Opinion No. ( 1987 )

The Honorable W.J. "Bill" McCuen Secretary of State State Capitol Little Rock, Arkansas 72201

Dear Mr. McCuen:

This is in response to your request for an opinion regarding Ark. Stat. Ann. 73-427 (Repl. 1979). You have asked, specifically, whether maps and plats laid subsequent to a foreign pipeline's domestication must be filed with the Secretary of State under 73-427.

Section 73-427 provides in pertinent part as follows:

Before any railroad, pipeline, or light and power corporation organized for the purpose of generating, transmitting and distributing electric power and energy for public use, of any other state or territory, shall be permitted to avail itself of the benefits of this act. . . such corporation shall file with the Secretary of State of this State a certified copy of its articles of incorporation. . . or charter. . .; and, upon the filing of such articles of incorporation or such charter with a map and profile of the proposed line. . . shall, to all intents and purposes, become. . . subject to all the laws of this State. . . . (emphasis added)

It is my opinion that this provision does not require the filing of maps and profiles of all lines laid subsequent to the foreign corporation's filing pursuant to 73-427. The General Assembly is assumed to have employed words in their most usual and common meaning. Williams v. American Broadcasting Companies, Inc.,96 F.R.D. 658 (D.C. Ark. 1983).

While the term "line" reasonably includes all extensions, additions or modifications anticipated at the time of filing, ordinary usage of that term would not dictate filings for all subsequent lines. Once the filing requirements are met and the requisite fees are paid pursuant to 73-427, the foreign corporation for all intents and purposes becomes a domestic corporation subject to the laws of the State. To the extent companies organized under Arkansas law are not required to make such filings, it would be inconsistent with the purpose of 73-427 to impose such a requirement. That provision was intended to afford the domesticated corporation the same powers and prerogatives conferred on companies organized under Arkansas law. See Act 11 of 1965, Section 2. Of course, the company will be required to comply with all laws applicable to a domestic corporation.

The foregoing opinion, which I hereby approve, was prepared by Assistant Attorney General Elisabeth A. Walker.