Untitled Texas Attorney General Opinion ( 1960 )

THEATTORNEY GENERAL OF TEXAS AUSTIN 11. TEXAS The Hon. Zollie Steakley Opinion No. WW-860 Secretary of State Capitol Station Re: Whether the Secretary of Austin 11, Texas State should accept and file Articles of Incorporation with purposes directly connected with and related to the operation of a detective agency without requirin compliance with Sub- division 7 96)of Article 1302. Dear Sir: This office has considered your opinion request which reads in part as follows: “This is to request your opinion concerning proposed Articles of Incorporation which include the following purpose clauses: (a) To engage in a sales checking service for merchants, proprietors, and all other firms, persons, or corporations engaged in the sale or dis- tribution of goods, wares and merchandise at retail or wholesale: for the purpose of determining and establishing cash or inventory shortages or both such sources, and the cause and the amount of any such shortages and the loss, if any, resulting there- from. (b) Provide service to merchants, proprietors and all others engaged in the wholesale or retail sale or distribution of goods, wares and merchandise, to inspect, investigate and determine cash or inventory shortages by said owners of businesses and report findings to clientele; (c) To generally conduct an investigation service to persons engaged in the retail or wholesale business as it relates to problems of their personnel where these persons are suspected of being respon- sible for cash or inventory shortages and detecting the cause or causes of said shortages. The Hon. ZoPlie Steakley, page 2 (WW-860) ‘“Article 9.15B of the Business Corporation Act provides in part as follows: 1’0 D -any special limitations, obligations, liabilities, and powers, applicable to a particular kind of corporation for which pro- vision is made by the laws of this State. n .shall continue to be applicable to any such corporation. . .*‘* “‘It has been the departmental construction of this office since the effective date of the Business Corporation Act (and prior to this ad- ministration) that corporations organized for the purpose of operating a general detective agency are “a particular kind of corporation” within the purview of Article 9.15B, and hence must comply with Sub- division (96) of Article 1302 of the Revised Statutes.** It is our understanding that it is the position of the attorneys representing the proposed corporation that the corporation is not a general detective agency within Art. 1302(96). There are two questions involved in this opinion request: (1) Is the proposed corporation a general detective agency within Art. 1302(96). The answer is “yes”‘. (2) Has Art. 1302(96) been repealed by the Texas Business Cor- poration Act? The answer is “noon. Article 1302(96) authorines the incorporation of general detec- tive agencies and provides in part: ““96. Private corporations may be created under the General Laws of this State by the volun- tary association of three (3) or more persons for the purpose of authorizing, creating, and operating a general detective agency to furnish detectives to make investigations and reports of same to the proper persons, to guard. watch and protect property of industrial plants, business institutions and resi- dential properties in this State; providing, however, no such corporation shall be created with less than Ten Thousan,d Dollars ($lO,OOO.OO) capital stock, and providing further that no such corporation shall be inco:Ppora