Untitled Texas Attorney General Opinion ( 1939 )

Hon. Tom L. Beauchamp
Secretary of State
Austin, Texas
Dear Sir:
Opinion No. O-745
Re: Renewal of the charter of
Weatherford, Mineral Wells
& Northwestern Railroad Co.
Your request for an opinion as to the amount of the filing
fee to be charged for the renewal of the charter of the Weatherford,
Mineral Wells & Northwestern Railroad Company, and as to whether the
renewal resolution and certificate should be submitted to the Attorney
General's Department for examination and approval, has been received
by this department.
Article 6268 of our Revised Civil Statutes expressly pro-
vides the manner for renewing the charter of a railroad corporation.
None of the articles relating to railroads make'any provisions for
the filing fee of the renewal of a charter.'
We think that the filing of the renewal resolution and
certificate of this concern is an amendment to the original charter,
and the filing fee is fixed by the terms of article 3914~,of,our
Revised Civil Statutes.
Article 3914,Revised Civil Statutes, reads, in part,
as follows:
"The Secretary of State is authorized and
required to charge for the use of the State the
following other fees:
"Upon filing each charter, amendment, or
supplement thereto of a channel and dock, rail-
road, magnetic telegraph line, street railway
or express corporation, a filing fee of two
hundred ($200.00) dollars, provided, that if
the authorized capital stock exceeds one hun-
dred thousand ($lOO,OOO.OO) dollars, an addi-
tional filing fee of fifty cents for each one
Hon. Tom L. Beauchamp, page 2 (O-745)
thousand ($l,OOO.OO) dollars authorized capital
stock or fractional part thereof, after the first
one hundred thousand'($lOO,OOO.OO) dollars shall
be paid."
Your letter recites the capital stock of this corporation
is $100,000.00. The above article provides for filing fees of each
charter, amendment or supplerkentthereto of certain corporations,
among them "railroads" and we think this article is decisive of
your first question. The filing fee is two hundred ($200.00) dollars.
We call your attention to volume 13 of American JurispN-
dence, section 85, page 228 which reads as follows:
"A mere extension of a cbrporate term of
existence, made.either before or after the ex-
piration of the original term is uniformly held
to constitute a contihuation of the old and not
the creation of a new ,corporation."
There are a good many cases as authority for the above
stat.ement,one of them being the case of Ohio Tie Co. v. Brunner,
Secretary of State, 146 S.W. 749, a Kentucky case. We also find as
a concurr+g authority on this question a'foraer opinion by this
department to the Eon. A. J.~Power, Assistant Secretary of State,
Way 22, 1933,written by Pat Dougherty, Assistant Attorney General'
and found in opinion book No. 346,at page 529.
As to the submission of the renewal tc thls'deepartment
for examination and approval, you are'familiar with article 6263
of our Revised Civil Statutes, which reads as follows:
'The articles of incorporation, when .so
prepared, adopted and signed, shall be submit-
ted to the Attorney General, and, if he finds
them to be in accordance with the provisions
of this chapter and not in conflict with the
laws of the United States, or of this state,
he shall attach thereto a certificate to that
effect."
In view of our holding that this renewal is an amendment
to the charter of the above corporation, we do not think that it
is necessary to submit the renewal resolution to this department
Hon. Tom L. Beauchamp, page 3 (O-745)
for its examination and approval. We do not think article 6263
requires that it be done since this procedure is amendatory in
character.
Yours very truly
ATTOMEY GENERAL OF TEXAS
By /6/ Morris Hodges
Morris Hodges
Assistant
MH:omb:lln
APPROVED:
I4 Gerald C. Mann
ATTORNEY GENERALOFTEXAS
APPROVED
OPINION
COMMITPEE
BY /s/ GRL
CHAIRMAN