Untitled Texas Attorney General Opinion ( 1948 )

Ron. M. B. Morgan, Commissioner
Bureau of Labor Statistics~
Austin, Texas Opini,on No. V-613.
Re : Legality of chartering
‘a corporation for the
purpose of operating an
employment agency.
Dear Mr. Morgan:
You desire to know if’ the statutes of this
State authorize the creation of corporations for the
purpose of acting as an employment or labor agency.
The statutes regulating employment or labor
agencies define such an a,gency as “any person in this
Stste who for a fee of~fers or attempts to procure or
procures employment for employees, or without a fee of-
fers or attempts to procure or procures employment for
common laborers or agricultural workers, or any person
who for a fee offers or attempts to procure or procures
employees for employers, or without a fee offers or at-
tempts to procure or procures common laborers or agri-
cultural workers for employers, or any person, regard-
less of whether a fee is received or due, offers or at-
tempts to supply or supplies the services of common or
agricultural workers to any person.” V. C. S., Art.
5221a-4, Sec. 1, subdivision e.
Our present Constitution forbids the creation
of corporations “except by general laws” and directs the
Legislature to enact ngeneral laws. . . for the creation
of private corporations.” Constitution, Art. XII, Sets..
1, 2. Thus, corporations can be organized only for the
purposes specifically prescribed by general law. It is
“The policy of our law to limit the right of a corpora-
tion to the specific purposes authorized by statute.”
Staacke v. Routledge, 175 S, U.. 444, 447, affirmed 111
Tex. 489, 241 S.W. 994.
“A charter must specify the purpose for which
the corporation is to be created. This should be done
Hon. M. B . Morgan, Page 2, V-613.
with sufficient olearness to enable the Secretary of
State to see that the purpose specified is one pro-
vided for by the statute.” Joknstcn v. Townsend, 103
Tex. 122, 124 $. W. 417. Corporatirms I 10 Tex. Juris..
622, sea. 31.
Now the Texas Employment and Labor Agency
Law might be broad enough to empower the Comtxisslenrr
of the Burrau of Labor Statistics to license a corpera-
tion acting as an employmant agency if co rporetions
were authorized in Texas to so act, which ins a question
we do not decide. But a most careful and detailed study
of our statutes fails to aisolose any authority in the
Secretary of State to issue a acrporrtion charter for
such purpose. In the absenoe of such an authority the
Secretary of State is not authorized to issue such a
charter. Ramsey v. TM, 95 Tex, 614, 69 S.W. 133,% 93
Am. St. Rep. 875; Empire Mills v. Alston Grocery Co.,
15 S.W. 200, 505, 12 L.RbA. 366. And, in order for a
corporation to be eligible to an employment and labor
agency license “it must be authorized by its charter,,
to conduct the business for which a license is sought.”
Licenses, 53 U.J.S. 624, 0 33, n. 15.
A corporation oannot be chartered, under
the present Texas, law, for the purpose of oper-
ating an employment or labor agency.
Yours very truly,
ATTORNFXGENBRALOF TBXAS
.
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Rv
David Wuntch
Assistant
APPElDVBD
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