                                Auenlv    11.'I'JCXAR


                                         March   23.    1959


Honorable Zollie Steakley                 Opinion      No. WW-581
Secretary  of State
Capitol Station                           Re:    What filing fee should the
Austin. Texas                                    Secretary’of   State require
                                                 for filing the application
                                                 for extension of the charter
                                                 of Wool Growers     Central
‘Dear   Sir:                                     Storage Company ?

         The opinion of this office has been requested regarding the proper
fee for filing an application for extension of the charter of Wool Growers
Central Storage Company.      The facts involved are stated in your opinion
request.

                    “There has been submitted to’this office for filing
          an application for extension of the charter of Wool Grow-
          ers Central Storage Company pursuant to the provisions
          of Article   1315(a), Revised Civil Statutes of Texas.     This
          corporation    was organized for the general purpose of op-
          erating a public warehouse company and has not adopted
          the Texas Business      Corporation  Act.  The charter was
          filed on February     11, 1909. and the period of existence
          stated in its charter is fifty years.

                  -. . ,
                  Y




                  “What filing fee should the Secretary   of State re-
          quire for filing the application f,or extension of the char-
          ter of Wool Growers Central Storage Company?”

The question is whether the old corporation      law or the Business   Corpora-
tion Act is to control in determining    the proper filing fee for a corporation
in existence  at the time of the effective date of the Business    Corporation
Act but which has not adopted such Act.

        Article 9.14(B) of the Business      Corporation       Act supplies   the answer
to this question wherein it is stated:

                   “B. For a period of five (5) years from and after
          the effective date of this Act, it shall not apply to any
          domestic    corporation duly chartered   or existing on said
          effective date or to any foreign corporation     holding, on
          that date, a valid permit to do business    in this State,
Honorable     Zollie   ‘Steakley,   Rage 2 (WW-5Sl)    J




         unless such domestic    or foreign cbrporation   shall,
         during such period of five (5) years, voluntarily    elect
         to adopt the provisions   of this Act and shall comply
         with the procedure prescribed     by Section C of this
         Article. *

The Business   Corporation  Act became          effective   90 days after    June 7,
1955. the date of adjournment.

         Article   9.15(A)   adds impetus    to what has already    been said.

                  “A. Except as provided in the last preceding
         Article,  existing corporations shall continue to be
         governed by the laws heretofore   applicable thereto.”

          Article  10.01 of the Texas Business Corporation      Act,        which pro-
vides   for the collection  of fees, states in part as follows:

                   “A.  The Secretary  of State is authorized and
         required to collect for the use of the State the follow-
         ing filing fees upon filing the following documents
         filed pursuant to the provisions    of this Act.

                  “(1) Filing articles’of   incorporation      of a do-
         mestic corporation   and issuing a certificate        of incor-
         poration. Fifty Dollars    ($50).”

         Thus, it is apparent that such a corporation    as the one here in-
volved is not governed generally    by the provisions   of the Business   Cor-
poration Act (9.14(B) and 9.15(A)) and cannot be governed by the particu-
lar Article in question because of the specific    language of limitation
above underlined in such Article.     (10.01)

         It follows that the fee to be paid by such corporation  is~ governed
by the terms of Article    1315(a) which is applicable to corporations    ex-
isting at the effective  date of the Business  Corporation  Act but which
have not adopted such Act.




                                      SUMMARY


                   The filing fee for filing an application for
                   extension of the charter of Wool Growers
.      -




    Honorable    Zollie    Steakley,   page 3 (WW-581)




                      Central Storage Company        is governed by
                      the provisions of Articles      1315(a) and
                      3914. V.C.S.

                                                    Very   truly yours.




                                                         C. Dean Davis
                                                         Assistant

    CDD:lm

    APPROVED:

    OPINION     COMMITTEE:

    Geo.   P. Blackburn.     Chairman

    John L. Estes
    Tom I. McFarling
    W. R. Scruggs,   Sr.
    Z. J. Turlington

    REVIEWED    FOR THE ATTORNEY               GENERAL
    BY:
         W. V, Geppert
