                     THEA'ITORNEYGENEIRAL
                              OF TEXAS

   ‘HILC   WILSON
*-l-ro-       OENERAL                      July 18. 1960


    Col. Thomas C. Green. Secretary               Opinion   No. WW -884
    Texas State Board of Registration
     for Professional Engineers                   Re:   Whether a corporation       using
    Austin, Texas                                       the words “engineering       com-
                                                        pany  ” in its  name  is in  viola-
                                                        tion of Section 1 of the Engineer-
                                                        ing Registration    Act. when the
                                                        incorporators     have not been duly
                                                        registered    or exempted under
    Dear   Colonel   Green:                             the provisions    of such Act.

              Your   recent request   for an opinion    on the above   subject     reads
     substantially   as follows:

                  Under date of June 20. 1957, Dalton:Hinds     &
             O’Brien   Engineering    Company, 4125 Galveston   Road,
             Houston, filed in the office of the Secretary   of State
             Articles  of Incorporation   under the above name.

                  According    to the records  of the State Board of
             Registration    for Professional   Engineers,   none of the
             three, Dalton, Hinds or O’Brien,      who are the named
             directors    and incorporators,   are registered   as Pro-
             fessional   Engineers    under the laws of the State bf
             Texas.

              Dalton, Hinds & O’Brien     Engineering    Company filed its Articles   of
     Incorporationwith    the Secretary   of State in June. 1957, and was subsequently
     incorporated.     The incorporation   of Dalton, Hinds & O’Brien    Engineering
     Company being subsequent to the effective date of the Business         Corporation
     Act, it is subject to the provisions    of that Act.

              The Purpose    CIause of Dalton, Hinds & O’Brien         Engineering         Company
     (as stated in the Articles   of Incorporation) is:

                  “The purpose     or purposes   for which the corporation
             is organized    shall be the performance       of engineering
             services,   including construction     and construction     super-
             vision, drafting and associated      services.    and consulting
             services,   all in: the field of mechanical.      petro-chemical.
             structural,   civil. architectural,   chemical process,       elec-
             trical and, instrumentation,     and to do ail things necessary
             or convenient for the accomplishment           or the fur’therance.
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     Col.   Thomas        C. Green,     page   2   (WW-884)



              either alone or in association      with other corporations,
              firms,   or individuals.   of any of the purposes   of objects
              for which the corporation      is organized.   All of the afore-
              said services    will be conducted by or under the direct
              supervision    of engineers   who are duly licensed or regis-
              tered in accordance      with the laws of this State.”

              Your        first   question   is:

                  “Was the Dalton, Hinds & O’Brien     Engineering   Com-
              pany lawfully incorporated   in view of Article Z.OlB(2) of
              the Texas Business   Corporation   Act?”

              We answer           this question    in the affirmative.

              Article        2.0lB(2)   Business    Corporation    Act provides:

                   “B. No corporation   may adopt this Act or be organ-
              ized under the Act or obtam authorrty to transact business
              in this State under this Act:
                     1.
                          . . .

                   “(2) If any one or more of its purposes    for the trans-
              action of business  in this State is to engage in any activity
              which cannot lawfully be engaged in without first obtarning
              a lrcense under the authority of the laws of thus State to
              engage in such activity and such a license cannot lawfully
              be granted to a corporation.”    (Emphasis   ours)

              Section 17. Article  3271a. Vernon’s             Civil     Statutes.   also   known as the
     Engineering    Registration  Act, provides:

                  “A firm or a co-partnership      or a corporation,   or a joint
              stock association    may engage in the practice    of professional
              engineering   in this State. provided such practice    is carried
              on by oniy professional    engineers  registered   in this State.”
              (Emphasis   added)

               The suggestion   is made that since only individuals may be registered
     as professional    engineers.   a license may not be granted to a corporation  and
     therefore   incorporation    for such a purpose is prohibited.

             In our view. Article    2.0lB(Zj.   Texas Business    Corporation   Act, was
     only intended to’make clear that the Business        Corporation    Act passed in 1955
     did not repeal by implication     those various provisions     of other laws prohibit-
     ing the carrying   out of special functions by corporations.       See, for example.
     Section 3 of Article   21.14. Texas Insurance     Code. forbidding   the licensing of
     a corporation   as a local recording     agent.  In the case of professional    engin-
Col. Thomas        C. Green,   page    3     (WW-884)




eering, the Legislature      has expressly      provided that the practice     may be
carried   on by a corporation      requiring    only that the agency by which such
professional    engineering    services    are actually rendered be registered
engineers.     Nothing in the Texas Business          Corporation    Act is inconsis-
tent with this express provision        of Section 17 of Article     3271a. therefore,
it cannot be said that the provisions        of the last named statute were re-
pealed by the Business       Corporation     Act by virtue of any inconsistency.
Nor has-Section     17 been expressly      repealed.     It is true that a corporation
cannot get a professional      engineer’s     license, but more to the point is the
fact that a corporation     is not required      to obtain a license to do what is
permitted    it by said Section 17. Since no license is required           of a corpora-
tion to “engage in the practice       of professional      engineering,”   the provi-
sions of Article    2.01B(2), Texas Business         Corporation    Act, are not appli-
cable.

            Your   second   question   is:

                 “Does the use of the words ‘engineering    company’ in
            the name of the corporation   violate Section 1 of the Engi-
            neering Registration  Act when the incorporators     have not
            been duly registered  oreEm@&       under provisions   of said
            Act?”

            We hold that the use of the words           in the corporate   name   is not in
violation     of such Act.

         Section 1 of the Engineering     Registration  Act, Acts of the 45th
Legislature,     Regular Session,   1937. chapter 404, page 816 (Article  327la,
Vernon’s     Civil Statutes, Section 1) reads as follows:

                 “Section 1. That in order to safeguard         life, health, and
            property,   any person practicing     or offering to practice      the
            profession   of engineering   as hereinafter     defined shall here-
            after be required    to submit evidence that he is qualified         so
            to practice   and shall be registered     as hereinafter     provided:
            and it shall be unlawful for any person to practice           or off-er
            to practice  the profession    of engineering    in this State. or to
            use in connection with his name or otherwise            assume.   use,
            or advertise    any title or description    tending to convey the
            impression    that he is a professional     engineer unless such
            person has been duly registered        or exempted under the pro-
            visions of this Act.”

         The effect of this provision    in this context is merely to prevent the
use of the term “engineering”       in the name of a corporation      when the cor-
poration is not entitled to engage in the practice      of professional   engineering.
See WW-144..    Th,e fact that the name of the cTporation       happens to include
the last names of persons     interested   in the corporation   who are not regis-
tered as engineers    does not convey the impression       that such individuals
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    Col.   Thomas    C. Green.   page   4   (WW-884)



    are ~entitled to act as professional    engineers.    As a practical     matter there
    are many instances where ~the corporate         name does not indicate that the
    person whose name is used is to perform          any duty in behalf of the corpora-’
    tion. Thus, for example,      many corporations     contain the name of their
    founder, long since deceased,      and thereby incapacitated      in rendering     any
    services   in behalf of the corporation.     In our view the name only suggests
    that the corporation    is authorized to practice    engineering.     Since we have
    held that the corporation    is entitled to engage.in the practice       of profes-
    sional engineering,    no violation of Section 1 of said Act is apparent.         Since
    your third question was apparently predicited on answers           different from
    those previously    given, we make no reply to it.

                                            SUMMARY

                   Article   Z.OlB(Z), Texas Business     Corporation   Act,,
              does not prohibit incorporation       for the practice  of pro-
              fessional    engineering  where the actual practice     is carried
              on only by registered     professional    engineers.

                  Section 1 of the Engineering   Registration  Act (Article
              327la. Vernon’s   Civil Statutes) does not prohibit using
              the words “engineering    company”    in its name where the
              incorporators   and members    have not been duly registered
              or exempted under the Act.

                                                  Yours   very, truly,

                                                  WILL WILSON
                                                  Attorney General       of Texas




                                                  BY &&L&&&&
                                                       Fred B. Werkenthin
                                                       Assistant Attorney General
    FBW/pe

    APPROVED:

    OPINION     COMMITTEE:

    W. V. Geppert. Chairman
    Cecil Cammack,  Jr.
    Elmer McVey
    James Irion
    C. K. Richards

    APPROVEDFOR     THEATTORNEYGENERAL
    BY:
              Leonard Passmore
