Untitled Texas Attorney General Opinion ( 1943 )

~HNEY GENEKAL
Honorable Sidnes Latham
Secretary of State
Austin, Texas
Attention: Mr. R. J. (Bob) Long
Head of Charter Division
Dear Sir: Opinion No. O-5707
Re: Extension of the charters of
the corporations under the
facts stated.
Your letter of November 10, 1943, requestingthe opinion
of this department on the questions stated therein reads in
part as follows:
"This office approved and filed a charter
of a corporation with an authorized capital stock
of $40,000,00 on July 3, 1919. The charter pro-
vided that the corporation should exist for a
period of twenty (20) years, thereby making the
charter expire July 3, 1939. Should this office
approve and accept for filing as of this date an
instrument proposing to extend the charter of
said corporation for an additional period of
twenty (20) gears?
"This office approved and filed a charter of
a corporation with an authorized capital stock
of $lO,OOO.OO on February 1, 1893. The charter
provided that ,thecar oration should exist for
a period of fifty (50P years,,thereby making the
charter exprre February 1, 1943, Should this
offIce approve and accept for filing as of this
date an instrument proposing to extend the charter
of said corporation for an addit,ionalperiod of
fifty years?
“The amount of the filing fees are not in
quest,Ion.
"Both corporations have continued to pay
franchise taxes to this department and their taxes
are paid to May 1, 1944."
Honorable Sidney Latham, page 2 O-5707
The corporations under consideration are private cor-
porations organized under the general laws of this State each
having the amount of capital stock mentioned and each being
organized for profit, Said corporations do not support any
literary or scientific undertaking or maintain a library or
promote painting, music, or other fine arts, The corporations
were not incorporated as benevolent, charitable, educational,
or missionary undertakings. Therefore, Article 1315, Vernon's
Annotated Civil Statutes is not applicable to said corpora-
tions. Stated another way the above mentioned corporations
are not authorized to revise their charters under the provi-
sions of said article. However, Articles 1315(a) land 1315(b)
were enacted by the 45th Legislature in 1937 and authorize all
private corporations incorporated under the general laws of
Texas to extend their charters and the corporate existence of
any such corporation for an additional period not to exceed
50 years from the expiration date of the original charter,
or any extension thereof, with all the privileges, powers,
ammunities, rights of succession by its corporate name, and
rights of property, real and personal, exercised and held by
any such corporation at the expiration date, to the same in-
tents and purposes as upon the original incorporation, provi-
ded, the extension of the charter is made at any time within
ten years prior to the expiration of its charter.
Article 1.387,Vernon's Annotated Civil Statutes, among
other things, provides:
"A corporation is dissolved:
"1O By the expiration of the time limited in
its charter,
Article 1389, Vernon's Annotated Civil Statutes, pro-
vides:
"The existence of every corporation may be con-
tinued for three years after its dissolution from
whatever cause, for the purpose of enabling those
charged with the duty, to settle up its affairs,
In case a receiver is appointed by a court for this
purpose, the existence of such corporation may be
continued by the court so long as in its discretion
it is necessary to suitably settle the affairs of
such corporation,"
It will be noted that Article 1315(b), supra, expressly
provides:
Honorable Sidney Latham, page 3 O-5707
"The provisions of Article 1315(a) shall ex-
tend to and include all private corporations in-
corporated underthe general laws of Texas. The
period of ten (10) years prior to the expiration
of the charter or'an extension thereof referred
to in Article 1315(aY shall include the period of
time during which such corporation may have con-
tinued its existence under the provisions of
Article 1389 of the Revised Civil Statutes of 1925."
It is stated in Thomason on Corporations, Volume 8,
page 599:
"A corporation is dissolved ipso facto and its
powers as a corporate entity ceases on the expi-
ration of the period of the time stated in the
charter or governing statute. It is dead in law
and its existence as a corporation can only be
continued thereafter by legislative action . . ."
Generally speaking as stated In our opinion No. O-2974:
"All corporations are, of course, creatures
of the law and they possess just such attributes,
rights and privileges as are provided by law and
no more. They are creatures of law for convenience
sakejand possess the attributes of legal entity
as a person capable of doing the things which they
are authorized by the charter to do and no more.
"They therefore possess corporate life as a
legal entity in accordance with the charter and
the laws authorizing such charter. When, un-
der the law, that corporate life has expired,
there is no legal entity, for it, too, has ex-
pired with the life of the organization or cor-
poration."
The charter of one of the corporations mentioned ex-
pired July 3, 1939. With reference to this corporation you
are advised that it is our opinion that your office has no au-
thority to approve and accept for filing at this date an in-
strument proposing to extend the charter of said corporation.
The charter of the other corporation mentioned in your
letter expired February 1, 1943. If this corporation has con-
tinued its existence under the provisions of Article 1389,
Vernon's Annotated Civil Statutes, it is our opinion that your
office has the legal authority to approve and accept for filing
at this date an instrument extending the charter of said cor-
Honorable Sidney Latham, page 4 o-5707
poration. In connection with this statement it will be noted,
as heretofore stated, thatthe period of ten years prior to
the expiration of the charter or the extension thereof referred
to in Article 1315(a) shall include the period of time during
which such corporation may have continued its existence under
the provisions of Article 1389, Vernon's Annotated Civil Stat-
utes. (See the case of Tenison, et al. v. Wilson 151 S,W. (2d)
327) 9
Yours very truly
ATTORNEY GENERAL OF TEXAS
By s/Ardell Williams
Ardell``Williams
Assistant
AW:ff:wc
APPROVIXINOV 26, 1943
s/Gerald C, Mann
ATTORNEY GENERAL OF TEXAS
Approved Opinion Committee By s/BWB Chairman