              -OFFICE   OF   THE    ATTORNEY        GENERAL    OF   TEXAS
                                        AUSTIN
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Arrom”w.”
        G&S”CL-                                 .




  Honorable D. 6. Oreer
  Stata Highway Engineer
  Texas Highway Department
  Austin  26, Texas


  Dear Ur. Oreerr
         I.




                                                           recent   date,    whioh


                                                        the legal   registra-




                                  truokiw   oorporatioa       derrigaatier   Town



    : ; .~ Rrinoipal    oi'fioe    admittedly       ia in B County.     '.
                   "It is our.thougE that under the oiroumetanoee.
         the ‘iruoking  oorporation  0hould register   ita motor vo-
         hiolea in B county, the county in whloh it admittedly
         maintain8 ite prlnoipal    plaoe o? buslneae.a
               ~roti your question aod la order to eimplity our
wmer,     we assume that tha oorporation    in qusation ha8 the sole
legal title   to, r&bt of poaaeaolon and oontrol OS said motor
vehlalsa>    This leaves us the taek of detereinlng     the county
in which the owner (the eorpor’;!tion    in queetion)  resides,   be
i8 provided in resgeot ta regirtration      of inotor veblolea   in
mtiole    6676~-2, Vsrnonia Auuotated Clvll :Xatutes,      1925.    Said
Art~ole provide81

               w3very owner of a motor vehlole, trailer
     or seal-trailer   wed or to be used upon the pub110
     highways oi this State shall applg laoh year to the
     3tate Kiixhwav Deuartaent throuuh tlm Counter Tax Col-
     leotor oi tbir o&nty ia whioh iio resides fir tin re-
     glafratloa  o? each suoh vehiole  owued or oontrolled
     by hla for the enrulng or ourreat oalenda$ yew or
     unexpired portion thereoi;   * * *” (Unders?oriw    ourr)

              i-4 automobiles owner 1s held required to re$tster
automobile in aouaty of owaer@a reaidenos,     aa against oontaatloa
auto&bile  oould her registered   In any oounty within at ate.   QP
f. State, (Crfm. kpp.) 94 3. *. (2d) 180.
               It is a well settled     rule of 1s~ in this rtate that
a oorporation   ia a “person” withia the meaning of thst tera aa
uae$ in oonstltutionrl    and statutory     provlsionr. 701. 10, Tax.
Jur., Q. 655, snd oaaea there olted,
               mtiole   1304, Seotion 3, Vernon’s    Annotated Civil
atutes,    1925, Wrequirea the lnoorporatora     tg ‘state,  in the
ProWsed oharter, the plvoa or places where tin busiaesa         of t~he
ktmided oorgoratioa     1s to be trsnsaotsd.    This m~ana, not that
the charter isl required to atate the pl*oa whbre-:t$e prinolpal
Orri0e iii to beg looated,   but that thb 0rriOe must be, eotablirhed
and !mintained:‘.wfthln   the limits of the eta.t@.’    10 Tax. Jur..,
631.

                W~tha  abaenoe of express atatutory     piwisiaa    ii%-
ia8 the lociality  or the reridenoe   or a oorpar:ition  for partiouL~:plp
QuWoaea withIn the state by which it was oreatsd,        the gerbral ‘,
rule 18 that its residence    1s ‘where itr, prlnolpsl  office   or pltlce
or businetss ir .” 13 ;~ner. Jur., pY.ge 28%.
                                                                         322
fbnor<ible    D. C. Graer,     p-i@ 3




               *It 1s very generally     held that a corporation   1s
an inhabitant    of the state under whose law it is inoorporated,
and that it has a resldenoe wherever it conducts its ordinary
business.”    Pfttsburg  &ater Heater Co., f. Sullivan,     115 Tex.
a7 (Corn. App,), 288 S. W. 576, and oases therein cited;         Sanders
v. F.srmarst State Bank, (Cir.   ~pp.)‘,   288 S. Vi, 635.
              In order to determine the county of residence,   we
first must de.tsrimlne whether e charter reoltatlon  as to the
plaoe buslnese is to be transaoted    18 c~n~l~slve over the aotual
*itUs or. the prinolpal  plaoe of bualnese.
                 In thie     respeot and ae sa& pertains to      thequestion
Of venue of     suits   against    Oorporatione, the follrmlng    &a been
said z

               In the ease or B rd Cattla Co. v. Texas Vegetable
Union. (Civ. Am.).      28 8. w. 1 2d) 990, It was held th t where
the oi&ter   itiiii-rixe5    two plebe8 wtien its prinoipal  0rri068
are located,   and, although only one of euch places :l~ actually
;ct,   both are avollable    for venue of a suit against said oorpora-
     .
             In the ease of Hawk k Buok Co. v. Cassldy, (Civ.
App.), 264 S. W. (26) 1145, wherein tbr controlling   question wee
whether the reoltatlona  in the oharter OS the oorporatlon    designa-
ting Dallas County ae its plaoe of buslnees wee euffiole&,     to re-
tain the venue tnere even though the oorporetlon    wai not, in reality,
USing suoh oounty aa a place of residence,   the Oourt held ae fol-
lowr :


                    *Article   1304, V.A.C.S.,  rsqulree that the
         charter or any private oorporatlon       muet set forth
         the *pl.aoe Or places where Its buelness 1s to br
         transaoted.’       Suoh statutea  aie, no doubt, for the
         obvloua purpose of avoldidg disputes aa to the oom-
         Pany’s *place of business’ or *domIol~e* and .to de-
         termine ‘venue, fix a situs ‘for the purpose of gsnerel
         ~urlsdlotlon     and taxation,’   and to apprlos the stook-
         holders where they may go to inepeot t~he books and
         reOoIde or their oompeng. Flteoher Cyo. Corp., Psrm.
         iid lC deo. 4046.     The domicile of ths defendant oor-
          poratlon   in thle oase wtis thus fixed in Del.laa
          County for the purpose of venue*u:tfl         ohanged in
          some manner..authorised by law.               In this
          deoislon,    however; we do not wish to be understood
          au holding that’the     provisions   of the oharter fix
          the venue exolusivsly     in Dallas County.      The prln-
          olpel oi’fios   of the oorporatlon     is admittedly in
          Tarrant County and thus venue against it might also
          be there under aubdlvlaion       93 of Article   1995. V.
          A. c. s. The~aonolusivenesa of the reoltatlonr           In
          the oharter must neoeasarilg       be oonetrued against
          the oorporetlon    und not lo its iavor so as to permit
          It to remove a nuit from ths County of its aotual
          resldenoe    to one designated in its oharter.”       (Under-
          oooring ours)

                  The effeat   of the ruling,   as announced in the two
     oases next above mentioned, on our question would~ seem to be
     that suoh ohartar recitation    is e declaration  against the ln-
     terest of the corporation    and es suoh must be atrl,o9~y construed,
     against the oorporotlon   and not in Its revor.
                      Those cases, rpeolfically       on the venue question,
     refused to allow the oorporetlona          to &y “hide end go seek”
     with plaintiffs      end take advantage or them aerely beoauee of
     a tallaoloue     etatement previously      made by the ,oorporatlons    la
     their charter es to the plaoae where their buslnsss is .to be
     tranaaoted.      This prlnolple,      if applied to the question now
     before us, would eeem to rorbid the owner oorporatloa              to ohoose
     arbitrarily     lta registration     sltus through a mere reoitatlon       in
     its ohiirter when in truth and f’aot it doe8 not have even an ot-
     fiae In euoh oounty so ohoeen.           To hold the contrary would be
     aoastrulng the ohuter        reolta.tion   as oonolusive    in favor of the
     corporation     and allow ah obvloue subterfuge        et the will   of the
     oorporat Ion.
i
1~
                  a situation   eimilar in some respect8 to the one
:\   ln question was deoided by the Dallas Court of Civil Appeala
 P   on the theory that the situs of the ho:- oflloe      in regard to
     tax matters was a question of faot, and the realtetlone       in the
     by-laws were not oonoluslve,    and held aa follows:

                       “The undisputed   evidence    ehows that defendant
           maintains     the oharlaCer   of offloe    in Dallas that is
                                                                    324

honordble   D. C. Greer,   Page S




     Unually terrmsd a *home office’     end does not aain-
     teln auoh en offloe    in the elty of Austin, thougO
     lta by-law8 deeigmte     the olty of Xustln es its
     hODK8 0ffiCe.   In the former city la the 0rri00 0r
     the ixeoutlve    heede of the easoclation,   ngd in the t
     olty is tranaeoted all such business of thi, aaaoole-
     tlon as 18 uaually tranaaoted at a home oftioe.         In
     view of this raot, the trial      oourt found as a feat
     thst tha home office    was in the oity of Dallas, and
     we are’of   the opinion that woh finding     is warranted
     by tha uudlaputed fada      in this oaae.*   Texas &n-
     ployera* SM. Asa’n. v. City of Dallea, S 9. 1y. (2d)
     614 (oiV.   APR.) (writ ibf.)r


                 As a by-law la merely a rule of aotion in aooord-
enoe with whloh the affairs     of the corporation   are to be conduoted,
and aubjeot to the ohsrtsr and statutory      provlal0na,  both, the
oharter,reoitation     aa to where its bualnesa la to be transeoted,
end the by-law passed la aooordsnae with said ohsrter reoltetlon,
atend on the same plane es to their oonolusivenesa;
              The fuota iis set out in ybur letter  olearly show
that the oorporetlon   in question *maUt$na no office    of any kind
either in Town A or eleewhero in I County.*

              Let It be deflnltely   ,understood that wa are not
ruling here on where tha raafdenoe for registration      purposes
would ba if the oorporatlon    had an office   in the county v&t at
the plaos deai6nated ln the ohsrter in addition      to an offlaa in
another county.
              Considering the above, we hold        that tin legal re-
sidence of the oorporatlon   in question for       thb purpose of regla-
tratlon or its motor vehlolea,   on the baala       of tba faota as set
out in your letter,   ie in B County and l$ot      in X County.
               ,Truetlng   thla   answers your question,   we are

                                              Yours very   truly
