Opinion No. 71-203 (1971) Ag ( 1971 )

SAVINGS AND LOAN CODE — STATUTORY FILING FEE The statutory filing fee referred to in 18 O.S. 381.25 [18-381.25] (1970) is found under the "General Business Corporation Act" at 18 O.S. 1.247 [18-1.247](1) (1961). The Attorney General has had under advisement your letter in which you ask the following question: "Under the new Savings and Loan Code, enacted during the 1970 session of the Legislature, the Secretary of State is to issue an amended Certificate of Incorporation upon payment by the association of the statutory filing fee for filing amended articles. Is the statutory filing fee for filing amended articles under the Savings and Loan Code the same as that fee provided for filing amended articles under the Business Corporation Act?" In 1970, the Oklahoma Legislature passed the Oklahoma Savings and Loan Code of 1970. The Savings and Loan Code has been codified in the Oklahoma Statutes at 18 O.S. 381.1 [18-381.1] through 18 O.S. 381.70 [18-381.70] (1970). Title 18 O.S. 381.25 [18-381.25] (1970), provides as follows: "All amended articles shall be submitted to the Board for approval and shall be filed with the Secretary of State, who shall issue an amended Certificate of Incorporation upon payment by the association of the statutory filing fees for filing amended articles and issuance of an amended Certificate of Incorporation." Section 18 O.S. 381.25 [18-381.25], supra, does not specify the amount of fee to be charged by the Secretary of State for the filing of an amended Certificate of Incorporation. The Savings and Loan Code provides for "examinations and annual fees" (18 O.S. 381.15 [18-381.15]) in connection with "filing requirements for a new association" (18 O.S. 381.16 [18-381.16] (1970)) which are exclusive to Savings and Loan Associations and do not come under the General Business Corporation Act. However, the Savings and Loan Code does not contain provisions for the amount of fee to be charged by the Secretary of State for filing amended articles and issuing Certificates of Incorporation. Under a prior statute, 18 O.S. 231 [18-231] (1963), a fee of $50.00 was provided for filing amended articles of incorporation and issuing a certificate thereon. However, 18 O.S. 381.67 [18-381.67] (1970) specifically repealed 18 O.S. 231 [18-231] (1961) as amended. As the Legislature did not make specific provisions for the statutory filing fee referred to in 381.25, supra, of the Savings and Loan Code, it is the Attorney General's opinion that the general filing fee statutes found under the Business Corporation Act at 18 O.S. 1.247 [18-1.247](1) (1961) applies. This section provides: "Secretary of State, for services performed in his office, for expense of mailing, and for filing in the office of the county clerk, shall charge and collect the following fee. . . "(1) For articles, or amended articles, of incorporation, of consolidation, of merger, or reorganization, of revival and extinction, of disillusion, of domestication, or of withdrawal, eight dollars ($8.00) plus two dollars ($2.00) for each county in which a copy of such articles and corresponding certificate are required to be filed; in the case of amended articles of incorporation changing the location of the registered office from one county to another, twelve dollars ($12.00) provided that corporations organized for religious education or charitable purposes inclusively shall only be required to pay a fee of two dollars ($2.00) for all of such services;. . ." (Emphasis Added) It is the opinion of the Attorney General that the answer to your question is in the affirmative. That the statutory filing fee referred to in 18 O.S. 381.25 [18-381.25] (1970) is that found under the General Business Corporation Act at 18 O.S. 1.247 [18-1.247](1) (1961). (Paul C. Duncan)