                              December   20,   1962

Honorable P. Frank     Lake                      Opinion Request   No.   WW-1508
Secretary  of State
Capitol Station                                  Re:   Whether Secretary      of
Austin 11, Texas                                        State should issue a
                                                        certificate  of author-
                                                        ity to a foreign corpo-
                                                        ration which has 1303b
                                                        trust powers and related
Dear Sir:                                              question.

            In your recent letter you requested the opinion of this office
as to whether your office should issue another cer,tificate of authority to
a foreign corporation    which presently has such a certificate    with Article
1303b trust powers,     unless and until the requirements   of Article   1513a are
met.    You ask a similar question with reference     to domestic   corporations,
i. e. : whether your office should accept and file articles    of amendment of
a domestic   corporation    with 1303b trust powers when such amendment
would extend the existence      of the corporation, unless and until the require-
ments of 1513a.are     met.

            It is our conclusion that your office should issue the certificate
of authority and accept and file the articles    of amendment in both instances
without regard to the requirements     of Article   1513a.

            Cordon v. Lake,,        Tex.,           356 S. W. 2d 138 (1962) and
Strickland v. Lake,         Ten.             357 S. W. 2d 383 (1962),  overruling
WW-77.    finallv settlede    issue that’ : the adoption of the Texas Business
Corporation    Act did not repeal Article     1303b by implication.

            Article 1303b was specifically repealed by the Legislature
effective August 25, 1961.    Acts 1961, 57th Legislature,   p. 458, ch. 229.
The question then arises as to the proper course of action when existing
1303b corporations   apply for an extension of their existence.   That
question is answered by the proviso in the Repeal Act, supra, which reads
as follows:
 Hon.   P.   Frank    Lake Page    2 (WW- 1508)




              11
                     ‘The repeal of a prior Act by this Act
                     shall not impair or otherwise affect:

              I,     ‘(1) The organization     or the continued
                     existence of a domestic     corporation
                     existing at the time of such repeal or
                     any foreign corporation     qualified to, do
                     business in this State at the time of
                     such repeal to continue so to do without
                     again qualifying to do business in this
                     State; provided,   however,    that any
                     corporation   heretofore   operating by
                     virtue of Section 49 of Article     1302 or
                     1303b, Vernon’s     Civil Statutes of Texas,
                     or both, must meet the qualifications       of
                     the Texas Business     Corporation    Act. ”

               Gordon V. Lake, supra, does not hold that the Texas Business
 Corporation     Act is entirely inapplicable     to existing 1303b corporations,
 but rather declares       that 1303b corporations    may not be organized under
 or adopt its terms.        The language in the repealing statute provides that
 the existence     of 1303b corporations     may be continued by meeting the
‘qualifications”     of the Texas Business     Corporation    Act.   The “qualifi-
 cations” of the Texas Business        Corporation    Act apparently mean those
 articles   which have to do with the renewal of the certificate         of authority
 by foreign corporations       and the filing of amendments       by domestic   corpo-
 rations.     The repealing statute, being a subsequent expression           by the
 Legislature,     in speaking of Article     1303b corporations     meeting the
 qualifications    of the Texas Business      Corporation    Act, controls over any
 exclusionary     language in the Texas Business        Corporation   Act.    Compli-
 ance with Article      1513a is not made a condition precedent to the continued
 existence    of 1303b corporations     by the repealing statute.



                                       SUMMARY

                   1303b corporations  may obtain certifi-
              cates of authority or amendments   to extend
              their existence without compliance  with Article
              1513a.
Hon.     P.   Frank   Lake Page   3 (WW-1508)




                                           Very   truly yours,

                                           WILL WILSON
                                           Attorney General



                                           BY
                                                Bob E. Shannon
                                                Assistant Attorney   General


BES:jf

APPROVED:

OPINION COMMITTEE:
W. V. Geppert,   Chairman
Robert Rowland
Howard Mays
Mitchell Stevens
Frank Booth
REVIEWEDFORTHEATTORNEY                     GENERAL
BY: Leonard Passmore
