Untitled Texas Attorney General Opinion ( 1958 )

Honorable Willlam M. King Opinion No. WW-507 Securities Board Austin, Texas R,e: The Securities Ast&zctions 21 and 35.B. Fee for issuance of a duplfcate Security Dealer’s Dear Mr. King: License. We are in receipt of your letter under date of August 25, 1958, in which you request an opinion from this Department regard- ing the proper charge for a duplicate license certificate to be posted in the branch offices of Securities Dealers. Your question is whether or not your office is authorized under Sections 21 and 35.8 of the Securities Act to charge a $10.00 fee for the issuance of a dupiidate license certificate. Section 21 reads in its entirety: “Section 21. Posting certifmates of authority. “Immediately upon receipt of the dealer’s registration certificate issued pursuant to the authority of this act, .the dealer named therein shall cause such certificate to be posted and at all times, conspicuously displayed in such dealer’s principal~place of business, if one is maintained in this state, and shaI1 likewise :i forthwith cause a duplicate of such certificate to be posted at all times conspicuously displayed in each branch office located within this state.” In conjunction with this section it is necessary next to refer to Section 35.B of the Securtties Act which reads: “Section 35.B Fees. “The Commissioner shall charge and collect the following fees and shall dally pay all fees received into the state treasury:... “B. For each and every regiatratlon certifi- cate issued to a dealer, whether on an original or re- newal application, TEN DOLLARS ($.lO.OO);...* Hon. William M. King, page 2 (WW-507) We believe from a closk reading of Section 35.B, it was not intended that “duplicate ” certificates were to be subject to the $10.00 charged enumerated therein. That particular part of the Securities Act makes no mention whatsoever of duplicate registration certificates and consequently we bel~ieve it would be an unwarranted Interpretation of that portion of the statute to so hold. We feel, however, that Section 35.1 is applicable to the question’raised in your inquiry, and will ther,efore quote that pertinent part of thenSecurities Act! “I. For copies of any papers filed in the office of the Commissioner, or for the certification thereof, ‘the Commissioner shall charge such fees as the Secretary of State is now authorized to charge in similar cases;...” It appears to thfs office that since these license certlfi- cat&s”are filed in the offices of the Securities Commissioner and since your letter indicates that a ‘“d licate license certificate” 1s requested we believe that Sectibn I ap lies d rectly to the uestion raised in your inquiry. We are aware tha F--the word “duplicate a , used as a legal term, has been often cited as being synonymous with,the word “original”. However, we believe that the word “duplicate* as used in the Securities Act indicates a use of that word lu its common vernacular indicating ya copy or counterpart”. This is strengthened by the fact that pnly one license is issued and that any copy of that license results only in a copy of that one license rather than the issuance of another lipense. We believe that the intent of the Legislature under 35.B was to permit the Securities Commissioner to extract a fee not merely for the preparation and physical delivery of the certificate but included a charge for the very act of issuing the license in the s,ense of a grant of a privilege by the State. The,re is no grant ,of a license encompassed in the preparation and delivery of a “duplicate’ certificate under the provisions of Section 21. Indeed, .nowhere in the act is any express authority given the Securi- ties Commissioner to issue a “duplicate” certificate lf the term duplicate is intended to convey a meaning diathct from the term “copy”. Section 30 does give the Securities Commissioner authority to make “copies’ and to “certify’ the same. Attention is also called to section 17 which provides that the dealer must obtain an amended certificate where certain changes occur in his business and then ‘provides “upon the issue of the amended certificates, the original certificate and the certified copies thereof outstanding shall be promptly surrendered to the Com- missioner .” It seems, apparent that the “certified copies” here re- ferred to are identical wl.th the Udupllcate copy? of section 21 and the Legislature used these terms lnterch+gebb:ty. Han, William M. King;.page 3 (WW-507) The only remaining question is to determine what fees the Secretary of State is authorized~to charge in similar cases. For the answer to this we refer you to the specific statutory authorization which governs the Secretary of State, namely, Artic,le 3914, Vernon’s Civil Statutes of Texas, Annotated, where the following is found: “The Secretary of State is authorized and required to charge for the use of the State the follow- ing other fees: 1‘ ... “For each official certificate, one ($1.00) dollar.” Thus, it is the opinion of this office that the proper charge for any duplicate license certificate requested from Securities Dealers is governed by Article 3914; consequently, the propercharge for each such duplicate certificate is one ($1.00) dollar. SUMMARY The Securities Act of Texas authorizes the charging of such fees as are charged by the Secretary of State for the duplication or copy of certificates on file in the office of the State Securities Commissioner. Those charges are, according to Article 3914, one ($1.00) dollar. Yours very truly, WILL WILSON CDD:ph APPROVED: C. Dean Davis OPINION COMMITTEE: Assistant George P. Blackburn, Chairman Thomas Burrus Leonard Passmore Mrs. Marietta Payne Morgan Nesbitt REVIEWED FOR THE ATTORNEY GENERAL BY: W. V. Geppert