Untitled Texas Attorney General Opinion ( 1944 )

THE,*~ORNEY GENERAL
OFTEXAS
Hon. Sidney Latham
Secretary of State
Austin, Texas
Attention: Mr. R. J. Long, Head of Charter Division
Dear Sir: Opinion No. o-6047
Rt?: Filing fee to be paid by a profit
,corporatlonconverting to a marketing
association under the terms of Art.
5760, Vernon's Annotated Civil Statutes.
Your letter of May 25, 1944, requesting the opinion of this depart-
ment regarding the matters stated therein is as follows:
"The provisions of Article 5760 authorize profit corporations
to convert to marketing associations, as authorized by Chapter 8
of Title 93, R. C. S. The last sentence of Article 5760 provides
for the filing fee of such instruments. This office, under said
provision, has been requiring the payment of a $50.00 filing fee.
Please advise us what fee should be required under the provisions
of Article 5760."
Articles 5760 and 5764, Vernon's Annotated Civil Statutes, read as
follows:
"Article 5760. Any corporation or association organized un-
der a previously existing statute, may by a majority vote of its
stockholders or members be brought under the provisions of this
Chapter by limiting its membership and adopting the other restric-
tions provided herein. It shall make out in duplicate a state-
ment signed and sworn to by its directors, upon forms supplied by
the Secretary of State, to the effect that the corporation or as-
sociation has by a majority vote of its stockholders or members
decided to accept the benefits and be bound by the provisions of
this Chapter. Articles of incorporation shall be filed as re-
quired in the 8th Article of this Chapter, except that they shall
be signed by the members of the Board of Directors. The filing
fee shall be the same as for filing an amendment to Articles of
Incorporation.
"Article 5764. Each association organized hereunder shall
pay to the Commissioner an annual license.fei of $10.00 which
shall be exempt from all franchise or license taxes. For filing
Hon. Sidney Latham, Page 2 (0-6047)
Articles of Incorporation, an association organized hereunder
shall pay $10.00, and for filing an amendment hereto, $2.50."
"Article 3914, Vernon's Annotated Civil Statutes, provides, in part:
'1.0 . 0 Upon filing each charter, amendment, or supple-
ment thereto, of a private corporation created for any other
purpose intended for mutual profit or benefit, a filing fee of
Fifty ($50.00) Dollars, provided that if the authorized capital
stock of said corporation shall exceed Ten Thousand ($lO,OOO.OO)
Dollars, it shall be required to pay an additional fee of Ten
($10.00) Dollars for each additional Ten Thousand ($lO,OOO.OO)
Dollars, of its authorized capital stock, or a fractional part
thereof, after the first."
The corporation now under consideration which is converting to a
marketing association under the provisions of Article 5760, Vernon's Annotated
Civil Statutes, was organized and incorporated under certain provisions con-
tained in Article 1302, Vernon's Annotated Civil Statutes.
It will be noted that a corporation created and intended for mutual
profit or benefit is required to pay a filing fee of $50.00 for an amendment
to its charter under the provisions of Article 3914 heretofore mentioned. It
will also be noted that each association organized under Chapter 8, Title 93,
is required to pay an annual license fee of $10.00 and that a filing fee of
$10.00 is required of such corporations for filing articles of incorporation,
and when an amendment is filed, the charge is $2.50. When a corporation changes
its corporate structure in the manner provided in Article 5760, supra, it is
entitled to the benefits of Article 5764, just as a corporation originally
organized under the provisions of the Cooperative Marketing Act. However, it
is our opinion that a corporation converting into a marketing association does
not come under said act until its charter is amended as provided in said Chapter
8, Title 93, Vernon's Annotated Civil Statutes and the filing fee for the amended
charter paid. In other words, such a corporation converting into a cooperative
marketing association is not entitled to the benefits of Article 5764 until
and after its amended charter is filed and the filing fee paid authorizing such
corporation to convert into a cooperative marketing association. Therefore, it
is our opinion that the filing fee IS $50.00. It is our further opinion that
the filing fee for any amendment to the Articles of Incorporation or Charter
filed after the amendment heretofore mentioned is filed, will be $2.50 as au-
thorized by Article 5764.
AU:rt:iw:lm Yours very truly
Approved - Opinion Committee by B. W. B. ATTORNEY GFXF.RALOFTEXAS
Chairman.
APPROVED JUNE 7, 1944 By (8) Ardell Williams
Assistant
(s) Grover Sellers
Attorney General of Texas