount so paid’was paid under pro-
test, the attorneys for that corporation maintaining
that Article 7084f requires only one-fourth of the
original amount for each ,additional purpose.
“In connectiOn with this question, see Senate
Bill 134, Acts of 1947, 50th ,Legislature, Chapter 237,
Section 1. See also Article.‘l302d, Section2 of this Art-
icle, prior to amendment.
‘Should this office collect duplicate franchise
tax amounts, or one and one-quarter franchise taxes,
or only one fran~chise tax?”
Article 1302d, V. C. S., was first enacted in 1945, as
Chapter 252; Acts of the 49th Legislature, and is as follows:
“Section 1. Corporations may be formed in the
manner provided by general law, to exercise either
or both of the following powers:
342 Honorable Paul H. Brown, Page 2 (V-466)
“(a) To buy livestock, poultry, and products of
ranch, farm, dairy and creamery, and the by-products
thereof, and manufacture, process, and sell such pro-
ducts and by-products.
.“(b) To buy, manufacture, and sell feeds, ferti-
lizers, insecticides and fungicides.
“Sec. 2. Any corporation which includes in its
charter or any amendment thereto both of the powers
ngmed in Section l(a) and (b) hereby shall pay the
franchise tax provided by law for each of said powers
or purposes. No corporation authorixed under the
provisions of this Act shall be permitted to own or
operate more than one establishment or business
under the same charter without paying the chain store
tax provided in Chapter 400, Acts of the First Called
Session of the Forty-fourth Legislature, as amended,
on each such establishment or place of business from
which it makes.sales of any such products or by-pro-
ducts. This Section shall not apply to associations
organixed under Chapter 8, Title 93, of the Revised
Civil Statutes of Texas of 1925, controlling Marketing
Associations.”
Section 1 of Chapter 252, Acts of the Forty-ninth Legis-
lature, was amended by Chapter 237, Acts of the Fiftieth Legislature,
1947. as follows:
“Section 1. That Section 1 of House Bill No. 375,
Chapter 252, Acts ot-the 49th Legislature of the State
of Texas, Regular Session, 1945, page 390, be.and the
same is hereby amended so as hereafter to read and
provide as follows:
“Section 1. Corporations may be formed in
the manner provided by General Law, to exercise
either or both of the following powers:
“‘(a) To buy livestock, poultry, and products
of ranch, farm, dairy and creamery, and the by-pro-
ducts thereof, and manufacture, process and sell such
products and by-products;
“‘(b) To buy, manufacture, and sell feeds, ferti-
lizers, insecticides, fungicides, soaps and cleansers.’
(Emphasis added)
Honorable Paul H. Brown, Page 3 (V-466)
‘Sec. la. Any corporation which has heretofore
adopted in its charter or in its permit to do business
in Texas the powers enumerated in Section 1 of House
Bill No. 375, Chapter 252, Acts of the Regular Session
of the 49th Legislature, shall have and may exercise
the powers enumerated in Section 1 of this Act.”
It will be noted that only Section 1 was amended. The
act of the 50th Legislature begins: -. . . That Section 1 of H. B.
375 . . . be and the same is hereby amended so as hereafter to read
and provide as follows.. . .I The Legislature did not amend the
whole chapter. Under Section 36 of Article 3 of the Texas Consti-
tution, a section of a law may be amended, reenacted, and published
without reenacting the whole statute.
The amendment, therefore, in no way changed the effect
of Section 2 of the Act of the Forty-ninth Legislature which required
any corporation including in its charter both of the powers named in
Section l(a) and (b) to pay the franchise tax provided by law on each
of said powers or purposes, and that provision of Section 2, as well
as the remainder of said Section, is still in full force and effect.
That portion of Article 7084 referred to in your request
is as follows:
“Art. 7084. . . Sac. (f) Corporations which are
now required to pay a separate franchise tax for each
purpose or business authorized by their charters,
shall hereafter pay only the tax provided hereunder for
one purpose, and one fourth (l/4) of such amount for
each additional purpose named in their charters.. . .
As amended Acts 1941, 47th Leg., p. 269, ch. 184. Art.
VIII, 8 1.”
It will be noted that the foregoing Act was passed in 1941
and specifically stated that corporations which were then required to
pay a franchise tax for each purpose authorized by tliicharters
should pay the tax on only one of such purposes and an additional
one-fourth of such amount for each additional purpose. The pas’sage
of Chapter 252, Acts Forty-ninth Legislature, however, created an
exception to Section (f) of Article 7084 to the extent that any corpora-
tion having both purposes authorized by Chapter 252, Acts of the 49th
Legislature, was required to pay the franchise tax on each of said
purpose 6.
The Secretary of State should therefore require the pay-
ment of the franchise tax provided by law for each of said powers or
purposes in accordance with the provisions of Section 2, Article 1302d,
v. c. s.
Qonorable Paul H. Brown, Page 4 (V-466)
SUMMARY
Corporations organized or doing business un-
der both of the purpose clauses included in Section
1 of Article 1302d, V. C. S., are required to pay a
franchise tax for each of said purposes as provided
by Section 2 thereof.
Yours very truly
ATTORNEYGENEIULOFTEXAS
C. K. Richards
Assistant
CKR/JCP
APPROVED :
ATTORNEYtiENEti